Quarterhill Inc. (QTRH) Earnings Call Transcript

Good morning, everyone, and welcome to the Quarterhill Second Quarter 2026 Financial Results Conference Call. Joining us today are Chuck Myers, Chief Executive Officer; and David Charron, Chief Financial Officer. [Operator Instructions] Earlier this morning, Quarterhill 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 SEDAR+. 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. 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 SEDAR+. During this conference call, Quarterhill 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 meaning prescribed by IFRS and may not be comparable to similar measures disclosed by other companies. Please refer to the company's Q2 2026 MD&A 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 3 years. These results demonstrate the operating leverage in our model and our ability to convert revenue into profit. 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 selected our advanced tolling back office and customer service center platform for its I-15 Express Lanes Network. Oklahoma expanded its long-standing 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 Conduent'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 Quarterhill 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 base, along where we can deploy our technology and AI-enabled solutions. The transaction is highly attractive and highly complementary. We have identified significant day 1 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 Quarterhill 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 Conduent's tolling operations, capture the cost efficiencies we have identified, scale platform profitably. The Conduent acquisition also shows why M&A works in our platform. In tolling, our approach is 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 are executing the plan we laid out over the year. We are 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 Quarterhill's second quarter financial results and then cover the financial terms and expected financial profile of the Conduent transaction. A reminder that all figures are in U.S. dollars. It's important to note that the financial results I'll discuss today cover Quarterhill'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 in 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 Conduent's tolling transaction which we announced on June 30th. The agreement is to acquire substantially all of the assets of Conduent's Tolling Solutions business for $70 million in cash plus Quarterhill 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. Conduent 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 Conduent 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 Conduent'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 Conduent 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 planned 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.

[Operator Instructions] Your first question comes from Scott Searle with ROTH Capital.

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 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?

Yes, 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.

Yes, I think if I understand your question, I think, no, we see both businesses growing well. I think you'll see a big, 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 contract or 2 I think that 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 Conduent, which is usually accretive. Just kind of some thoughts on that just in terms of mixed composition and maybe timing of some of that.

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 say we have a plan of around $3 billion that we're looking at, and we have kind of a road map for those. Every one is a little bit different. I think you're going to see 2 kinds of deals. You're going to see opportunistic deals like the Conduent 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 will be more kind of business combinations where you see companies that are stable. But what it does is it gives us scale and really allows a functional step up in terms of revenue size.

[Operator Instructions] Your next question comes from Gavin Fairweather with ATB Cormark.

Maybe just on the Conduent deal, I mean, it places you as a strong number 2 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 we are significantly smaller. We have quite a few less employees and we have to be more careful at Quarterhill 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. 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 Conduent that are 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, right, 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.

Yes, I would say that we know virtually exactly what the backlog is. And those are -- remember that is fully contracted backlog.

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

Yes, Gavin, I'm not prepared to answer that question externally right now. It's a little too early.

Yes, 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.

Yes, just like you said, there's a number of items that we're working on. The integration management office activities that you mentioned, Gavin, are extensive. Carve-outs are complicated. Both Chuck and I have done carve-outs before. So we're going in with our eyes wide open here. But 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 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 Q4, and we're still on track.