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HENDERSON, NV -- (Marketwired) -- 08/13/15 -- Quest Solution, Inc, "The Company" (OTCQB: QUES), today announced financial results for the second quarter and six months ended June 30, 2015 and reaffirmed full-year 2015 financial guidance.

Second Quarter and Subsequent Highlights

• Second quarter net revenues of $13.6 million, up 82.4% compared to the prior year.
• Adjusted EBITDA of $1.1 million; positive as expected
• Cash flow from operations of $1.6 million
• Signed patent license agreement with NCR enabling "Smart Targeted Advertising"
• Signed agreement with Hyperion Partners to create and launched Quest Total Solution as a Service (QTSaaS) concept
• Expanded sales force into New York and Chicago
• Expanded Board of Directors with the addition of W. Austin Lewis IV as an independent director
  
  

Second Quarter Comparative Select Financial Results

                                                 For the Three Months Ended
                                                ----------------------------
                                                  June 30,       June 30,
                                                    2015           2014
                                                ----------------------------
Revenues, net                                  $  13,557,615  $   7,434,246
Gross profit                                   $   3,330,810  $   1,360,324
    Gross profit margin                                 24.6%          18.3%
Interest expense                               $    (342,794) $        (400)
Net income (loss)                              $    (285,449) $    (262,305)
Earnings per share - basic                     $       (0.01) $       (0.01)
Earnings per share - diluted                   $       (0.01) $       (0.01)
Weighted average shares outstanding - basic       35,414,484     35,510,416
Weighted average shares outstanding - diluted     40,219,637     35,510,416
Net deferred revenue balance at 6/30/15        $     804,584  $           -
Accounts Receivable balance at 6/30/15         $  10,109,443  $   4,420,610
Adjusted EBITDA                                $   1,089,902  $    (253,391)

"As expected, we delivered positive Adjusted EBITDA for the second quarter and continue to expect additional improvement in this metric as we progress through the second half of the year," commented Tom Miller, Quest Solution's Chief Executive Officer. "As we extract synergies from recent business combinations and continue to shift of our business model towards more contracts that bundle services with our innovative hardware and software solutions, we expect our top and bottom line to continue to grow. Partnering and teaming with leading technology companies as we have is reducing our time to market with innovative, mobile and cloud-based solutions to drive quick returns on investment for our customers and further establish our recurring revenue model. Our recent win with a leading PVC piping component manufacturer is a perfect example of how our team's ingenuity and deep understanding of this long-time customer's business is expected to lead to a larger share of their technology spend. Working with this customer puts our solution to work in one of the country's largest home supply retailers and expands our opportunities to leverage our knowledge and experience for additional growth."

"To support the increasing number of opportunities in the marketplace we further expanded geographic coverage by adding sales teams in New York and Chicago over the last six months," added Miller. "These are industry-leading technology experts with a with a proven record of success in selling solutions and building deep and wide customer relationships in our target markets We will continue to add and develop strategically placed salespeople who can sell bundled solution and service projects that help to support our near and long-term growth objectives and are expected to increase our base of recurring revenue."

Scot Ross, Quest's CFO, added, "Our solutions-based strategy is gaining momentum in the marketplace, increasing the portion of our business that represents recurring revenue. With an increased percentage of revenue under long term contracts, we are gaining greater visibility into expected future financial results and are thereby confirming our full-year 2015 revenue guidance today. As of June 30, 2015, our backlog of business to be delivered over the next 6 months stands at $ 4.6 million and the net deferred revenue balance was approximately $805,000, representing hardware and service net revenue under contract that is deferred to future periods and will be recognized when services are delivered. As a reminder, this is EBITDA for which we have received the cash and paid the expense and will recognize for accounting purposes over the life of the contracts." Ross continued, "Additionally, our cash flow from operations was approximately $1.6 million, which is attributable to the integration efforts achieved during the quarter from the sales and operations team performance.

Second Quarter Financial Results

Revenue

Revenues for the three month period ended June 30, 2015 increased 82% to $13.6 million compared to $7.4 million for the three months ended June 30, 2014. This increase was due primarily to the acquisition of BCS in November 2014 and additional Quest organic sales activity sold in the second quarter of 2015. Second quarter net revenues of $13.6 million represented an increase of 27% over first quarter ending March 31, 2015.

Gross Margin

For the second quarter of 2015, gross profit margin was 24.6% of total revenues compared to 18.3% in the second quarter of 2014. The gross margin improvement was due primarily to the additional revenue generated from the BCS acquisition and the operational efficiencies achieved from the continued integration efforts of the combined companies.

Net Income (Loss)

Net GAAP accounting loss for the three month period ended June 30, 2015 was $285,449 compared to a net loss of $262,305 for the three months ended June 30, 2014.

Adjusted EBITDA

The company's operating expenses during both quarters ended June 30, 2015 and 2014 included non-cash expenses including depreciation, amortization of acquisition intangibles and stock-based compensation for employee and director stock options. Without the effect of these non-cash expenses, Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization ("Adjusted EBITDA") for the quarter ended June 30, 2015 was approximately $1.09 million compared to negative Adjusted EBITDA of $253,000 for the quarter ended June 30, 2014. Please refer to the financial tables included below for a reconciliation of GAAP to non-GAAP financial results.

Year-to-Date Financial Results

Revenue

Net Revenues for the six month period ended June 30, 2015 increased 42% to $24.2 million compared to $17.1 million for the six months ended June 30, 2014. This increase was due primarily to the acquisition of BCS in November 2014. The unaudited pro-forma revenue of Quest and BCS for 2014 would have been $19.7 million, so in comparing the two companies year over year, there was an approximate 23% increase (or $4.8 million) due to organic growth of both companies.

Gross Margin

For the first six months of 2015, gross profit margin was 23.6% of total revenues compared to 19.6% in the first six months of 2014. The gross margin improvement was due primarily to increased sales from the BCS acquisition in November 2014, continued integration efforts and operational efficiencies achieved during the quarter and year to date.

Net Income (Loss)

Net accounting loss for the six month period ended June 30, 2015 was $708,000 compared to a net loss of $16,000 for the six months ended June 30, 2014. The decrease in net income is attributable to the increase in interest expense of $737,000, of which $400,000 is non-cash original issue discount classified as interest expense in accordance with GAAP.

Adjusted EBITDA

The company's operating expenses during both six month periods ended June 30, 2015 and 2014 included non-cash expenses including depreciation, amortization of acquisition intangibles and stock-based compensation for employee and director stock options. Without the effect of these non-cash expenses, Adjusted Earnings Before Interest, Taxes and Depreciation and Amortization ("Adjusted EBITDA") for the six months ended June 30, 2015 was approximately $1.1 million compared to Adjusted EBITDA of $26,000 for the six months ended June 30, 2014. Please refer to the financial tables included below for a reconciliation of GAAP to non-GAAP financial results.

Balance Sheet Summary

Net deferred revenue consists of prepaid third party hardware service agreements, software maintenance service contracts and the related costs and expenses recorded net of the revenue charged. As stated in the footnotes to the financials, the company had deferred revenue of $7.3 million and deferred costs of $6.5 million. This net deferred revenue of $805,000 at June 30, 2015 will be recognized in income over the term of the contracts, normally 1 - 5 years, with 3 years being the average term.

Backlog

The Company's backlog of signed, contracted orders at June 30, 2015 was approximately $4.6 million. The backlog reflects orders expected to be delivered during 3rd and 4th quarters of 2015..

2015 Outlook

The company reiterated full-year 2015 financial guidance.

• Revenue of $62-$68 million, representing top-line growth between 5-15%
• Gross margin as a percentage of sales for the full year 2015 to continue to show slight improvement as the company exits the year
• Management anticipating generating positive Adjusted EBITDA in the third and fourth quarter as well, with improvement each quarter for the remainder of the year
• The above excludes impact from Viascan acquisition which is expected to close in the third quarter of 2015. Viascan is expected to contribute incremental revenue of $22 - $25 million and be accretive to Adjusted EBITDA.

About Quest Solution, Inc

Quest Solution, Inc. is a leading provider in the technology, software, and mobile data collection systems business. In November 2014, the Company announced that Bar Code Specialties, Inc. (BCS) joined with Quest Solution, Inc. The Company intends on continuing to acquire existing companies with revenues and positive cash flow.

Quest Solution, Inc. serves as a national mobility and data collection systems integrator with a focus on design, delivery, deployment and support of fully integrated mobile solutions. The Company takes a consultative approach by offering end to end solutions that include hardware, software, communications and full lifecycle management services. The highly tenured team of professionals simplifies the integration process and delivers proven problem solving solutions backed by numerous customer references.

The BCS acquisition and letter of intent with ViascanQData is in addition to the recently announced creation of a wholly-owned division focused on commercializing Intellectual Property, Patents and Distribution of industry-specific technologies in an array of new verticals. The new division will focus on the acquisition of existing intangibles, which we anticipate will provide immediate value to the company.

Information about Forward-Looking Statements

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 Statements in this press release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments, and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. This release contains "forward-looking statements" that include information relating to future events and future financial and operating performance. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: fluctuations in demand for Quest Solution, Inc.'s products, the introduction of new products, the Company's ability to maintain customer and strategic business relationships, the impact of competitive products and pricing, growth in targeted markets, the adequacy of the Company's liquidity and financial strength to support its growth, and other information that may be detailed from time-to-time in Quest Solution Inc.'s filings with the United States Securities and Exchange Commission. Examples of such forward looking statements in this release include statements regarding growth in our parts and vehicle sales and increases in our ability to produce new products. For a more detailed description of the risk factors and uncertainties affecting Quest Solution, Inc. please refer to the Company's recent Securities and Exchange Commission filings, which are available at http://www.sec.gov. Quest Solution, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Financial Tables Follow

                            Quest Solution, Inc.
                     Consolidated Statements of Earnings

                            For the three months       For the six months
                              ending June 30,           ending June 30,
                             2015         2014         2015         2014
                         ------------------------- -------------------------
Revenues
  Gross Sales            $13,731,186  $ 7,516,700  $24,443,202  $17,166,965
  Less sales returns,
   discounts & allowances   (173,571)     (82,454)    (209,617)    (110,559)
                         ------------------------- -------------------------
Total Revenues            13,557,615    7,434,246   24,233,585   17,056,406

Cost of goods sold
  Cost of goods sold      10,226,805    5,726,660   18,508,170   13,013,983
  Cost of goods sold,
   related party                   -      347,262            -      694,523
                         ------------------------- -------------------------
Total costs of goods sold 10,226,805    6,073,922   18,508,170   13,708,506

Gross profit               3,330,810    1,360,324    5,725,415    3,347,900

Operating expenses
  General and
   administrative            795,076      255,538    1,807,520      500,693
  Salary and employee
   benefits                1,854,620    1,261,297    3,179,052    2,643,013
  Depreciation and
   amortization               20,368        2,928       45,864       10,822
  Stock compensation         420,253        5,586      458,877       30,085
  Professional fees          108,083      137,989      196,563      267,764
                         ------------------------- -------------------------
Total operating expenses   3,198,400    1,663,338    5,687,876    3,452,377
                         ------------------------- -------------------------

Income (loss) from
 operations                  132,410     (303,014)      37,539     (104,477)
                         ------------------------- -------------------------

Other income (expenses):
  Gain on debt settlement          -            -            -      151,949
  Loss on license
   settlement                      -            -            -      (93,578)
  Loss on note receivable
   settlement                      -            -            -      (18,995)
  Taxes                      (64,322)           -      (64,209)           -
  Interest expense          (342,794)        (400)    (738,066)      (1,000)
  Other expenses             (38,093)           -      (38,485)           -
  Other income                27,350       41,109       95,690       50,215
                         ------------------------- -------------------------
Total other income
 (expenses)                 (417,859)      40,709     (745,070)      88,591
                         ------------------------- -------------------------

Net Income Before Income
 Taxes                      (285,449)    (262,305)    (707,531)     (15,886)

(Provision) Benefit for
 Income Taxes
  Deferred                         -            -            -            -
  Current                          -            -            -            -

Net income (loss)        $  (285,449) $  (262,305) $  (707,531) $   (15,886)
                         ========================= =========================

Net income (loss) per
 share - basic           $     (0.01) $     (0.01) $     (0.02) $     (0.00)
                         ========================= =========================
Net income (loss) per
 share - diluted         $     (0.01) $     (0.01) $     (0.02) $     (0.00)
                         ========================= =========================

Weighted average number
 of common shares
 outstanding - basic      35,414,484   35,510,416   35,224,128   33,385,416
                         ========================= =========================
Weighted average number
 of common shares
 outstanding - diluted    40,219,637   35,510,416   40,219,637   33,385,416
                         ========================= =========================



                            Quest Solution, Inc.
                         Consolidated Balance Sheets

                                                            As of
                                                    June 30,    December 31,
                                                      2015          2014
                                                 ---------------------------
ASSETS
Current assets
  Cash                                           $    322,317  $    233,741
  Accounts receivable, net of allowances of
   $52,924 and $62,800, respectively               10,109,443     9,099,229
  Inventory                                           383,350       606,231
  Prepaids                                            669,887       191,498
  Other current assets                                  1,450       377,060
                                                 ---------------------------
    Total current assets                           11,486,447    10,507,759

  Fixed assets, net of accumulated depreciation
   of $3,062,903 and $1,781,086, respectively         181,587       206,662
  Deferred tax asset                                1,299,417     1,299,417
  Goodwill                                         14,101,306    14,101,306
  Trade name                                        2,700,000     2,700,000
  Intangibles, net                                    568,067       466,870
  Customer Relationships                            4,390,000     4,390,000
  Other assets                                        641,749       317,304
                                                 ---------------------------
Total assets                                     $ 35,368,573  $ 33,989,318
                                                 ===========================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
  Accounts payable and accrued liabilities       $  8,564,562  $  7,406,146
  Accrued interest and liabilities, related party     278,770        51,806
  Line of credit                                    1,718,128     1,819,345
  Advances, related party                             400,000        50,000
  Accrued payroll and sales tax                     1,661,789       917,079
  Deferred revenue, net                               804,584       297,277
  Current portion of note payable                     150,000       310,000
  Notes payable, related parties, current portion   2,805,857     4,201,650
  Other current liabilities                           403,608       548,425
                                                 ---------------------------
    Total current liabilities                      16,780,667    15,601,353

Long term liabilities
  Note payable, related party, net of debt
   discount                                        17,076,599    17,007,175
  Deferred tax liability                                    -        29,783
  Other long term liabilities                         307,822       157,495
                                                 ---------------------------
Total liabilities                                  34,171,720    32,795,806

Stockholders' equity (deficit)
  Preferred stock; $0.001 par value; 25,000,000
   shares authorized 500,000 and 500,000 shares
   outstanding as of June 30, 2015 and December
   31, 2014, respectively.                                500           500
  Common stock; $0.001 par value; 100,000,000
   shares authorized; 36,616,495 and 35,029,495
   shares outstanding of June 30, 2015 and
   December 31, 2014, respectively.                    36,616        35,029
  Additional paid-in capital                       18,609,425    17,900,139
  Accumulated (deficit)                           (17,449,688)  (16,742,156)
                                                 ---------------------------
    Total stockholders' equity (deficit)            1,196,853     1,193,512
                                                 ---------------------------
Total liabilities and stockholders' equity       $ 35,368,573  $ 33,989,318
                                                 ===========================



                 Quest Solution, Inc.
                      Unaudited
 Reconciliation of GAAP Measures to Non-GAAP Measures

                                       3 months ended
                                       June 30, 2015

Net income (loss)                       $  (285,449)
                                      ===============

Stock based compensation and options      440,560
Deferred revenue net                      507,307
Interest expenses                         342,794
Tax                                        64,322
Depreciation                               20,368
                                      ---------------
Adjusted EBITDA                         $  1,089,902



                                       6 months ended
                                       June 30, 2015

Net income (loss)                       $  (707,531)
                                      ===============

Stock based compensation and options      458,877
Deferred revenue net                      507,307
Interest expenses                         738,066
Tax                                        64,209
Depreciation                               45,864
                                      ---------------
Adjusted EBITDA                         $  1,106,792