Quarterhill Inc

TSX:QTRH

Earnings Call Transcript 2024-Q3

[Operator]

Good morning, and welcome to Quarterhill's Q3 2024 Financial Results Conference Call. On this morning's call, we have Chuck Myers, CEO; and Kyle Chriest, Chief Financial Officer. [Operator Instructions] Earlier this morning, Quarterhill issued a news release announcing its financial results for the 3 and 9 months ended September 30, 2024. This news release, along with the company's MD&A and financial statements are available on Quarterhill's website and on SEDAR+.

Certain matters discussed during today's conference call or answers that may be given to questions could constitute forward-looking statements. Actual results could differ materially from those anticipated. Risk factors that could affect results are detailed in the company's annual information form and other public filings that are available on SEDAR+. During this conference call, Quarterhill will refer to adjusted EBITDA. Adjusted EBITDA does not have any standardized meaning prescribed by IFRS. Please refer to the company's Q3 2024 MD&A for full cautionary notes regarding the use of forward-looking statements and non-IFRS measures. Finally, please note that all financial information provided is now in U.S. dollars unless otherwise specified.

I'll now turn the meeting over to Mr. Myers, please go ahead, sir.

[Charles Myers, executive]

Good morning, everyone, and thank you for joining us on today's call. In terms of today's agenda, I'll discuss results for the quarter, after which Kyle will take a look at key financial results. Following Kyle, we'll open it up for questions. In Q3, 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. We also added several key hires for enhancing our project bid and development teams. We received a dividend in the quarter from our ownership position in Wi-LAN. And then after quarter end, we entered into a share purchase agreement to sell our position in our Chinese joint venture. Combined, these 2 developments will generate approximately $8 million net cash strengthening our balance sheet.

In 2024, we have worked hard to turn around the company by integrating our ITS business, selling noncore assets, optimizing our cost base, adding new leadership and enhancing our technical capabilities. With the reserves we have taken for the quarter, we believe we are at the end of the process of working through our problem contracts, and we are well positioned to capitalize on the benefits from the changes we have made in 2024. Importantly, we have overhauled our bid process, so we don't expect to repeat in the future the situations we've encountered on certain of our legacy contracts. The 2 tolling contracts for which we took reserves in Q3 impacted revenue and margins by approximately $4 million. We believe these reserves will be sufficient for both projects to reach the acceptance milestones in the operations phase and to become steady and profitable long-term business. For the business as a whole, we expect to return to positive adjusted EBITDA in Q4 2024 and to grow our top line and margins into 2025.

At a glance, Q3 financial highlights consisted of revenue of $38 million, up 12% of $34.1 million last year and adjusted EBITDA of negative $2.8 million compared to a positive $1.4 million last year. Both revenue and adjusted EBITDA were impacted by the reserves taken in the quarter. Kyle will detail that impact in his section. We ended the quarter with substantial revenue backlog of $475 million. We have been more active on the bid side with our tolling units and expect the backlog to increase into the year-end based on positive indications from customers.

Our Q3 business unit review, looking more closely at our business units, our enforcement business continues to drive steady and reliable performance. We leveraged our global footprint to win new contracts in Thailand and South Korea and announced several new deals with state agencies in South Dakota, Minnesota and North Carolina. Our AI vehicle classification system used for traffic monitoring was again selected in the quarter this time in Minnesota.

This involves the use of AI, video automatic traffic recorder or ATRs that count and classify the vehicles, which is essential for highway planning, design, maintenance and management. For context, we have sold over 50 systems to multiple customers to date. As you know, AI and machine learning applications and IPS are an area of great interest for us and a core component of our technology road map. I mentioned that we had signed a share purchase agreement to divest of our ownership stake in the Chinese joint venture. In keeping with our strategy to focus resources on the most promising growth areas of the business, this was deemed a noncore holding for us. Our ability to monetize the asset will strengthen our balance sheet and enable us to invest in higher growth opportunities. On the tolling side, key highlights in the quarter involved advancing opportunities in our bid pipeline and expanding mandates with certain existing customers, including a $10 million expansion of our existing contract with CTRMA.

The strategy. For Quarterhill, 2025 is about leveraging our changes to take the technologies to the next level and drive growth by further aligning technical and operational services. This includes further development of our common core architecture as well as we deploy our next-generation systems to meet our customers' desires. Ultimately, this gives way to growth through product innovation, upgrades and expanded AI capabilities, delivering a more robust system for data mining analytics and entry into new markets such as tolling in Europe and logistics. The growth of our software architecture is a key factor underpinning this development, and I have spoken of this shift to a greater software focus in the past. To support the build-out of our advanced architecture, at quarter end, we announced the formation of a technical advisory committee.

Our first 2 members are world-class and highly respected technologists, Bobby Parikh and Vineet Khosla. I spoke about Vineet on our prior call and his significant contributions to transportation applications using AI, machine learning and cloud computing at Uber and Apple. Joining Vineet on the committee is Bobby. Bobby will also be a special adviser to the business working with me. Bobby is an engineering executive, product and business adviser with a long track record in technology and transportation. His experience includes senior roles at Uber where he overlapped with Vineet.

Bobby also spent time at Google and deCarta, where he developed some of the most popular and advanced mapping platforms and applications in use today. Bobby brings strength in execution, scalable product development and team management. His expertise in strategy and innovation will be invaluable as we build out our AI capabilities and new tolling and enforcement software system. To support our advisers, we have also added senior software technologist, Todd Venhaus, as our VP of Software, joining us from several years at Microsoft. Finally, our opportunities and logistics dovetail nicely with the previously mentioned 50 deployed AI systems.

Integration and rightsizing. Integration and rightsizing have been important themes in the past 12 months as we work to transition the business. Our integration work continues, especially on the technology side, as I just discussed, but we also continue to take steps to ensure our operations are optimized. Earlier in the year, we undertook a restructuring and after the end of Q3, we have again taken steps to rightsize both business units. While we have reduced head count in parts of the business where we believe growth will not be impacted, we also continue to add strategically to the team. As I mentioned earlier, we have expanded our project bid, technical and strategy teams and added other select senior resources to help drive the execution on our growth plans. However, we do anticipate strategically rightsizing the business in the fourth quarter to minimize our costs.

Looking forward, we believe the reserves we have taken in Q3 are enough to get us over the hump with the 2 projects, and we expect to return to positive adjusted EBITDA in Q4. Looking further to next year, our goal for 2025 is to generate revenue growth, expand adjusted EBITDA margin and drive positive cash flows. We look to achieve this by delivering on our large tolling projects, continuing to steadily grow from our enforcement business and expanding our technology software footprint and pursuing expansion in new markets and verticals.

Over time, we believe this will result in the company generating reliable cash and building a strong balance sheet capable of supporting both our organic and acquisitive growth opportunities. We have a great team at Quarterhill, excellent ITS assets, strong customer relationships and significant revenue backlog. We continue to believe we are very well set up to be a #1 or #2 player in the industry, as I previously said that is our goal.

With that, I'll turn it over to Kyle. Kyle?

[Kyle Chriest, executive]

Thank you, Chuck, and good morning, everyone. Before we get into the financials, please note that discussion pertaining to the 2023 financials reflect only the results of our ITS business. Wi-LAN's financial results for the 3 and 9 months ended September 30, 2023, are reflected in the discontinued operations line items on our P&L and cash flow statement as that business was sold in June 2023. With that, I'll take a look at revenue in the quarter.

Q3 revenue was $38 million, up 12% from Q3 of last year. Year-to-date revenue was $114.4 million, up 13%. The increase for the 2 periods was due to growth in both our enforcement and tolling business. As Chuck mentioned, in Q3, we took reserves totaling $4 million related to cost overruns on 2 tolling projects. Of the $4 million in reserves taken $1 million resulted in a cost of goods sold increase and the remaining $3 million resulted in reduced revenue in the third quarter. Excluding the reserve impact, revenue in Q3 would have been $41 million. As Chuck touched on in his section, at the end of the quarter, we had significant backlog of $475 million. This provides good visibility into revenue for the rest of 2024 and the next several years. Of note, a large portion of the backlog is higher margin contracted maintenance revenue versus implementation revenue, which we expect will drive better margins in 2025 and beyond.

Gross margin percentage in Q3 was 13% compared to 23% in Q3 last year and 17% year-to-date compared to 21% in the year-to-date comparative period. The year-over-year decreases are primarily due to the reserves taken for 2 tolling projects as discussed and are partially offset by the continued strong performance from our enforcement unit. The reserves taken in Q3 2024 resulted in a reduction to gross margin of $4 million. Excluding the reserves, gross profit in Q3 would have been approximately $9.1 million or a 24% gross margin.

Total operating expenses for Q3 2024 were $11.3 million compared to $9.9 million in Q3 2023. Year-to-date, OpEx was $32.5 million compared to $32.1 million in the same period last year. 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 our investments in leadership and resources for our project bid and development teams.

As I have said on prior calls, we continue to expect to hold SG&A cost increases for the year to under 10%. As Chuck mentioned earlier, we took steps to further optimize our workforce and reduce expenses subsequent to the end of Q3. Q3 adjusted EBITDA was negative $2.8 million and for the year-to-date period was negative $0.9 million. This compares to a positive $1.4 million and $0.5 million in the same period last year. Adjusted EBITDA for Q3 and the year-to-date period were impacted by the reserves taken in the quarter.

Excluding the $4 million impact of those reserves, adjusted EBITDA for the Q3 2024 and year-to-date periods would have been $1.2 million and $3.1 million, respectively. As Chuck mentioned, we expect adjusted EBITDA to rebound in Q4 and to be positive as driven by steady results from the enforcement unit and stronger revenue performance from the tolling unit. Looking ahead to 2025, we expect adjusted EBITDA to be positive and for margins to improve as we move throughout the year.

Turning now to the balance sheet. At quarter end, we had adjusted working capital of $64.9 million compared to $78.9 million at the end of 2023. As we spoke about on our last call, following the IFRS amendment to IAS 1, we are now using adjusted working capital, a non-IFRS measure to highlight the strong working capital position that we have. Adjusted working capital is defined as working capital adjusted for convertible debentures and the derivative liabilities. As a reminder, our convertible debentures don't mature until October 30, 2026.

We ended the quarter with cash and cash equivalents of $23.1 million compared to $42.7 million at the end of 2023. As Chuck mentioned, we received a $3.8 million dividend in Q3 from our ownership position in Wi-LAN and subsequent to quarter end, we signed a share purchase agreement to sell our share of our Chinese joint venture. The sale of that noncore asset will generate gross proceeds of approximately $4.9 million that we expect to be reflected on the balance sheet in Q4. Improving our cash position is a top priority and key to our strategy.

One of our main focuses has been the progress billing and collecting on some of our longer-standing unbilled revenue balances with work still to be done on this front that should help with our cash balances in future periods. Our outlook for cash in Q4 2024 is that we expect to generate positive cash from operations and for cash on the balance sheet to grow at year-end from Q3 levels. Due to the nature of our business, operating cash flows may vary significantly between periods due to changes in timing and working capital balances, namely with collections and payments.

This concludes my review of the financial results, and I'll now turn the call over to the operator for Q&A.

[Operator]

[Operator Instructions] First question comes from Gavin Fairweather with Cormark.

[Gavin Fairweather, analyst]

Wanted to start out on a couple of your tolling implementations, which have caused some further challenges. I guess I'm curious for a bit more detail in terms of what in particular is kind of off track on those implementations, where those projects are differing from your expectations? And what motion do you have in flight to fix that?

[Charles Myers, executive]

Okay. Gavin, thanks for the question and very reasonable question. So we have 2 contracts there that have been in place long before I arrived, so I get to blame them on the last guy, I guess. But the reality is those contracts are -- we've gotten them both into implementation. They're both in revenue collecting mode. So they're successful from that standpoint. There's still KPIs and some next phases of project development needs to be done for integration to other systems for the agencies and things like that. They are going on track. One of them, and we're in the middle of renegotiation on right now to actually get pretty significant operating increase. So that's -- those are all positive. The reality is it was -- these are government agencies, and they take a long time to move. So out of prudence, I mean, the projects are going much better than they were for sure. We're not worried about the implementation at this point, which has been positive. But the renegotiation is just taking a while.

And so we thought it's just prudent. We want to go into the new year without you guys asking the same questions every year. So we felt it was prudent and from an accounting perspective was the correct thing to do to just take the reserves this quarter, so you don't have to ask me those questions anymore. We're actually bullish on the contracts, but the reality is there's a couple of million dollars there that we worried we're going to take for implementation if we didn't get the contract renegotiated. So there may be ability for recovery, but we said, look, let's get the worst-case scenario on the table here, be done with it and move on. So we're working on the core business.

[Gavin Fairweather, analyst]

Okay. That's helpful color. I appreciate that. And just in terms of getting the margins on those projects back towards where you're targeting is -- is a lot of that tied to moving them into the acceptance process versus implementation? Or is it mostly tied to the contract renegotiation?

[Charles Myers, executive]

No, I think it's both. One is there were -- there's been -- since these contracts were signed, obviously, we had this little thing called inflation that dramatically affected the cost of implementing them. So those are in the process of -- at least one of them is in process of being renegotiated, as part of the contract mind you, we have the ability to do that. And we expect to have that done by the end of the year. Both of these are already in implementation. Consultants get heavily involved in these projects and they always see a lot of nits and nats and make things pretty difficult as we go through KPIs. So it's really negotiating KPIs, making sure the systems -- is it 99.96 or is it 99.98. And those are the kind of things you go through after implementation. And these things, they get to be a little bit iterative. I mean I've been doing this part of it a long time. They all tend to have this just before acceptance but they're all in operational and beneficial use for the customer at this time.

[Gavin Fairweather, analyst]

Okay. That's helpful color. And just maybe on margins. I mean it sounds like you've taken a lot of the lumps upfront here in the Q3 and the contract negotiations likely coming through in Q4 and we're kind of pretty close to getting to acceptance. So I guess I'm trying to think about the margins for Q4, but more importantly '25. And to what extent we can expect margins to kind of bounce back as you kind of move forward and have kind of taken the lumps here upfront?

[Charles Myers, executive]

Yes. Well, that's why we took it now. I didn't really want to -- I wanted to go in the new year. I mean we -- maybe we could have pushed this to the fourth quarter, but I think there's accounting rules and other things that we want to just get this out of the way. So we don't -- none of us have to look at this again. Kyle, do you want to talk about margins a little bit for Q4 and beyond?

[Kyle Chriest, executive]

Great. Thanks, Gavin. I would say gross margin should increase as the implementations transfer and transition into maintenance. On the 2 contracts we're discussing right now, there is the hybrid phase of where we are working to finish the implementation off while there is beneficial use of those systems. And those systems are in operations and maintenance at the same time, but not running at optimal margins, while there's still development issues and implementation items to complete. So transitioning in from implementation to acceptance and then operating at a greater clip and getting to kind of a normal run rate on maintenance would improve margins as well as the contract negotiations we're speaking of and of course, taking the $4 million hit in the quarter is a drain margins in Q3. Looking...

[Charles Myers, executive]

Kyle I think -- Gavin, were you asking a different question, not on those particular projects, but as on EBITDA margin?

[Gavin Fairweather, analyst]

Yes, just fourth quarter and...

[Charles Myers, executive]

Yes. On EBITDA, Kyle, going forward in the fourth quarter margin and EBITDA margins going forward? I think this was the question.

[Kyle Chriest, executive]

Right. So normalizing for those, the EBITDA in the fourth quarter and margins moving forward, we would expect to increase and see an improvement in gross margin percentage in Q4 and in 2025, especially from Q3 with the reserves here.

[Charles Myers, executive]

Did that answer your question, Gavin?

[Gavin Fairweather, analyst]

I mean I was referring more to EBITDA margins, but...

[Charles Myers, executive]

Okay, so EBITDA margins. Yes, let's -- okay you want to answer that, go for it, Kyle.

[Kyle Chriest, executive]

Yes. So we do expect to improve EBITDA margins in the fourth quarter and come in with positive margins. We're hoping to come in somewhere in the mid- to high single digits. And next year, our goal for EBITDA margin would be getting to the 10% or above.

[Charles Myers, executive]

We don't see this, Gavin. We don't see this as a -- we see this as a 1 quarter setback from the plan that we've discussed. We don't see it as a significant shift from our -- from the plan that we've talked about for 3 years going forward.

[Gavin Fairweather, analyst]

Let's talk about growth a little bit. Can we discuss the tolling bid book for North America? My sense is that it's been getting increasingly active this year. Can you just help us understand like how many RFPs you're waiting to hear back from? And then any update on your efforts to expand into Europe with the tolling business?

[Charles Myers, executive]

Yes, absolutely. So we are actively looking and following and kind of participating in the buildup process for some opportunities in Europe right now where we hope to announce a partnership also for a project in the Middle East. That's an active project that's going on. So we'll be talking about some of those things, hopefully in the future. We are waiting. I think we talked about this. We're waiting for what we anticipate to be a pretty sizable award. Hopefully, before the end of the year, we kind of expected it now, but we feel very -- we've had very positive indications from the customer.

And then we've already put 2 bids in this year, and we have another sizable one that is being -- will be submitted actually before the end of the year. And then I suspect that we'll probably -- in the sizable, there'll be probably a lot of small jobs. But on the sizable tolling jobs, I would expect that we'll have opportunities for 7 next year. And hopefully, we can get a pretty good win rate out of those. So I would not expect we'd win 7, but if we could get kind of the 25% of those or 30%, I would start to feel pretty good about ourselves.

[Gavin Fairweather, analyst]

Okay. So bidding activity seems like the volume of RFPs in the market seems to be ramping up? Or is that more of a function of you just getting more active on bidding?

[Charles Myers, executive]

I would -- for some reason, towards the end of this year, it has -- it did seem to be slow. I've only been here 12 months. It did seem to be -- even though we weren't bidding where we were getting our house in order, I would say it was slower. And I would say it's ramping up, maybe not significantly. But I think it's -- people are -- it's just cycle time. A lot of these projects have been out there 10, 12 years. Some of its cycle, some of it's changed over. And -- so maybe a little more active next year. I think there's been some uncertainty in the market, obviously coming out of COVID. I think that now that there's going to be kind of a little more certainty in the market, I think it will be a positive thing for these projects.

[Gavin Fairweather, analyst]

Got it. And then it sounds like you took a few cost actions in, I guess, subsequent to the quarter. Was that kind of context around that? Was that really major? Or was it more kind of tactical smaller pieces? Any color on that one?

[Charles Myers, executive]

No. I mean I'll share some numbers. We have a pretty high number of FTEs and a lot of these -- a number of them are employees, but a lot of them are offshore contractors. And what I noticed in the company is a lot of it kind of grew by nature. I think people tend to bring things in and then maybe not clean the closet so much. So I think there -- if we kind of really strive to focus ourselves as being a software company and a little bit less of an implementation side of it. We do have a lot of contractors. And we've also kind of reorganized the company. We took -- I know you don't really see it in these numbers, but we've made dramatic changes in the company this year.

It's been a very infrastructure based where the projects would buy their services from the infrastructure, we got rid of that. We broke that up and we put all of the development people for the most part other than the R&D folks directly attributable to the program. So we've seen uptick in the performance and delivery of the programs. And with that, we've been able to identify a lot of kind of, let's call them, underutilized assets that will either redeploy or make some changes on. And then we anticipate that -- some of that in the fourth quarter as well.

[Gavin Fairweather, analyst]

Okay. And then I mean, you referenced shifting some of the work more towards software and logistics. And in the past you've talked about some pilots around logistics, also with these AI system, there's some additional work that you can do. So maybe you can provide a bit more detail on kind of where you're at and starting to commercialize that. Are you building up have new sales team? Are you starting to have more and more discussions with customers? Maybe a bit more color on where exactly we're at on that would be helpful.

[Charles Myers, executive]

Yes, absolutely. So we brought in new human resources that are kind of with more of an AI and logistics spend. Our team up in Saskatoon, that's been kind of really taking the lead on what we're doing when I described the traffic counting systems and what we're using the AI there as well as our tire anomaly detection systems that we're doing with some of the other logistics companies as we move into that market. So we're -- those will be the early phases and the early kernels of the product as we develop it. And part of what we're doing in our development as we go forward, is we have -- our software today is -- it's been -- the architecture has been in existence, I think, since 2013, and then there's really been 3 iterations of that.

And as we move forward in kind of a micro services based concept where everything is much more modular. So whatever is in a lane for a logistics system is the same that may be in the cloud for a back-office system. So that's part of the whole rearchitecture we're talking about with our technical -- with our new technical advisory team. And we're working with our customers. So the idea is as we build out this new architecture, and there's really been no new architecture in this industry for a long time. We worked through this with our customers as part of that process. So we're not building something that we don't know the market is there. But it will be fundamental shift to how our customers are able to use the system. It truly will be a next-generation system for them.

[Operator]

Next question comes from Andy Nguyen with Raymond James.

[Andy Nguyen, analyst]

My first question about the revenue backlog, I mean, could you guys give me more somewhat color on the road map to when these revenues to be collected on an annual basis?

[Charles Myers, executive]

Sure. Kyle, do you want to take that and kind of talk about what we're doing to burn down on unbilled and billed and things like that.

[Kyle Chriest, executive]

Absolutely. Thanks for the question. Cash flow is, of course, a major item that we're watching, and we had hoped to collect on a couple unbilled that have pushed out a bit with some of the delays we mentioned today. And the nature of the projects we've been discussing is that a lot of the milestones are back-end weighted. We do expect to improve cash and to be generating positive cash flow from operations in the fourth quarter. And a part of that, of course, comes from working down our accounts receivable and unbilled revenue, which we've seen some progress on subsequent to Q3 and going into the next year, certainly in Q1 as well.

[Andy Nguyen, analyst]

Yes. So for the $475 million, how much of that to be realized next year fiscal year, Kyle?

[Kyle Chriest, executive]

On the backlog?

[Andy Nguyen, analyst]

Yes, on the backlog.

[Kyle Chriest, executive]

Of the unbilled, a significant portion of that does come through next year. We feel good we have a good line of sight on revenue to come that allows us to say that we would expect revenue to grow and I would say high single digits, low double digits with a good portion of backlog coming through next year and already being signed up. And the backlog though does -- I'd say the average life cycle of the projects within there is 7 years.

[Andy Nguyen, analyst]

Got you. Okay. And my last question would be about when would you guys expect to receive the money from the asset sale, $4.9 million?

[Kyle Chriest, executive]

We're expecting that to come through in the fourth quarter.

[Charles Myers, executive]

It's just part of that is dealing with the -- our partner over there is actually owned by the Chinese government. And so there's a big process to get cash out of the government over there. And that's the process in taxes and things to do with treaties. And so that's what we're waiting on right now just for clarity.

[Operator]

Next question comes from Todd Coupland with CIBC Capital Markets.

[Thomas Ingham, analyst]

I wanted to talk about the Wi-LAN dividend of $3.8 million. You talked about that being diversed. How should we think about the rhythm of that as we look forward, like -- is that a quarterly occurrence, annual occurrence, what's the potential in '25, for example? I'll start there.

[Charles Myers, executive]

I'll take a crack at that one. Well, it's the same reason that Wi-LAN kind of got out of the business of being a public company. It's very lumpy, and we have no control over that, and we have very little visibility into it Todd. I think they continue to perform well from what knowledge we have. And so we expect to see some continued things probably in that size, but we really have no control as to even when they release the dividend.

[Kyle Chriest, executive]

I would say, Todd, it is ad hoc. It is not certainly anything we would count on or have visibility to say would be regular.

[Thomas Ingham, analyst]

I see. Okay. And is it -- have you done any assessment on like what that, I guess, royalty TAM could be over a few years with the patent life, et cetera. Do you have any -- do you have any ranges on that?

[Charles Myers, executive]

I think that the only thing I could harken back to and without my involvement there was the value that they sold the company for. So there is some upside. We still -- we still own 10% of the company. So we continue to get -- expect pro rata shares. A lot of it just got to do with what the private equity owner of it does. It would be a tough question for us to assess. I mean, clearly, the company a year ago made the determination that they sold it for a fair value.

[Thomas Ingham, analyst]

I mean that's a nice onetime payment. Is that like one big licensing deal, so you're getting your share of that? Or is it just that the program is up and running now, and they're starting to harvest it?

[Charles Myers, executive]

I would say that the program has always been in existence, I think they really just took -- the private equity owner took the company kind of as is, and they just continue to do their harvesting. And I think that was actually 2 different dividends wasn't it Kyle? Or was it one big one, I can't remember.

[Kyle Chriest, executive]

It was 2. Yes. We're not really able to comment, Todd, on the kind of cumulative total and number of items, Wi-LAN has one. I would say for those who follow Wi-LAN, you've seen some public comments the business is doing well. And as a result of that, when they do issue a dividend out, we do receive our 10%.

[Thomas Ingham, analyst]

Okay. Second question for me is you talked about the bid activity. The backlog slipped quarter-on-quarter $25 million to $475 million. It sounds like you're expecting that to move back up. What's a good annual, I guess, addition pace to the backlog? Should that actually be growing from the roughly $500 million mark with all this activity as you get into 2025. Just talk a little bit about the potential in the pipeline? I know you talked about a number, just a number of deals, but maybe characterize that, yes.

[Charles Myers, executive]

I mean, if what we expect to happen, we actually expect by the end of the year, that number will grow back over where it was, but it's a pretty high number. I mean it's more than 2x our annual revenue, right? So but we continue -- we would expect it to continue to grow. I mean it's still a very large number. I mean, $25 million of that is a pretty trivial shift. But yes, we would continue to expect to see that grow. It can get a little lumpy between bids, but not substantially. So we actually expect that number to grow even before the end of the year, provided the expectation that we have in the fourth quarter occurs. Kyle, do you have a comment on that?

[Kyle Chriest, executive]

No, I think that is all very well said. I guess in the businesses on the Safety and Enforcement side, it's a faster sign and burn, and we've been refilling that bucket and feel good about the targets next year. On the tooling side, there's larger programs that are won, as you know, Todd, and the backlog on those goes out to a number of years. So you will see the ebbs and flows between the signing of large contracts. And then as the large contracts signed, the work bringing down the backlog as we're executing on those contracts.

[Thomas Ingham, analyst]

Yes. Okay. And then on the tolling side, that's where the larger deals are. Chuck, you talked about #1 or #2 in the market, got a lot of deals that you're hoping to close. What is the strongest differentiator of the sort of revitalized Quarterhill now? Maybe call some of those out?

[Charles Myers, executive]

Yes. I think the -- it's the choppiness in the market of our competition. When even before about the time we started Transcore, we saw this phenomenon exist in this industry. It's actually one of the reasons I came back to the industry where there was a good opportunity for consolidation and there were a lot of vendors. And there's a lot of non-U.S. vendors playing in the U.S. market that struggle with some of their deliveries. And so we think that if we can get -- as we move forward and we're making the progress we're making on improving our reputation and building our market, we think there's definitely the opportunity to knock off some of the little guys and start to play with the big boys in this market.

It's a fairly fragmented group of teams and we just think of the quality. If we can offer the right quality of service, the right software package, we can integrate the proper vision algorithms into our system to remove some of the hardware dynamics. We just think that in the next couple of years, we just think we can move up to be up at the top of our market, for sure, in the U.S. And on the commercial enforcement side, I would say, we're probably already in the top 3 or 4 worldwide.

[Thomas Ingham, analyst]

Okay. And is -- I mean we know Buy American has been a much bigger factor the last several years. Is that a big point in your favor?

[Charles Myers, executive]

I think so, yes. And I suspect with the -- with some administration change that might become a bigger point.

[Thomas Ingham, analyst]

Yes. Yes. Do you anticipate any of the competitors -- we've heard this on the trade side that international companies are looking now with the presidential election decided direct investment in the U.S. Do you expect any of those foreign players to do that? Could it lead to M&A in the sector or setting up operations there?

[Charles Myers, executive]

I think it could definitely lead to M&A in the sector. I expect to see M&A in the sector for sure. But definitely, there's going to be some consolidation. Now foreign investment you have to remember, there's -- like there's a couple of big Spanish players in particular that they actually invest in building roads and do provide some of the systems on their own and the systems technically, I guess, would be competitors to us. But these are folks that are investing billions of dollars. They're actually building the roads themselves. And sometimes, they provide their own back end and sometimes they don't.

[Thomas Ingham, analyst]

Okay. And then same type of questioning in Europe, you're teasing out sort of a couple, I guess, one-offs at this point. Is that the way to think about Europe in the next year, like you'll get a little bit of experience with the dealer to and see how it goes and then make adjustments.

[Charles Myers, executive]

100%. We are actually evaluating some partnerships. I think I mentioned we're evaluating a partnership right now in the Middle East with a current operator that we have some real-world experience with and have a good -- some past -- good past personal relationships that we're trying to harvest because there is a lot of activity in the Middle East as well right now.

[Thomas Ingham, analyst]

Yes, okay. And sort of last question on this cost overrun. So like you've talked about inflation a few times since you've come on board at Quarterhill as CEO. Do you feel now that the backlog contracts have been fully cleansed of this inflation problem? Maybe just maybe tie that up.

[Charles Myers, executive]

I would say -- have they been fully cleansed yet, I would say we've identified the cleansing that needs to be done. And as I reiterated before, one of them that's more -- the most problematic one going forward, we're actually in the cost of living increase negotiation on the maintenance of that contract today. So we expect that to be cleansed, yes.

[Thomas Ingham, analyst]

And when you get into those renegotiations, do they open that up to other competitors to like potentially keep you honest in pricing? Or is it simply just dealing with inflation?

[Charles Myers, executive]

Not really because the risk of these contracts is, believe it or not, I mean we're in a really interesting business because our customers -- it's not like -- if I had to compare it, for instance, to a transit system and if I'm talking too much, you can tell me to stop. But say I was selling equipment to manage buses or things like that. Those programs tend to be revenue losers and they're fundamentally funded by general funds, whereas toll roads generate a lot of cash. And so when you look at the scheme of things, say, you have a road that generates $300 million a year in revenue. Their ongoing maintenance may only be $15 million or $20 million a year.

To move that number up to $22 million or $23 million a year on $300 million when there's very little other costs associated with it, you would never want to -- you would never replace the system because replacing the system is a 3-year process. They would rather see the improvements. And most customers don't want you to change. They just want you to meet their needs. And that's what we've been doing since I came on board is building those relationships to make sure we can get that. And I would say that 75% of what we've accomplished so far has been actually a very positive experience.

[Operator]

There are no further questions. Please continue, Mr. Myers.

[Charles Myers, executive]

Okay. Just like to thank everybody, our analysts, our investors who we love and appreciate you listening to what we're doing here and I can't thank my employees enough. They've been doing great. The Board, everybody has been supportive. As you know, it's a slog. But I think so far, we stayed on target where we were, a little hiccup here, but we want to make sure that we're going into the new year looking things with bright and shiny. So I appreciate everybody taking the time. Greatly appreciated it to have you on board with us.

[Operator]

This concludes today's conference call. Thank you for your participation. You may now disconnect.