6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of August 2023

Commission File Number: 001-40413

Quipt Home Medical Corp.

(Translation of registrant’s name into English)

1019 Town Drive

Wilder, Kentucky 41076

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☐                Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

EXHIBIT INDEX

Exhibit	Description
99.1	Condensed Consolidated Interim Financial Statements and notes thereto as at and for the three and nine months ended June 30, 2023 and 2022
99.2	Management’s Discussion and Analysis for the three and nine months ended June 30, 2023
99.3	Form 52-109F2 - Certification of Interim Filings (CEO) dated August 14, 2023
99.4	Form 52-109F2 - Certification of Interim Filings (CFO) dated August 14, 2023
99.5	News Release dated August 14, 2023

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Quipt Home Medical Corp.
Date: August 14, 2023	/s/ Gregory Crawford
	Chief Executive Officer

EX-99.1

Exhibit 99.1

Quipt Home Medical Corp.

Condensed Consolidated Interim Financial Statements

2023 Third Quarter

For the three and nine months ended

June 30, 2023 and 2022

(UNAUDITED)

(Expressed in US Dollars)

TABLE OF CONTENTS

Condensed Consolidated Interim Statements of Financial Position	Page 1
Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)	Page 2
Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity	Page 3
Condensed Consolidated Interim Statements of Cash Flows	Page 4
Notes to the Condensed Consolidated Interim Financial Statements	Pages 5-16

Quipt Home Medical Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(UNAUDITED)

(Expressed in thousands of US Dollars, except per share amounts)

	As at		As at
	June 30,		September 30,
	2023		2022
ASSETS
Current Assets
Cash	$	20,445	$	8,516
Accounts receivable, net		23,817		16,383
Inventory		19,449		15,585
Prepaid and other current assets		3,188		1,052
Total current assets		66,899		41,536
Long-term assets
Property, equipment, and right of use assets, net		51,401		33,497
Goodwill		50,850		28,208
Intangible assets, net		72,961		28,887
Other assets		274		86
Total long-term assets		175,486		90,678
TOTAL ASSETS	$	242,385	$	132,214
LIABILITIES
Current Liabilities
Accounts payable	$	24,373	$	13,841
Accrued liabilities		5,329		3,451
Current portion of equipment loans		13,198		5,473
Current portion of lease liabilities		4,704		3,304
Current portion of senior credit facility		3,353		6,857
Deferred revenue		4,451		3,036
Purchase price payable		359		5,778
Total current liabilities		55,767		41,740
Long-term Liabilities
Equipment loans		106		234
Lease liabilities		13,562		7,195
Senior credit facility		61,966		3,378
SBA Loan		—		120
TOTAL LIABILITIES		131,401		52,667
SHAREHOLDERS' EQUITY
Capital stock		247,444		214,254
Contributed surplus		26,024		26,317
Accumulated deficit		(162,484)		(161,024)
TOTAL SHAREHOLDERS' EQUITY		110,984		79,547
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	242,385	$	132,214

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Page   1

Quipt Home Medical Corp.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS) AND

COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(Expressed in thousands of US Dollars, except per share amounts)

		Three Months		Three Months		Nine Months		Nine Months
		Ended June 30,		Ended June 30,		Ended June 30,		Ended June 30,
	Notes	2023		2022		2023		2022
Revenue
Rentals of medical equipment		$	25,707	$	18,106	$	68,648	$	50,953
Sales of medical equipment and supplies			34,577		18,586		90,571		48,817
Total revenues			60,284		36,692		159,219		99,770
Cost of inventory sold			16,630		8,906		41,613		23,919
Operating expenses	13		27,385		16,926		74,533		46,597
Bad debt expense			2,425		3,404		7,190		8,983
Depreciation			10,208		4,602		24,328		14,159
Amortization of intangible assets	7		1,490		761		3,746		1,676
Stock-based compensation	11		2,034		1,325		3,911		4,596
Acquisition-related costs	3		(25)		156		1,132		223
Gain on disposal of property and equipment			(33)		(7)		(88)		(10)
Other income from government grant			—		—		—		(4,254)
Operating income			170		619		2,854		3,881
Financing expenses
Interest expense, net			1,969		522		4,704		1,507
Loss (gain) on foreign currency transactions			(442)		(44)		(430)		82
Loss on extinguishment of debt			—		—		30		—
Change in fair value of debentures			—		(177)		—		(1,235)
Income (loss) before taxes			(1,357)		318		(1,450)		3,527
Provision (benefit) for income taxes	14		(323)		155		10		458
Net income (loss)		$	(1,034)	$	163	$	(1,460)	$	3,069
Net income (loss) per share	15
Basic earnings (loss) per share		$	(0.03)	$	0.00	$	(0.04)	$	0.09
Diluted earnings (loss) per share		$	(0.03)	$	0.00	$	(0.04)	$	0.08
Weighted average number of common shares outstanding (in thousands):
Basic			40,584		33,559		37,434		33,449
Diluted			40,584		37,863		37,434		38,109

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Page   2

Quipt Home Medical Corp. 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’

EQUITY (UNAUDITED)

(Expressed in thousands of US Dollars, except per share amounts)

		Number of									Total
		shares	Capital		Contributed		Shares to		Accumulated			shareholders'
	Notes	(000’s)	stock		surplus		be Issued		Deficit			equity
Balance September 30, 2021		33,350	$	202,827	$	21,001	$	657	$	(165,863)		$	58,622
Net income		—		—		—		—		3,069			3,069
Conversion of debentures	10	160		884		—		—		—			884
Stock options exercised	11	22		204		(25)		—		—			179
Compensation options exercised	11	115		528		(153)		—		—			375
Stock-based compensation	11	—		—		4,596		—		—			4,596
Balance June 30, 2022		33,647	$	204,443	$	25,419	$	657	$	(162,794)		$	67,725
Balance September 30, 2022		35,605	$	214,254	$	26,317	$	—	$	(161,024)		$	79,547
Net loss		—		—		—		—		(1,460)			(1,460)
Acquisition of Great Elm	3	432		2,060		—		—		—			2,060
Issuance of shares, net of issuance costs	11	5,409		27,866		—		—		—			27,866
Settlement of restricted stock units	11	526		2,791		(4,129)		—		—			(1,338)
Stock options exercised	11	101		473		(75)		—		—			398
Change in cumulative translation adjustment		—		—		—		—		—			—
Stock-based compensation	11	—		—		3,911		—		—			3,911
Balance June 30, 2023		42,073	$	247,444	$	26,024	$	—	$	(162,484)		$	110,984

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Page   3

Quipt Home Medical Corp. 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in thousands of US Dollars, except per share amounts)

		Nine months		Nine months
		ended June 30,		ended June 30,
	Notes	2023		2022
Operating activities
Net income (loss)		$	(1,460)	$	3,069
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	7		28,074		15,835
Amortization of financing costs and accretion of purchase price payable	3, 10		447		168
Interest expense, net of amortization and accretion	10		4,257		1,339
Cash paid for interest			(3,808)		(1,520)
Loss on foreign currency transactions			(430)		82
Gain on fair value of convertible debentures	10		—		(1,235)
Gain on disposal of property and equipment			(88)		(10)
Loss on extinguishment of debt			30		—
Stock-based compensation	11		3,911		4,596
Other income from government grant			—		(4,254)
Adjustments to purchase price payable			(95)		—
Provision for income taxes			10		458
Cash paid for income taxes			(515)		(468)
Change in working capital (net of acquisitions):
Net (increase) decrease in accounts receivable			(1,902)		497
Net increase in inventory			(2,469)		(1,081)
Net (increase) decrease in prepaid and other current assets			(1,578)		801
Net increase (decrease) in deferred revenue			393		(117)
Net increase in accounts payables and accrued liabilities			2,535		1,273
Net cash flow provided by operating activities			27,312		19,433
Investing activities
Purchase of property and equipment	6		(4,959)		(6,020)
Cash proceeds from sale of property and equipment			84		283
Cash paid for acquisitions, net of cash acquired			(71,869)		(28,687)
Net cash flow used in investing activities			(76,744)		(34,424)
Financing activities
Repayments of loans	10		(12,651)		(9,214)
Repayments of leases	10		(3,200)		(2,857)
Issuance of debt under senior credit facility	10		64,000		—
Repayments of senior credit facility	10		(8,788)		—
Proceeds from borrowings on the revolving credit facility	10		—		12,000
Issuance costs related to senior credit facility	10		(467)		—
Payments of purchase price payable	3		(4,889)		(1,468)
Settlement of restricted stock units	11		(1,338)		—
Issuance of shares, net of issuance costs			27,866		—
Proceeds from exercise of compensation options	11		—		375
Proceeds from exercise of options	11		398		179
Net cash flow provided by (used in) financing activities			60,931		(985)
Net increase (decrease) in cash			11,499		(15,976)
Effect of exchange rate changes on cash held in foreign currencies			430		(98)
Cash, beginning of period			8,516		34,612
Cash, end of period		$	20,445	$	18,538

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Page   4

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) JUNE 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

1. Nature of operations

Reporting entity

Quipt Home Medical Corp. (“Quipt” or the “Company”) was incorporated under the Business Corporations Act (Alberta) on March 5, 1993. On December 30, 2013, the Company was continued into British Columbia, Canada. The address of the registered office is 666 Burrard St, Vancouver, British Columbia, V6C 2Z7. The head office is located at 1019 Town Drive, Wilder, Kentucky, United States. The Company is a participating Medicare provider that provides i) nebulizers, oxygen concentrators, and CPAP (continuous positive airway pressure) and BiPAP (bi level positive air pressure) units; ii) traditional and non-traditional durable medical equipment and services; and iii) non-invasive ventilation equipment, supplies and services.

Basis of measurement

These consolidated financial statements have been prepared on a going concern basis that assumes that the Company will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of operations.

2. Summary of significant accounting policies

Statement of compliance

These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (IAS) 34, “Interim Financial Reporting”, using accounting policies consistent with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. These condensed consolidated interim financial statements do not include all the disclosures required in annual consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended September 30, 2022.

The Company has followed the same basis of presentation, accounting policies and method of computation for these condensed consolidated interim financial statements as disclosed in the annual audited consolidated financial statements for the year ended September 30, 2022.

The unaudited consolidated financial statements were approved and authorized for issuance by the Board of Directors on August 14, 2023.

3. Business acquisitions

Acquisition of Great Elm Healthcare, LLC

On January 3, 2023, the Company, through one of its indirect wholly-owned subsidiaries, acquired Great Elm Healthcare, LLC (“Great Elm”). The purchase price was $73,929,000, which is comprised of approximately $72,689,000 in cash to the sellers and 431,996 Quipt common shares at a closing price per share of $4.77 for $2,060,000, less $820,000 of cash acquired. The net cash was obtained from the delayed draw term loan and revolving credit facility of the senior credit facility described in Note 10. The Company expensed $1,084,000 of professional fees in conjunction with the acquisition for the nine months ended June 30, 2023.

Page   5

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) JUNE 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

The pro forma revenues and net income for Great Elm for the nine months ended June 30, 2023 as if the acquisition had occurred on October 1, 2022 was approximately $50,000,000 and $2,500,000, respectively, of which approximately $33,000,000 and $2,400,000 were recognized in the period from January 3, 2023 to June 30, 2023.

The fair value of the acquired assets and liabilities is provisional pending final valuations of the assets and liabilities and is as follows:

Accounts receivable	$	5,531
Inventory		1,398
Prepaid and other current assets		584
Property, equipment, and right of use assets		13,261
Goodwill		23,186
Intangible assets		47,820
Other assets		161
Accounts payable		(6,085)
Accrued liabilities		(3,845)
Deferred revenue		(1,022)
Equipment loans		(4,259)
Lease liabilities		(2,801)
Net assets acquired	$	73,929
Cash paid at closing	$	72,689
Cash acquired		(820)
Equity issued at closing		2,060
Consideration paid or payable	$	73,929

The goodwill is attributable to expected synergies from the combining operations. All of the goodwill is deductible for income tax purposes.

Purchase Price Payable

The purchase price payable included on the statements of financial position consists of amounts related to prior period acquisitions. Below is the movement in purchase price payable for the nine months ended June 30, 2023 and 2022, respectively:

	Amount
Balance September 30, 2021 (current $2,383, long-term $133)	$	2,516
Addition from acquisitions		5,762
Accretion of interest		63
Payments		(1,468)
Balance June 30, 2022 (current $6,873, long-term $0)	$	6,873
Balance September 30, 2022 (current $5,778, long-term $0)	$	5,778
Adjustments on prior acquisitions		(639)
Accretion of interest		109
Payments		(4,889)
Balance June 30, 2023 (current $359, long-term $0)	$	359

Page   6

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) JUNE 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

Of the adjustments on prior acquisitions for the nine months ended June 30, 2023, $544,000 was adjusted through goodwill and $95,000 was included in “Acquisition-related costs” on the condensed consolidated interim statements of income (loss).

4. Accounts Receivable

Accounts receivable represent amounts due from insurance companies and patients. As of June 30, 2023, the Company has approximately 12% of the Company’s receivables due from Medicare:

	As at		As at
	June 30, 2023		September 30, 2022
Gross receivable	$	32,550	$	27,122
Reserve for expected credit losses		(8,733)		(10,739)
Total	$	23,817	$	16,383

5. Inventory

Inventory was comprised of the following as at June 30, 2023 and September 30, 2022:

	As at June 30,		As at September 30,
	2023		2022
Serialized	$	7,590	$	5,814
Non-serialized		12,073		9,854
Reserve for slow-moving		(214)		(83)
Total Inventory	$	19,449	$	15,585

The expense for slow-moving inventory is included within cost of inventory sold in the condensed consolidated statement of income (loss) and comprehensive income (loss).

6. Property and equipment and right of use assets

The property and equipment and right of use assets was comprised of the following:

	As at			As at
Cost	June 30, 2023		September 31, 2022
Property and equipment, net	$	32,776	$	22,750
Right of use assets, net		18,625		10,747
Total	$	51,401	$	33,497

Rental equipment transferred from inventory during the nine months ended June 30, 2023 and 2022 was $20,187,000 and $12,029,000 respectively. For the nine months ended June 30, 2023 and 2022, the Company obtained equipment loans (Note 10) of $15,839,000 and $6,183,000, respectively, with the balance of $4,348,000 and $5,846,000 paid in cash, respectively.

7. Goodwill and Intangible Assets

The following is the activity in goodwill and intangible assets for the nine months ended June 30, 2023 and 2022:

Page   7

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) JUNE 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

							Sub-total
							intangibles
			Customer		Other		with finite
Cost	Goodwill		relationships		Intangibles		lives		Total
Balance September 30, 2021	$	12,456	$	20,690	$	8,109	$	28,799	$	41,255
Acquisitions		22,120		—		5,300		5,300		27,420
Disposals		—		—		(2)		(2)		(2)
Balance June 30, 2022	$	34,576	$	20,690	$	13,407	$	34,097	$	68,673
Balance September 30, 2022	$	28,208		34,898		10,499	$	45,397	$	73,605
Acquisitions		23,186		42,000		5,820		47,820		71,006
Adjustments to prior year acquisitions		(544)		—		—		—		(544)
Balance June 30, 2023	$	50,850	$	76,898	$	16,319	$	93,217	$	144,067

							Sub-total
							intangibles
			Customer		Other		with finite
Accumulation amortization	Goodwill		relationships		Intangibles		lives		Total
Balance September 30, 2021	$	—	$	8,267	$	5,658	$	13,925	$	13,925
Amortization		—		—		1,676		1,676		1,676
Disposals		—		—		(2)		(2)		(2)
Balance June 30, 2022	$	—	$	8,267	$	7,332	$	15,599	$	15,599
Balance September 30, 2022	$	—	$	10,345	$	6,165	$	16,510	$	16,510
Amortization		—		2,985		761		3,746		3,746
Balance June 30, 2023	$	—	$	13,330	$	6,926	$	20,256	$	20,256

							Sub-total
							intangibles
			Customer		Other		with finite
Net carrying amount	Goodwill		relationships		Intangibles		lives		Total
Balance September 30, 2021	$	12,456	$	12,423	$	2,451	$	14,874	$	27,330
Balance June 30, 2022	$	34,576	$	12,423	$	6,075	$	18,498	$	53,074
Balance September 30, 2022	$	28,208	$	24,553	$	4,334	$	28,887	$	57,095
Balance June 30, 2023	$	50,850	$	63,568	$	9,393	$	72,961	$	123,811

8. Government Grant

During the year ended September 30, 2020, the Company received payments related to the US CARES Act.

Payroll Protection Plan (“PPP’)

During April 2020, the Company received $4,254,000 related to the PPP, which was to assist companies in maintaining their workforce. The loans and accrued interest were forgivable if the borrower uses the loan proceeds for eligible purposes. On March 23, 2022, the loan was forgiven, and “other income from government grant” was recorded in the condensed consolidated interim financial statements for the nine months ended June 30, 2022. No balance remained on the balance sheet as of June 30, 2023 and September 30, 2022.

Page   8

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) JUNE 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

9. Deferred Revenue

Activity for deferred revenue for the nine months ended June 30, 2023 and 2022 is as follows:

	For the nine		For the nine
	months ended		months ended
	June 30, 2023		June 30, 2022
Beginning Balance	$	3,036	$	2,452
Acquisitions		1,022		424
Net change		393		(118)
Ending Balance	$	4,451	$	2,758

10. Long-term Debt

Senior Credit Facility

In September 2022, the Company entered into a five-year, $110,000,000 senior credit facility (“Facility”) with a group of US banks. The facility consists of a.) a delayed draw term loan facility of $85,000,000, of which $64,000,000 was drawn on January 3, 2023, to partially fund the acquisition of Great Elm, b.) a term loan of $5,000,000 that was drawn at closing, and c.) a $20,000,000 revolving credit facility. The Facility amended the $20,000,000 revolving credit facility that was entered into in September 2020. The Facility is secured by substantially all assets of the Company and is subject to certain financial covenants.  

The Facility bears interest at variable rates ranging in length from one to three months and has fees for unused balances. The rate is based on a secured overnight financing rate plus a spread of 2.1% to 2.85% (2.6% as of June 30, 2023) based on the Company’s leverage ratio. The Company is required to obtain interest rate protection agreements covering at least half of the outstanding principal amount by November 2023.

As of June 30, 2023, the outstanding balances under the Facility totaled $67,213,000, comprised of $62,400,000 on the delayed draw term loan and $4,813,000 on the term loan, both bearing interest at 8.0%. The delayed draw term loan is repayable in quarterly installments of $800,000, with the balance due at maturity. The term loan is repayable in quarterly installments of $62,500, with the balance due at maturity. The revolving credit facility has no balance as of June 30, 2023.

Interest expense on the Facility was $1,380,000 and $3,000,000 for the three and nine months ended June 30, 2023, respectively. The fair value of the facility approximates the carrying value as of June 30, 2023 and September 30, 2022.

The Company has cumulatively incurred $2,246,000 in financing costs to obtain the Facility, which is reflected as a reduction of the outstanding balance and will be amortized as interest expense using the effective interest method over the life of the Facility. During the three and nine months ended June 30, 2023, $114,000 and $338,000 of amortization of deferred financing costs was recorded, respectively.

Page   9

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) JUNE 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

The revolving credit facility that was replaced with the Facility incurred issuance costs that were being amortized on a straight-line over the four-year term of the facility for a total of $35,000 and $105,000 for the three and nine months ended June 30, 2022, respectively.

A summary of the balances related to the Facility as of June 30, 2023 and September 30, 2022 is as follows:

	As of		As of
	June 30, 2023		September 30, 2022
Delayed draw term loan	$	62,400	$	—
Term loan		4,813		5,000
Revolving credit facility		—		7,000
Total principal		67,213		12,000
Deferred financing costs		(1,894)		(1,765)
Net carrying value	$	65,319	$	10,235
Current portion		3,353		6,857
Long-term portion		61,966		3,378
Net carrying value	$	65,319	$	10,235

Debentures

On March 7, 2019, the Company issued C$15,000,000 in 8.0% Convertible Unsecured Debentures due March 7, 2024, with interest payable semi-annually on June 30 and December 31. Each C$1,000 (US$807) debenture was convertible at the option of the holder into 192.31 common shares. Beginning March 9, 2022, the Company could force conversion of the outstanding principal at a conversion price of C$5.20 per share, if the daily volume weighted average price of the common shares exceeds C$6.48 per share for twenty consecutive trading days. The Company exercised this option during the year ended September 30, 2022. No debentures remain outstanding as of June 30, 2023 or September 30, 2022.

The debentures contained multiple embedded derivatives including conversion right, forced conversion option and payment in lieu of common shares. Since the Company was unable to measure the fair value of embedded derivatives reliably, it had chosen to designate the convertible debentures in their entirety (including conversion right, forced conversion option and payment in lieu of common shares) to be subsequently measured at fair value through profit or loss (FVTPL). The debentures were valued at fair value using the current trading price, and a gain of $177,000 and $1,235,000 was recorded for the three and nine months ended June 30, 2022, respectively.

Equipment Loans

The Company is offered financing arrangements from the Company’s suppliers and the suppliers’ designated financial institutions, under which payments for certain invoices or products can be financed and paid over an extended period. The financial institution pays the supplier when the original invoice becomes due, and the Company pays the third-party financial institution over a period of time. In most cases, the supplier accepts a discounted amount from the financial institution and the Company repays the financial institution the face amount of the invoice with no stated interest, in twelve equal monthly installments. The Company used an incremental borrowing rate of 6% - 7% to impute interest on these arrangements. There are no covenants with the loans and the carrying value of the equipment that is pledged as security against the loans is $23,375,000 and $14,949,000 as of June 30, 2023 and September 30, 2022, respectively.

Page   10

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) JUNE 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

Following is the activity in equipment loans for the nine months ended June 30, 2023 and 2022:

	Nine months ended		Nine months ended
	June 30, 2023		June 30, 2022
Beginning Balance	$	5,707	$	7,384
Additions:
Acquisitions		4,259		1,128
Operations		15,839		6,183
Repayments		(12,501)		(9,214)
Ending Balance		13,304		5,481
Current portion		13,198		5,158
Long-term portion	$	106	$	323

Leases Liabilities

The Company enters into leases for real estate and vehicles. Real estate leases are valued at the net present value of the future lease payments at incremental borrowing rates ranging from 6.3% to 8.8%. Vehicle leases are recorded at rate implicit in the lease based on the current value and the estimated residual value of the vehicle, equating to rates ranging from 3.0% to 11.3%.

Following is the activity in lease liabilities for the nine months ended June 30, 2023 and 2022:

			Real
	Vehicles		estate		Total
Balance September 30, 2021	$	2,414	$	5,351	$	7,765
Additions:
Acquisitions		571		2,489		3,060
Operations		340		1,303		1,643
Lease terminations		—		(80)		(80)
Repayments		(1,138)		(1,719)		(2,857)
Balance June 30, 2022	$	2,187	$	7,344	$	9,531
Balance September 30, 2022	$	1,993	$	8,506	$	10,499
Additions:
Acquisitions		365		2,436		2,801
Operations		908		7,258		8,166
Repayments		(586)		(2,614)		(3,200)
Balance June 30, 2023	$	2,680	$	15,586	$	18,266

Page   11

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) JUNE 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

Future payments pursuant to lease liabilities are as follows:

	As at		As at
	June 30, 2023		September 30, 2022
Less than 1 year	$	5,953	$	3,979
Between 1 and 5 years		13,513		7,443
More than five years		2,207		1,108
Gross lease payments		21,673		12,530
Less: finance charges		(3,407)		(2,031)
Net lease liabilities		18,266		10,499
Current portion		4,704		3,304
Long-term portion	$	13,562	$	7,195

SBA Loan

In conjunction with an acquisition, the Company assumed an SBA Loan. The face amount of the loan was $150,000 and bears interest at a stated interest rate of 3.75%. Due to the below-market interest rate, the Company valued the loan at the net present value of the payments using the incremental borrowing rate of 6%, resulting in a fair value on the acquisition date of $119,000. The loan was payable in monthly principal and interest installments of $731 through May 2051 and was secured by substantially all the assets of the acquired subsidiary. The loan was paid off during the three and nine months ended June 30, 2023, and a loss on extinguishment of approximately $30,000 was recorded in the condensed consolidated interim financial statements.

Following is the activity in the SBA Loan for the nine months ended June 30, 2023 and 2022:

	Nine months ended		Nine months ended
	June 30, 2023		June 30, 2022
Beginning Balance	$	120	$	121
Loss on extinguishment		30		—
Repayments		(150)		(1)
Ending Balance	$	—	$	120

11. Share capital

The Company considers its capital to be shareholders’ equity, which is comprised of capital stock, contributed surplus, shares to be issued, and accumulated deficit, in the amount of $110,984,000 and $79,547,000 as at June 30, 2023 and September 30, 2022, respectively.

Issued share capital

The Company has only one class of common stock outstanding. Common shares are classified as equity, and costs related to the issuance of common shares are recognized as a reduction of equity.  

Issuance of common shares

On April 25, 2023, the Company completed a bought deal public offering and brokered private placement. The Company issued a total of 5,409,000 common shares for aggregate gross proceeds of approximately C$42,500,000, or $31,200,000. Underwriters received a commission of approximately C$2,100,000, or $1,500,000, and other professional fees of

Page   12

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) JUNE 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

approximately $1,800,000 were incurred for net proceeds of approximately $27,900,000. A portion of the net proceeds have been used to fully pay down the revolver portion of the Facility during the three months ended June 30, 2023.

Shares to be issued

The Company acquired a company during the year ended September 30, 2021, with a portion of the purchase price payable in shares. The fair value of the stock had been discounted by 25%, using the Black-Scholes pricing model for put options, to reflect the inability to sell the stock for a period and for the time between the date of the acquisition and the dates the stock was to be issued. The shares that were scheduled to be issued in August 2022, were settled instead, upon mutual agreement of the parties, with a cash payment of $1,100,000 in the fourth quarter of fiscal year 2022.

Stock options and grants

The Company has a stock option plan, which it uses for grants to directors, officers, employees, and consultants. Options granted under the plan are non-assignable and may be granted for a term not exceeding ten years. Stock options having varying vesting periods and the options granted during the nine months ended June 30, 2023 vest quarterly over eight or twelve quarters.

A summary of stock options is provided below:

		Weighted
	Number of options (000’s)	average exercise price
Balance September 30, 2021	3,786	C$	4.15
Issued	195		6.69
Exercised	(22)		1.50
Expired	(21)		6.18
Forfeited	(115)		8.48
Balance June 30, 2022	3,823	C$	4.15
Balance September 30, 2022	3,751	C$	4.24
Issued	435		8.30
Exercised	(101)		5.29
Expired	(42)		6.96
Forfeited	(49)		7.15
Balance June 30, 2023	3,994	C$	4.49

At June 30, 2023, the Company had 3,138,322 vested stock options with a weighted average exercise price of C$3.47.  

Restricted stock units

On May 20, 2021, 953,750 restricted stock units were granted to officers and directors. Each unit represents the right to ‎receive one common share, and vests over a period of two years from the grant date at the rate of one-eighth every three months commencing three months after the grant date. During the year ended September 30, 2022, 105,000 units were forfeited. On February 1, 2022, 81,340 restricted stock units were granted to officers. Each unit represents the right to ‎receive one common share and vested in four installments on the last day of each calendar quarter of 2022. The 645,313 units that vested in calendar years 2021 and 2022 were settled through the issuance of 526,193 shares during the three and nine months ended June 30, 2023. The number of shares issued was less than the number of units settled due to the officers’ election to receive a reduced number of shares to satisfy their tax withholding obligations. These tax withholdings resulted in a cash outflow of $1,338,000 by the Company.

Page   13

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) JUNE 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

On February 20, 2023, 831,000 restricted stock units were granted to officers and directors. Each unit represents the right to ‎receive one common share, and vests over a period of two years from the grant date at the rate of one-eighth every three months commencing three months after the grant date.

As of June 30, 2023, a total of 932,719 restricted stock units were outstanding, of which 205,594 had vested.

The fair value of the restricted stock units on the date of grant are discounted to reflect the difference between the vesting dates and the expected issuance dates, to be expensed over the respective vesting periods with an increase to contributed surplus.

Stock-based compensation

The Company accounts for stock-based compensation using the fair value method as prescribed by IFRS 2. Under this method, the fair value of stock options and restricted stock units at the date of grant is expensed over the vesting period and the offsetting credit is recorded as an increase in contributed surplus. An estimate of the number of awards that are expected to be forfeited is also made at the time of grant and revised periodically if actual forfeitures differ from those estimates.

For the three and nine months ended June 30, 2023 and 2022, the Company recorded stock-based compensation expense as follows:

	Three Months		Three Months		Nine months		Nine months
	Ended June 30,		Ended June 30,		Ended June 30,		Ended June 30,
	2023		2022		2023		2022
Restricted stock units	$	1,412	$	600		2,468		2,250
Stock options		622		725		1,443		2,346
Stock-based compensation expense	$	2,034	$	1,325	$	3,911	$	4,596

12. Commitments and contingencies

Commitments

The Company leases certain facilities with terms of less than a year that are classified as operating leases. Future payments pursuant to these leases are $45,000 as of June 30, 2023, which are all due in less than one year.

Contingencies

From time to time, the Company is involved in various legal proceedings arising from the ordinary course of business. None of the matters in which the Company is currently involved, either individually, or in the aggregate, is expected to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

Page   14

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) JUNE 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

13. Operating expenses

	Three months		Three months		Nine months		Nine months
	ended June 30,		ended June 30,		ended June 30,		ended June 30,
	2023		2022		2023		2022
Payroll and employee benefits	$	18,160	$	10,418	$	49,115	$	29,002
Facilities		1,222		906		3,674		2,403
Billing		2,444		1,656		6,644		4,501
Professional fees		881		787		2,631		2,758
Outbound freight		1,185		570		3,000		1,486
Vehicle fuel and maintenance		1,066		861		2,889		2,107
Bank and credit card fees		520		277		1,226		710
Technology		357		206		1,006		550
Insurance		408		420		1,248		1,203
All other		1,142		825		3,100		1,877
Total operating expenses	$	27,385	$	16,926	$	74,533	$	46,597

14. Income taxes

As of June 30, 2023 and September 30, 2022, the Company's net deferred tax asset or liability was zero. Cumulative net deferred tax assets, which is primarily the net operating loss carryforward, are fully reserved, as there is not sufficient evidence to conclude it is more likely than not the net deferred tax assets are realizable. There is no current payable for federal income taxes. Prepaid state and local income taxes of $259,000 has been included within “Prepaid and other current assets” in the condensed consolidated interim statements of financial position as of June 30, 2023. Accrued state and local taxes payable of $246,000 has been included within “Accrued liabilities” in the condensed consolidated interim statements of financial position as of September 30, 2022. The provision (benefit) for income taxes relates to state and local income taxes, and was ($323,000) and $10,000 for the three and nine months ended June 30, 2023, respectively, and $155,000 and $458,000 for the three and nine months ended June 30, 2022, respectively.

15. Income (loss) per share

Income (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. Diluted loss per share amounts are calculated giving effect to the potential dilution that would occur from the incremental shares issued if in-the-money securities or other contracts to issue common shares were exercised or converted to common shares by assuming the proceeds received from the exercise of stock options and warrants are used to purchase common shares at the prevailing market price. For periods with a net loss, the potential dilutive shares were excluded because their effect is anti-dilutive.

The following reflects the earnings and share data used in the basic and diluted income (loss) per share computations:

	Three months		Three months		Nine months		Nine months
	ended June 30,		ended June 30,		ended June 30,		ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	(1,034)	$	163	$	(1,460)	$	3,069
Basic weighted average number of shares		40,584		33,559		37,434		33,449
Diluted weighted average number of shares		40,584		37,863		37,434		38,109
Basic earnings (loss) per share	$	(0.03)	$	0.00	$	(0.04)	$	0.09
Diluted earnings (loss) per share	$	(0.03)	$	0.00	$	(0.04)	$	0.08

Page   15

Quipt Home Medical Corp. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS (UNAUDITED) JUNE 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands of US Dollars, except per share amounts)

The effect of instruments exercisable or convertible to common shares for the three and nine months ended June 30, 2023 were excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

16. Related party transactions

The Company has six leases for office, warehouse, and retail space with a rental company affiliated with the Company’s Chief Executive Officer, the majority of which were entered into in 2015, five of which were renewed on October 1, 2022. The leases have a combined area of 74,520 square feet. Lease payments under these leases were approximately $65,000 and $52,000 per month for the nine months ended June 30, 2023 and 2022, respectively, with increases on October 1 of each year equal to the greater of (i) the Consumer Price Index for All Urban Consumers (CPI-U), and (ii) 3%. One lease expires in June 2026 and the remaining five leases expire on September 30, 2029.

Expense for Board of Directors’ fees were $69,000 and $89,000 for the three months ended June 30, 2023 and 2022, respectively. Expense for Board of Directors’ fees were $226,000 and $230,000 for the nine months ended June 30, 2023 and 2022, respectively. Stock-based compensation for the Board of Directors was $672,000 and $303,000 for the three months ended June 30, 2023 and 2022, respectively. Stock-based compensation for the Board of Directors was $1,476,000 and $540,000 for the nine months ended June 30, 2023 and 2022, respectively.

Key management personnel also participate in the Company’s share option program (see Note 11). The Company recorded compensation to key management personnel as follows:

	Three months		Three months		Nine months		Nine months
	ended June 30,		ended June 30,		ended June 30,		ended June 30,
	2023		2022		2023		2022
Salaries and benefits	$	299	$	240	$	846	$	751
Stock-based compensation		676		1,183		1,669		2,851
Total	$	975	$	1,423	$	2,515	$	3,602

17. Subsequent event

On July 31, 2023, the Company made an investment of $1.5 million to purchase an approximate 10% equity stake in DMEScripts LLC, an independent e-prescribe company in the US that automates the medical equipment ordering process. This technology is dedicated to improving the patient, prescriber, and provider experience by eliminating inefficiencies and reducing paperwork. The investment ensures the Company’s participation in the future growth of e-prescription usage within the durable medical equipment industry.

Page   16

EX-99.2

Exhibit 99.2

’sDiscussion and Analysis
3rd Quarter 2023
Management’s Discussion and Analysis For the Three and Nine months Ended June 30, 2023	Quipt Home Medical Corp.

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

The following Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations of Quipt Home Medical Corp. and its subsidiaries (“Quipt” or the “Company”), prepared as of August 14, 2023 and should be read in conjunction with the unaudited consolidated financial statements for the three and nine months ended June 30, 2023, including the notes therein. These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”, using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Unless otherwise specified, all financial data is presented in US dollars. The words “we”, “our”, “us”, “Company”, and “Quipt” refer to Quipt Home Medical Corp. and/or the management and employees of the Company.

Additional information on the Company is available for review on SEDAR at www.sedar.com. Such information is not considered a part of this MD&A.

Table of Contents

Page 2	Caution Regarding Forward-Looking Statements
Page 4	Selected Quarterly Information
Page 5	About Our Business and Operating Results
Page 6	Operating Results
Page 11	Financial Position
Page 15	Accounting and Disclosure Matters
Page 19	Financial Instruments and Risk Management
Page 20	Risk Factors

Page | 1

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains certain “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking ‎statements” within the meaning of applicable securities legislation, including the United States Private Securities ‎Litigation Reform Act of 1995 (collectively, “forward-looking statements”)‎. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are ‎based upon the current beliefs, expectations, and assumptions regarding the future of its business, ‎future plans and strategies, and other future conditions of the Company. Forward-looking ‎statements can be identified by the words ‎such as “expect”, “likely”, “may”, “will”,, “would”, “could”, “should”, “continue”, “contemplate”, “intend”, or ‎‎”anticipate”, “believe”, “envision”, “estimate”, “expect”, “plan”, “predict”, “project”, “target”, “potential”, ‎‎”proposed”, “estimate” and other similar words, including negative and grammatical variations thereof, or ‎statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward-looking ‎statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other ‎statements that are not statements of fact. Such forward-looking statements are made as of the date of this ‎MD&A.‎

Forward-looking statements in this MD&A therein include, but are not limited to, statements with respect to:‎ operating results; ‎profitability; ‎ financial condition and resources; ‎ anticipated needs for working capital; ‎ liquidity; ‎ capital resources; ‎capital expenditures;‎ milestones; ‎licensing milestones; ‎ information with respect to future growth and growth strategies; ‎ anticipated trends in the industry in with the Company operates; ‎ the Company’s future financing plans; ‎ timelines; ‎ currency fluctuations; ‎ government regulation; ‎ unanticipated expenses; ‎ commercial disputes or claims; ‎limitations on insurance coverage; ‎ availability and expectations regarding of cash flow to fund capital requirements;‎ the product offerings of the Company;‎ the competitive conditions of the industry;‎ the competitive and business strategies of the Company;‎ on-going implications of the novel coronavirus (“COVID-19”);‎ statements relating to the business and future activities of, and developments related to, the Company, ‎including such things as future business strategy, competitive strengths, goals, expansion and growth ‎of the Company’s business, operations and plans; and ‎other events or conditions that may occur in the future.‎

Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of the ‎Company’s management made in light of its experience and its perception of trends, current conditions and ‎expected developments, as well as other factors that management believes to be relevant and reasonable in the ‎circumstances at the date that such statements are made, but which may prove to be incorrect. The Company ‎believes that the assumptions and expectations reflected in such forward-looking statements are reasonable. The ‎material factors and assumptions used to develop the forward-looking statements contained in this MD&A, ‎without limitation:‎ the Company’s ability to successfully execute its growth strategies and business plan;‎ the ability to successfully identify strategic acquisitions;‎ the Company’s ability to realize anticipated benefits, synergies or generate revenue, profits or value from ‎its recent acquisitions into existing operations;‎ management’s perceptions of historical trends, current conditions and expected future developments;‎ the ability of the Company to take market share from competitors; ‎the Company’s ability to attract and retain skilled staff;‎ market conditions and competition;‎ the products, services and technology offered by the Company’s competitors;‎ the Company’s ability to generate cash flow from operations; the Company’s ability to keep pace with changing regulatory requirements;‎ ongoing ability to conduct business in the regulatory environments in which the Company operates and ‎may operate in the future;‎ that the Company’s ability to maintain strong business relationships with its suppliers, service provides and ‎other third parties will be maintained; ‎COVID-19 and recall related supply chain issues will be resolved within the near future;‎ the Company’s ability to fulfill prescriptions for services and products; ‎ the anticipated growth of the niche market of home equipment and monitoring; the anticipated increase in demand for various medical products and equipment;‎ demand and interest in the Company’s products and services; ‎the ability to deploy up front capital to purchase monitoring and treatment equipment; ‎anticipated and unanticipated costs; ‎ the timely receipt of any required regulatory authorizations, approvals, consents, permits and/or licenses;‎ the general economic, financial market, regulatory and political conditions in which the Company operates ‎and the absence of material adverse changes in the Company’s industry,

Page | 2

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

regulatory environment or ‎the global economy; and other considerations that management believes to be appropriate in the circumstances.‎

Forward-looking statements speak only as at the date they are made and are based on information currently ‎available and on the then current expectations. Readers are cautioned that forward-‎looking statements are not based on historical facts but instead are based on ‎reasonable assumptions and estimates ‎of management of the Company at the time they were provided ‎or made and involve known and unknown risks, ‎uncertainties and other factors which may cause the ‎actual results, performance or achievements of the Company, ‎as applicable, to be materially different ‎from any future results, performance or achievements expressed or implied ‎by such forward-looking ‎statements, including, but not limited to, known and unknown risks, uncertainties, ‎assumptions and other factors, including those listed under “Risk Factors”, which include: credit risks, market risks ‎‎(including those related to equity, commodity, foreign exchange and interest rate markets), liquidity risks, ‎operational risks (including those related to technology and infrastructure), and risks relating to reputation, ‎insurance, strategy, regulatory matters, legal matters, environmental matters and capital adequacy. Examples of ‎such risk factors include: the Company may be subject to significant capital requirements and operating risks; ‎changes in law, the ability to implement business strategies, growth strategies and pursue business opportunities; ‎state of the capital markets; the availability of funds and resources to pursue operations; decline of reimbursement ‎rates; dependence on few payors; possible new drug discoveries; a novel business model; dependence on key ‎suppliers; granting of permits and licenses in a highly regulated business; competition; difficulty integrating newly ‎acquired businesses; low profit market segments; disruptions in or attacks (including cyber-attacks) on information ‎technology, internet, network access or other voice or data communications systems or services; the evolution of ‎various types of fraud or other criminal behavior; the failure of third parties to comply with their obligations; the ‎impact of new and changes to, or application of, current laws and regulations; the overall difficult litigation ‎environment, including in the United States; risks related to ‎infectious ‎diseases, including the impacts of COVID-19; ‎increased competition; changes in foreign currency rates; loss of foreign private issuer status; risks relating to the ‎deterioration of global economic conditions; increased funding costs and market volatility due to market illiquidity ‎and competition for funding; critical accounting estimates and changes to accounting standards, policies, and ‎methods; and the occurrence of natural and unnatural catastrophic events and claims resulting from such events, ‎as well as other general economic, market and business conditions, amongst others, ‎as well as those risk factors ‎described under the heading “Risk Factors” and elsewhere in this MD&A  and therein and as described from time to time in documents filed by ‎the Company with Canadian securities regulatory authorities including, without limitation, the Company’s audited annual financial statements and the Company’s Annual Information Form (“AIF”). Although the Company has attempted to identify ‎important factors that could cause actual actions, events or results to differ materially from those described in ‎forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, ‎estimated or intended. The Company provides no assurance that forward-looking statements will prove to be ‎accurate, as actual results and future events could differ materially from those anticipated in such statements.‎

Readers are cautioned that the above list of cautionary statements is not exhaustive. A number of factors could ‎cause actual events, performance or results to differ materially from what is projected in forward-looking ‎statements. The purpose of forward-looking statements is to provide the reader with a description of management’s ‎expectations, and such forward-looking statements may not be appropriate for any other purpose. You should not ‎place undue reliance on forward-looking statements contained in this MD&A. Although the Company believes that the expectations ‎reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will ‎prove to have been correct. The Company undertakes no obligation to update or revise any forward-looking ‎statements, whether as a result of new information, future events or otherwise, except as required by applicable law. ‎The forward-looking statements contained in this MD&A are expressly qualified in their entirety by this cautionary statement. ‎

Page | 3

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

THIRD QUARTER 2023 HIGHLIGHTS

● Increased revenues for the three months ended June 30, 2023 to $60.3 million, an increase of 64% from the three months ended June 30, 2022.

● Increased the number of equipment set-ups to 202,587 for the three months ended June 30, 2023, an increase of 51.5% from the three months ended June 30, 2022.

● Increased the number of respiratory resupply set-ups to 108,391 for the three months ended June 30, 2023, an increase of 72.6% from the three months ended June 30, 2022.

● Generated Adjusted EBITDA (defined below) of $13.9 million for the three months ended June 30, 2023, an 80% increase from the three months ended June 30, 2022. This represents 23.0% of revenue for the three months ended June 30, 2023, an increase from 21.0% for the three months ended June 30, 2022. Adjusted EBITDA is a non-IFRS measure and is reconciled to net income (loss) on pages 6 and 7.

● In April 2023, completed a public offering, generating $27.9 million of net proceeds.

SELECTED QUARTERLY INFORMATION

	For the three		For the three		As of or for the		As of or for the
	months		months		nine months		nine months
	ended June 30,		ended June 30,		ended June 30,		ended June 30,
	2023		2022		2023		2022
Number of patients serviced(1)		140,515		89,085		239,146		153,867
Number of equipment set-ups or deliveries		202,587		133,704		547,038		373,142
Respiratory resupply set-ups or deliveries		108,391		62,815		284,359		164,665
Total revenues	$	60,284	$	36,692	$	159,219	$	99,770
Net income (loss)	$	(1,034)	$	163	$	(1,460)	$	3,069
Adjusted EBITDA(2)	$	13,877	$	7,698	$	35,971	$	20,750
Basic earnings (loss) per share	$	(0.03)	$	0.00	$	(0.04)	$	0.09
Diluted earnings (loss) per share	$	(0.03)	$	0.00	$	(0.04)	$	0.08
Total assets					$	242,385	$	110,526
Total long-term liabilities					$	75,634	$	16,301
Shareholders' equity					$	110,984	$	65,710

(1) The nine-month periods do not equal the sum of the three respective three-month periods due to some patients being serviced in multiple three-month periods.

(2) Refer to pages 6 and 7 for definition of Adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”)

Reporting entity

The Company’s shares are traded on the TSX Exchange in Canada and on NASDAQ in the United States, both under the symbol QIPT.

Page | 4

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

ABOUT OUR BUSINESS

Quipt business objective

The growth in the number of elderly patients in the US healthcare market is creating pressure to provide more efficient delivery systems. Healthcare providers, such as hospitals, physicians, and pharmacies, are seeking partners that can offer a range of products and services that improve outcomes, reduce hospital readmissions, and help control costs. Quipt fills this need by delivering a growing number of specialized products and services to achieve these goals. Quipt seeks to provide an ever-expanding line of products and services over larger geographic regions within the United States using several growth strategies. With over 100 offices, Quipt employs more than 1,100 personnel in the United States.

Future outlook

Quipt expects to generate net income and positive Adjusted EBITDA. Our top priority continues to be the generation of operational net profit, positive cash flow, and growth in EBITDA in fiscal year 2023 and beyond. As we continue to expand in our existing markets, we plan to leverage our business platforms to enter new markets. As we continue to grow and achieve scale, the increasing cash generated from operations will be used to market our products and services and to gain market share. Our continued business integration and rationalization, and our acquisitions, have given us a focus and path towards profitability at each business unit.

Going forward, we seek to find ways to continue to grow our customer base and penetrate these markets, while continuing to streamline our operational platform and generate positive cash flow and operational profits. We will continue to improve on operational efficiencies and call center management as they are key execution points to maintaining our healthy gross margin while growing revenues by cross selling services to existing and acquired patients.

COVID-19 Pandemic  

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a global pandemic. The crisis related to COVID-19 is unprecedented and has had an impact on the Company's employees, customers, and suppliers in 2021 through 2023.

Supply Chain

The Company closely monitors the changing global environment to enable immediate actions to be taken to ensure customer order fulfillment is achieved across the various markets. The shipment of goods from Asia continues to be impacted by COVID-19 disruptions to manufacturing. Global chip shortages continue to impact parts of our business as well.

Demand

Consumer demand for Quipt products and services is strong in most major markets. Brick and mortar retail consumer traffic continues to be affected in some markets with government-imposed restrictions and consumer purchasing behavior. Online and e-commerce channels are active in the United States.

The demand for Quipt products and services were not adversely impacted by COVID-19. Demand for healthcare products and services increased during the pandemic as hospitals, physicians and pharmacies had an increased need for healthcare products and services, especially products and services relating to respiratory health and assistance.

Page | 5

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

OPERATING RESULTS

Accounting policies and estimates

The unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34, “Interim Financial Reporting” issued by the governing body of the IASB. The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, and the reported amounts of revenues and expenses for the period of consolidated financial statements.

Non-IFRS measures

Throughout this MD&A, references are made to several measures which are believed to be meaningful in the assessment of the Company’s performance. These metrics are non-standard measures under IFRS and may not be identical to similar measures reported by other companies. Readers are cautioned that the disclosure of these items is meant to add to, and not replace, the discussion of financial results as determined in accordance with IFRS. The primary purpose of these non-IFRS measures is to provide supplemental information that may prove useful to investors who wish to consider the impact of certain non-cash or uncontrollable items on the Company’s operating performance. Management uses both IFRS and non-IFRS measures when planning, monitoring, and evaluating the Company’s performance.

EBITDA and Adjusted EBITDA

In calculating EBITDA and Adjusted EBITDA, certain items are excluded from net income (loss), including interest, income taxes, depreciation, amortization, change in fair value of derivative financial liabilities, and stock-based compensation. Set forth below are descriptions of the financial items that have been excluded from net income or loss to calculate EBITDA and Adjusted EBITDA and the material limitations associated with using these non-IFRS financial measures as compared to net income or loss.

● Depreciation and amortization expense may be useful for investors to consider because they generally represent the wear and tear on our property and equipment used in our operations and amortization of intangibles valued in acquisitions. However, we do not believe these charges necessarily reflect the current and ongoing cash charges related to our operating costs.

● The amount of interest expense we incur or interest income we generate may be useful for investors to consider and may result in current cash inflows or outflows. However, we do not consider the amount of net interest expense to be a representative component of the day-to-day operating performance of our business.

● Income tax expense may be useful for investors to consider because it generally represents the taxes which may be payable for the period and may reduce the amount of funds otherwise available for use. However, we do not consider the amount of income tax expense to be a representative component of the day-to-day operating performance of our business.

● Stock-based compensation may be useful for investors to consider because it is an estimate of the non-cash component of compensation received by the Company’s directors, officers, employees, and consultants. However, stock-based compensation is being excluded from the Company’s operating expenses because the decisions which gave rise to these expenses were not made to increase revenue in a particular period but were made for the Company’s long-term benefit over multiple periods. While strategic decisions, such as those to issue stock-based awards, are made to further the Company’s long-term strategic objectives and impact the Company’s earnings

Page | 6

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

under IFRS, these items affect multiple periods and management is not able to change or affect these items within any period.

● Acquisition-related costs may be useful for the investors to consider because they are professional fees directly related to completing the various acquisitions. While the costs are expected to be recurring if the Company continues to make acquisitions, they are incurred prior to the inclusion of such acquisitions in the consolidated revenues of the Company.

● Other income from government grant may be useful for investors to consider because it is related to the US CARES Act from COVID-19. This income is expected to be non-recurring and is not considered to be a representative component of the day-to-day operating performance of our business

● The change in fair value of debentures and warrants were non-cash until realized upon settlement of the instruments.

	Three		Three		Nine		Nine
	months		months		months		months
	ended June 30,		ended June 30,		ended June 30,		ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	(1,034)	$	163	$	(1,460)	$	3,069
Add back:
Depreciation and amortization		11,698		5,363		28,074		15,835
Interest expense, net		1,969		522		4,704		1,507
Provision (benefit) for income taxes		(323)		155		10		458
EBITDA		12,310		6,203		31,328		20,869
Stock-based compensation		2,034		1,325		3,911		4,596
Acquisition-related costs		(25)		391		1,132		692
Loss (gain) on foreign currency transactions		(442)		(44)		(430)		82
Loss on extinguishment of debt		—		—		30		—
Other income from government grant		—		—		—		(4,254)
Change in fair value of debentures and warrants		—		(177)		—		(1,235)
Adjusted EBITDA	$	13,877	$	7,698	$	35,971	$	20,750

Page | 7

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

The following is a summary of the Company’s unaudited operating results as recorded in accordance with IFRS.

	Three months		Three months		Nine months		Nine months
	ended June 30,		ended June 30,		ended June 30,		ended June 30,
	2023		2022		2023		2022
Revenues	$	60,284	$	36,692	$	159,219	$	99,770
Inventory sold		16,630		8,906		41,613		23,919
Operating expenses		27,385		16,926		74,533		46,597
Bad debt expense		2,425		3,404		7,190		8,983
Depreciation		10,208		4,602		24,328		14,159
Amortization of intangible assets		1,490		761		3,746		1,676
Stock-based compensation		2,034		1,325		3,911		4,596
Acquisition related costs		(25)		156		1,132		223
Gain on disposals of property and equipment		(33)		(7)		(88)		(10)
Interest expense, net		1,969		522		4,704		1,507
Other income from government grant		—		—		—		(4,254)
Loss on foreign currency transactions		(442)		(44)		(430)		82
Loss on extinguishment of debt		—		—		30		—
Change in fair value of debentures		—		(177)		—		(1,235)
Provision for income taxes		(323)		155		10		458
Net income (loss)	$	(1,034)	$	163	$	(1,460)	$	3,069
Income (loss) per share
Basic	$	(0.03)	$	0.00	$	(0.04)	$	0.09
Diluted	$	(0.03)	$	0.00	$	(0.04)	$	0.08

Revenue

For the three months ended June 30, 2023, revenue totaled $60,284,000, an increase of $23,592,000, or 64%, from the three months ended June 30, 2022. This increase is primarily due to approximately $21,000,000 from the four acquisitions that the Company has made since April 2022, the most notable of which was Great Elm Healthcare, LLC (“Great Elm”) on January 3, 2023. Organic growth contributed the balance of the increase. Sales of medical equipment and supplies increased to 57% of total revenues for the three months ended June 30, 2023 from 51% of total revenues for the three months ended June 30, 2022, due to the mix contributed by the acquisitions and the growth in the resupply business.

For the nine months ended June 30, 2023, revenue totaled $159,219,000, an increase of $59,449,000, or 60%, from the nine months ended June 30, 2022. This increase is primarily due to the acquisition of Great Elm on January 3, 2023 and seven other acquisitions during the year ended September 30, 2022. These acquisitions contributed approximately $54,400,000 of the increase, with organic growth contributing the balance. Sales of medical equipment and supplies increased to 57% of total revenues for the nine months ended June 30, 2023 from 49% of total revenues for the nine months ended June 30, 2022, due to the mix contributed by the acquisitions and the growth in the resupply business.

Inventory sold

For the three months ended June 30, 2023, inventory sold totaled $16,630,000 as compared to $8,906,000 for the three months ended June 30, 2022. The increase in dollars was due to the growth in revenues. The increase as a percentage of revenues was due to the higher mix of sales relative to rental revenues, and the non-recurring expense of approximately $500,000 from the fair value of acquired inventory in excess of historical cost related to the Great Elm acquisition.

Page | 8

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

For the nine months ended June 30, 2023, inventory sold totaled $41,613,000 as compared to $23,919,000 for the nine months ended June 30, 2022. The increase in dollars was due to the growth in revenues. The increase as a percentage of revenues was due to the higher mix of sales relative to rental revenues, and the non-recurring expense of approximately $500,000 from the fair value of acquired inventory in excess of historical cost related to the Great Elm acquisition.

Operating expenses

For the three months ended June 30, 2023, operating expenses were $27,385,000, an increase of $10,459,000 from the three months ended June 30, 2022. Acquisitions contributed approximately $8,500,000 of the increase. Remaining increases related primarily to payroll.

For the nine months ended June 30, 2023, operating expenses were $74,533,000, an increase of $27,936,000 from the nine months ended June 30, 2022. Acquisitions contributed approximately $24,000,000 of the increase. Remaining increases related primarily to payroll.

Bad debt expense

Despite the significant revenue increase, bad debt expense decreased by $979,000 to $2,425,000 for the three months ended June 30, 2023. This decrease is due to improved collections, and is attributable to the Company’s ability to scale and add revenue through add-on acquisitions without compromising billing capabilities.

Despite the significant revenue increase, bad debt expense decreased by $1,793,000 to $7,190,000 for the nine months ended June 30, 2023. This decrease is due to improved collections, and is attributable to the Company’s ability to scale and add revenue through add-on acquisitions without compromising billing capabilities.

Depreciation expense

Depreciation expense increased by $5,606,000 to $10,208,000 for the three months ended June 30, 2023. This increase is primarily due to the acquisitions during the nine months ended June 30, 2023 and the year ended September 30, 2022.

Depreciation expense increased by $10,169,000 to $24,328,000 for the nine months ended June 30, 2023. This increase is primarily due to the acquisitions during the three months ended June 30, 2023 and the year ended September 30, 2022.

Stock-based compensation

Stock-based compensation increased to $2,034,000 for the three months ended June 30, 2023 from $1,325,000 for the three months ended June 30, 2022, due to the grants of stock-based awards during the nine months ended June 30, 2023.

Stock-based compensation decreased to $3,911,000 for the nine months ended June 30, 2023 from $4,596,000 for the nine months ended June 30, 2022, due to the declining expense from stock-award during the years ended September 30, 2022 and 2021 offsetting the increase from the grants of stock-based awards during the nine months ended June 30, 2023.  

Interest expense

Interest expense for the three months ended June 30, 2023 increased to $1,969,000 from $522,000 for the three months ended June 30, 2022. This increase is due to higher borrowings on the Company’s senior credit facility as a result of the acquisition of Great Elm. There was also higher interest from a higher balance of real estate leases outstanding that was

Page | 9

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

largely offset by the decrease in interest expense related to the debentures that were converted to common shares in September 2022.

Interest expense for the nine months ended June 30, 2023 increased to $4,704,000 from $1,507,000 for the nine months ended June 30, 2022. This increase is due to higher borrowings on the Company’s senior credit facility as a result of the acquisition of Great Elm. There was also higher interest from a higher balance of real estate leases outstanding that was largely offset by the decrease in interest expense related to the debentures that were converted to common shares in September 2022.

Change in fair value of debentures

Debentures issued during 2019 were valued at fair value using the current trading price. The change in fair value of debentures was a gain of $177,000 and $1,235,000 for the three and nine months ended June 30, 2022, respectively. The debentures were converted to common stock during September 2022, so no debentures were outstanding during the three and nine months ended June 30, 2023 to generate a change in fair value.

Provision (benefit) for income taxes

The provision (benefit) for incomes taxes related to state and local income taxes and was ($323,000) and $155,000 for the three months ended June 30, 2023 and 2022, respectively.

The provision for incomes taxes related to state and local income taxes and was $10,000 and $458,000 for the nine months ended June 30, 2023 and 2022, respectively.

FINANCIAL POSITION

	As at		As at
	June 30, 2023		September 30, 2022
Cash	$	20,445	$	8,516
Accounts receivable, inventory and prepaid assets		46,454		33,020
Property and equipment		51,401		33,497
Other assets		124,085		57,181
Total assets	$	242,385	$	132,214
Accounts payable and other current liabilities	$	55,767	$	41,740
Long-term debt and other long-term liabilities		75,634		10,927
Total liabilities		131,401		52,667
Shareholders’ equity		110,984		79,547
Total liabilities and shareholders’ equity	$	242,385	$	132,214

Liquidity

The Company’s primary source of liquidity is cash flow from operations and its line of credit availability.

Cash flows from operations could be negatively impacted by decreased demand for the Company’s products, which may result from factors such as adverse economic conditions and changes in public and consumer preferences, the loss of confidence by the Company’s principal customers in the Company and its product lines, or by increased costs associated with inventory and distribution of products. The Company expects that cash, future operating cash flows, and the amounts available to be drawn against the credit facilities will enable the Company to finance its capital investment program and fund its ongoing business requirements over the next twelve months, including working capital and financial obligations.

Page | 10

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

As of June 30, 2023, the Company had sufficient liquidity, in the form of cash on hand of $20,445,000 and line of credit availability of $20,000,000. The Company’s approach in managing liquidity is to ensure, to the extent possible, that it will have enough liquidity to meet its liabilities when due. The Company will do so by continuously monitoring actual and expected cash flows and monitoring financial market conditions for signs of weakness.

Capital management

The Company considers its capital to be shareholders’ equity, which is comprised of share capital, contributed surplus, and accumulated deficit, which totaled $110,984,000 at June 30, 2023, along with long-term debt, which totaled $75,634,000 at June 30, 2023.

The Company raises capital, as necessary, to meet its needs and take advantage of perceived opportunities and, therefore, does not have a numeric target for its capital structure. Funds are primarily obtained through the issuance of equity and debt instruments. On April 25, 2023, the Company completed a bought deal public offering and brokered private placement and issued 5,409,000 shares for aggregate gross proceeds of approximately C$42,500,000, or $31,200,000. Underwriters received a commission of approximately C$2,100,000, or $1,500,000, and other professional fees of approximately $1,800,000, for net proceeds of approximately $27,900,000. The net proceeds were used to pay down the revolver portion of the senior credit facility, as well as potential future acquisitions, working capital, and general corporate purposes.

The Company maintains all capital that is surplus to its immediate operational needs in cash with major US and Canadian financial institutions.

The Company had the following equity instruments outstanding at June 30, 2023 and September 30, 2022:

	As at	As at
	June 30, 2023	September 30, 2022
	(000’s)	(000’s)
Common shares	42,073	35,605
Options	3,994	3,751
Restricted stock units	2,468	930

The outstanding shares as of August 14, 2023 are 42,077,469 common shares.

Financing

Historically and currently, the Company has financed its operations primarily from cash flow from operations, equipment loans, leases, issuances of equity, credit facilities, and through the issuance of common shares.

Senior Credit Facility

In September 2022, the Company entered into a five-year, $110,000,000 senior credit facility (“Facility”) with a group of US banks. The facility consists of a.) a delayed draw term loan facility of $85,000,000, of which $64,000,000 was drawn on January 3, 2023, to partially fund the acquisition of Great Elm, b.) a term loan of $5,000,000 that was drawn at closing, and c.) a $20,000,000 revolving credit facility. The Facility amended the $20,000,000 revolving credit facility that was entered into in September 2020. The Facility is secured by substantially all assets of the Company and is subject to certain financial covenants.  

Page | 11

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

The Facility bears interest at variable rates ranging in length from one to three months and has fees for unused balances. The rate is based on a secured overnight financing rate plus a spread of 2.1% to 2.85% (2.6% as of June 30, 2023) based on the Company’s leverage ratio. The Company is required to obtain interest rate protection agreements covering at least half of the outstanding principal amount by November 2023.

As of June 30, 2023, the outstanding balances under the Facility totaled $67,213,000, comprised of $62,400,000 on the delayed draw term loan and $4,813,000 on the term loan, both bearing interest at 8.0%. The delayed draw term loan is repayable in quarterly installments of $800,000, with the balance due at maturity. The term loan is repayable in quarterly installments of $62,500, with the balance due at maturity. The revolving credit facility has no balance as of June 30, 2023.

Interest expense on the Facility was $1,380,000 and $3,000,000 for the three and nine months ended June 30, 2023, respectively. The fair value of the facility approximates the carrying value as of June 30, 2023 and September 30, 2022.

The Company has cumulatively incurred $2,246,000 in financing costs to obtain the Facility, which is reflected as a reduction of the outstanding balance and will be amortized as interest expense using the effective interest method over the life of the Facility. During the three and nine months ended June 30, 2023, $114,000 and $338,000 of amortization of deferred financing costs was recorded, respectively.

A summary of the balances related to the Facility as of June 30, 2023 is as follows:

	As of		As of
	June 30, 2023		September 30, 2022
Delayed draw term loan	$	62,400	$	—
Term loan		4,813		5,000
Revolving credit facility		—		7,000
Total principal		67,213		12,000
Deferred financing costs		(1,894)		(1,765)
Net carrying value	$	65,319	$	10,235
Current portion		3,353		6,857
Long-term portion		61,966		3,378
Net carrying value	$	65,319	$	10,235

Equipment Loans

The Company is offered financing arrangements from the Company’s suppliers and the suppliers’ designated financial institutions, under which payments for certain invoices or products can be financed and paid over an extended period. The financial institution pays the supplier when the original invoice becomes due, and the Company pays the third-party financial institution over a period of time. In most cases, the supplier accepts a discounted amount from the financial institution and the Company repays the financial institution the face amount of the invoice with no stated interest, in twelve equal monthly installments. The Company used an incremental borrowing rate of 6% - 7% to impute interest on these arrangements. Future payments on these liabilities as of June 30, 2023 are as follows:

Less than 1 year	$	13,468
Between 1 and 5 years		118
Total	$	13,586
Less: finance charges		(282)
Net lease liabilities		13,304

Page | 12

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

Current portion		13,198
Long-term portion	$	106

Lease Liabilities

The Company enters into leases for real estate and vehicles. Real estate leases are valued at the net present value of the future lease payments at a range from 6.3% to 8.8% incremental borrowing rates. Vehicle leases are recorded at the rate implicit in the lease based on the current value and the estimated residual value of the vehicle, equating to rates ranging from 3.0% to 11.3%. Future payments on these liabilities are as follows:

Less than 1 year	$	5,953
Between 1 and 5 years		13,513
More than 5 years		2,207
Total		21,673
Less: finance charges		(3,407)
Lease liabilities		18,266
Current portion		4,704
Long-term portion	$	13,562

Contingencies

From time to time, the Company is involved in various legal proceedings arising from the ordinary course of business. None of the matters in which the Company is currently involved, either individually, or in the aggregate, is expected to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

Quarterly operating results

	Quarter ended		Quarter ended		Quarter ended		Quarter ended
	Jun. 30, 2023		Mar. 31, 2023		Dec. 31, 2022		Sep. 30, 2022
Revenues	$	60,284	$	58,120	$	40,815	$	40,092
Net income (loss)		(1,034)		(749)		325		1,770
Net income (loss) per share - basic		(0.03)		(0.02)		0.01		0.05
Net income (loss) per share - diluted		(0.03)		(0.02)		0.01		0.05
Total assets	$	242,385	$	225,543	$	131,725	$	132,214

	Quarter ended		Quarter ended		Quarter ended		Quarter ended
	Jun. 30, 2022		Mar. 31, 2022		Dec. 31, 2021		Sep. 30, 2021
Revenues	$	36,692	$	33,553	$	29,525	$	29,118
Net income (loss)		163		5,037		(2,131)		(1,379)
Net income (loss) per share - basic		0.00		0.15		(0.06)		(0.04)
Net income (loss) per share - diluted		0.00		0.14		(0.06)		(0.04)
Total assets	$	130,478	$	110,526	$	107,376	$	108,573

Results of operations for the healthcare services market in which the Company operates show little seasonality from quarter to quarter. The increase in revenues from the past year is primarily due to the Company’s acquisitions. The volatility of the net income (loss) is primarily due to the change in fair value of debentures and warrants. In the three months ended June 30, 2023 and March 31, 2023, the Company had higher interest expense due to the acquisition of Great Elm. In the three months ended March 31, 2022 and September 30, 2022, there was also income from government grants.

Page | 13

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

Related party transactions

The Company has six leases for office, warehouse, and retail space with a rental company affiliated with the Company’s Chief Executive Officer, the majority of which were entered into in 2015. The leases have a combined area of 74,520 square feet. Lease payments under these leases were approximately $65,000 and $52,000 per month for the nine months ended June 30, 2023 and 2022, respectively, with increases on October 1 of each year equal to the greater of (i) the Consumer Price Index for All Urban Consumers (CPI-U), and (ii) 3%. One lease expires in June 2026 and the remaining five leases expire on September 30, 2029.

Expense for Board of Directors’ fees were $69,000 and $89,000 for the three months ended June 30, 2023 and 2022, respectively. Expense for Board of Directors’ fees were $226,000 and $230,000 for the nine months ended June 30, 2023 and 2022, respectively. Stock-based compensation for the Board of Directors was $672,000 and $303,000 for the three months ended June 30, 2023 and 2022, respectively. Stock-based compensation for the Board of Directors was $1,476,000 and $540,000 for the nine months ended June 30, 2023 and 2022, respectively.

Key management personnel also participate in the Company’s share option program (see Note 1 to the unaudited condensed consolidated interim financial statements). The Company recorded compensation to key management personnel the following:

	Three months		Three months		Nine months		Nine months
	ended		ended		ended		ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Salaries and benefits	$	299	$	240	$	846	$	751
Stock-based compensation		676		1,183		1,669		2,851
Total	$	975	$	1,423	$	2,515	$	3,602

Off balance sheet arrangements

The Company has no material undisclosed off-balance sheet arrangements that have or are reasonably likely to have, a current or future effect on its results of operations or financial condition.

ACCOUNTING AND DISCLOSURE MATTERS

Financial reporting controls

Internal control over financial reporting

Evaluation of disclosure controls and procedures

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting as reported in Form 40-F for the year ended September 30, 2022, as described below. However, after considering such material weaknesses, and the additional analyses and other procedures that we performed to ensure that our condensed consolidated financial statements included in this Quarterly Report were prepared in accordance with IFRS, our management has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods disclosed, in conformity with IFRS.

Page | 14

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

Management’s report on internal control over financial reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”) (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). The Company's management, under the supervision of the Chief Executive Officer and Chief Financial Officer, and effected by the Company’s board of directors, evaluated the effectiveness of ICFR.  Management has concluded that as of September 30, 2022 and reported in Form 40-F internal control over financial reporting was not effective. Management concluded that the following material weaknesses existed as of June 30, 2023:

● Management did not maintain appropriately designed entity-level controls impacting the control environment, risk assessment procedures, and effective monitoring activities. These deficiencies were attributed to: (i) management has not finalized the design and implementation, or retained appropriate documentation, of formal accounting policies, procedures, and controls across substantially all of the Company’s business processes, (ii) ineffective identification and formal assessment of overall business risks, and (iii) ineffective evaluation and determination as to whether the components of internal control were present and functioning.

● Management did not maintain effective information technology general controls in the areas of user access management and segregation of duties within its systems supporting the Company’s accounting and financial reporting processes. Many of the Company’s manual controls dependent upon the information derived from these information technology systems were also ineffective, as management did not design and implement controls to validate the completeness and accuracy of underlying data utilized in the operation of those manual controls.

● Management did not design and maintain effective controls over certain aspects of its revenue recognition process and related accounts, including controls around the classification of certain contracts as operating leases under IFRS 16.

● Management did not appropriately design and implement management review controls at a sufficient level of precision around complex accounting areas and disclosure including business combinations and forecasts associated with intangible assets.

Remediation Efforts

We have begun the process of, and we are focused on, designing and implementing effective internal controls measures to improve our internal control over financial reporting and remediate the material weaknesses. Our internal control remediation efforts include the following:

● We engaged an outside firm to assist management with (i) reviewing our current processes, procedures, and systems and assessing the design of controls to identify opportunities to enhance the design of controls that would address relevant risks identified by management, and (ii) enhancing and implementing protocols to retain sufficient documentary evidence of operating effectiveness of such controls.  This internal control project is anchored in the framework and criteria established in Internal Control - Integrated Framework, issued by the 2013 Committee of Sponsoring Organizations of the Treadway Commission.

● Continuing to enhance and formalize our accounting, business operations, and information technology policies, procedures, and controls to achieve complete, accurate, and timely financial accounting, reporting and disclosures.

● Designing and implementing controls that address the completeness and accuracy of underlying data used in the performance of controls over accounting transactions and disclosures.

Page | 15

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

● Enhancing policies and procedures to retain adequate documentary evidence for certain management review controls over certain business processes including precision of review and evidence of review procedures performed to demonstrate effective operation of such controls.

● Finalizing the implementation of entity level controls which are expected to be implemented prior to the end of the year ending September 30, 2023.

Changes in Internal Control over Financial Reporting

As described above, we are in the process of implementing changes to our internal control over financial reporting to remediate the material weaknesses described herein. There have been no other changes in our internal control over financial reporting, during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Critical accounting estimates

The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, related disclosures and the reported amounts of revenues and expenses during the periods covered by the financial statements. The Company’s management reviews these estimates, judgments, and assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted prospectively in the period in which the estimates are revised.

Estimates where management has made subjective judgments and where there is significant risk of material adjustments to assets and liabilities in future accounting periods include fair value measurements for financial instruments and share-based transactions, useful lives and impairment of non-financial assets (property and equipment, goodwill, and intangible assets), provision for expected credit losses, fair value measurements for assets and liabilities acquired in business acquisition, and calculation of deferred taxes.

The Company has identified the following accounting policies under which significant judgments, estimates and assumptions are made, where actual results may differ from these estimates under different assumptions and conditions, which may materially affect financial results or the financial position in future periods.

Revenue recognition

Revenues are billed to, and collections are received from both third-party insurers, the largest of which is Medicare, and patients. Because of continuing changes in the health care industry and third-party reimbursement, the consideration receivable from these insurance companies is variable as these billings can be challenged by the payor. Therefore, the amount billed by the Company is reduced by an estimate of the amount that the Company believes is an allowable charge to be ultimately allowed by the insurance contract. The above estimate involves significant judgment including an analysis of past collections and historical modification rates. Management regularly reviews the actual claims approved by the insurance companies, adjusting estimated revenue as required.

Valuation of accounts receivable

The measurement of expected credit losses considers information about past events and current conditions. Forward looking macro-economic factors are incorporated into the risk parameters, such as unemployment rates, inflation, and interest rates. Significant judgments are made in order to incorporate forward-looking information into the estimation of

Page | 16

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

reserves and may result in changes to the provision from period to period which may significantly affect our results of operations.

The Company estimates that a certain portion of receivables from customers may not be collected and maintains a reserve for expected credit losses. The Company evaluates the net realizable value of accounts receivable as of the date of the consolidated statements of financial position. Specifically, the Company considers historical realization data, including current and historical cash collections, accounts receivable aging trends, other operating trends, and relevant business conditions. If circumstances related to certain customers change or actual results differ from expectations, our estimate of the recoverability of receivables could fluctuate from that provided for in our consolidated financial statements. A change in estimate could impact bad debt expense and accounts receivable.

Lease liabilities

Estimate of lease term

When the Company recognizes a lease, it assesses the lease term based on the conditions of the lease and determines whether it will extend the lease at the end of the lease contract or exercise an early termination option. As it is not reasonably certain that the extension or early termination options will be exercised, the Company determined that the term of its leases are the lesser of the original lease term or the life of the leased asset. This significant estimate could affect future results if the Company extends the lease or exercises an early termination option.

Incremental borrowing rate

When the Company recognizes a lease, the future lease payments are discounted using the Company’s incremental borrowing rate. This significant estimate impacts the carrying amount of the lease liabilities and the interest expense recorded on the consolidated statement of income (loss) and comprehensive income (loss).

Critical accounting judgments

The following are the critical judgments, apart from those involving estimations, that have been made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements.

Business combinations

In accordance with IFRS 3 – Business Combination (“IFRS 3”), a transaction is recorded as a business combination if the significant assets, liabilities, or activities in addition to property and related mortgage debt assumed constitute a business. A business is defined as an integrated set of activities and assets, capable of being conducted and managed for the purpose of providing a return, lower costs, or other economic benefits. Where there are no such integrated activities, the transaction is treated as an asset acquisition. The estimation of the fair value of the assets and liabilities acquired in an acquisition is subject to judgement concerning estimating market values and predicting future events. These values are uncertain and can materially impact the carrying value of the acquired assets, acquired liabilities, and the amount allocated to goodwill. These estimates and assumptions may change in the future due to uncertain competitive and economic market ‎conditions or changes in business strategies.‎

The process of determining these fair values requires the Company to make estimates and assumptions of a long-term nature regarding discount rates, projected revenues, royalty rates and margins derived from experience, actual operating results, and budgets. These estimates and assumptions may change in the future due to uncertain competitive and economic market conditions or changes in business strategies.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table summarizes the Company’s contractual commitments and obligations as of June 30, 2023 (in thousands), which are primarily for debt, leasing of offices and other obligations. The leases have been entered into with terms of between one and ten years, including optional extensions.

			Less than		1-3		4-5		After 5
	Total		1 year		Years		Years		Years
Debt	$	80,799	$	16,918	$	118	$	63,763	$	—
Finance lease obligations		21,874		5,955		10,913		2,799		2,207
Operating leases		45		45		—		—		—
Purchase obligations		—		—		—		—		—
Other obligations		24,732		24,732		—		—		—
Total contractual obligations	$	127,450	$	47,650	$	11,031	$	66,562	$	2,207

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instrument risk exposure

The Company’s activities expose it to a variety of financial risks: market risk (including price risk, currency risk and interest rate risk), and credit risk. These risks arise from the normal course of operations and all transactions are undertaken to support the Company’s ability to continue as a going concern. Risk management is carried out by management under policies approved by the Board of Directors. Management identifies and evaluates the financial risks in cooperation with the Company’s operating units. The Company’s overall risk management program seeks to minimize potential adverse effects on the Company’s financial performance.

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk are primarily cash and accounts receivable. Each subsidiary places its cash with one major financial institution. At times, the cash in the financial institution is temporarily in excess of the amount insured by the Federal Deposit Insurance Corporation. Substantially all accounts receivables are due under fee-for-service contracts from third party payors, such as insurance companies and government-sponsored healthcare programs, directly from patients or for rebates due from manufacturers. Receivables generally are collected within industry norms for third-party payors and from manufacturers. The Company continuously monitors collections from its clients and maintains a reserve for credit losses based upon any specific payor collection issues that are identified and historical experience.

The Company recorded bad debt expense of $2,425,000 and $3,404,000 for the three months ended June 30, 2023, and 2022, respectively. The Company recorded bad debt expense of $7,190,000 and $8,983,000 for the nine months ended June 30, 2023, and 2022, respectively. As of June 30, 2023, the Company has 12% of its accounts receivable from Medicare. As this is a federal health insurance program in the United States, there is nominal credit risk associated with these balances.

Currency risk

Currency risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations denominated in foreign currencies. All of the Company’s sales and inventory sold and most all of the Company’s operating

Page | 18

MANAGEMENT’S DISCUSSION AND ANALYSIS

June 30, 2023 and 2022

(Tabular dollar amounts expressed in thousands, except per share amounts)

expenses are in US dollars. The Company’s common shares are denominated in Canadian dollars. Cash is maintained in both US dollars and Canadian dollars. Consequently, the Company is exposed to foreign currency exchange fluctuations.

The Company’s objective in managing its foreign currency risk is to minimize its net exposures to foreign currency cash flows by generally holding most of its cash in US dollars. However, at times, the Company does temporarily hold significant cash in Canadian dollars. During the three months ended June 30, 2023, the Company recognized a foreign currency gain of approximately $400,000, due to favorable movements in the exchange rates. The Company monitors foreign currency exposures and from time to time could authorize the use of derivative financial instruments such as forward foreign exchange contracts to economically hedge a portion of foreign currency fluctuations.

Based on the above net exposure at the three months ended June 30, 2023, depreciation, or appreciation of the US dollar against the Canadian dollar could result in a significant effect on net income or loss. The Company has not employed any foreign currency hedging programs.

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s Facility, which has an outstanding principal balance of $67,213,000 as of June 30, 2023, bears interest at variable rates that will re-price within two months. The Company has not employed any interest rate hedging programs; however, the Company is required by the lenders to obtain interest rate protection agreements covering at least half of the outstanding principal amount of the Facility by November 2023.

RISK FACTORS

We have disclosed the risk factors affecting our business, financial condition, and operating results in the section entitled “Risk Factors” in our Annual Report for the year ended September 30, 2022. There have been no material changes from the risk factors previously disclosed.

Page | 19

EX-99.3

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Gregory Crawford, as Chief Executive Officer of Quipt Home Medical Corp., certify the following:

1.  Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quipt Home Medical Corp. (the “issuer”) for the interim period ended June 30, 2023.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework:  The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is COSO Internal Control Integrated Framework.

5.2 N/A

5.3 Limitation on scope of design:  The issuer has disclosed in its interim MD&A

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(iii)a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2022 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 14, 2023

/s/Gregory Crawford

Gregory Crawford

Chief Executive Officer

EX-99.4

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Hardik Mehta, as Chief Financial Officer of Quipt ‎Home Medical Corp., certify the following:

1.  Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Quipt Home Medical Corp. (the “issuer”) for the interim period ended June 30, 2023.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility:  The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework:  The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is COSO Internal Control Integrated Framework.

5.2 N/A

5.3 Limitation on scope of design:  The issuer has disclosed in its interim MD&A

(a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of

(iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and

(b) summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements.

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2022 and ended on June 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Dated: August 14, 2023

(signed) “Hardik Mehta”

Hardik Mehta

Chief Financial Officer

EX-99.5

Exhibit 99.5

QUIPT HOME MEDICAL REPORTS STRONG OPERATIONAL PERFORMANCE WITH RECORD THIRD QUARTER FISCAL 2023 FINANCIAL RESULTS POSTING REVENUE GROWTH OF 64% AND ADJUSTED EBITDA GROWTH OF 80%

POSTS STRONG ADJUSTED EBITDA MARGIN OF 23% AND SEQUENTIAL ORGANIC GROWTH OF 4%

Cincinnati, Ohio – August 14, 2023 – Quipt Home Medical Corp. (the “Company” or “Quipt") (NASDAQ: QIPT; TSX: QIPT), a U.S. based home medical equipment provider, focused on end-to-end respiratory care, today announced its third quarter fiscal 2023 financial results and operational highlights. These results pertain to the three and nine months ended June 30, 2023, and are reported in U.S. Dollars.

Quipt will host its Earnings Conference Call on Tuesday, August 15, 2023, at 10:00 a.m. (ET). The dial-in number is 1 (800) 319-4610 or 1 (604) 638-5340. The live audio webcast will be accessible on the investor section of the Company’s website through the following link: www.quipthomemedical.com.

Financial Highlights:

● Revenues for fiscal Q3 2023 were $60.3 million compared to $36.7 million for fiscal Q3 2022, representing a 64% increase year-over-year.

o Compared to Q2 2023, the Company experienced sequential organic growth of 4% and expects continued strong organic growth for rest of calendar 2023.

● Revenues for the nine months ended June 30, 2023, increased to $159.2 million, representing an increase of 60% from the nine months ended June 30, 2022.

● Recurring Revenue (defined below) for fiscal Q3 2023 continues to be strong and exceeded 80% of revenues.

● Adjusted EBITDA (defined below) for fiscal Q3 2023 was $13.9 million (23% of revenues), compared to Adjusted EBITDA for fiscal Q3 2022 of $7.7 million (21% of revenues), representing an 80% increase year-over-year. The Company expects to continue to see strong margin performance.

● Adjusted EBITDA for the nine months ended June 30, 2023, increased to $36 million, representing an increase of 73%from the nine months ended June 30, 2022, and represented 23% of revenues.

● For fiscal Q3 2023, bad debt expense was at 4% of revenues compared to 9% in fiscal Q3 2022. This significant decrease is primarily due to improved collections processes and symbolizes the Company’s ability to scale and add more revenue through acquisitions without compromising billing capabilities.

● Cash flow from continuing operations was $27 million for the nine months ended June 30, 2023, compared to $19 million for the nine months ended June 30, 2022.

● The Company reported $20 million of cash on hand and $41 million available on its senior credit facility as of June 30, 2023, with $20 million available on a revolving line of credit and $21 million available on a delayed-draw term loan.

● The Companymaintains a conservative balance sheet with net debt to Adjusted EBITDA leverage of 1.4x.

Operational Highlights:

● The Company’s customer base increased 58% year over year to 140,515 unique patients served in fiscal Q3 2023, compared to 89,085 unique patients in fiscal Q3 2022.

● Compared to 133,704 unique set-ups/deliveries in fiscal Q3 2022, the Company completed 202,587 unique set-ups/deliveries in fiscal Q3 2023, an increase of 52%. There were 108,391 respiratory resupply set-ups/deliveries

during fiscal Q3 2023 compared to 62,815 during fiscal Q3 2022, an increase of 73%, which the Company credits to its continued use of technology and centralized intake processes.

● The Company’s product mix is 81% respiratory as of June 30, 2023.

● The Company continues to experience robust demand for respiratory equipment, such as oxygen concentrators, ventilators, as well as the CPAP resupply and other supplies business.

● On June 21, 2023, the Company’s common shares commenced trading on the Toronto Stock Exchange (the “TSX”) under the symbol “QIPT” and were concurrently delisted and ceased trading on the TSX ‎Venture Exchange.‎

Subsequent Highlights:

● On July 31, 2023, the Company made an investment of $1.5 million to purchase approximately 10% of DMEScripts LLC, an independent e-prescribe company dedicated to improving the patient, prescriber, and provider experience by eliminating inefficiencies and reducing paperwork.

o The investment was made to ensure participation in the future growth of e-prescription usage within the DME industry and align the Company with its major peers in the industry to further collaborate and innovate. Electronic prescribing is essential to the DME industry, as this technology aims to boost productivity, reduce errors, boost compliance, and improve patient outcomes.

Management Commentary:

“We are thrilled to announce robust fiscal third quarter results, which display record sequential organic growth and additional margin acceleration, clearly illustrating that our business continues to fire on all cylinders. We are also thrilled to report that our key performance indicators have exceeded our baseline expectations and suggest strong and sustained momentum across the organization in real time. Our healthcare network’s key expansion across the United States has been driven by our continued penetration of key sales touchpoints, the successful integration and exceptional performance of our largest acquisition to date, and the strength of our core business. Our long-term growth strategy will continue to focus on driving organic volume growth, focused acquisition strategy that utilizes our proven integration process, and by leveraging upon our acquisition pipeline,” said CEO and Chairman Greg Crawford.

“We are spreading our patient-centric ecosystem across the United States by concentrating on regions with a high prevalence of chronic obstructive pulmonary disease (COPD). Our commitment to our clinical services model coupled with providing a broad spectrum of respiratory and equipment solutions has been a key factor in our success to date. Additionally, as the need for efficient and timely home health care increases in order to ease the strain on the traditional healthcare system, we take our role as a major provider of these services very seriously and will always focus on providing superior patient care. Due to the favorable demographic trends, bullish regulatory environment, continued strong demand for respiratory equipment, and our consistent operational performance, we continue to have major tailwinds at our back.”

Chief Financial Officer Hardik Mehta added, “Throughout the year, our business has continued to strengthen, and we are experiencing the organic growth and margin expansion that we had been aiming for. Our heavily weighted respiratory product mix and services, as well as our focus on operational savings and efficient cost management, have helped our Adjusted EBITDA margin reach 23%. Additionally, we are pleased by the acceleration of organic growth trends, which in the fiscal third quarter grew by 4% sequentially when compared to the fiscal second quarter. We anticipate that this stronger organic growth versus our historical average will persist as we continue expanding the continuum of care in key markets. Given our operational excellence, strong balance sheet, with a very modest net leverage ratio of 1.4x and a high level of financial flexibility, we are in a great position to execute our growth strategy and move quickly when the right opportunity presents itself.”

ABOUT QUIPT HOME MEDICAL CORP.

The Company provides in-home monitoring and disease management services including end-to-end respiratory solutions for patients in the United States healthcare market. It seeks to continue to expand its offerings to include the management of several chronic disease states focusing on patients with heart or pulmonary disease, sleep disorders, reduced mobility, and other chronic health conditions. The primary business objective of the Company is to create shareholder value by offering a broader range of services to patients in need of in-home monitoring and chronic disease management. The Company’s organic growth strategy is to increase annual revenue per patient by offering multiple services to the same patient, consolidating the patient’s services, and making life easier for the patient.

Reader Advisories

There can be no assurance that any of the potential acquisitions in the Company’s pipeline or in negotiations will ‎‎be completed as proposed or at all and no definitive agreements have been executed. Completion of any ‎‎transaction will be subject to applicable director, shareholder, and regulatory approvals.‎

Forward-Looking Statements

Certain statements contained in this press release constitute "forward-looking information" as such term is ‎‎‎‎defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", ‎‎‎‎‎"will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect", "outlook", and similar expressions ‎‎‎as ‎they relate to the Company, including: the Company’s expectations for organic growth; and the ‎Company completing additional acquisitions; are intended to ‎identify forward-looking information. All statements ‎other than statements of ‎‎historical fact may be forward-‎looking information. Such statements reflect the ‎Company's current views and ‎‎intentions with respect to future ‎events, and current information available to the ‎Company, and are subject to ‎‎certain risks, uncertainties and ‎assumptions, including: the ‎Company successfully identified, ‎negotiating and ‎completing additional acquisitions; and operating and other financial metrics maintaining their current trajectories. Many ‎factors could cause the actual ‎results, ‎performance or achievements that may be expressed ‎or implied by such ‎forward-looking information to ‎vary from ‎those described herein should one or more of these ‎risks or ‎uncertainties materialize. Examples of such ‎risk factors ‎include, without limitation: risks related to credit, market ‎‎‎(including equity, commodity, foreign exchange and interest ‎rate), ‎liquidity, operational (including technology ‎and ‎infrastructure), reputational, insurance, strategic, ‎regulatory, legal, ‎environmental, and capital adequacy; the ‎‎general business and economic conditions in the regions ‎in which the ‎Company operates; the ability of the ‎‎Company to execute on key priorities, including the successful ‎completion of ‎acquisitions, business retention, and ‎‎strategic plans and to attract, develop and retain key ‎executives; difficulty ‎integrating newly acquired businesses; ‎‎the ability to implement business strategies and ‎pursue business opportunities; low profit ‎market segments; ‎‎disruptions in or attacks (including cyber-attacks) on ‎the Company's information technology, ‎internet, network ‎‎access or other voice or data communications systems or ‎services; the evolution of various types ‎of fraud or other ‎‎criminal behavior to which the Company is exposed; the ‎failure of third parties to comply with ‎their obligations to ‎‎the Company or its affiliates; the impact of new and ‎changes to, or application of, current ‎laws and regulations; ‎‎decline of reimbursement rates; dependence on few ‎payors; possible new drug discoveries; a ‎novel business ‎model; ‎dependence on key suppliers; granting of permits ‎and licenses in a highly regulated ‎business; the overall ‎difficult ‎litigation environment, including in the U.S.; ‎increased competition; changes in ‎foreign currency rates; ‎increased ‎funding costs and market volatility due to ‎market illiquidity and competition for ‎funding; the ‎availability of funds ‎and resources to pursue operations; ‎critical accounting estimates and changes ‎to accounting ‎standards, policies, ‎and methods used by the Company; ‎the occurrence of natural and unnatural ‎catastrophic ‎events and claims ‎resulting from such events; and risks ‎related to COVID-19 including various ‎recommendations, ‎orders and ‎measures of governmental authorities to try ‎to limit the pandemic, including travel ‎restrictions, border ‎closures, ‎non-essential business closures, quarantines, ‎self-isolations, shelters-in-place and social distancing, ‎‎disruptions ‎to markets, economic activity, financing, ‎supply chains and sales channels, and a deterioration of ‎general ‎economic ‎conditions including a possible ‎national or global recession; as well as those risk factors ‎discussed or ‎referred to ‎in the Company’s disclosure ‎documents filed with United States Securities and Exchange ‎Commission ‎and ‎available at www.sec.gov, and with ‎the securities regulatory authorities in certain provinces of ‎Canada and ‎‎available at www.sedar.com. Should any ‎factor affect the Company in an unexpected manner, or ‎should ‎‎assumptions underlying the forward-looking ‎information prove incorrect, the actual results or events may ‎differ ‎‎materially from the results or events predicted. ‎Any such forward-looking information is expressly qualified ‎in its ‎‎entirety by this cautionary statement. Moreover, ‎the Company does not assume responsibility for the ‎accuracy or ‎‎completeness of such forward-looking ‎information. The forward-looking information included in this ‎press release ‎‎is made as of the date of this press ‎release and the Company undertakes no obligation to publicly ‎update or revise ‎‎any forward-looking information, ‎other than as required by applicable law‎.‎

Non-GAAP Measures

This press release refers to “Recurring Revenue” and “Adjusted EBITDA”, which are non-‎GAAP and non-IFRS financial measures that do not have standardized meanings prescribed by GAAP or IFRS. The ‎Company’s presentation of these financial measures may not be comparable to similarly titled measures used by ‎other companies. These financial measures are intended to provide additional information to investors concerning ‎the Company’s performance.‎

Recurring Revenue for Quipt for fiscal Q3, 2023, as used in this press release, is calculated as rentals of medical equipment of $25.7 million plus sales of respiratory resupplies of $22.7 million for a total of $48.4 million, divided by total revenues of $60.3 million, or 80%.

EBITDA is defined as net income (loss), and adding back interest expense, net, depreciation and amortization, and provision (benefit) for income taxes. Adjusted EBITDA is defined as EBITDA and adding back stock-based compensation, acquisition-related costs, gain or loss on foreign currency transactions, loss on extinguishment of debt, other income from government grant, and change in fair value of debentures. ‎EBITDA and Adjusted EBITDA are non-IFRS measures that the Company uses as an indicator of financial health and exclude ‎several items which may be useful in the consideration of the financial condition of the Company. The following table shows our Non-IFRS measures (EBITDA and Adjusted EBITDA) reconciled to our net income (loss) for the ‎following indicated periods‎ (in $millions)‎:‎

	Three		Three		Nine		Nine
	months		months		months		months
	ended June 30,		ended June 30,		ended June 30,		ended June 30,
	2023		2022		2023		2022
Net income (loss)	$	(1.0)	$	0.2	$	(1.5)	$	3.1
Add back:
Depreciation and amortization		11.7		5.3		28.1		15.8
Interest expense, net		1.9		0.5		4.7		1.5
Provision (benefit) for income taxes		(0.3)		0.2		0.0		0.5
EBITDA		12.3		6.2		31.3		20.9
Stock-based compensation		2.0		1.3		3.9		4.6
Acquisition-related costs		(0.0)		0.4		1.2		0.7
Loss (gain) on foreign currency transactions		(0.4)		(0.0)		(0.4)		0.1
Other income from government grant		—		—		—		(4.3)
Change in fair value of debentures and warrants		—		(0.2)		—		(1.2)
Adjusted EBITDA	$	13.9	$	7.7	$	36.0	$	20.8

For further information please visit www.Quipthomemedical.com, or contact:‎

Cole Stevens

VP of Corporate Development

Quipt Home Medical Corp.‎

‎859-300-6455‎

cole.stevens@myquipt.com

Gregory Crawford

Chief Executive Officer

Quipt Home Medical Corp.‎

‎859-300-6455‎

investorinfo@myquipt.com