QUIS Quisitive Technology Solutions Inc

Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS, OTCQX: QUISF), a premier Microsoft Cloud and AI solutions provider, today reported financial results for the third quarter ended September 30, 2024.

Management Commentary“Our Cloud business maintained stability as we experienced modest sequential growth and saw an expanding pipeline of AI-driven customer engagements,” said Quisitive CEO Mike Reinhart. “The hiring process of specialized staff from Microsoft’s investment in our Blackbelt Team has been completed and will enhance our ability to further establish a strong pipeline of customer opportunities. We have also developed new IP for our AI Innovation Center, designed for customers in the Azure environment to accelerate their AI use case testing and to facilitate successful custom AI deployments. Looking ahead to the new year, we remain committed to further investing in our sales engine in alignment with Microsoft, with early 2025 positioned as a key momentum-building phase to drive growth in the latter part of the year.”

Third Quarter 2024 Financial ResultsThe Company’s condensed consolidated interim financial statements for the three and nine months ended September 30, 2024 and related management’s discussion and analysis will be posted on the Company’s website and on the Company’s issuer profile on SEDAR+ at www.sedarplus.com on November 25, 2024 subject to completion of the interim review by the Company's external auditors. All figures are expressed in United States dollars unless otherwise stated. Financial highlights include:

• Revenue from continuing operations sequentially improved to $30.7 million compared to $29.6 million for the second quarter ended June 30, 2024. Results improved slightly when compared to $30.68 million for the third quarter ended September 30, 2023.
• Gross profit from continuing operations as a percentage of revenue sequentially improved to 42.9% compared to 42.1% for the second quarter ended June 30, 2024. Results remained steady and relatively unchanged when compared to 42.9% for the third quarter ended September 30, 2023.
• Gross profit from continuing operations sequentially improved to $13.2 million compared to $12.5 million for the second quarter ended June 30, 2024. Results remained steady when compared to $13.2 million for the third quarter ended September 30, 2023.
• Adjusted EBITDA from continuing operations sequentially improved to $4.2 million compared to $3.9 million for the second quarter ended June 30, 2024. Results decreased when compared to $4.9 million for the third quarter ended September 30, 2023.
• The Company’s total senior debt to Adjusted EBITDA ratio was approximately 1.9:1.0 on a pro forma basis at September 30, 2024.

Third Quarter 2024 and Recent Operational Highlights

• Successfully completed the hiring process of specialized roles within Quisitive’s AI Blackbelt Team through Microsoft’s AI program investment.
• Development of AI Innovation Center, an IP platform for AI readiness designed for customers operating in the Azure environment.
• Sponsored Microsoft’s SMC Sales and Tech Summit event.
• Officially awarded 2024 Microsoft Analytics Partner of the Year at Microsoft Ignite.

Fiscal Year 2024 Guidance Quisitive is providing the following guidance for fiscal year 2024:

	Low	High
Fiscal Year 2024 Revenue from Continuing Operations	119,000,000	121,000,000
Fiscal Year 2024 Pro Forma Adjusted EBITDA from Continuing Operations	15,000,000	16,000,000

Conference CallQuisitive management will hold a conference call today (November 25, 2024) at 5:00 p.m. Eastern time (2:00 p.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 Group at 949-574-3860.

A telephonic replay of the conference call will be available after 8:00 p.m. Eastern time today and will expire after Monday, December 9, 2024.

Toll-free replay number: 1-844-512-2921International replay number: 1-412-317-6671Replay ID: 13750196

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

The following tables summarize results for the three and nine months ended September 30, 2024 and 2023:

	Three Months Ended								Nine Months Ended
	September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Revenue continuing operations	$	30,715			$	30,679			$	90,241			$	92,814
Cost of Revenue		17,544				17,513				51,797				56,095
Gross Margin		13,171				13,166				38,444				36,719
Operating Expenses
Sales and marketing expense		3,878				3,080				11,550				9,312
General and administrative		4,986				5,190				14,932				17,274
Development		121				108				339				332
Share-based compensation		501				548				1,386				3,209
Interest expense		643				1,570				3,229				4,850
Amortization		1,748				1,842				5,460				5,652
Acquisition related compensation		5				-				182				638
Depreciation		217				267				693				810
Foreign exchange loss (gain)		157				(166	)			(77	)			53
Acquisition-related, transaction and other expenses		186				1,428				3,707				2,165
Other income		(6	)			(7	)			(26	)			3
Loss Before Income Taxes		735				(694	)			(2,931	)			(7,579	)
Income tax expense (recovery)— current		370				1,017				(213	)			1,862
Deferred income tax recovery		(32	)			(336	)			(32	)			(1,213	)
Loss from continuing operations	$	397			$	(1,375	)		$	(2,686	)		$	(8,228	)
Discontinued Operations
Income (loss) from discontinued operations, net of tax		(112	)			96				16,611				943
Income (Loss) for the Period	$	285			$	(1,279	)		$	13,925			$	(7,285	)

About Quisitive:Quisitive (TSXV: QUIS, OTCQX: QUISF) is a premier, global Microsoft partner leveraging the power of the Microsoft cloud platform and artificial intelligence, alongside custom and proprietary technologies, to drive transformative outcomes for its customers. The Company focuses on helping enterprises across industries leverage the Microsoft platform to adopt, innovate, and thrive in the era of AI. 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

Financial Measures and Adjusted EBITDAThere 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, 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, and earn-out settlement losses.

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 is a non-GAAP financial measure and may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA 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 does have limitations as, 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: the future growth potential of the Company and its cloud solutions business and AI offerings; the financial outlook of the Company, including growth projections, capital allocation and cost savings; potential for growth and expectations regarding the Company’s ability to capitalize on the expanding opportunities emerging from AI advancements.

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: fluctuations in general macroeconomic conditions; fluctuations in securities markets; the ability to realize on cost saving measures; the Company’s limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the technology industry; unproven markets for the Company’s product offerings; lack of regulation and customer protection; the need for the Company to manage its future strategic plans; the effects of product development and need for continued technology change; protection of proprietary rights; network security risks; the ability of the Company to maintain properly working systems; foreign currency trading risks; use and storage of personal information and compliance with privacy laws; use of the Company’s services for improper or illegal purposes; global economic and financial market conditions; uninsurable risks; changes in project parameters as plans continue to be evaluated; and those factors described under the heading "Risks Factors" in the Company's annual information form dated May 23, 2023 available on SEDAR+ at www.sedarplus.ca. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements and information. 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.