Quarterhill Inc.

Good morning and welcome to Quarter Hill's third quarter fiscal 2023 financial results conference call. On this morning's call, we have Chuck Myers, CEO, and Kyle Kreist, Interim Chief Financial Officer. At this time, all participants are in listen-only mode. Following the management's presentation, we will conduct a question and answer session during which analysts are invited to ask questions. To ask a question, please press star one on your touchtone phone to register. If you need any assistance during the call, please press star zero. Earlier this morning, Quarter Hill issued a news release announcing its financial results for the three and nine months ended September 30, 2023. This news release, along with the company's MD&A and financial statements, are available on Quarter Hill's website and on Feeder+. Certain matters discussed during today's conference call or answers that may be given to questions could constitute forward-looking statements. Actual results could differ materially from those anticipated. Risk factors that could affect results are detailed in the company's annual information form and other public fillings that are available in CEDAR. During this conference call, Quarter Hill will refer to adjusted EBITDA. Adjusted EBITDA does not have any standardized meaning prescribed by IFRS. Please refer to the company's third quarter 2023 MD&A for full cautionary notes regarding the use of forward-looking statements and non-IFRS measures. Finally, Please note that all financial information provided is in Canadian dollars unless otherwise specified. I will now turn the meeting over to Mr. Myers. Please go ahead, sir.

Great. Thank you, Alan. Good morning, everyone, and thank you for joining us on today's call. In terms of an agenda today, I'll review the highlights for the quarter, after which Kyle will take a look at key financial results. And after Kyle, we'll open it up for questions. Before we get into our results, I'd like to briefly introduce myself, share with you some of the reasons why I'm excited to take on the CEO role at Quarter Hill and what my near-term priorities and longer-term goals are. I've spent 20 plus years in the technology industry as a CEO and board member at multiple companies, both public and private. I was one of the co-founders of Transcore, which today is one of the leaders in the ITS industry. This is where I first crossed paths with our chairman, Rusty Lewis, who is also one of the founders of that business. I was introduced to Quarter Hill earlier this year in an advisory role and officially joined the board in May. Taking on the CEO role appealed to me for several reasons. One, I'm familiar with the industry and it has strong underlying growth dynamics. Two, Quarter Hills has excellent ITS assets, good organic growth, as well as the potential to serve as a platform for M&A down the road. Three, we have an opportunity here with a little more cleanup on our projects and integration to establish a positive cash flow major player in the ITS industry. And there is really only room for a few. And four, the company has gone through significant transition over the past few years to become a pure play ITS company. During this transition period, Quarter Hill has largely flown below the radar in the investment community. And I believe there's an opportunity to create significant shareholder value by reestablishing our story and executing on our growth potential. Since joining CEO in September, I've done a deep dive into the company's operations, spending the majority of my time with the employees, customers, and partners on the ground in North America, Europe, and Asia. I've been impressed with those who I've met so far and with the level of commitment collaboration that exists throughout the organization. I look forward to working with the team to achieve our objectives. Beyond getting to know the team and seeing our operations in action, another reason for all my travels is I believe further integration opportunities exist to improve our operational efficiency and effectiveness. Much has been accomplished on the integration front over the last 12 months, but I think that some cleanup is still required, and I look to complete any further actions by year end. Our strategy won't change markedly in the near term. As I said, we have world-class ITS assets in tolling and enforcement, and we're focused on growing these franchises and capitalizing on the positive trends in the ITS industry. My ultimate goal for the business is to generate robust cash flows and to manage expenses in order to build a healthy balance sheet capable of supporting both our organic and acquisitive strategies. M&A isn't a top priority of ours right now, though we would look at tuck-ins if they meet our financial and operational criteria. To the degree that we execute on our organic growth potential and create that balance sheet strength that I mentioned, we will create greater opportunities to accelerate our expansion through M&A. I'll now spend a few minutes reviewing our results from the quarter. Looking at our headline numbers, revenue in Q3 was $45.7 million. Adjusted EBITDA was $1.9 million. Cash and equivalents were $60.9 million. A quarter end in revenue backlog stood at more than U.S. dollars of $500 million. Kyle will discuss these numbers in some detail in his section. Quarterly revenue and adjusted EBITDA were up year over year due to top line growth at both IRD and ETC and the positive impact from integration and cross control initiatives made this year. IRD, our enforcement unit, had another good quarter with revenue growth and strong order booking activity. At this point in the year, IRD has booked as much new business in 2023 as they did in all of 2022, setting themselves up for continued momentum into 2024. Among those new orders in the quarter was a $13.7 million traffic monitoring contract in Hawaii. These systems collect traffic volume, speed, vehicle classification, and weight data to keep the roads safe and accessible and efficient. Subsequent to quarter-end, IRD has added a couple new way-in-motion-related contracts, one in California and one in North Carolina. In both cases, we are also deploying our tax IRD tire safety screen service, which has seen a nice increase in adoption this year. IRD's enforcement systems improve road safety and vehicle mobility and are a source of revenue for cash-strapped governments. Their business matches up well with some of the greater challenges and those that the industry is facing. Their outlook for the remainder of the year and into 2024 remains strong, subject to some of the typical seasonal factors in Q4 when the weather can delay installations. In Q3, ETC continued to make progress with its tolling implementation. So Ohio River Bridges, or ORB as we call it, went live with ETC's back office toll system, and Texas-based CTRMA went live with the first of its several roadside projects that were planned with us. With ORB, this is a 10-year contract with three years allocated for implementation and seven years for operations and maintenance. We are now in the early days of the operations and maintenance period, and the final duration of the contract could be extended by another six years if ORB exercise the option periods. Going live was a nice milestone achievement for the ETC team and on a long-term stable contract that could last up to another 13 years. With CTRMA, ETC launched its roadside toll collection system on State Highway 71 in Austin. This is the first of six toll road projects we expect we'll see CTRMA adopt ETC's toll collection system in the greater Austin area. Several other road segment projects are currently under construction are expected to go live next year in 2024. We did have two toll projects in Q3 where certain revenue expected in the quarter was pushed out. We expect to pick up a portion of this in Q4 and the remainder in 2024. This was due to scheduling shifts and in the respective project timelines, something that isn't uncommon with a large infrastructure project in the implementation stage. While we've managed to wrap our arms around the majority of the challenges we've experienced earlier in the year on certain projects, we did have one project incur cost overruns in Q3, which impacted revenue and margins. Kyle will speak to the impact of both these items in his section. Another positive key development at ETC in the quarter was that we're in the process of submitting bids on several new contracts after a period of focusing primarily on active implementations and our existing book of business. We've made significant changes in our bidding strategy with new personnel and processes put into place this year. We're being very selective in the opportunities that we choose to pursue and are currently engaged in a number of bids where decisions are likely to be made in 2024. In the meantime, we continue to make progress on transitioning projects from implementation to the maintenance phase. One or two more could occur this year with the remainder that are currently in implementation expected to move into maintenance in 2024. These are long-term projects with stable and reliable customers, and we're only in the early innings of them. These projects have the potential for expansion over their lifespan, and we believe they will continue to contribute to the health of the business for many years to come. As far as our 2023 financial outlook is concerned, we said previously that we expect the ITS segment to generate positive adjusted EBITDA in 2023. Based on having achieved this result already after nine months and taking our Q4 outlook into consideration. We think we're well on our way to achieving this goal. We continue to make changes at the board level to reflect the evolution of the business. As discussed on our last call during Q3, we added Bill Morris to the board and announced the retirement of Michelle Fatouche. Bill is a seasoned leader with extensive managerial and board experience. We're pleased to have him join at this pivotal time. Michelle has been a contributing board member for well over a decade, and he will have an observer status on our board until the AGM next year. Michelle is also Quarter Hill's designated board observer at YLAN. He will monitor developments there and advise us how to best optimize our residual interests in YLAN. I'll echo sentiments made on our prior call by saying that on behalf of the entire team at Quarter Hill, I wish Michelle the best in all his future pursuits. In closing, I'm thrilled to be here today as CEO of the company and in a position to build on our strong ITS business. I'm working with the team on our three-year strategic plan, and we'll have more to report on the financial and strategic outlook for the business when we report our Q4 results next year. For now, my top priorities are further integration of our ITS business and driving operational efficiency through our organization, continue with the successful go-live dates on our tolling projects, with more expected this year and in the remainder of 2024, execute on our business development pipeline, and in particular, win new tolling mandates in 2024, and continue to improve the financial performance to drive margin expansion with growing and reliable cash flows that can support both organic and acquisition-related growth. In a growing ITS industry where we have two strong platform businesses, a significant sales pipeline and revenue backlog, and a well-respected and talented team, we're well-positioned to execute on these goals. With that, I'll pass it over to Kyle for a closer look at the Q3 numbers. Kyle?

Thank you, Chuck, and good morning, everyone. Please note that all discussion on quarterly and year-to-date financial numbers reflect just the results of our ITS business. YLAN's financial results in 2023 and 2022 are reflected in the discontinued operations line items in our P&L and cash flow statement, as that business was sold on June 15 of this year. With that, I'll start with a look at revenue in the quarter. In 2023, revenue was $45.7 million, up 8% year-over-year. For the year-to-date period, revenue was $135.9 million, up 14%. The increases are due to growth from both IRD and ETC. Chuck touched on two factors that impacted revenue in the quarter. One, we had approximately $3.8 million in revenue from two ETC projects, and to a lesser extent, one IRD project that was pushed into future periods. This is just a timing issue, and we fully expect to recognize this revenue in future periods, including a portion of that in Q4. Second, we experienced cost overruns on one project that impacted revenue by $2.3 million. Cost overruns have the effect of reducing the percentage of completion on a project, and therefore it's revenue recognized. This $2.3 million reduction to revenue results in an equal $2.3 million reduction to margin, and therefore EBITDA in the period. As Chuck touched on in his section, at the end of Q3, we had significant backlog of more than US $500 million, which is a good indicator for revenue visibility going forward. It should be noted that a large portion of this backlog is of higher margin contracted maintenance revenue versus implementation revenue. Gross margin percentage in Q3 was 23% and 21% year-to-date compared to 27% and 23% in the comparative periods last year. The decrease in gross margin compared to the prior year periods is primarily due to the project I mentioned that experienced overruns in Q3. This will result in a reduced margin profile for the project. Of note, the decrease in gross profit margin was partially offset by continuing strong performance in our enforcement operations. Sales general and administrative expenses, or SG&A, were down significantly in Q3 and for the year-to-date period. SG&A was $8.2 million in Q3 compared to $11.2 million in Q3 of 2022. SG&A as a percentage of revenue in Q3 was 18% compared to 27% in Q3 last year. The decrease in SG&A largely reflects savings from our restructuring and integration activity in 2023, along with our ongoing focus on driving efficiencies and controlling costs. Q3 adjusted EBITDA was positive for the second quarter in a row at $1.9 million, or 4.2% of revenue, up from $1 million or 2.4% of revenue in Q3 last year. For the year-to-date period, adjusted EBITDA was $646,000 compared to an adjusted EBITDA loss of $9 million in the same period last year. Improvements year-over-year are due primarily to revenue growth and the decrease in SG&A. Adjusted EBITDA in Q3 was impacted by approximately $2.3 million arising from the one project previously mentioned, as well as by the revenue that was pushed out from Q3 to future periods. As Chuck mentioned, we previously said that we were targeting to achieve positive adjusted EBITDA in 2023, and based on our results year-to-date and our outlook for the rest of the year, we are confident in this outcome. Cash used in continuing operations in Q3 was $2.3 million, and we ended Q3 with cash and cash equivalents of $60.8 million, essentially flat to the $61 million at the end of Q2 2023. At September 30, 2023, we had working capital of $111.1 million, up slightly from the $109.5 million at the end of Q2. Our outlook for cash over the remainder of the year is that cash will remain flat. There is upside potential here if we are able to reach milestones in time to bill and receive payment prior to December 31. In closing, Q3 saw some continued progress from the major steps we have taken this year to integrate the businesses and drive operational efficiency. We generated our second straight quarter of positive adjusted EBITDA along with stronger top line and margin performance. We stabilized our cash balance in Q3 with the expectation that cash will hold in Q4. This concludes my review of the financial results and I'll now turn the call over to the operator for Q&A.

Thank you.

Ladies and gentlemen, we will now begin the question and answer session. Again, if you have a question, please press star 1 on your touchtone phone. You will hear a three-tone prompt acknowledging your request, and your questions will be pulled in the order they are received. If you would like to withdraw from the question queue, please press star 2. If you are using a speakerphone, please lift the handset before pressing any keys.

One moment, please, for your first question. Your first question comes from Gavin Fairweather of Coremark.

Your line is already open.

Oh, hey, good morning, and thanks for taking my questions. I just wanted to start out on ETC in terms of your book of implementations, which are ongoing. Can you just discuss kind of your latest expectations on when these projects are expected to go into maintenance and operations phase? I think previously you said, you know, all of your book of business should be kind of up and running You know, my kind of late 24, maybe early 25, is that still roughly correct? And maybe just run us through with a bit more detail on when these things are expected to be up and running.

Yeah, I think that – hi, Gavin, this is Chuck Myers. I think the answer to your question is we're actually seeing significant uptake in the implementation right now. I think we'll have some more things to report on that next quarter. As you can imagine, we're already into the fourth quarter. So we have some visibility on that. We have some visibility on that. So we'll be talking about that a little bit more next time. But of the existing projects that we were in, you know, serious implementation, we expect those to be moving into O&M early in the year.

Okay, that's helpful. Just from a modeling perspective, as these projects start to move into maintenance phase, should we expect a bit of a headwind on revenue, but then kind of higher gross profit and gross margins? Is that conceptually the way to think about this?

Kyle, why don't you touch on that one?

I think you're on the right track, Gavin, there. We would expect a bit of an uptick in margin. Generally, as the projects move into maintenance, there is a bit of a period of stabilization and adjusting to kind of optimize the system. So after that period occurs, you would then see a general uptick in margin. So as we transition, there would be an uptick, but then further uptick that would come throughout the year post go-live of the systems into the maintenance and operational period.

Okay, that's helpful. And interesting comments about ETC, starting to see some more RFPs kind of hitting the market. Maybe... you can discuss kind of how you're approaching some of these opportunities and, you know, how you've changed kind of your bidding practices just to, you know, kind of limit risks as, you know, we've seen some challenges on some of these recent projects. Maybe discuss that a little bit.

Yeah, absolutely happy to take that question. I think that it's built into some of my DNA and some of our – and some of the boards as well at this point where we implemented earlier this year, a fixed price review board. So the board and myself are very intimately involved with the bids as they go out. And we've put together a much more rigorous review process for how we bid things and how those bids fit with kind of the general bid matrices of, you know, competitors' bids for these projects going forward. And I think that de-risks them pretty substantially. We're looking for the good bids. We're not out there looking for the lowball bids. You know, we want to make sure the business is profitable and our projects are profitable. So I think that it's a bit different than it's been historically, which has been, you know, let's get the bid out there and let's win and let's worry about what happens to it in kind of the aftermath. And that's definitely not the philosophy we're taking today.

Got it. That's good to hear. And Chuck, maybe just you could give us a sense of kind of your initial review of the business. It sounds like you've been kind of out meeting with everyone recently. you know, meeting with the personnel. It sounds like you've seen some additional opportunities, maybe bring the two sides of the business closer together and more tightly integrate. Any color on that front or anything else that you've kind of noticed in your initial assessment would be helpful to hear.

Yeah, sure. And that's a great question. The, you know, the business has been run as very disparate businesses and, you know, the low hanging fruit in the in these types of things, especially where a quarter Hill has done a number of these acquisition has really been synergistically operating these businesses. We have a number of smaller companies in Europe. Um, we have, uh, you know, one in Latin America, JV and China, um, that have been a bit disparate when we're bringing them all kind of under the same umbrella operationally. Um, we've centralized our technical team under our, uh, CTO. We centralized the business development under each of the presidents of IRD and ETC. And that whole process is going to continue. And we'll probably look for some consolidation around our operational team and delivery team, primarily between the two big businesses of IRD and ETC. And that's really going to be our focus really for the fourth quarter. So we go in go in strong into the new year. I've also spent some time, we have a pretty significant outsource staff in Vietnam and India, recently returned with our CTO from doing a deep dive analysis on those teams to see how we can streamline those, centralize those costs and make it as efficient as possible. So I hope that answers your question, Gavin.

Yeah, that's great. That's it for me. Thank you.

Thank you. Ladies and gentlemen, as a reminder, if you have a question, please press star 1. As we have no further questions at this time, I will turn the call over to Mr. Myers for closing comments.

I want to thank all of the participants and our investors today and the analysts for that. We thank everyone for participating, and we look forward to speaking with you and keeping you abreast of the developments in the coming months. Goodbye again, and thank you.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation, and you may now disconnect.