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TORONTO, Jan. 8, 2025 /PRNewswire/ - Quarterhill Inc. ("Quarterhill" or the "Company") (TSX: QTRH) (OTCQX: QTRHF), a leading provider of tolling and enforcement solutions in the Intelligent Transportation System ("ITS") industry, announces that Kyle Chriest, Chief Financial Officer ("CFO"), is leaving the Company to pursue another employment opportunity.

Mr. Chriest will remain with Quarterhill until the end of January to ensure an orderly transition. The Company has engaged an executive search firm to assist in recruiting a new CFO. Morgan Demkey, VP Operations, has been appointed Interim CFO while the Company conducts its CFO search. Mr. Demkey joined Quarterhill in 2021 as Director of Finance and transitioned into the VP Operations role in 2024. Prior to that, Mr Demkey held a variety of progressively senior finance roles in various organizations, including KPMG LLP. Mr. Demkey holds both Chartered Professional Accountant (CPA) and Chartered Accountant (CA) designations and has a Masters of Professional Accounting degree from the University of Saskatchewan.

"I'd like to thank Kyle for his leadership and valuable contributions during a pivotal 18 months for the Company. We wish him the best in his new role," said Chuck Myers, CEO at Quarterhill. "In 2024, we made substantial progress in turning around the Company - integrating our businesses, divesting non-core assets, streamlining our cost structure, and enhancing our technical capabilities. With this transformation process nearly complete, we believe we are well-positioned to capitalize on these achievements and drive top-line growth and margin expansion in 2025 and beyond."

Mr. Chriest's departure is not due to any disagreement with the Company or the board regarding its operating performance, financial results, accounting principles, practices or financial statement disclosures. The Company remains confident in its strategic direction and financial health, with no changes to its outlook as previously discussed during the Q3 earnings call on November 8, 2024. Quarterhill expects to report its Q4 2024 results in mid-March 2025.

About Quarterhill

Quarterhill is a leading provider of tolling and enforcement solutions in the Intelligent Transportation System (ITS) industry. Our goal is technology-driven global leadership in ITS, via organic growth of our tolling and enforcement businesses, and by continuing an acquisition-oriented investment strategy that capitalizes on attractive growth opportunities within ITS and its adjacent markets. Quarterhill is listed on the TSX under the symbol QTRH and on the OTCQX Best Market under the symbol QTRHF. For more information: www.quarterhill.com.

Forward-looking Information

This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"), including, without limitation, statements regarding the CFO transition, the Company's positioning for future growth and success, and timing of release of its Q4 2024 results. Such forward-looking statements relate to future events, conditions or future financial performance of ‎Quarterhill based on future economic conditions and courses of action. All statements other ‎than statements of historical fact may be forward-looking statements. Such forward-looking statements ‎are often, but not always, identified by the use of any words such as "seek", "anticipate", "budget", ‎‎"plan", "goal", "expect" and similar expressions.

Forward-looking statements involve known and unknown risks, assumptions, ‎uncertainties and other factors that may cause actual results or events to differ materially from those ‎anticipated in such forward-looking statements. Material risk factors that could cause actual results to differ materially from the forward-looking statements contained in this news release include, among others, demand and competition for CFO talent; demand for Quarterhill's products and services; general economic and market conditions; competition; risks relating to technological advances and cyber-security; and other risks set forth in the Company's most recent annual information form available on SEDAR+ at www.sedarplus.ca. The Company believes the expectations reflected in ‎the forward-looking statements are reasonable, but no assurance can be given that these expectations ‎will prove to be correct and such forward-looking statements included in this news release should not be ‎unduly relied upon.‎ Material factors and assumptions used to develop the forward-looking statements contained in this news release include, among others: Quarterhill's ability to attract talent and execute on its business plan; demand for Quarterhill's products and services; operating assumptions; and financial projections and cost estimates. Quarterhill has no intention, and 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 law.

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SOURCE Quarterhill

Why Road Safety Matters

There's no denying the urgency of safeguarding human life on our roads and bridges. The quest for enhanced road safety is at the heart of everything we do here at Quarterhill, especially as we gear up for IBTTA’s inaugural Global Road Safety Week on June 24-28. The ‘Be Safe Together’ campaign isn’t just a slogan; it’s a clarion call for collective action to make our roads less hazardous. This movement spotlights the collective responsibility of international players to pioneer and implement strategies that aim at decreasing road fatalities and accidents. Each innovation we introduce and each measure we implement is a step closer to ensuring that everyone, from the casual commuter to the long-haul truck driver, arrives at their destination safely.

‍Why We Develop Safety Technologies

For over 40 years, our focus has been on developing technologies that address the critical needs of road safety. We developed these technologies because we believe that safety doesn't just happen; it requires proactive measures and continuous improvement. Our Tire Anomaly Classification System (TACS) and e-screening systems were created to detect and monitor safety issues before they become critical, helping shape safer practices among road and commercial vehicle operators.

Technology for Bridges and Tolling Applications

Our commitment to safety extends to critical infrastructure components like bridges and tolling systems. Bridges require precise monitoring to ensure their integrity and safety, and our Weigh-In-Motion technology, combined with advanced sensors, provides real-time data on vehicle weights, helping to prevent damage and extend the lifespan of bridge structures.

Quarterhill is also at the forefront of enhancing road safety with its advanced toll road systems, which notably reduce traffic congestion and incorporate innovative technologies. The implementation of dynamic toll pricing, for instance, discourages peak-time travel, effectively minimizing the bumper-to-bumper traffic that often leads to accidents and delays. Additionally, our electronic toll collection (ETC) systems facilitate smoother traffic flow by removing the need for vehicles to stop at toll booths, which significantly decreases the risk of collisions.

Modern toll roads equipped with Quarterhill’s technology feature state-of-the-art safety protocols, such as automated incident detection systems that promptly alert operators to accidents or hazards on the road, enabling a quicker emergency response. Furthermore, these toll roads are maintained to a higher standard, with continuous monitoring and timely maintenance that are essential in preventing accidents caused by road defects. In essence, Quarterhill’s toll road technology not only streamlines the driving experience but also plays a crucial role in ensuring that journeys are safer for everyone.

The recent acquisition of Red Fox ID by Quarterhill further strengthens the safety performance of our tolling solutions. Red Fox’s Quantum technology, including Quantum LiDAR and Quantum HYBRID, provides high-accuracy vehicle detection and classification in all traffic and weather conditions. These advanced sensor technologies support overhead detection and classification, ensuring minimal in-pavement installation and high reliability. By integrating Quantum’s solid-state LiDAR and hybrid solutions, we enhance the safety and efficiency of tolling operations, reducing the need for road closures that place service technicians and the public at risk.

By leveraging these innovations, we support the evolving needs of the tolling industry, making tolling operations safer and more efficient.

Supporting Vulnerable Road Users

Quarterhill's radar technologies play a crucial role in enhancing road safety, offering significant benefits for vulnerable users such as cyclists and pedestrians. Notably, through products like speed display signs and intersection detection systems, these technologies foster safer shared spaces.

The I-SAFE speed display signs equipped with radar technology effectively manage vehicle speeds in crucial areas. By detecting and displaying the speed of passing vehicles, these signs encourage drivers to reduce their speed, creating a safer environment for pedestrians and cyclists. This immediate feedback mechanism is essential in areas where slower speeds can greatly reduce the risk of accidents.

Intersection detection systems, such as the Icoms TMB-134, significantly boost safety at crossings for both cyclists and pedestrians. For cyclists, radar detection at intersections identifies their presence and can automatically trigger a green light, reducing wait times and discouraging risky crossing behaviors. This technology ensures that cyclists are integrated into the traffic flow safely and efficiently.

Similarly, radar detection aids pedestrians at intersections by detecting their intent to cross and extending walk lights as needed. This feature is particularly beneficial in ensuring that pedestrians, including those who move more slowly, can cross safely without the pressure of a rapidly changing light. Such systems can adapt in real-time to the pedestrian traffic flow, essentially customizing safety measures to immediate requirements and creating a safer, more inclusive roadway infrastructure.

Looking Forward

We are proud to support the ‘Be Safe Together’ campaign, recognizing that real change comes from collaboration. By combining our technological innovations with intelligent policies and campaigns, we can create safer roadways for everyone.

Join us in celebrating Global Road Safety Week and learn more about our efforts to enhance road safety worldwide.

For more information about the ‘Be Safe Together’ campaign, visit IBTTA’s Be Safe Together.

‍

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TORONTO, Aug. 13, 2025 /PRNewswire/ - Quarterhill Inc. ("Quarterhill" or the "Company") (TSX: QTRH) (OTCQX: QTRHF), a leading provider of tolling and enforcement solutions in the Intelligent Transportation System ("ITS") industry, announces its financial results for the three and six months ended June 30, 2025. All financial information in this press release is reported in United States ("US") dollars, unless otherwise indicated.

Q2 2025 Highlights

• Revenue for Q2 2025 was $43.1 million compared to $41.5 million in Q2 2024.
• Net loss for Q2 2025 was ($6.8) million compared to ($3.0) million in Q2 2024.
• Cash used in operations for Q2 2025 was ($4.6) million compared to cash generated from operations of $0.8 million Q2 2024.
• Cash and cash equivalents were $22.7 million at June 30, 2025.
• Adjusted EBITDA¹ for Q2 2025 was ($2.7) million compared to $1.7 million in Q2 2024.
• Revenue backlog³ was $463 million at June 30, 2025.
• Appointed David Charron as Chief Financial Officer.
• Appointed Darren Learmonth as Chief Technology Officer, subsequent to quarter end.
• On July 24, 2025, announced a restructuring that is expected to result in annualized savings of approximately $12 million.

"Q2 revenue of $43.1 million grew 4% year-over-year, driven by continued strong performance from our safety and enforcement unit, which delivered solid growth and margins," said Chuck Myers, CEO at Quarterhill.

Mr. Myers added: "We are taking decisive action through a four-point plan to strengthen the business. One, our restructuring announced on July 24^th will generate approximately $12 million in annualized savings starting in Q3 2025. Two, we've made meaningful progress on one of the tolling contracts previously disclosed as under renegotiation, reducing costs related to the project and agreeing to enter a mediation process that's expected to begin by the end of the month. Three, we continue to win and pursue higher-margin business while four, we're investing in our next-generation technology platform. These targeted actions are designed to achieve sustainable operating profitability and enhance our financial performance."

"While our turnaround continues, we're making tangible progress and building a stronger, more resilient business," Mr. Myers concluded. "With new leadership in place at the board and management level, we're optimistic that executing our plan will drive top-line growth, margin expansion, positive cash flow and shareholder value creation."

Q2 2025 and Year-to-Date Financial Review
Quarterhill's Management's Discussion and Analysis and Financial Statements for the three and six months ended June 30, 2025 are available at the Company's website and at its profile at SEDAR+.

Revenues for the three and six months ended June 30, 2025, were $43.1 million and $77.0 million compared to $41.5 million and $76.4 million in the same periods last year. The increase in revenue for Q2 and the year-to-date period is primarily due to growth in the Company's safety and enforcement business unit, offset, in part, by the timing of revenues received from certain tolling contracts. For the three and six months ended June 30, 2025, the two tolling contracts that are being renegotiated contributed $2.8 million and $6.5 million to revenue.

Gross profit² as a value and as a percentage of revenues may be subject to significant variance in each reporting period due to the nature and type of contract and service work performed and currency volatility. Gross profit for the three and six months ended June 30, 2025, was $6.3 million and $10.3 million, or 15% and 13%, as compared to $8.5 million and $14.9 million, or 21% and 19%, in the same periods last year. The decrease for Q2 and the year-to-date period was primarily due to cost overruns on two tolling projects, and offset, in part, by continued strong margin performance from the safety and enforcement unit.

Total operating expenses are comprised of selling, general and administrative costs ("SG&A"), research and development ("R&D") costs, depreciation, amortization of intangible assets and other charges. Total operating expenses for the three and six months ended June 30, 2025, were $12.9 million and $24.1 million compared to $10.8 million and $21.2 million in the same periods last year. The increase for Q2 and the year-to-date period is primarily due to recruitment, technical consulting and facilities expenses, which were offset, in part, by a decrease in amortization expense and other charges.

Adjusted EBITDA¹ for the three and six months ended June 30, 2025, was ($2.7) million and ($6.1) million compared to $1.7 million and $1.8 million in the same periods last year. The decrease in Adjusted EBITDA¹ for Q2 and the year-to-date period was due to the factors impacting gross margin and expenses, as previously described. The two tolling contracts that are being renegotiated resulted in a reduction to Adjusted EBITDA¹ of ($3.9) million in Q2 and ($7.1) million in the year-to-date period.

Net loss for the three and six months ended June 30, 2025, was ($6.8) million and ($15.2) million, or ($0.06) and ($0.13) per diluted share, compared to net losses of ($3.0) million and ($7.2) million, or ($0.03) and ($0.06) per diluted share, in the same periods last year.

Cash used in operations for the three and six months ended June 30, 2025, was ($4.6) million and ($8.2) million compared to $0.8 million and ($9.3) million in the same periods last year. Cash and cash equivalents were $22.7 million at June 30, 2025, compared to $31.9 million at December 31, 2024.

At quarter end, Quarterhill's long-term debt was reclassified to current liabilities as the Company was not in compliance with its financial covenants at June 30, 2025. Subsequent to quarter end, the Company finalized an amendment to its credit agreement that provides it with additional financial flexibility and a waiver to its covenants to September 30, 2025. More details can be found in the Company's Q2 2025 MD&A.

1. Please refer to the Adjusted EBITDA Non-IFRS Financial Measures section for further information.

2. Please refer to Gross Margin % in the Supplementary Financial Measures section for further information.

3. Please refer to the Backlog - Non-IFRS Financial Measure section for further information.

Conference Call and Webcast
Quarterhill will host a conference call to discuss its financial results on Wednesday, August 13, 2025, at 10:00 AM Eastern Time.

Webcast Information

• Live audio webcast will be available at: https://app.webinar.net/RalKmPaNYoW
• Webcast replay will be available at: https://app.webinar.net/RalKmPaNYoW

Traditional Dial-in Information

• To access the call from the U.S. and Canada, dial 1.888.699.1199 (Toll Free)
• To access the call from other locations, dial 1.416.945.7677 (International)

Rapidconnect
To instantly join the conference call by phone, please use the following URL to easily register and be connected into the conference call automatically: https://emportal.ink/44ErfYq      

Telephone Replay
Telephone replay will be available from August 13, 2025, until August 20, 2025, at: 1.888.660.6345 (Toll Free North America) or 1.289.819.1450.

Conference ID: 30578 and Replay Passcode: 30578#

Non-IFRS Financial Measures and Non-IFRS Ratios
Quarterhill uses both IFRS and certain non-IFRS financial measures to assess performance. Non-IFRS financial measures are financial measures disclosed by a company that (a) depict historical or expected future financial performance, financial position or cash flow of a company, (b) with respect to their composition, exclude amounts that are included in, or include amounts that are excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the company, (c) are not disclosed in the financial statements of the company, and (d) are not a ratio, fraction, percentage or similar representation. Non-IFRS ratios are financial measures disclosed by a company that are in the form of a ratio, fraction, percentage or similar representation that has a non-IFRS financial measure as one or more of its components, and that are not disclosed in the financial statements of the company.

These non-IFRS financial measures and non-IFRS ratios are not standardized financial measures under IFRS, and, therefore, are unlikely to be comparable to similar financial measures presented by other companies. Management believes these non-IFRS financial measures and non-IFRS ratios provide transparent and useful supplemental information to help investors evaluate our financial performance, financial condition, and liquidity using the same measures as management. These non-IFRS financial measures and non-IFRS ratios should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS.

Adjusted EBITDA - Non-IFRS Financial Measures

We use the non-IFRS financial measure "Adjusted EBITDA" to mean net loss adjusted for (i) income taxes, (ii) finance expense or income; (iii) amortization and impairment of intangibles; (iv) other charges and other one-time items; (v) depreciation of right-of-use assets and property, plant and equipment; (vi) stock-based compensation; (vii) foreign exchange loss (gain); (viii) other (income) expense; and (ix) changes in fair value of derivative liability. Adjusted EBITDA is used by our management to assess our normalized cash generated on a consolidated basis. Adjusted EBITDA is also a performance measure that may be used by investors to analyze the cash generated by Quarterhill. Adjusted EBITDA should not be interpreted as an alternative to net income (loss) and cash flows from operations as determined in accordance with IFRS or as measure of liquidity. The most directly comparable IFRS financial measure is net income (loss). See Reconciliation of Net Loss to Adjusted EBITDA below.

Adjusted EBITDA per share – Non-IFRS Ratio

Adjusted EBITDA per share is calculated as Adjusted EBITDA divided by the basic weighted average of common shares. Adjusted EBITDA per share is used by our management and investors to analyze cash generated by Quarterhill on a per share basis. The most comparable IFRS measure is earnings per share. See Reconciliation of Net Loss to Adjusted EBITDA below.

Backlog - Non-IFRS Financial Measure

We use the non-IFRS measure "backlog" to mean the total value of work that has not yet been completed but that in management's experience of similar situations has: (a) a high certainty of being performed pursuant to existing contracts or work orders specifying job scope, value and timing; (b) an expectation of expansion of existing contracts due to expected extensions; and/or (c) been awarded to one or more of our ITS operating subsidiaries as evidenced by a binding contract or where the finalization of a binding contract is reasonably assured. Activities under such contracts may cover a period of up to 15 years. We do not include in "backlog" the value of any expected but unsigned change orders that management considers may apply to such contracts.

Supplementary Financial Measures
Supplementary financial measures are financial measures disclosed by a company that (a) are, or are intended to be, disclosed on a periodic basis to depict the historical or expected future financial performance, financial position or cash flow of a company, (b) are not disclosed in the financial statements of the company, (c) are not non-IFRS financial measures, and (d) are not non-IFRS ratios. Key supplementary measures disclosed are as follows:

Gross margin %
Calculated as gross profit as a percentage of revenue.

About Quarterhill
Quarterhill is a leading provider of tolling and enforcement solutions in the Intelligent Transportation System (ITS) industry. Our goal is technology-driven global leadership in ITS, via organic growth of our tolling and enforcement businesses, and by continuing an acquisition-oriented investment strategy that capitalizes on attractive growth opportunities within ITS and its adjacent markets. Quarterhill is listed on the TSX under the symbol QTRH and on the OTCQX Best Market under the symbol QTRHF. For more information: www.quarterhill.com.

Forward-looking Information
This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements") regarding Quarterhill, its operating subsidiaries and their respective businesses. Such forward-looking statements relate to future events, conditions or future financial performance of ‎Quarterhill based on future economic conditions and courses of action. All statements other ‎than statements of historical fact may be forward-looking statements. Such forward-looking statements ‎are often, but not always, identified by the use of any words such as "seek", "anticipate", "budget", ‎‎"plan", "goal", and similar expressions. These statements involve known and unknown risks, assumptions, ‎uncertainties and other factors that may cause actual results or events to differ materially from those ‎anticipated in such forward-looking statements. The Company believes the expectations reflected in ‎those forward-looking statements are reasonable, but no assurance can be given that these expectations ‎will prove to be correct and such forward-looking statements included in this news release should not be ‎unduly relied upon.‎ In particular, this news release contains forward-looking statements pertaining to, but not limited to, the ‎following: operational and financial expectations for the 2025 financial year, including revenue, gross margin and Adjusted EBITDA expectations; the Company's business plan and strategy, and outcomes thereof; the outcome of renegotiation efforts and mediation relating to our tolling contracts; the impact of contract renegotiation on our financial performance; the results of operational enhancements and technology investment by the Company; the anticipated cost savings from the restructuring; the Company's ability and path to achieve revenue growth, margin expansion and positive cash flow; and the impact of the Company's workforce reduction on the Company's operations, financial position and results.

‎Although the forward-looking statements contained in this news release are based upon assumptions ‎which management of the Company believes to be reasonable, the Company cannot assure investors ‎that actual results will be consistent with these forward-looking statements. With respect to forward-‎looking statements contained in this news release, the Company has made assumptions regarding, but ‎not limited to: the Company's ability to execute on its business plan; successful integration of acquisitions; general economic and industry trends; operating assumptions relating to the ‎Company's operations; demand for the Company's products and services; cost estimates for fixed price contracts; successful renegotiation of our tolling contracts on terms acceptable and favourable to the Company; and the other assumptions set forth in the ‎Company's most recent annual information form available under the Company's profile on SEDAR+ ‎at www.sedarplus.ca.‎

The Company's actual results could differ materially from those anticipated in the forward-looking ‎statements, as a result of numerous known and unknown risks and uncertainties and other factors ‎including, but not limited to: changes in demand for the Company's products and services; general economic, ‎political, market and business conditions, including fluctuations in interest rates, foreign exchange rates, ‎stock market volatility; reliance on key management personnel; risks related to competition within the Company's industry and relating to technological advances; litigation risks; cyber-security risks; fixed price contracts may result in unexpected costs to the Company; risks of health epidemics, pandemics and similar ‎outbreaks; the tolling contracts not successfully being renegotiated on terms acceptable or favourable to the Company, or at all; and the other risks set forth in the Company's most recent annual information form ‎and management's discussion and analysis for the three and twelve months ended December 31, 2024 available under the Company's profile on SEDAR+ at www.sedarplus.ca.‎

The Company's actual results, performance or achievement could differ materially from those ‎expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be ‎given that any of the events anticipated by the forward-looking statements will transpire or occur, or if ‎any of them do so, what benefits the Company will derive therefrom. Readers are therefore cautioned ‎that the foregoing lists of important factors are not exhaustive, and they should not unduly rely on the ‎forward-looking statements included in this news release. All forward-looking statements contained in this news release are expressly ‎qualified by this cautionary statement. Quarterhill has no intention, and 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 law.

This news release contains "future-oriented financial information" and "financial outlooks" within the meaning of applicable Canadian securities laws (collectively, "FOFI"), including about the financial results, revenue, gross margin and Adjusted EBITDA of Quarterhill for the year ended December 31, 2025. FOFI, as with forward-looking ‎statements ‎generally, are, without limitation, based on the assumptions and qualifications, and are subject to the risks set out ‎above in respect of forward-looking statements. Quarterhill's actual financial position and results of operations may differ materially from ‎management's ‎current expectations and, as a result, the Company's financial results may differ ‎materially from ‎the FOFI provided in this news release. The Company and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments and the FOFI contained in this news release was approved by management as of the date hereof, for purposes of providing further information about the Company's future business operations and results. However, because this information is subjective and subject to numerous risks and assumptions, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, the Company undertakes no obligation to update such FOFI. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein, and such information is ‎presented for ‎illustrative purposes only and may not be an indication of the Company's actual ‎financial position or ‎results of operations.‎

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss
(in thousands and in United States dollars, except share and per share amounts)

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SOURCE Quarterhill Inc.

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• Quarterhill subsidiary IRD will install Weigh-In-Motion technology at 28 sites on various Interstate and State Routes.
• The sites will collect vehicle data related to road infrastructure protection and monitor commercial vehicle routes to improve highway safety.

SASKATOON, SK, March 7, 2024 /PRNewswire/ - Quarterhill Inc. ("Quarterhill" or the "Company") (TSX: QTRH) (OTCQX: QTRHF), a leading provider of tolling and enforcement solutions in the Intelligent Transportation System ("ITS") industry, announces that its wholly-owned subsidiary, International Road Dynamics Inc. ("IRD"), has been awarded a $5.3 million contract by the Tennessee Department of Transportation ("TDOT") to install Weigh-In-Motion ("WIM") systems at 28 sites on interstate and state routes across Tennessee. Installation is expected to be completed in May 2025. All financial information in this press release is reported in Canadian dollars.

TDOT is promoting the advancement of WIM in the state through the development of a statewide WIM program. The WIM systems will capture and record axle weights and gross vehicle weights as vehicles drive over the measurement sites at highway speeds. The sites will provide data on commercial vehicle characteristics in certain transit corridors for asset management and design improvements.

Some of the WIM sites are co-located with enforcement sites operated by the Tennessee Highway Patrol, who will integrate their commercial vehicle inspection program with the WIM data. In addition to collecting data, the WIM systems will be able to determine if trucks are overloaded so they can be routed to inspection stations for ticketing, thus cutting down on excessive highway wear-and-tear and the number of unsafe vehicles on the road. There is also the potential for future upgrades of the sites with E-screening technology to automate the evaluation of driver and trucking company safety ratings, resulting in enhanced enforcement capabilities and further improvements to highway safety.

"We are pleased to collaborate with TDOT on this project to elevate highway safety and efficiency in Tennessee," said Chuck Myers, CEO of Quarterhill. "The deployment of advanced WIM systems will provide vital data to facilitate effective enforcement, enhance asset management, and significantly improve the safety of Tennessee's highways. This project is our first major initiative in Tennessee, and we look forward to exploring opportunities to expand our footprint further in the State."

About Quarterhill
Quarterhill is a leading provider of tolling and enforcement solutions in the Intelligent Transportation System (ITS) industry. Our goal is global leadership in ITS, via organic growth of the Electronic Transaction Consultants, LLC (ETC) and International Road Dynamics Inc. (IRD) platforms, and by continuing an acquisition-oriented investment strategy that capitalizes on attractive growth opportunities within ITS and its adjacent markets. Quarterhill is listed on the TSX under the symbol QTRH and on the OTCQX Best Market under the symbol QTRHF. For more information, visit www.quarterhill.com.

About IRD
IRD is a dynamic technology company engaged in developing key components and advanced systems for the next generation of transportation networks. Together with subsidiaries PAT Traffic and IRD Europe (ICOMS Detections, Sensor Line and VDS), IRD supplies Intelligent Transportation Systems (ITS) to private corporations, transportation agencies, and highway authorities around the world. IRD's systems make highways safer, greener, and more efficient. Known globally as a trusted partner providing sales, service, and installation support on major ITS projects for over 40 years, IRD contributes to creating smarter cities by empowering engineering and urban planning professionals to access reliable traffic data. For more information, visit www.irdinc.com

Forward-looking Information
This news release contains forward-looking statements regarding Quarterhill, its operating subsidiaries and their respective businesses. Forward-looking statements are based on estimates and assumptions made by Quarterhill in light of its experience and its perception of historical trends, current conditions, expected future developments and the expected effects of new business strategies, as well as other factors that Quarterhill believes are appropriate in the circumstances. The forward-looking events and circumstances discussed herein may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Quarterhill, which include, without limitation, the risks described in Quarterhill's March 22, 2023 annual information form for the year ended December 31, 2022 (the "AIF"). In addition, readers are also urged to review the additional risk factors disclosed in our Management's Discussion and Analysis for the three and nine months ended September 30, 2023 filed on www.sedarplus.ca. Quarterhill recommends that readers review and consider all of these risk factors and notes that readers should not place undue reliance on any of Quarterhill's forward-looking statements. Quarterhill has no intention, and 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 law.

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SOURCE Quarterhill Inc.

‍

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TORONTO, Nov. 8, 2024 /PRNewswire/ - Quarterhill Inc. ("Quarterhill" or the "Company") (TSX: QTRH) (OTCQX: QTRHF), a leading provider of tolling and enforcement solutions in the Intelligent Transportation System ("ITS") industry, announces its financial results for the three and nine months ended September 30, 2024. All financial information in this press release is reported in United States ("US") dollars, unless otherwise indicated.

Quarterhill has changed the presentation currency of its financial statements to US dollars, its functional currency. A significant proportion of the Company's sales, expenses, assets, and liabilities are denominated in US dollars. This change in presentation currency aims to enhance external stakeholders' ability to assess Quarterhill's financial performance and to reduce the impact of foreign exchange volatility.

Q3 2024 Highlights

• Revenue was $38.0 million compared to $34.1 million in Q3 2023.
• Adjusted EBITDA¹ was ($2.8) million compared to $1.4 million in Q3 2023.
• Revenue backlog³ was $475 million at September 30, 2024.
• Announced new enforcement unit contracts in Thailand, South Korea, South Dakota, Minnesota and North Carolina.
• Received a $3.8 million dividend resulting from ownership stake in Wi-LAN Inc.
• Established Technical Advisory Committee with Bobby Parikh and Vineet Khosla, two AI and machine learning innovators experienced in transportation-related technologies.
• Subsequent to quarter-end, signed a share-purchase agreement to sell its 50% interest in the Chinese joint venture, Xuzhou-PAT Control Technologies Limited ("XPCT") for gross proceeds of approximately $4.9 million.

"Our enforcement unit had another strong quarter with multiple new contracts, top-line growth and solid margins, while in our tolling unit, we increased our bid activity and expanded mandates with several existing customers," said Chuck Myers, CEO at Quarterhill. "In Q3, we received our first dividend from our ownership position in Wi-LAN, and after quarter-end, we signed a share purchase agreement to sell our position in the Chinese joint venture, XPCT. Combined, these two developments will generate approximately $8 million in cash, thus strengthening our balance sheet as we head towards 2025."

"Over the past twelve months, we have worked hard to turn around the Company by integrating our ITS businesses, selling non-core assets, optimizing our cost base, adding new leadership, enhancing our technical capabilities and addressing select legacy contract challenges. We believe we are near the end of this process and are well positioned to capitalize on the benefits from these changes in 2025 and beyond."

"We have two tolling contracts for which we took reserves in Q3, impacting margins by approximately $4 million. We believe these reserves will be sufficient for both projects to reach operations phase acceptance and become steady and profitable long-term contracts for the business. For the business as a whole, we expect to return to positive Adjusted EBITDA in Q4 2024 and to then grow our top-line and margins into 2025."

"The future of the ITS industry will be shaped by advanced technology solutions, with AI and machine learning playing pivotal roles in delivering enhanced outcomes for customers. We are committed to being at the forefront of this shift as we invest in our software solutions and next generation architecture. We have recently added new leadership to our technical team, and at quarter-end, we established a Technical Advisory Board, bringing on two renowned experts in AI and modern software architecture to guide the development of our technology roadmap to meet our customers' desires. With our team, assets, and strategic direction, we are well-positioned to capitalize on the opportunities ahead, emerge as an industry leader and deliver improved financial results."

Q3 2024 Financial Review

Quarterhill's Management's Discussion and Analysis and financial statements for the three and nine months ended September 30, 2024 are available at the Company's website and at its profile at SEDAR+.

Financial statements for the three and nine months ended September 30, 2023, have been prepared to reflect continuing operations, and therefore, exclude results during that period from Wi-LAN Inc. ("WiLAN"), which was sold by Quarterhill on June 15, 2023.

Revenues for the three and nine months ended September 30, 2024, were $38.0 million and $114.4 million, up 12% and 13%, respectively, compared to $34.1 million and $101.0 million in the three and nine months ended September 30, 2023. The increase in revenues was primarily due to continued strong performance from the enforcement operations, which was offset in part by reserves taken relative to cost overruns on two tolling projects that had a $3 million impact on revenue.

Gross profit² as a value and as a percentage of revenues may be subject to significant variance in each reporting period due to the nature and type of contract and service work performed. Gross profit for the three and nine months ended September 30, 2024, was $5.1 million and $20.0 million, or 13% and 17%, as compared to $7.9 million and $21.6 million, or 23% and 21%, in the three and nine months ended September 30, 2023. The year-over-year decreases compared to the prior year periods were primarily due to the $4 million of reserves taken in Q3 2024 related to cost overruns on the two tolling projects as previously noted. The year-over-year decreases in gross profit margin were partially offset by continued strong margin performance from the enforcement operations.

Total operating expenses are comprised of selling, general and administrative costs ("SG&A"), research and development ("R&D") costs, depreciation, amortization of intangible assets and other charges. Total operating expenses for the three and nine months ended September 30, 2024, were $11.3 million and $32.5  million compared to $9.9 million and $32.1 million in the three and nine months ended September 30, 2023. The year-over-year increases were primarily due to higher SG&A, offset in part by lower R&D expenses. SG&A increased year-over-year, driven by the Company's investments in leadership and resources for its project, bid, and development teams. For the year-to-date period, this increase was partially offset by a reduction in force in other business areas.

Adjusted EBITDA¹ for the three and nine months ended September 30, 2024, was ($2.8) million and ($0.9) million compared to $1.4 million and $0.5 million for the three and nine months ended September 30, 2023. The decrease in Adjusted EBITDA for the three and nine months ended September 30, 2024, compared to the prior year periods, was due to the $4 million impact of the cost overruns on revenue and gross profit as previously explained, and offset, in part, by higher overall revenue.

Net loss from continuing operations for the three and nine months ended September 30, 2024, was ($4.1) million and ($11.3) million, or ($0.04) and ($0.10) per diluted share, compared to a net loss from continuing operations of ($1.7) million and ($20.9) million, or ($0.01) and ($0.18) per diluted share, for the three and nine months ended September 30, 2023.

Cash used in continuing operations for the three and nine months ended September 30, 2024, was ($1.7) million and ($11.0) million compared to cash used in continuing operations of ($0.7) million and ($14.1) million for the three and nine months ended September 30, 2023.

Cash and cash equivalents were $23.1 million at September 30, 2024, compared to $42.7 million at December 31, 2023. Due to the nature of the Company's business activities, operating cash flows may vary significantly between periods due to changes and timing in working capital balances. Adjusted Working Capital⁴ was $64.9 million at September 30, 2024, compared to $78.9 million at December 31, 2023.

1. Please refer to the Adjusted EBITDA Non-IFRS Financial Measures section for further information.

2. Please refer to Gross Margin % in the Supplementary Financial Measures section for further information.

3. Please refer to the Backlog - Non-IFRS Financial Measure section for further information.

4. Please refer to the Adjusted Working Capital - Non-IFRS Financial Measure section for further information.

Conference Call and Webcast
Quarterhill will host a conference call to discuss its financial results on Friday, November 8, 2024, at 10:00 AM Eastern Time.

Webcast Information
Live audio webcast will be available at: https://app.webinar.net/P03G1qda8o9        

• Webcast replay will be available at: https://app.webinar.net/P03G1qda8o9  

Traditional Dial-in Information

• To access the call from the U.S. and Canada, dial 1.888.699.1199 (Toll Free)
• To access the call from other locations, dial 1.416.945.7677 (International)

Rapidconnect
To instantly join the conference call by phone, please use the following URL to easily register and be connected into the conference call automatically: https://emportal.ink/4eGHMhl    

Telephone Replay
Telephone replay will be available from November 8, 2024, until November 15, 2024, at: 1.888.660.6345 (Toll Free North America) or 1.289.819.1450.

Conference ID: 17855 and Replay Passcode: 17855#

Non-IFRS Financial Measures and Non-IFRS Ratios
Quarterhill uses both IFRS and certain non-IFRS financial measures to assess performance. Non-IFRS financial measures are financial measures disclosed by a company that (a) depict historical or expected future financial performance, financial position or cash flow of a company, (b) with respect to their composition, exclude amounts that are included in, or include amounts that are excluded from the composition of the most directly comparable financial measure disclosed in the primary financial statements of the company, (c) are not disclosed in the financial statements of the company and (d) are not a ratio, fraction, percentage or similar representation. Non-IFRS ratios are financial measures disclosed by a company that are in the form of a ratio, fraction, percentage or similar representation that has a non-IFRS financial measure as one or more of its components, and that are not disclosed in the financial statements of the company.

These non-IFRS financial measures and non-IFRS ratios are not standardized financial measures under IFRS, and, therefore, are unlikely to be comparable to similar financial measures presented by other companies. Management believes these non-IFRS financial measures and non-IFRS ratios provide transparent and useful supplemental information to help investors evaluate our financial performance, financial condition, and liquidity using the same measures as management. These non-IFRS financial measures and non-IFRS ratios should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS.

Adjusted EBITDA - Non-IFRS Financial Measures

We use the non-IFRS financial measure "Adjusted EBITDA" to mean net (loss) income adjusted for (i) income taxes, (ii) finance expense or income; (iii) amortization and impairment of intangibles; (iv) other charges and other one-time items; (v) depreciation of right-of-use assets and property, plant and equipment; (vi) stock- based compensation; (vii) foreign exchange (gain) loss; and (viii) other income which includes equity in earnings from joint ventures; (ix) dividends received from joint ventures; and * changes in fair value of derivative liability. Adjusted EBITDA is used by our management to assess our normalized cash generated on a consolidated basis. Adjusted EBITDA is also a performance measure that may be used by investors to analyze the cash generated by Quarterhill. Adjusted EBITDA should not be interpreted as an alternative to net (loss) income and cash flows from operations as determined in accordance with IFRS or as measure of liquidity. The most directly comparable IFRS financial measure is Net (loss) income.

Adjusted EBITDA per share – Non-IFRS Ratio

Adjusted EBITDA per share is calculated as Adjusted EBITDA divided by the basic weighted average of common shares. Adjusted EBITDA per share is used by our management and investors to analyze cash generated by Quarterhill on a per share basis. The most comparable IFRS measure is earnings per share.

Adjusted Working Capital – Non-IFRS Financial Measure

Adjusted Working Capital is calculated as current assets minus current liabilities, adjusted for convertible debentures and derivative liability. Adjusted Working Capital reflects our net working capital expected to be settled in cash within twelve months.

Backlog - Non-IFRS Financial Measure

We use the non-IFRS measure "backlog" to mean the total value of work that has not yet been completed but that in management's experience of similar situations has: (a) a high certainty of being performed pursuant to existing contracts or work orders specifying job scope, value and timing; (b) an expectation of expansion of existing contracts due to expected extensions; and/or (c) been awarded to one or more of our ITS operating subsidiaries as evidenced by a binding contract or where the finalization of a binding contract is reasonably assured. Activities under such contracts may cover a period of up to 15 years. We do not include in "backlog", the value of any expected but unsigned change orders that management considers may apply to such contracts.

Supplementary Financial Measures
Supplementary financial measures are financial measures disclosed by a company that (a) are, or are intended to be, disclosed on a periodic basis to depict the historical or expected future financial performance, financial position or cash flow of a company (b) are not disclosed in the financial statement of the company, (c) are not non-IFRS financial measures, and (d) are not non-IFRS ratios.

Key supplementary measures disclosed are as follows:

Gross margin %
Calculated as gross profit as a percentage of revenue.

About Quarterhill
Quarterhill is a leading provider of tolling and enforcement solutions in the Intelligent Transportation System (ITS) industry. Our goal is technology-driven global leadership in ITS, via organic growth of our tolling and enforcement businesses, and by continuing an acquisition-oriented investment strategy that capitalizes on attractive growth opportunities within ITS and its adjacent markets. Quarterhill is listed on the TSX under the symbol QTRH and on the OTCQX Best Market under the symbol QTRHF. For more information: www.quarterhill.com.

Forward-looking Information
This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements") regarding Quarterhill, its operating subsidiaries and their respective businesses. Such forward-looking statements relate to future events, conditions or future financial performance of ‎Quarterhill based on future economic conditions and courses of action. All statements other ‎than statements of historical fact may be forward-looking statements. Such forward-looking statements ‎are often, but not always, identified by the use of any words such as "seek", "anticipate", "budget", ‎‎"plan", "goal", and similar expressions. These statements involve known and unknown risks, assumptions, ‎uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes the expectations reflected in ‎those forward-looking statements are reasonable, but no assurance can be given that these expectations ‎will prove to be correct and such forward-looking statements included in this news release should not be ‎unduly relied upon.‎ In particular, this news release contains forward-looking statements pertaining to, but not limited to, the ‎following: operational and financial expectations for the 2024 financial year, including revenue, gross margin and Adjusted EBITDA expectations; and the Company's business plan.

‎ Although the forward-looking statements contained in this news release are based upon assumptions ‎which management of the Company believes to be reasonable, the Company cannot assure investors ‎that actual results will be consistent with these forward-looking statements. With respect to forward-‎looking statements contained in this news release, the Company has made assumptions regarding, but ‎not limited to: the Company's ability to execute on its business plan; successful integration of Red Fox; the ability to successfully complete the transaction relating to the disposition of its interest in XPCT; general economic and industry trends; operating assumptions relating to the ‎Company's operations; demand for the Company's products and services; cost estimates for fixed price contracts; and the other assumptions set forth in the ‎Company's most recent annual information form available under the Company's profile on SEDAR+ at www.sedarplus.ca.‎

The Company's actual results could differ materially from those anticipated in the forward-looking statements, as a result of numerous known and unknown risks and uncertainties and other factors including, but not limited to: changes in demand for the Company's products and services; general economic, political, market and business conditions, including fluctuations in interest rates, foreign exchange rates, stock market volatility; reliance on key management personnel; risks related to competition within the Company's industry and relating to technological advances; litigation risks; cyber-security risks; fixed price contracts may result in unexpected costs to the Company; risks of health epidemics, pandemics and similar outbreaks; and the other risks set forth in the Company's most recent annual information form and management's discussion and analysis for the three and twelve months ended December 31, 2023 available under the Company's profile on SEDAR+ at www.sedarplus.ca.‎

The Company's actual results, performance or achievement could differ materially from those ‎expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be ‎given that any of the events anticipated by the forward-looking statements will transpire or occur, or if ‎any of them do so, what benefits the Company will derive therefrom. Readers are therefore cautioned ‎that the foregoing lists of important factors are not exhaustive, and they should not unduly rely on the ‎forward-looking statements included in this news release. All forward-looking statements contained in this news release are expressly ‎qualified by this cautionary statement. Quarterhill has no intention, and 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 law.

This news release contains "future-oriented financial information" and "financial outlooks" within the meaning of applicable Canadian securities laws (collectively, "FOFI"), including about the financial results, revenue, gross margin and Adjusted EBITDA of Quarterhill for the year ended December 31, 2024. FOFI, as with forward-looking ‎statements ‎generally, are, without limitation, based on the assumptions and qualifications, and are subject to the risks, set out ‎above in respect of forward-looking statements. Quarterhill's actual financial position and results of operations may differ materially from ‎management's ‎current expectations and, as a result, the Company's financial results may differ ‎materially from ‎the FOFI provided in this news release. The Company and its management believe that the FOFI has been prepared on a reasonable basis, reflecting management's best estimates and judgments and the FOFI contained in this news release was approved by management as of the date hereof, for purposes of providing further information about the Company's future business operations and results. However, because this information is subjective and subject to numerous risks and assumptions, it should not be relied on as necessarily indicative of future results. Except as required by applicable securities laws, the Company undertakes no obligation to update such FOFI. Readers are cautioned that the FOFI contained in this news release should not be used for purposes other than for which it is disclosed herein, and such information is ‎presented for ‎illustrative purposes only and may not be an indication of the Company's actual ‎financial position or ‎results of operations.‎

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss
(in thousands and in United States dollars, except share and per share amounts)

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SOURCE Quarterhill Inc.

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TORONTO, May 12, 2025 /PRNewswire/ - Quarterhill Inc. ("Quarterhill" or the "Company") (TSX: QTRH) (OTCQX: QTRHF), announces results from its Annual General and Special Meeting of shareholders (the "Meeting") that was held on Monday, May 12, 2025, at 10:00 a.m. (Eastern Daylight Time). A replay of the Meeting can be viewed at the Investors section of Quarterhill's website.

About Quarterhill

Quarterhill is a leading provider of tolling, safety and enforcement, and logistics solutions in the Intelligent Transportation System (ITS) industry. Our goal is technology-driven global leadership in ITS, via organic growth of our businesses, and by continuing an acquisition-oriented investment strategy that capitalizes on attractive growth opportunities within ITS and its adjacent markets. Quarterhill is listed on the TSX under the symbol QTRH and on the OTCQX Best Market under the symbol QTRHF. For more information: www.quarterhill.com.

View original content:https://www.prnewswire.com/news-releases/quarterhill-announces-results-from-its-annual-and-special-meeting-of-shareholders-302452864.html

SOURCE Quarterhill Inc.