Quarterhill Inc.

Good morning, everyone, and welcome to the Quarter Hill Second Quarter 2026 Financial Results Conference Call. Joining us today are Chuck Myers, Chief Executive Officer, and David Charron, Chief Financial Officer. At this time, all participants are in listen-only mode. Following management's remarks, we will open up the call for question and answer session, during which analysts are invited to ask questions. Earlier this morning, Quarter Hill issued a news release announcing its financial results for the second quarter ended June 30, 2026. This news release, along with the company's MD&A and financial statements, are available on Cedar Plus. Certain matters discussed during today's conference call or responses to questions may constitute forward-looking information and statements. Actual results could differ materially from those anticipated. and others. Risk factors that could affect results and assumptions used to develop such forward-looking information are detailed in the company's earnings release, most recent annual information form and other public filings available on CEDAW+. During this conference call, Porterhill will refer to certain non-GAAP financial measures and ratios, such as adjusted EBITDA, non-GAAP financial measures and ratios do not have a standardized meeting prescribed by IFRS and may not be comparable to similar measures disclosed by other companies. Please refer to the company's Q2 2026 MDNA and earnings release 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 U.S. dollars unless otherwise specified. I will now turn the call over to Mr. Myers. Please go ahead.

Good morning, everyone, and thank you for joining us. This morning, we announced another quarter of consistent execution and improved profitability. Revenue was $42.5 million, and adjusted EBITDA was $4.6 million at a margin of approximately 11%. That was our strongest quarter of adjusted EBITDA in over three years. These results demonstrate the operating leverage in our model and our ability to convert revenue into profits. Technology is central to our strategy, and it is a clear competitive differentiator. It turns transportation data into real-time insight and action that helps agencies operate more efficiently, improve roadway safety, and make faster decisions. It also makes our deployments more repeatable, strengthens project economics, and lets us deliver greater value at a competitive price. Very few companies combine our transportation expertise installed infrastructure, and AI capabilities. Customers are responding to that combination, and we see it in our recent wins. The Utah Department of Transportation select our advanced tolling back office and customer service federal platform for its I-15 express lanes network. Oklahoma expanded its longstanding relationship with us through a new $5.25 million commercial vehicle screening project. Internationally, we secured approximately 2.1 million new orders in South Korea and Thailand. Together, these wins show we can attract new customers, expand existing relationships, and deploy our technology across multiple applications and geographies. We believe the commercial opportunity pipeline in our industry remains above $2 billion. Now, let me turn to our pending acquisition of Conduit's tolling solutions business. It materially advances our strategy to build a larger, more focused, and more profitable ITS platform. Upon closing, the transaction is expected to approximately triple our tolling revenue and make Quarter Hill the second largest tolling operator in the U.S. We expect that the acquisition will add significant scale, long-term agency relationships, and extensive capabilities across electronic tolling, back office operations, and roadside systems. We expect it will also give us a much larger installed brace along where we can deploy our technology and AI-enabled solutions. The transaction is highly attractive and highly complimentary. We have identified significant day one synergies and built a clear integration plan to realize them. Integration planning is going well, and we continue to expect the transaction to close in the fourth quarter. This is exactly the kind of opportunity we have built Quarter Hill to execute. We know the tolling industry, we know these customers, and we know how to operate transportation technology businesses. We are confident we can integrate the conduit tolling operations, capture the cost efficiencies we have identified, and scale the platform profitably. The conduit acquisition also shows why M&A works in our platform. in tolling our approaches to add long-duration contracted value and valuable agency relationships to an operating platform we already have in place. We've identified actionable M&A pipeline of approximately $3 billion across our target markets. These potential opportunities give us visibility into long-term opportunities. We know the playbook, and we have the platform and experience and financial relationships to execute it. Halfway through 2026, we're executing the plan we laid out over the year. We're delivering consistent financial performance, winning new business, advancing our technology leadership, and preparing to add significant scale. With that overview, I'll turn the call over to Dave to discuss our Q2 financial results and the details of the transaction.

Thank you, Chuck, and good morning, everyone. I'll start with Quarter Hill's second quarter financial results. and then cover the financial terms and expected financial profile of the conduit transaction. A reminder that all figures are in US dollars. It's important to note that the financial results I'll discuss today cover Quarter Hill's current operations only. Okay, now on to our results. In the second quarter, we generated revenue of 42.5 million compared with 43.1 million in the second quarter of 2025. For the first six months of 2026, We grew revenue 5% to $81.1 million from $77 million in the prior year period. And as of June 30, 2026, our backlog was $415 million. Just a reminder that our backlog includes the value of work we have not yet completed but expect to perform under existing customer agreements. This includes signed contracts and expected extensions of existing programs where we have defined the scope and timing. our backlog excludes unsigned opportunities and potential change orders. Our gross profit in Q2 of this year was 12.2 million or 29% of revenue compared with 6.3 million or 15% of revenue in the same period last year. Stronger contract economics, disciplined execution and continued strong performance across the business drove the improvement. Our adjusted EBITDA on Q2 was $4.6 million or 11% of revenue compared with an adjusted EBITDA loss of $2.7 million or minus 6% of revenue in Q2 last year. This represents a $7.3 million year-over-year improvement. And this is our fourth consecutive quarter of positive adjusted EBITDA with the improvements coming from this significant increase in gross profit and the operating leverage in our business model. Cash generated from operations in Q2 was $5.7 million compared with the use of cash of $4.6 million in the prior year period. Again, strong operating performance and disciplined working capital management drove the improvement. We continue to remain focused on converting our earnings into cash and managing the timing of customer collections and project-related investments. On the balance sheet, we ended the second quarter with $26.2 million in cash compared with $14.7 million at the end of the first quarter of 2026. As we stated earlier, we closed and announced our new secured term loan with $100 million accordion facility. Our capital structure provides us with the flexibility to fund our current operations, invest in growth, and execute our acquisition strategy. Now I'll discuss the terms and expected financial profile of the conduit tolling transaction, which we announced on June 30th. The agreement is to acquire substantially all of the assets of Conduit's tolling solutions business for $70 million in cash plus Quarter Hill common shares representing 7% of our issued and outstanding shares at closing. As we said in our earlier press release, we expect to fund the cash portion through debt. Conduit will receive 50% of the share consolidation subject to a six-month lockup with the remaining 50% subject to a 12-month lockup. The equity consideration aligns Conduit with the long-term performance of the combined company. Upon closing, we expect the transaction to approximately triple our tolling revenue. And on a pro forma combined basis, after planned synergies, we expect the business would generate more than $400 million in annual revenue with an adjusted EBITDA margin of between 10% to 15%. The transaction will also bring our combined revenue backlog to approximately $2 billion, providing substantial visibility into future revenue through multi-year agency relationships and recurring service contracts. As mentioned, we expect the transaction to close in the fourth quarter of 2026. Following the closing, we'll file a business acquisition report, or BAR, within 75 days. The bar will include audited financial statements for Conduit's tolling solutions business and pro forma financial statements for the combined company. With that, I'll turn the call back over to Chuck for his closing remarks.

Thanks, Dave. Before we take any questions, let me tell you how we see the opportunity from here. The ITS market is moving rapidly towards smarter AI-enabled transportation systems. Quarterhill has the technology, industry expertise, and customer relationships to lead that shift. The conduit acquisition accelerates that, adding scale and larger platform to our technology. Our priorities are straightforward. We will continue executing across Quarterhill, close the transaction, integrate the operations, and capture the plan synergies. That plan is in place, and the integration work is underway. We're pleased where Quarterhill is today and confident where the business is headed. We have momentum, a strategy we believe in, and a significant opportunity ahead of us. With that, operator, let's open the line for questions.

Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press star followed by the one on your touchtone phone. You will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press star followed by the two. 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 Scott with Roth Capital. Your line is now open.

Hey, good morning. Thanks for taking the questions. Nice to see the continued progress on the gross margins and adjusted EBITDA. Maybe to kick off, Dave, just in terms of the mix of business, could you give us an idea of how tolling was looking relative to the safety commercial and safety component, like what kind of growth, what kind of mix of the business, and then looking into the backlog and the opportunity pipeline. Chuck, you know, how quickly is the commercial and safety aspect of the business growing? Is that the biggest driver that you're starting to see going forward in terms of tracking towards that 40% long-term target gross margin?

Yeah, I'll answer first. Thanks, Scott. So, in terms of the mix, it's approximately 55% is on the tolling side and 45% on the safety and enforcement side. Both groups on a standalone basis are profitable, which is really nice to see. And I'll let Chuck answer the next question.

Yeah, I think if I understand your question, I think, no, we see both businesses growing well. I think you'll probably see a bigger shift, especially as we move into the first quarter, next year when we see the combination of the two companies. I think we're going to see the tolling EBITDA piece of it should increase, we think, fairly substantially. And our commercial business continues to perform quite well. We're very happy with the growth in it. We'd even like to see it grow faster, but the team's doing a great job.

Great. Thank you. And Chuck, just to follow up, international mix, you had a contractor too, I think they got announced in the last 30 or 60 days. I'm wondering if you could expand upon what's going on in the international forum for you guys in terms of that opportunity pipeline. And then from an M&A standpoint, that's a big number in terms of that $3 billion potential M&A pipeline. I'm wondering if you could just broadly address what you're seeing from a valuation perspective and characteristics maybe relative to conduit, which is usually accretive. Just kind of some thoughts on that just in terms of Mixed composition, maybe timing of some of that. Thank you.

Okay. So on the growth from the commercial operations overseas, that's where we see it. We're getting a lot of unusually nice renewals right now in the U.S., but we see a lot of growth overseas. I'll be curious at the end of the year what we do in revenue. We were somewhere around $20 million, I think, last year. for that business overseas. I suspect that's going to grow pretty nicely. And then on the acquisition backlog, we have a plan of around $3 billion that we're looking at, and we have kind of a roadmap for those. Every one is a little bit different. I think you're going to see two kinds of deals. You're going to see opportunistic deals like the conduit deal where you're just picking up contracts. and then what you're going to do is you're going to see some deals that'll be more kind of business combinations where you see companies that are stable but what it does is it gives a scale and really allows a functional step up in terms of revenue size.

Hey, great. Thanks so much. I'll get back in the queue. Thanks.

Ladies and gentlemen, as a reminder, should you have a question, please press star 1. Your next question comes from Gavin Fairweather with ATV Cornmark. Your line is now open.

Oh, hey, good morning. Maybe just on the conduit deal, I mean, it places you as a strong number two in the U.S. market. I'm just curious with the $2 billion bid book, how much that enhanced market positioning influences your go-to-market motions and right to win?

I think it influences it because both companies are going after a lot of the same opportunities. and so I think that what it does is it allows us to scale because you know we're we are significantly smaller we have quite a few less employees and we have to be more careful at Quarter Hill about what opportunities we pick and choose to go after so the combination allows us to approach a much bigger pool of opportunities.

That's great to hear and then just on the 400 million pro forma Revenue Number. When I look at the combined $2 billion backlog, it does seem to imply that forward numbers might be a little bit higher than that $400 million level. Can you please discuss any growth opportunities that you see for constituents that are kind of sitting in that backlog already?

I'll start here and then turn it to Chuck. I think there certainly is some growth we see in the backlog. The pro forma number that we're talking about is for 2026, just to be clear. We put the two companies together. 2026, that's what we're seeing. But when you talk about that $2 billion revenue backlog combined, we've got very good visibility into growth into the outer years.

Yeah, I would say that we know virtually exactly what the backlog is. And remember, that is fully contracted backlog.

Yeah, great to hear. and then just you talked about your integration plans, you know, being pretty well formed, you know, I guess for a month and a half since you announced the transaction. So how have your thoughts evolved on, you know, kind of the number of people that are needed to service that book of business and where those margins might land?

Yeah, I'm not, Gavin, I'm not prepared to answer that question externally right now.

Still moving target, that's fair.

A little too early.

Yeah. Yeah, that's fair. And then maybe just you can provide us with an update on some of the gating items to getting the deal closed in terms of talking with the lenders and talking with the surety providers.

I'll turn that one over to Dave.

Yeah, just as you said, there's a number of items that we're working on. The integration management office activities that you mentioned, Gavin, are extensive. Car boats are complicated. both Chuck and I have done carve outs before so we're going in with our eyes wide open here but you know there's work streams across all the functional areas as you would expect and discussions with our lender as well as discussions with surety bond providers those are all kind of standard for you know what's going on right now and fully expected to work through that over the next little while so as we said we expect to close this in in Q4, and we're still on track.

Thanks so much. I'll pass the line.

Your next question comes from Todd Coupland with CIBC. Your line is now open.

Oh, yes. Good morning, everyone. I was wondering if you – I know you don't want to go into the synergy details at this point, but what is the path to get you into that run rate? I'll let Dave answer. I'll tell you what I think I wanted to.

Yeah, so we're working through all the details right now, Todd. Good question. And I think we've mentioned before, the synergies that we're working through come in various categories. you know headcount, real estate and other third party vendors. This is very typical for a carve out. We're working through that. We feel really good about where this is moving, where we're headed, the work that we've done to date. Still some work to do to get to the final numbers but it's going to kind of depend on exactly when we close. and still depends on some work we still have to do. But we're feeling really good about the work done to date, as I mentioned, and where we see this landing.

I mean, where you are, Todd, is what our plan is. And we want to get as close to that plan as we can. Yeah.

Do you think you get to the end of that 10 to 15 percent range sometime in 2027? Yes.

Oh, yeah, for sure. Yeah.

Yeah. and when you think about the potential coming out of the backlog, that had been an issue in Quarter Hill the last couple of years, inflation built into problem contract, et cetera. What's your opinion of the quality of this combined backlog? Maybe talk about that.

That's very strong. I mean, I just spent two years cleaning up the mess over here. And so we're pretty sensitized to what the backlog looks and we've looked at it pretty extensively. I mean, this is all part of the integration work that we're going through. You have to remember, we're not essentially buying a company. We're buying a double digit number of contracts. So we have to diligence each contract separately. We have to meet with each customer separately. So, you know, we're pretty sensitized to what it is.

And I guess both businesses have decent sized footprints in the U.S. How much crossover is there? Is there cleanup to do along those lines with existing states or municipalities?

It's all cumulative. We don't really cross over on any contracts, which is nice. So it gives us a much bigger footprint. It also gives us a fairly large footprint in the UK. We'll end up moving in another couple hundred person operation in the UK. So it gives us a footprint over there to start our European growth in the tolling business.

And the last question for me. So, you know, I get the EBITDA targets, but, you know, capitalized software is still a fairly... large percentage of revenue if you include R&D and CAP software. In the combined entity, what is that going to look like in percentage terms roughly?

I hadn't really thought about that. I'll let Dave take that one.

From what we see so far, there's not a lot of R&D that's going on. The work that we're doing at Quarterhill is on a new platform. we've talked about it, Chuck's talked about it extensively with the AI enabled platform and that's the bulk of the capitalized development work that we're doing. The day-to-day work that we're seeing through diligence on the conduit side is more maintenance related given a lot of their contracts are in maintenance mode So I don't have a number for you, Todd, but I think it's a good question, and I don't think it's going to be incrementally larger.

Yeah, we're not bringing over a big R&D team, put it that way. Okay. So the dollar amount. Most of their contracts are fairly, almost all of them are through implementation. So there's still some development on a couple of them. There's one new contract, but it's a rinse and repeat of a sister contract. So we're really focusing on our R&D team, not theirs. Yeah.

All right. Appreciate the color. Thank you very much. Thanks, John.

Thank you. As we have no further questions at this time, I will now turn the call over to Mr. Myers for closing remarks.

Great. Thank you. Thank you all for joining us this morning. I'll close as usual by thanking our team of employees, our board members, shareholders, customers, and partners for their continued support. This team is what makes us successful. There's real momentum in this business, and we look forward to speaking with you again in November when we report our third quarter results. Thank you very much.

This will conclude today's conference call. Thank you everyone for joining. You may now disconnect your lines.