Quarterhill Inc

TSX:QTRH

Earnings Call Transcript 2022-Q4

[Operator]

Good morning, and welcome to Quarterhill's Q4 and Fiscal 2022 Financial Results Conference Call. On this morning’s call, we have John Gillberry, Interim CEO; and John Karnes, Chief Financial Officer. At this time, all participants are in a listen-only mode.

Following management's presentation, we will conduct a question-and-answer session during which analysts and are invited to ask questions. [Operator Instructions] Earlier this morning, Quarterhill issued a news release announcing its financial results for the 3 and 12-month period ended December 31, 2022. This news release along with the company’s MD&A and financial statements will be available on Quarterhill's website and will be filed 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 the company’s Q4 and yearend 2022 management's discussion and analysis for full cautionary notes regarding use the forward-looking statements on non-IFRS measures. Finally, please note that all financial information provided is in Canadian Dollars unless other specified.

I'll now turn the meeting over to Mr. Gillberry. Please go ahead sir.

[John Gillberry, Interim CEO & Chair of the Board]

Thank you. Good morning, everyone, and thank you for joining us on today's call. My name is John Gillberry, I am the Chair of Quarterhill and the Interim CEO. As we announced on Monday, I have assumed the role of Interim CEO until such time as a full time CEO is named. The board has formed a CEO Search Committee to conduct a search and will be engaging an executive recruiting firm to assist with this process. I think it is also very important to note that all senior management who have run the various business units under the Quarterhill and are responsible for the P&Ls of those business units remain in place and committed to the success of the business.

Before getting into the discussion on 2022 and the outlook for 2023, I want to acknowledge that Brett's departure will seem like a sudden change with him having been in the CEO seat for only about 15 months. I want to start by confirming our commitment to the ITS business. We continue to believe that the ITS industry has excellent growth prospects. There are multiple tailwinds that are creating new opportunities to capitalize on the integration of technology and infrastructure, and we believe that these trends will continue as much of this investment is long overdue. The industry also has an underlying stability and predictability with recession resistant nature to it that had great appeal to us as we were looking for a counterbalance to the variability in our licensing business.

Notwithstanding industry growth within our peer group, our ITS business results and particularly the results of ETC were disappointing, and changes needed to be made in order to deliver better results for shareholders in 2023 and the years beyond. Quarterhill has one of the largest ITS footprints in North America, and we have a substantial market opportunity in front of us, both domestically and internationally, ETC and IRD are both leaders in their field, IRD in enforcement and ETC in tolling, and both are well positioned to grow both organically and potentially through acquisition. In the past year and a half, we have made progress on winning new business, which position us well for the future. But we haven't moved fast enough on integrating our ITS businesses, which frankly has contributed to the financial performance far below our expectations and below those of the investment community. As a result, the Board came to a conclusion that the time to act was now. Hence the changes we have announced. The board has begun to take steps to find a new CEO. And foremost, we will be looking for candidates that have the type of operational expertise required to take our ITS operations to the next level in terms of bringing the businesses closer together, capitalizing on the growth in the industry and doing so while generating healthy margins, positive cash flows and positive earnings. Certainly ITS experience would be a prime asset to have as well.

Let's move now to the primary business at hand, which is reviewing our 2022 performance and discussing our outlook for 2023. In terms of the agenda for today's call, I'll start with a look at 2022 consolidated segmented highlights, after which John Karnes will take a look at the key financial results and then we will open it up for questions.

Quarterhill’s consolidated revenue for 2022 was $305.7 million, consolidated adjusted EBITDA was $64.6 million and cash from operations was $39.6 million. These results reflect revenue growth from both the ITS and licensing segments. However, the adjusted EBITDA was driven once again by WiLAN, our licensing business. 2022 was a mixed year for the ITS segment, which saw us achieve some important operational highlights, but at the same time, some of the challenges that we faced and have discussed on prior calls persisted throughout the year, impacting financial results. Nevertheless, we do believe that the worst of these issues are behind us, that we are set up for a much better 2023. IRD had a strong year in 2022 with new contracts in New York State, Indiana, Idaho, along with expansion contracts in South Dakota and Nebraska. On the international front, IRD continues to leverage its global footprint to win new mandates and is currently active in deployments in South Korea, Poland, Thailand and Tanzania, among others.

ETC also won new business in 2022 that included contracts with Alameda County for new tolling lanes, a back office contract in Orange County as part of a WSP consortium, and a contract with E-ZPass, where we are building an Interoperability Hub for 40 tolling agencies spanning 18 US States. In 2022, ETC had seven projects in the implementation phase, and we expect a number of these implementations to transition to the operational phase in 2023 and the rest in 2024. This should have a favorable impact on the ITS margins, as John will describe in his section. As you know, 2022 posed some challenges for the ITS business in terms of supply chain disruptions, wage and material inflation, and operational overruns which affected performance. As our tolling projects move into the operational phase, we also expect to see more change order activity, which can favorably impact revenue and margin.

In 2023, we will continue to bid on new projects. 2022 saw delays in new projects coming to market, but we think these delays are beginning to lift and activity will increase this year. ETC continues to have a strong pipeline of new opportunities. One of our top priorities in 2022 was to integrate the ITS businesses. We looked to reduce expenses without impacting our ability to sell and deliver, and we also sought to better assimilate the teams in order to generate more cross-selling opportunities, align the tech roadmap, and enhance the process for developing new products and services. It's clear we didn't achieve the level of integration progress that we intended to, but in Q4 at the initiative of the Board, we did undertake a workforce reduction, a consolidation of certain facilities, and the elimination of some duplicate and/ or non-core services. We are accelerating our initiative of shared services models across the ITS businesses, and this will be a major area of focus in 2023.

Related to the integration, we recorded a $4 million restructuring charge in Q4, and we believe that the some of these actions will result in annual savings to Quarterhill of at least $4 million when fully implemented.

Regarding our outlook for this year, we see a better picture emerging with the ITS business, business is expected to deliver revenue growth and positive adjusted EBITDA, including the absorption of all corporate segment costs. To put that in perspective for you, in 2022, the ITS segment, including all corporate overhead costs at Quarterhill would have generated an EBITDA loss of approximately $11.5 million. So this is a significant improvement that we're calling for in 2023.

Now, looking at our licensing business, WiLAN generated significant revenues in 2022 and drove the positive adjusted EBITDA for Quarterhill. Licensing agreements with Apple, Micron and Kyocera among others, will enable WiLAN to build on its long track record for generating cash flows on an annual basis. I want to thank and commend the team at WiLAN for their strong performance and their perseverance in 2022 as they delivered solid results while undergoing an emotional leadership transition resulting from the sudden passing of their CEO, Michael Vladescu in May of last year. Regarding the Strategic Review for WiLAN, I acknowledge the process has taken much longer than investors would like, but the process remains ongoing, and we continue to entertain and explore options for the business. In the meantime, it's business as usual for the team as they seek to build their pipeline and execute on their various licensing programs. We will continue to keep shareholders abreast of any material developments with the business and with the strategic review.

In closing, shareholders can expect a better year for ITS business in 2023. To get there, we will focus on winning new business, executing on existing project, reducing costs and driving operational efficiency. As I said at the outset, we are big believers in ITS, and I see a significant opportunity ahead of us with multiple growth tailwinds at our back. As mentioned in our press release on Monday, I do not plan to stand for reelection at our upcoming annual general meeting, but I will remain Interim CEO until a replacement is named.

With that, at this point, I will hand it over to John Karnes for the financial review. John?

[John Karnes, Chief Financial Officer]

Thank you, John. Good morning, everyone. I'll start with revenue and take a look at key consolidated numbers as well as select numbers from our ITS and licensing segments. As John already mentioned, consolidated revenue for the year was up significantly from 2021, driven by both licensing and ITS. Q4 revenue was essentially flat year-over-year, with licensing, of course, seeing its big boost in Q1 and being more in line year-over-year in Q4. ITS on the other hand in Q4 generated $40.1 million after giving effect to the cumulative negative impact of approximately $4.8 million of non-cash project forecasting items, including a $3.6 million negative out of period adjustment to true up percentage of completion revenue taken in Q2 resulting from forecasting of the project we discussed earlier last year. This adjustment was offset with corresponding cost of sales, so it had no impact to Q4 margin, but it was necessary to true up revenue for the project and for the year. We also recorded an incremental $1.2 million non-cash impact to revenue from our yearend percentage of completion forecasting of the estimated work to complete one additional project.

John mentioned an expectation for growth in 2023, and supporting that outlook is a solid backlog of contracted revenue, a significant pipeline for new logo opportunities, and the potential for change order and follow on orders from our existing customers. As we've discussed in the past, the profitability of this new revenue is largely dependent on the phase of the project and the nature of the service we're bidding on. We generally think of implementations like the numerous projects we currently have underway as generating relatively low margin in the early phase, since the industry typically bids aggressively upfront to win deals initially. Over time, however, 18 to 24 months, the implementation phase wraps up and the maintenance term begins, which can easily extend for 10 years or more and which customarily allows a higher margin than the implementation phase and going on in the background throughout, there are usually opportunities for change orders, up sells and cross-sells that offer the prospect for even higher margins yet, making it essential to look at these projects as long term investments at a blended contract value and gross margin. Looking ahead for the ITS segment for 2023, 2023 will be the second year of a 24-month implementation effort for the projects we currently have an implementation. These projects are progressing toward go live, and are scheduled to move into their operating terms later this year or early in 2024. With this transition to operations over the next few quarters, we look to see a shift in our revenue composition, bringing with it an attendant gross margin enhancement opportunity, since we will normally expect to begin seeing opportunities for change orders and enhancement projects during this period.

Consolidated gross margin for 2022 was 38% compared to 30% in 2021. Gross margin for 2022 was higher than 2021 due primarily to the strong Q1 this year in the licensing business as we've discussed, gross margin in Q4, 2022 was 21%, compared to 24% in Q4 last year. As mentioned, we look for a gradual margin improvement beginning later this year and into ‘24 as our implementations go live and we move into operations. Consolidated operating expense for Q4 and for the full year were up in dollar terms, primarily due to the full year costs of the three ITS businesses we acquired in 2021, including ETC, as well as materials and wage inflation experienced throughout most of 2022. As John mentioned, Q4 also included a $4 million restructuring charge related to integration activities in the quarter.

Overall, the actions we took in the quarter. And the year to integrate our ITS businesses and streamline our corporate costs is expected to save us around $4 million annually. The increase in consolidated EBITDA for fiscal 2022 was primarily driven by significant licensing in Q1. Q4 adjusted EBITDA for the ITS segment was around a $1 million positive, which included the negative impact of the $1.2 million of project overruns I mentioned earlier in addressing revenue. Looking forward, John mentioned achieving positive adjusted EBITDA in 2023, including absorption of all corporate segment overhead costs, improving from a loss of around $11.5 million in 2022. We think this is a reasonable baseline assumption for the year when you consider that 2022 results included $10.5 million of unanticipated implementation costs, which would have offset the loss largely, and also taking into account the $4 million of the cost structure we took out under the Q4 reorganization. So apples-to-apples with 2022, this should leave us well positioned to deliver positive EBITDA in 2023 all things being equal.

Quarterhill generated cash from operations of $39.6 million in 2022, while cash used in operations was around $1.7 million in Q4. Cash, cash equivalents and short-term investments were $67.9 million at December 31, 2022, compared to $72.6 million at year end 2021. In addition, we also had $6.5 million of unrestricted short term investments at the year end of 2022. Notable cash outlays for 2022 included $36.1 million of debt repayments, a $14.6 million payment to settle litigation with the former owners of VIZIYA and $5.7 million in dividends paid to shareholders. With those debt repayments, our long-term debt stood at $26.2 million at year end, down from $62.1 million at the end of 2021. At year end, the company was offside on its ratio covenants under its credit facility. We amended our covenants subsequent to year end to address the issue with our banks, but the $26.2 million outstanding under our credit facility will nevertheless be reflected as current at year end under IFRS.

Regarding return to capital to shareholders, the board has declared the next eligible dividend of $0.0125 per share payable on April 11, 2023 to shareholders of record on March 31, 2023.

In closing, 2022 had some challenges, but looking ahead, we've built the foundation for improving 2023 and beyond, especially when factoring in our mature project portfolio, more efficient cost structure, substantial sales pipeline, and industry leading technology.

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

[Operator]

[Operator Instructions]

Your first question comes from Gavin Fairweather of Cormark Securities.

[Gavin Fairweather, Cormark]

Oh, hey, good morning. Thanks for taking my questions. Just on the, just to start on ETC. You talked about the seven projects which are at various places in their implementation journeys. Maybe you can just help us understand what's the cadence of those moving into operation throughout the year or end ‘24.

[John Gillberry, Interim CEO & Chair of the Board]

Yes, I'm going to let John Karnes weigh in a little bit on this just because he's just got way more history on it. I can tell you that we did do a project review just earlier this week and they're all at sort of different levels, but maybe John has a little bit better feel for the timing.

[John Karnes, Chief Financial Officer]

Yes, we've got projects that will be going live as early as early summer, and then we have projects more in the fall and the remainder of the fall by mid-year of next year everything that we have in our portfolio today that's implementing should be live and should be moved over into operations.

[Gavin Fairweather, Cormark]

Okay, that's helpful. And then obviously you've had some cost overruns, which you discussed in the prepared remarks. What's your level of confidence that you've now provisioned appropriately and we shouldn't see any more kind of cost overruns hitting the P&L in 2023?

[John Karnes, Chief Financial Officer]

Well, every quarter we'll go back and we will reforecast the projects. These are complex industrial operations. Having said that, typically when you see overruns in these projects, you see them in the early phases of the projects. As I mentioned, these are 18 to 24 month implementations. We're halfway through. Things are on progress now, and we'd like to think that any surprises have shaken out at this point. So as we mentioned earlier, we look for improved results in 2023. We're not looking for anything like what we had the $10.5 million of implementation losses in 2022.

[John Gillberry, Interim CEO & Chair of the Board]

Gavin, I'll just add to this a little bit in saying that we've literally just started a much more rigorous process in terms of project review, with a much broader audience overseeing some of the project timetables cost in implementation phases. And to the extent that there is going to be future cost overruns, I think we're going to be able to recognize them much sooner, which gives us the ability to kind of deal with them and sort of mitigate it much quicker than happened in 2022.

[Gavin Fairweather, Cormark]

That's helpful. So when you think about, I guess, positive adjusted EBITDA for ITS net of corporate, would it be fair to say that that's back end weighted as some of those projects come in and then therefore, you're hopefully entering ‘24 with a higher run rate than that?

[John Gillberry, Interim CEO & Chair of the Board]

That would be a fair assessment. Correct.

[Gavin Fairweather, Cormark]

Okay, just on IRD, can you just discuss the performance there? I mean it sounds like you were pretty pleased with how the year played out and has that business, the run rate of that business changed materially versus call it 12-ish line of EBITDA that it was doing in 2020 and 2021.

[John Gillberry, Interim CEO & Chair of the Board]

IRD continues to perform. It continues to grow. It's not the most exciting business in the world, but it has sort of predictable growth curve to it and it has a reasonably predictable margin to it. So we like this business. The management of that business has always sort of performed for us year-over-year time over time, and they have a great footprint not only in North America but in some expanding markets. So it'll continue to be kind of one of the flagships of our ITS business.

[Gavin Fairweather, Cormark]

Okay, that's helpful. And then just lastly, before I pass the line, it looked like in WiLAN there is some additional kind of litigation expense or lawyer’s fees this quarter which impacted the gross margin. I don't recall seeing that too often. I think normally the lawyers are working on contingency on most of the files. So can you just provide some more color there and then maybe any kind of big litigations or upcoming trials that you'd point out as well.

[John Karnes, Chief Financial Officer]

Yes. On the cost structure side, yes. What you saw this quarter was an aberration. We can't go into detail because it's proprietary, but that's not a permanent increase in the cost structure. The cost structures run $5 million of expenses like that a quarter. And we think that's a reasonable number going forward. So, again, can't go into a lot of detail, but this quarter was a bit of an exceptional quarter. And then in terms of litigation going forward, we try not to comment on the outcome or the timing of litigation.

[Operator]

Your next question comes from Maxwell Carr of M Partners.

[Maxwell Carr, M Partners]

Good morning, gentlemen. How are you today? I just had a question regarding BlackBerry and the recent sale of their recent patent transaction. Do you look to that as being any sort of a benchmark for WiLAN or is that completely separate in your eyes?

[John Gillberry, Interim CEO & Chair of the Board]

Yes, I think, Max, first and foremost, that BlackBerry patent portfolio has been for sale for a very, very long time. And just about everybody in the industry who would have any interest in it has looked at it and they've struggled with this process. I don't look at it as any kind of precedent or proxy for what's happening with our strategic review at WiLAN to say, except for the fact that you can take some measure of the fact that it takes a long time to find somebody who really understands a patent license and the value within a patent license portfolio and how to continue to monetize that. But other than that, I don't see it being connected to our process in any great way.

[Maxwell Carr, M Partners]

Okay, thanks. And are you able to provide any color around the settlement with Micron, or is that out of the question at this time?

[John Gillberry, Interim CEO & Chair of the Board]

No, we cannot talk about any of those settlements.

[Maxwell Carr, M Partners]

Okay. And then I guess lastly, when we look at the ITS business and where it's headed globally, and there are some regions that have a lot more positive tailwinds than others, is there anywhere you're focused on in particular, generally speaking, you guys have a pretty wide geographical reach with regards to the ITS business. But again, is there any region you're focusing on for 2023, or is it as things come?

[John Gillberry, Interim CEO & Chair of the Board]

Well, I would say that our focus is going to continue to be North American based. I mean, it's close to home. It's more efficient for us to be focused in that particular area. And we think that there is an enormous opportunity for us in North America. We don't have to deal with legal or currency issues and some of those things. That being said, IRD will continue to have implementations and win new business in international markets, but ETC;s focus is going to continue to be North America and predominantly in the US.

[Operator]

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

[John Gillberry, Interim CEO & Chair of the Board]

Thanks Michelle. With that, I'd like to thank everybody for participating on today's call. We look forward to speaking with you and keeping you abreast of all of our developments in the coming months and weeks. And as always, please feel free to reach out to me if you have subsequent questions. Thank you.

[Operator]

Ladies and gentlemen, this does conclude the conference call for today. We thank you for your participation. And ask that you please disconnect your lines.