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The goal of successful enforcement programs is to not catch offenders. Despite public perception, and among the mainstream media, revenue-raising is not the primary aim of enforcement. The aim is compliance — and improved road safety.

‍Case studies demonstrate how the introduction of commercial vehicle enforcement tech, or compliance tech, has had a positive influence on operator and fleet safety standards. Over time,the number of citations has decreased significantly. Drivers and fleet owners/operators come to understand that not complying is simply not worth it.

‍Not all failures to meet regulations are due to criminality or willful dismissal of what should be done. Often, it is the result of lax behavior which needs to be rectified—to ensure that a vehicle is safe to use is not time wasted, or one could think of it as time better spent doing more important things.

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THE TECH:

Improved compliance. Thanks to tech.

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Virtual Weigh-In-Motion (VWIM) stations can improve compliance across a wider geographic area, as well as flag an wide variety of infringements and safety hazards. They can dramatically increase the distances at which pre-screening can be successfully and consistently carried out, extending the efficiencies and capabilities of enforcement officials, whose numbers and availability can often be limited. 

‍VWIM can also be used to solve a long-standing problem associated with weight enforcement—avoidance of inspection by choosing alternatives to primary and preferred routes.

‍The result is weight-compliant vehicles constrained to those routes and road structures designed to carry them, and far less damage to secondary and tertiary roads by large, illegally operating vehicles.

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THE RESULT:

Virtual weigh stations. No need for inspection stops. 

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Quarterhill’s Virtual Weigh Station combine VWIM with other technologies to deliver even more vehicle safety information to enforcement personnel without requiring stops for inspection.

‍For instance, over-dimension vehicles are a major safety concern for many agencies. They can damage bridges, cause accidents and disrupt traffic flow. Over-height, over-width, and over-length detection using vehicle dimensioning technology is an effective way to reduce bridge strikes by those vehicles.

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‍A virtual weigh station that incorporates vehicle dimensioning improves road safety and helps prevent costly damage to bridges, vehicles, and their drivers. Enforcement agencies can monitor for vehicles that pose a risk so those vehicles can be stopped before they do any damage.

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TORONTO, July 30, 2025 /PRNewswire/ - Quarterhill Inc. ("Quarterhill") (TSX: QTRH) (OTCQX: QTRHF) will release its financial results for the three and six months ended June 30, 2025, on Wednesday, August 13, 2025. Chuck Myers, CEO, and David Charron, CFO, will host a conference call and audio webcast at 10:00 a.m. ET the same day.

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#

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.      

View original content:https://www.prnewswire.com/news-releases/quarterhill-to-announce-q2-2025-financial-results-302517172.html

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.

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Six nominees stand for election to the Board of Directors: Rusty Lewis, Chuck Myers,
Asha Daniere, Pasquale T. (Pat) Deon Sr., Robin Saunders and Stephen A. Smith

TORONTO, April 11, 2025 /PRNewswire/ - Quarterhill Inc. ("Quarterhill" or the "Company") (TSX: QTRH) (OTCQX: QTRHF), announces details of its upcoming Annual and Special Meeting of shareholders ("Meeting") to be held virtually on Monday, May 12, 2025, at 10:00 a.m. (Eastern time).

At the Meeting, registered shareholders and duly appointed proxyholders will have an opportunity to participate, ask questions and vote in real time provided they comply with the applicable procedures set out in Quarterhill's Management Information Circular dated April 1, 2025 (the "Circular").

SIX NOMINEES STAND FOR ELECTION TO THE BOARD OF DIRECTORS
Four current directors - Rusty Lewis, Chuck Myers, Pasquale T. (Pat) Deon Sr. and Robin Saunders – are standing for election to the Board of Directors (the "Board"), along with two new nominees – Asha Daniere and Stephen A. Smith. Full details regarding all nominees can be found in the Circular.

Ms. Daniere and Mr. Smith are seasoned business executives with significant public company board experience. Ms. Daniere brings extensive governance and operational leadership experience to the Board. As Principal of Asha P. Daniere Professional Corporation, she provides strategic and legal counsel to media, entertainment, and technology clients. Ms. Daniere currently serves on the boards of MEGA Uranium Inc. (TSX) and Thunderbird Entertainment Inc. (TSX-V). Her executive experience includes serving as Executive Vice President, Legal and Business Affairs at Blue Ant Media Inc. (2012-2020), along with prior management roles in both public and private companies. Ms. Daniere began her career as an associate at White & Case LLP in New York. She holds a Bachelor of Arts from the University of Toronto and a Juris Doctor from Tulane Law School and is admitted to the bar in both Ontario and New York.

Mr. Smith brings strong accounting and governance expertise to the Board. He currently serves as a director of Organigram Holdings (TSX, NASDAQ), Flow Beverage Corp. (TSX) and as Chair of the Board of CanPR Technology Ltd. (TSX-V). His board leadership extends to previous directorships that include Freshii Inc. (TSX), Newstrike Brands (TSX-V) and CST Brands Ltd. (NYSE). Mr. Smith's extensive executive career includes roles as Co-CEO and CFO of Cara Operations Limited (now Recipe Unlimited) and Executive Vice President, CFO of Loblaw Companies Limited, where he demonstrated leadership in financial oversight, risk management, and strategic planning for major public companies. Mr. Smith began his career with PricewaterhouseCoopers and holds a Bachelor of Commerce from the University of Toronto and a CPA, Chartered Accountant designation from the Ontario Institute of Chartered Accountants.

"We believe Asha and Stephen will be valuable additions to our Board of Directors," said Rusty Lewis, Chair of the Board at Quarterhill. "Their complementary expertise—Asha's legal and governance background paired with Stephen's financial acumen—brings valuable perspective as we seek to capitalize on our organic and non-organic growth opportunities. Both nominees have impressive track records guiding public companies through periods of strategic growth, and their addition reflects our commitment to building a Board with diverse skills and experiences to drive long-term shareholder value."

TO VOTE AHEAD OF THE VIRTUAL MEETING
Quarterhill is using "notice and access" to deliver proxy-related materials including Quarterhill's notice of meeting, Circular and related materials (collectively the "Meeting Materials") to both registered and non-registered shareholders. Shareholders will receive a notice package containing information on how to vote and access the Meeting Materials (the "Notice Package").

The Notice Package is being mailed (or sent electronically) on or about April 11, 2025. If you have not received your copy of the Notice Package by April 26, 2025, please contact your broker if you are a non-registered shareholder or contact Computershare Investor Services Inc. ("Computershare") if you are a registered shareholder. These materials outline in detail how to participate and vote at the Meeting.

The Meeting Materials will be made available today at Quarterhill's profile on SEDAR+ at www.sedarplus.ca and under Governance Documents in the Investors Section of the Company's website at www.quarterhill.com.

As in prior years, shareholders have multiple options to cast their vote ahead of the Meeting, which include on-line, via telephone or via mail. Details on using each method are included in the Circular and the form of proxy (or voting instruction form). Shareholders who are planning to vote ahead of the Meeting must submit their proxy voting instructions to Computershare no later than 10:00 a.m. (Eastern time) on Thursday, May 8, 2025.

ATTENDING THE VIRTUAL MEETING AS A GUEST
All shareholders will be able to attend the Meeting as guests during the live webcast. To do so, login online at: https://meetnow.global/MRFXRDH. Please login prior to the start time of the Meeting on May 12, 2025, to ensure a proper connection.

TO VOTE OR ASK QUESTIONS AT THE VIRTUAL MEETING
For registered shareholders and duly appointed proxyholders to vote and/or ask questions at the Meeting, please follow the instructions set out in our Circular.

All shareholders wishing to have a question addressed at the virtual Meeting can avoid the registration requirements set out in the Circular by submitting them to dave.mason@loderockadvisors.com in advance of the Meeting. Quarterhill is committed to addressing all appropriate questions submitted by shareholders either live during the Meeting or in advance, as timing and circumstances permit.

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"). 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. This news release contains forward-looking statements relating to, among other matters, the Meeting date and matters to be approved thereat as well as Quarterhill's business strategy.

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 for Quarterhill's products and services; general economic and market conditions; competition; risks relating to technological advances and cyber-security; force majeure risks; 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 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.

View original content:https://www.prnewswire.com/news-releases/quarterhill-to-host-virtual-annual-and-special-meeting-of-shareholders-on-may-12-2025-302426227.html

SOURCE Quarterhill Inc.

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• Quarterhill will showcase its advanced roadside and back-office tolling solutions at this year's technology summit.
• This marks the first time that leading toll technology provider Electronic Transaction Consultants, LLC (ETC) will participate as part of Quarterhill's unified brand.

TORONTO, May 5, 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, is proud to announce its participation as a Platinum sponsor at the International Bridge, Tunnel and Turnpike Association ("IBTTA") Technology Summit from May 4 to 7, 2024, in Atlanta, Georgia. Quarterhill is showcasing its groundbreaking solutions at booth 203.

Quarterhill's appearance at the IBTTA Technology Summit signifies an important evolution towards a unified brand identity, highlighting the integration of Electronic Transaction Consultants, LLC ("ETC") into its portfolio. This strategic consolidation under the Quarterhill brand enhances the Company's capability to deliver comprehensive, integrated ITS solutions, combining expertise in tolling, enforcement, and vehicle classification technologies. This move not only streamlines Quarterhill's offerings but also reinforces its commitment to leading innovation in the ITS industry, providing superior value to its clients and stakeholders.

Joining the excitement, Red Fox ID Limited ("Red Fox")—a company at the forefront of above-ground vehicle classification technology and the latest addition to the Quarterhill family—is also exhibiting at the Technology Summit in booths 101/103. Red Fox is known for its cutting-edge Automatic Vehicle Detection and Classification ("AVDC") technology, essential for modern road user charging applications.

Visitors to the IBTTA Technology Summit can experience the future of tolling and AVDC technology by meeting with the experts from Quarterhill and Red Fox at their respective booths. The summit serves as a perfect platform for demonstrating how the integration of ETC and Red Fox into Quarterhill will enhance the company's road pricing solutions.

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"). 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 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 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.

View original content:https://www.prnewswire.com/news-releases/quarterhill-announces-sponsorship-and-participation-at-ibtta-technology-summit-302136205.html

SOURCE Quarterhill Inc.

‍

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• Mr. Vineet Khosla, AI and Machine Learning Pioneer, joins the Board of Directors

TORONTO, Aug. 9, 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 six months ended June 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.

Q2 2024 Highlights

• Revenue was $41.5 million, up 7.5% compared to $38.6 million in Q2 2023.
• Adjusted EBITDA¹ was $1.7 million compared to $2.9 million in Q2 2023.
• Cash from operations was $0.8 million compared to cash used in operations of ($10.3) million in Q2 2023.
• Revenue backlog³ was $500 million at June 30, 2024.
• Completed acquisition of Red Fox I.D. Limited ("Red Fox"), expanding the Company's software offerings.
• Red Fox won two prestigious King's Awards: one for innovation and one for excellence in international trade.

"Q2 saw continued execution on our goals to drive top-line growth, expand Adjusted EBITDA margin and improve cash flow," said Chuck Myers, CEO at Quarterhill. "Adjusted EBITDA margin grew sequentially from Q1, and we anticipate continued progress in growing our margin throughout the year. Additionally, we generated positive cash flow from operations for the first time in two years and expect our cash balance to grow through the end of the year."

"Our two business units – tolling and enforcement – made progress in Q2 on their ongoing projects as well as closing new business, resulting in a contracted revenue backlog of $500 million at quarter end. We remain focused on leveraging the improvements we've made in the past year to our project management and contract bidding processes to grow these leading businesses. At the same time, we continue to work to increase our market reach through operational integration, exploring new opportunities in Europe, penetrating the logistics sector and building-out our suite of software solutions, in particular with artificial intelligence (AI) applications."

Board of Directors Update

Quarterhill announces that Vineet Khosla, Chief Technology Officer at the Washington Post, has joined the Board of Directors, effective immediately. Mr. Khosla has an extensive track record as an innovator and executive at some of the world's largest technology companies. A pioneering researcher and leading voice in AI, machine learning, and cloud computing, he has driven significant advancements in these fields.

Since joining the Washington Post in 2023, Mr. Khosla has led the engineering team, executing the next phase of the company's innovation strategy. Prior to the Post, Vineet served as Senior Engineering Manager at Uber, where he was responsible for the development of their map routing engine, which optimizes routes and timing. Before his tenure at Uber, he was the first engineering hire for Siri's natural language engine at Apple, where he spent over eight years in senior engineering roles, developing and managing Siri's AI engine. Mr. Khosla holds a Master's in AI from the University of Georgia, earned in 2005.

"We are very pleased to welcome Vineet to the Board," said Rusty Lewis, Chair of the Board at Quarterhill. "His deep expertise in AI and machine learning, combined with his experience at the intersection of transportation and technology, will play a key role in the development of our product roadmap and our push to expand the software side of our business."

Q2 2024 Financial Review

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

Financial statements for the three and six months ended June 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 six months ended June 30, 2024, were $41.5 million and $76.4 million, up 7.5% and 14%, respectively, compared to $38.6 million and $67.0 million in the three and six months ended June 30, 2023. The increase in revenues was due to increased activity and improved performance with North American project 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 six months ended June 30, 2024, was $8.5 million and $14.9 million, or 21% and 19%, as compared to $10.0 million and $13.8 million, or 26% and 21%, in the three and six months ended June 30, 2023. While gross profit margin percentage has increased on a sequential quarterly basis, the year-over-year decreases compared to the prior year periods were primarily due to one tolling project that is in the maintenance phase but experiencing a transitory period of lower-than-expected margin. The year-over-year decreases in gross profit margin were partially offset by continued strong performance in the Company's 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 six months ended June 30, 2024, were $10.8 million and $21.2 million compared to $10.6 million and $22.2 million in the three and six months ended June 30, 2023. The year-over-year changes were primarily due to lower R&D expenses and other charges offset by higher SG&A.

Adjusted EBITDA¹ for the three and six months ended June 30, 2024, was $1.7 million and $1.8 million compared to $2.9 million and ($0.9) million for the three and six months ended June 30, 2023. The decrease in Adjusted EBITDA for the three months ended June 30, 2024, compared to the prior year period, was due to lower gross profit as previously explained, and offset, in part, by increased revenue and lower operating expenses. This increase in Adjusted EBITDA for the six months ended June 30, 2024, compared to the prior year period, was due to higher revenue and lower operating expenses.

Net loss from continuing operations for the three and six months ended June 30, 2024, was ($3.0) million and ($7.2) million, or ($0.03) and ($0.06) per diluted share, compared to a net loss from continuing operations of ($10.2) million and ($19.3) million, or ($0.09) and ($0.17) per diluted share, for the three and six months ended June 30, 2023.

Cash generated (used) in continuing operations for the three and six months ended June 30, 2024, was $0.8 million and ($9.3) million compared to cash used in continuing operations of ($6.9) million and ($13.5) million for the three and six months ended June 30, 2023.

Cash and cash equivalents were $24.0 million at June 30, 2024, compared to $42.7 million at December 31, 2023. The uses of cash in the three months ended June 30, 2024, included a net amount of $4.9 million spent on the acquisition of Red Fox.

Adjusted Working Capital⁴ was $68.4 million at June 30, 2024, compared to $78.9 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.

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 Measures section for further information.

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

Conference Call and Webcast
Quarterhill will host a conference call to discuss its financial results on Friday, August 9, 2024, at 10:00 AM Eastern Time.

Webcast Information

• Live audio webcast will be available at: https://app.webinar.net/E0GnDAr2wRQ
• Webcast replay will be available at: https://app.webinar.net/E0GnDAr2wRQ

Traditional Dial-in Information

• To access the call from the U.S. and Canada, dial 1.800.836.8184 (Toll Free)
• To access the call from other locations, dial 1.289.819.1350 (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/4cZxWpC

Telephone Replay
Telephone replay will be available from August 9, 2024, until August 16, 2024, at: 1.888.660.6345 (Toll Free North America) or 1.289.819.1450.

Conference ID: 52352 and Replay Passcode: 52352#

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

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 Measures

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; 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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