QUIS Quisitive Technology Solutions Inc

Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS, OTCQX: QUISF), a premier Microsoft solutions provider and payments solutions provider, today reported financial results for the second quarter ended June 30, 2023.

Management CommentaryQuisitive continues to refine its unique value proposition by advancing its proprietary IP solutions, closely aligning with Microsoft's objectives, and delivering significant ROI for clients.

"The second quarter was pivotal as we not only achieved key milestones on important initiatives, but also undertook necessary actions, including cost reductions at the end of July to mitigate the impact of macroeconomic challenges while propelling critical business objectives," said Quisitive CEO Mike Reinhart. "Highlighted by the seamless transition of AgeChecker.Net to PayiQ's processing platform, our Payment Solutions segment continues to show promise as we attain key milestones in PayiQ's commercialization and affirm the effectiveness of our long-term market penetration strategy. Recent economic signals are supporting increased investments in digital transformation initiatives, and our Global Cloud Solutions business has stayed resilient, strategically positioning us advantageously. Our symbiotic relationship with Microsoft will provide our teams with a competitive advantage in the AI, managed services, security, and healthcare market sectors. This relationship also facilitates harmonized sales and marketing activities that expedite customer acquisition and propel future revenue. We are committed to maintaining our status as a premier solution provider in the digital transformation and related services ecosystem while pursuing further growth and innovation in the payments arena."

Second Quarter 2023 Financial ResultsThe Company’s condensed consolidated interim financial statements for the three months ended June 30, 2023, and related management’s discussion and analysis can be found on the Company’s website and the Company’s issuer profile on SEDAR at www.sedar.com. All figures are expressed in United States dollars unless otherwise stated.

• Revenue decreased 5% to $45.3 million compared to $47.6 million for the quarter ended June 30, 2022.
• Gross profit decreased 13% to $16.7 million compared to $19.3 million for the quarter ended June 30, 2022.
• Adjusted EBITDA decreased 37% to $4.4 million compared to $6.9 million for the quarter ended June 30, 2022.
• Global Cloud Solutions revenue was $30.2 million compared to $35.3 million for the quarter ended June 30, 2022.
• Global Payment Solutions revenue increased to $15.1 million compared to $12.4 million for the quarter ended June 30, 2022.
• The Company’s total senior debt to Adjusted EBITDA ratio was 2.65:1.00 at June 30, 2023.

Second Quarter 2023 Recent Operational Highlights

• Announced the launch of MazikCare Care Planner, a new care treatment pathing application designed to streamline patient care coordination and improve communication between healthcare providers and patients.
• Collaborated with Heart-Tech Health to implement MazikCare as an Integrated Care Delivery Tool to prevent women’s heart disease.
• Announced the successful migration of its patented AgeChecker.Net to PayiQ’s payments processing, a significant milestone in its continued evolution of the PayiQ cloud-enabled payments platform.
• Recognized as the winner of two 2023 Microsoft US Partner of the Year Awards for Solution Assessments and Healthcare and Life Sciences.
• Partnered with Board International to directly connect its financial planning and analysis solutions to Quisitive’s Microsoft Dynamics offering.
• Announced the addition of 24x7x365 Managed Detection and Response capabilities to its services portfolio, as an integrated service within its Spyglass Security solution and Azure Management Services solution.
• Generated substantial positive impact for Canadian healthcare innovator, Arthur Health, through its modern healthcare solutions.
• Partnered with Microsoft solution teams to develop and implement generative artificial intelligence tools using Azure OpenAI and Microsoft Copilot into Quisitive’s suite of industry technology solutions for healthcare, public sector, and manufacturing.
• Announced successes in delivering innovation across platforms and business needs for manufacturing firms.

Conference CallQuisitive management will hold a conference call tomorrow (August 29, 2023) at 8:30 a.m. Eastern time (5:30 a.m. Pacific time) to discuss these results.

Company CEO Mike Reinhart and CFO Scott Meriwether will host the call, followed by a question-and-answer period.

Toll Free dial-in: 1-877-704-4453International dial-in: 1-201-389-0920Webcast Link: Here

Please call the conference telephone number 10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 949-574-3860.

A telephonic replay of the conference call will be available after 11:30 a.m. Eastern time on the same day and will expire after September 12, 2023.

Toll-free replay number: 1-844-512-2921International replay number: 1-412-317-6671Replay ID: 13740191

For additional information, please visit the Investor Relations section of Quisitive’s website at: https://quisitive.com/investor-relations/.

The following table summarizes results for the second quarter ended June 30, 2023 and 2022:

	Three Months Ended								Six Months Ended
	June 30, 2023				June 30, 2022				June 30, 2023				June 30, 2022
Revenue	$	45,322			$	47,619			$	93,633			$	92,547
Cost of Revenue		28,592				28,297				58,735				55,317
Gross Margin		16,730				19,322				37,230				37,230
Operating Expenses
Sales and marketing expense		3,564				3,789				7,413				7,302
General and administrative		8,836				8,686				16,119				16,699
Development		110				106				224				206
Share-based compensation		710				819				2,661				1,241
Interest expense		1,676				930				3,315				1,893
Amortization		4,108				4,311				8,287				8,581
Earn-out settlement loss		-				-				-				72
Acquisition related compensation		29				725				638				1,490
Depreciation		429				509				898				1,021
Foreign exchange loss (gain)		202				(201	)			220				109
Acquisition-related, transaction and other expenses		894				197				1,422				559
Other Income		29				-				10				-
Loss Before Income Taxes		(3,857	)			(549	)			(6,309	)			(1,943	)
Income tax expense — current		621				1,083				1,981				2,320
Deferred income tax expense (recovery)		(1,059	)			(1,052	)			(2,284	)			(2,233	)
Net Loss for the Period	$	(3,419	)		$	(580	)		$	(6,006	)		$	(2,030	)

About Quisitive:Quisitive (TSXV: QUIS, OTCQX: QUISF) is a premier, global Microsoft partner that harnesses the Microsoft cloud platform and complementary technologies, including custom solutions and first-party offerings, to generate transformational impact for enterprise customers. Our Cloud Solutions business focuses on helping enterprises move, operate, and innovate in the three Microsoft clouds. Our Payments Solutions division, leverages the PayiQ platform powered by Microsoft Azure to transform the payment processing industry into an entirely new source of customer engagement and consumer value. Quisitive serves clients globally from seventeen employee hubs across the world. For more information, visit www.Quisitive.com and follow @BeQuisitive.

Quisitive Investor ContactMatt Glover and John YiGateway GroupQUIS@gateway-grp.com 949-574-3860

Tami AndersChief of Stafftami.anders@quisitive.com972.573.0995

Reconciliation of Non-GAAP Financial Measures - Adjusted EBITDA and Adjusted EBITDA as a percentage of revenue

Financial Measures and Adjusted EBITDA

There are measures included in this news release that do not have a standardized meaning under generally accepted accounting principles (GAAP) and therefore may not be comparable to similarly titled measures and metrics presented by other publicly traded companies. The Company includes these measures because it believes certain investors use these measures and metrics as a means of assessing financial performance. EBITDA (earnings before interest, taxes, depreciation and amortization is calculated as net earnings before finance costs (net of finance income), income tax expense, and depreciation and amortization of intangibles) is a non-GAAP financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies.

We prepare and release quarterly unaudited and annual audited financial statements prepared in accordance with IFRS. We also disclose and discuss certain non-GAAP financial information, used to evaluate our performance, in this and other earnings releases and investor conference calls as a complement to results provided in accordance with IFRS. We believe that current shareholders and potential investors in the Company use non-GAAP financial measures, such as Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues, in making investment decisions about the Company and measuring our operational results.

The term "Adjusted EBITDA" refers to a financial measure that we define as earnings before certain charges that management considers to be non-operating expenses and which consist of interest, taxes, depreciation, amortization, stock-based compensation (for which we include related fees and taxes), changes in fair value of derivatives, transaction and acquisition-related expenses, US payroll protection plan loan forgiveness, earn-out settlement losses and non-recurring development costs associated with obtaining bank sponsorship and operational certifications required to complete PayiQ. Adjusted EBITDA as a percentage of revenues divides Adjusted EBITDA for a period by the revenues for the corresponding period and expresses the quotient as a percentage.

Management considers these non-operating expenses to be outside the scope of Quisitive' ongoing operations and the related expenses are not used by management to measure operations. Accordingly, these expenses are excluded from Adjusted EBITDA, which we reference to both measure our operations and as a basis of comparison of our operations from period-to-period.

Management believes that investors and financial analysts measure our business on the same basis, and we are providing the Adjusted EBITDA financial metric to assist in this evaluation and to provide a higher level of transparency into how we measure our own business. However, Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues are non-GAAP financial measures and may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues should not be construed as a substitute for net income determined in accordance with IFRS or other non-GAAP measures that may be used by other companies, such as EBITDA. The use of Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues does have limitations. As these acquisition-related expenses charges may continue as we pursue our consolidation strategy, some investors may consider these charges and expenses as a recurring part of operations rather than expenses that are not part of operations.

Cautionary Note Regarding Forward Looking Information

This news release contains certain “forward‐looking information” and “forward‐looking statements” (collectively, “forward‐ looking statements”) within the meaning of applicable Canadian securities legislation regarding Quisitive and its business. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward‐looking statements. Forward‐ looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward‐looking statements. These forward-looking statements include, but are not limited to, statements relating to: internal business integrations, full commercialization and success of the PayiQ platform, expectations regarding go-to-market strategy and growing partnerships in the payments business, growth prospects, projected milestones and timelines.

The risks and uncertainties that may affect forward-looking statements, or the material factors or assumptions used to develop such forward-looking information, are described under the heading "Risks Factors" in the Company's annual information form dated May 23, 2023, which are available under the Company’s issuer profile on SEDAR at www.sedar.com. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

Neither the TSX Venture Exchange nor its Regulation Services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.