Toronto, ON – August 10, 2020 – Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS), a premier Microsoft solutions provider that helps customers navigate the ever-changing climate that their business relies upon, is pleased to announce the successful completion of its debt consolidation initiatives pursuant to the terms of a loan agreement entered into between the Company, certain material subsidiaries of the Company, as guarantors, and a leading Canadian Schedule I Chartered Bank (the “Bank”) dated August 10, 2020 (the “Loan Agreement”).
The Loan Agreement provides for a five-year term loan of US$16,133,000 (the “Term Loan”) and a revolving operating line of credit of up to US$5,000,000 (the “Operating Line”), with all debts, liabilities, and obligations of the Company and guarantors under the Term Loan and Operating Line collaterally secured by a first-ranking security interest in all of the present and future undertaking, property and assets of the Company and its material subsidiaries. The proceeds from the Term Loan were used to refinance and retire the existing debt obligations of the Company with Gideon, LLC and the lenders that advanced funds to the Company in 2019 in connection with the acquisitions of Corporate Renaissance Group Inc. and Menlo Technologies, Inc.
Interest on the Term Loan is payable on a monthly basis, based on a price grid which ranges, depending on the Company’s total senior debt to EBITDA ratio, from the Bank’s prime rate plus 1.5%, to the Bank’s prime rate plus 2.25%, with advances repayable in monthly instalments of principal plus interest with a final payment of any amounts then outstanding due at maturity. The Operating Line is repayable with monthly interest consistent with the Term Loan rates. The Loan Agreement will be filed under the Company’s issuer profile on SEDAR at www.sedar.com.
“This debt consolidation strengthens our financial position and significantly lowers our cost of capital,” stated Mike Reinhart, Chief Executive Officer of Quisitive. “We welcome this growing partnership with this leading Canadian financial institution that includes the debt consolidation as well as the key role this bank played in our recent bought deal financing.”
The Company will realize a reduction of annual interest expenses of more than US$1.5 million as a result of this debt consolidation and the recent note conversion previously announced on July 2, 2020.
For more information, contact:
Quisitive Technology Solutions, Inc.
Mike Reinhart, Chief Executive Officer and Director
Quisitive is a premier Microsoft solutions provider that helps enterprise organizations move, operate and innovate in the Microsoft cloud: Microsoft Azure, Microsoft Dynamics and Microsoft 365. Quisitive also provides proprietary Software as a Service (“SaaS”) solutions, such as CRG emPerform™ and Quisitive LedgerPay that complement the Microsoft platform. Quisitive serves clients globally with offices in Austin, TX; Dallas, TX; Denver, CO; Minneapolis, MN; Silicon Valley, CA; Washington, DC; Ottawa, ON; Toronto, ON and Hyderabad, India. For more information, visit www.Quisitive.com and follow @BeQuisitive.
Financial Measures and 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.
Cautionary Note Regarding Forward-Looking Information
Some statements in this news release contain forward-looking information. These statements include, but are not limited to, statements with respect to proposed activities, consolidation strategy and future expenditures. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, statements with respect to the financial position of the Company, and the future growth potential of the Company.
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: changes in technology, customer markets and demand for the Company’s services; the efficacy of the Company’s software and product offering; sales and margin risk; acquisition and integration risks; dependence on economic and market conditions including, but not limited to, access to equity or debt capital on favourable terms if required; changes in market dynamics including business relationships and competition; information system risks; risks associated with the introduction of new products; product design risk; risks related to the Company being a holding company; environmental risks; customer and vendor risks; credit risks; tax and insurance related risks; risks of legislative changes; risks relating to remote operations; key executive risk; risk of litigation risks; risks related to contracts with third party service providers; risks related to the enforceability of contracts; risks related to the COVID-19 pandemic; risks related to the economy generally; the limited operating history of the Company; reliance on the expertise and judgment of senior management of the Company; risks related to proprietary intellectual property and potential infringement by third parties; risks relating to financing activities including leverage; risks relating to the management of growth; increased costs associated with the Company becoming a publicly traded company; increasing competition in the industry; risks relating to energy costs; reliance on key inputs, suppliers and skilled labour; cyber-security risks; risks related to quantifying the Company’s target market; risks related to industry growth and consolidation; fraudulent activity by employees, contractors and consultants; conflicts of interest; risks related to the cost structures of certain projects; risks relating to certain remedies being limited and the difficulty of enforcement of judgments and effect service outside of Canada; risks related to future dispositions; sales by existing shareholders; the limited market for securities of the Company; price volatility of the common shares of the Company; no guarantee regarding use of available funds; currency fluctuations; and those factors described under the heading “Risks Factors” in the Company’s annual information form dated May 15, 2020 available on SEDAR. 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.
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