Good morning, everyone, and thank you for joining us for our Q1 '26 earnings call. This quarter marks an inflection point for Quarterhill.

We delivered 14% year-over-year revenue growth, 28% gross margins, and posted our third consecutive quarter of positive adjusted EBITDA. These are not isolated data points; they are proof that the company we set out to build two years ago is now operating at scale.

We began this journey with three goals in mind. First, restructure the organization and renegotiate contracts to better position the company for long-term growth.

You can see this in our margin profile today. Second, clean up the balance sheet to provide the financial flexibility needed to invest in the business and pursue strategic opportunities.

With the refinancing announced early this week, this phase is now complete. Third, scale.

Our hyperfocus now turns to driving growth across the organization and scaling our AI-first platform. To support inorganic growth, we have partnered with top M&A advisors with deep ITS experience and have secured a $100 million accordion facility to move quickly on accretive opportunities.

On the organic front, our tolling business had a strong Q1 with several major wins, including a new customer we'll be announcing later this week. This customer will operate on Quarterhill's advanced modular back-office solution, an AI-enabled platform built to consolidate fragmented tolling operations into a single intelligent control layer.

The deal is a five-year contract with five optional extension periods. We're excited for our new partnership and look forward to delivering AI-first solution.

We also extended our long-standing collaboration with the Illinois Tollway. We will continue to support the mission-critical back-office and roadside transactional systems that power daily toll collection across northern Illinois.

On the commercial vehicle side, we've been awarded several significant contracts, including a multi-million-dollar agreement with Massachusetts Department of Transportation to expand their weigh-in-motion program. We continue to evaluate a number of similar opportunities in our pipeline, which keep growing as more agencies are committing budgets to modernization.

Now, let me highlight a few key results from the first quarter. As mentioned, revenue came in at $38.6 million, gross margins were 28%, and we achieved our third consecutive positive adjusted EBITDA quarter.

This is a clear signal that the work we've done to restructure the business is translating into real, sustainable financial performance and gives us tremendous confidence in our earnings power as we continue to scale. With that overview, I will now turn the call over to Dave to walk through the financial results in more detail.

Thanks, Chuck, and good morning, everyone. I'll start with revenue and then walk through margins, profitability, cash flow, and the balance sheet.

As a reminder, all figures are in US dollars. First quarter revenue was $38.6 million compared to $33.9 million in the first quarter of 2025, representing a 14% increase year-over-year.

The increase was primarily driven by continued growth in our commercial vehicle and enforcement business, which offset variability in project timing within our tolling segment. As we've discussed previously, revenue in our business can vary quarter to quarter depending on project timing and milestone recognition, with Q1 typically being our softest quarter due to weather conditions that limit our ability to execute in the field.

Going forward, our focus is on growing the top line with business that will continually expand our margins. As of March 31st, 2026, we maintained a robust backlog of $428.8 million, which provides multi-year revenue visibility.

When we refer to backlog, we mean the contracted value of work that has not yet been completed, but is expected to be performed under existing customer arrangements. This includes signed contracts and expected extensions of existing programs where the scope and timing are defined.

We do not include unsigned opportunities or potential change orders. Many of these contracts can extend for several years, depending on the nature of the deployment and associated service arrangements.

A meaningful and rising share of backlog is tied to recurring service and maintenance work, which tends to be higher margin and gives us greater clarity on the cash flow ahead. Our pipeline beyond backlog currently sits at over $2 billion across tolling modernization, commercial vehicle and enforcement projects, and follow-on work with existing customers.

Our gross margin in the first quarter was 28% compared to 12% in the first quarter of last year, representing an improvement of approximately 1,600 basis points. The improvement reflects the restructuring actions implemented throughout 2025, improved contract economics in the tolling business, and continued strong margin performance in the commercial vehicle and enforcement segment.

As the mix of recurring and software-enabled revenue increases over time, we expect continued margin expansion throughout 2026 and 2027. Our adjusted EBITDA for the first quarter was $2 million compared to a negative $3.4 million in Q1 of last year, representing an improvement of approximately $5.5 million year-over-year.

As Chuck mentioned, this marks our third consecutive quarter of positive adjusted EBITDA for the quarter, reflecting the disciplined execution and operational improvements we've put in place. We expect to continue delivering positive adjusted EBITDA going forward as we scale the business profitably.

Turning to cash flow, during the first quarter, we used $5.4 million of cash from operations, driven primarily by normal working capital fluctuations, specifically the timing of collections from customers and a decrease in accounts payable, offset by a reduction in unbilled revenue. As we move through the balance of 2026, we remain focused on closely managing our cash balance, and we expect to generate positive cash flow from operations for the full year.

Turning now to the balance sheet, we ended the first quarter with $14.7 million in cash compared to $24.8 million at the end of 2025. As we announced two days ago, we've entered into a new credit arrangement totaling $60 million comprised of a $30 million initial term loan, a $25 million delayed draw term loan facility, and a $5 million revolving credit facility, with an additional $100 million uncommitted accordion to provide capital for M&A activities.

The facilities mature in April 2031 and are secured by company assets. To put it simply, this transaction reshapes our balance sheet in several important ways.

First, it allows us to redeem our convertible debentures and replaces equity-linked debt with traditional non-dilutive bank financing. Second, by consolidating our prior credit arrangements into a single, more flexible facility, we've extended our debt maturity profile, giving us a long runway free from near-term refinancing pressure.

Third, the new facility is denominated in US dollars, which aligns our debt with the functional currency of the majority of our operations, and therefore reduces our foreign exchange exposure on the liability side of the balance sheet. Finally, the structure itself, with the delayed draw component, the revolver, and the uncommitted incremental capacity of up to $100 million, provides us with significant dry powder.

We now have the financial flexibility to pursue strategic growth initiatives and act quickly as the right opportunities present themselves. In short, this is a stronger, simpler, and far more flexible capital structure, and it allows us to execute our growth strategy from a position of financial strength.

With that, I'll turn the call back over to Chuck for his closing remarks.

Thanks, Dave. Let me close with where we see the market going and how Quarterhill is positioned to lead.

The ITS industry is at a critical moment: aging infrastructure, the federal and state infrastructure spend cycle, and the operational pressure on transportation agencies are converging into a sustained multi-year demand for modernization. At the same time, AI is fundamentally changing what is enabled with our technology, moving the industry from transaction processing to real-time intelligent operations.

Quarterhill is one of the very few companies in this industry that can deliver on both fronts: deep and long-standing operational expertise combined with a modern AI-enabled technology stack. This combination is rare, and it is what customers are responding to.

We have built a next-gen system, a unified command center for real-time operations and decision-making, that the market will see in action with our recent customer wins. We are positioning this platform as a cornerstone of our go-to-market strategy, and have received extremely positive feedback from existing and new customers alike.

Backed by a best-in-class technology stack and a revamped balance sheet, Quarterhill is positioned to deliver our strongest year yet. Supported by a $100 million accordion from our new banking partners and advised by leading ITS experts, we are prepared to act with conviction towards all our opportunities ahead.

We've never been in a better position to deliver on shareholder value. With that, operator, we can open the line for questions.

Operator?

Oh, hey, good morning, and congrats on the strong numbers. Maybe just to start in terms of the bookings in the quarter, my crude calculation has about $60 million of new business in Q1.

That was up about four times from the $15 million that you had last year in the first quarter. I know there's a tolling renewal in there, but just on the new business side, can you just talk about whether this higher level was driven by a bigger win rate or more deals or both, and just what this kind of overall level of bookings says about kind of demand levels in the market that you're seeing?

Thanks, Gavin. Good morning, and thanks for the nice comment.

I think it's important to remember, as we held off on a lot of the tolling bids until we got that company in order. We're much more aggressive in our bidding right now.

We have several bids in the pipeline. Doesn't mean we're going to win them all, but we have several that are sitting out there and several that are currently being worked on at the moment.

I think that's a lot of it. I think our safety and enforcement business, people forget that when I got here, I sold off, if I recall correctly, about $8 million of revenue to clean up some things strategically, and we've grown right through that.

That business continues to grow quite nicely. I think they're attributed to both those factors.

Just on the tolling, your reference to next-generation win in your prepared remarks, I was able to kind of dig up an RFP in terms of you guys winning a Utah RFP for back-office. Some of the supporting docs were pretty interesting.

Your technical score was quite high, but you were able to offer a price that was lower than some of your main competitors. I hope you could just discuss kind of how the new platform is aiding in your bid efforts and what kind of margin you'd expect on this win with your new technology?

I think that, as as the market adopts technology, our our goal is to bid much more like a typical technology company and less like like a system integrator. These bids are typically government, system integrator bids where they ask you to name all your resources like they're building the software themselves.

Now we have a a complete platform that's really just being modified to meet their needs. The good thing about that is it allows us to maintain a pretty high margin with the with the original base package and build the margin as as we go forward from project to project.

As we have repeatability, which the system is designed for, which we had did not really have in the past as much, I think you're going to see we we think we're going to see our margins increase and we should be able to keep keep our prices lower. If you look at that that bid a few years ago actually would have probably been quite higher quite a lot higher, but with less margin than it was today.

That's great to hear. Sticking on tolling, one of my AI tools is telling me you've won something bigger in California, maybe it's in protest, hoping you could maybe confirm that and also just discuss kind of how many bids you have within that $2 billion bid book.

I would say that your research is your research and sometimes the internet doesn't tell the truth and sometimes it's quite accurate. If we were to talk about that bid, we don't usually announce bids.

We were pretty sensitive to our customers' needs so we don't announce them particularly. Folks can do their research.

There's a fairly decent sized win out there that we're finalizing the contract on, and we're working with a partner on that. The naming of that, the answer is we have received a notice of win.

Great, great to hear. Then, Dave, nice to see the profitability in Q1.

I know it's normally a bit of a tougher quarter, just weather-wise, and I know it was certainly a tough one too this year, but maybe you could just walk us through your thoughts around the margin trajectory for the balance of the year as we start to get into the better weather and some of these recent wins start to kind of ramp up and drive leverage in the business? Yeah.

No,

exactly, Gavin. As you mentioned, the first quarter is usually the softest, and a lot of our costs and our cost structure is quite fixed with people and our staff.

The real opportunity to improve our margins comes with top-line growth. Q2, Q3, and Q4 are usually stronger quarters, and so we'd expect stronger levels of profitability throughout the rest of the year, and into 2027 as well.

Thanks so much. I'll pass the line.

Thanks, Gavin.

Good morning, everyone. I wanted to talk about what's an appropriate 2026 target model for growth and margins if you can share us your thoughts on that.

Thank you.

Go ahead, Dave. I'm not going to steal your thunder.

Yeah. [laughter] Chuck and I aren't in the same location here, when you're asking questions if you can direct them to a specific person that would be helpful, but this one's obviously mine, and Chuck will add commentary, I'm sure.

As we said previously, Todd, the work that we've done in 2025 to return the company to profitability, we're seeing the results in 2026 already. We expect to see improved gross margins, improved levels of adjusted EBITDA throughout the year and into 2027.

We don't give guidance, but our goal was to reach double-digit EBITDA levels. I think that this is a really great start to the year.

Chuck, I don't know if you want to add something to that?

No, I think you're spot on.

That's helpful. If we were just to sort of step back from this year, all the clean up that you've done with the backlog, and I guess the thoughts towards bidding, what's the margin profile in that backlog and in that pipeline?

Just give us a sense on how to think about it beyond 2026.

Our backlog, we've kind of look at it as 40% gross margin, 20% EBITDA business on a stand-alone basis. We expect that if you've noticed our margins, this is a odd quarter, they're a little flat, but our margins have consistently grown since the first quarter of last year, and we expect them to continue to grow.

As our target, hopefully towards the end of '27 is probably 20% EBITDA is our goal, and we feel like we're going to be able to approach that, so.

Chuck, on that point, is the way to think about '27, exiting '27 at 20% or for the full year in '27?

Exiting '27, Todd.

Okay.

Me, I don't want to overpromise, that's for sure.

Yeah. No, that's good to hear.

Then, with the pickup in the backlog and then the earlier comments made about some large programs that you're pursuing, do you expect the backlog now with industry trends to grow every quarter in '26, or is it going to be lumpy still?

It's the nature of the business. Look, since I've been here in the two years I've been here, I've seen the backlog as high as 500 and as low as, I think, 325.

It always kind of just fluctuates in that range. Look, to have even at $320 million, to have two times our revenue in backlog's pretty good.

As and anybody can look on our website, we tend to end the year somewhere in the 60 to 72% range at the end of backlog going into the year. I've always felt those are pretty strong numbers, it's more how you end the year kind of thing going forward.

We had a nice pop of about $25 million of new backlog so far, it's good we're happy with that. It's good to see.

Yeah.

That, by the way, does not include some of the other contracts that your predecessor may have talked about.

Yeah. Chuck, on that 60 to 70%, is that you end the year with 60 to 70%?

Is that the thinking of how much you'll book in the following year, you basically have visibility to 60 to 70% at the beginning of '26 of what you're expecting to book? Is that what you're saying?

Correct. I think this year going into this year we were about 72% or 71% as we went entered the year.

We added $166 million of new business last year.

Appreciate that color. Thanks very much.

Yep.

Just a quick follow up for me. In your prepared remarks, you talked about trying to get more scale in the business.

I know with the debt done, part of that is looking to do some M&A, particularly in tolling. Thought it would be a good opportunity to just ask what a down-the-fairway acquisition would look like for you in terms of sizing, multiples, and what type of synergies you could get.

Right. That's an interesting question.

It depends on the type of business. In the toll business, they tend to be very accretive, because you're not necessarily looking at an entire company acquisition.

You would tend to acquire contracts and the people associated with running those contracts. Also depends, is it a carve-out or is it a stock purchase as a whole company thing?

From my past experience, the tolling contracts tend to be very accretive when you bring them on. If you look at it from a multiple perspective, they may look pretty high from a multiple perspective, but when you actually look at them in a blended basis, I've seen them as low as one times, but look at a normal business like these that are selling six to eight times today.

Now in the safety and enforcement business, that's a different thing. There would be acquiring probably more technology, and I would think that you would be looking at things that are six to eight times.

The toll business, by the time you see blended, I bet you the blended number is probably in the two to three or four times EBITDA range in the acquisition cost.

Thanks so much. Appreciate it.

Yep.

Great. Thank you, operator.

Once again, I always like to thank my shareholders. You guys have been great, and the employees that have really made this company grow.

As we move forward, we're pretty excited by our technology and all the things that we've done with the company in the last couple years. We look forward to the next couple years.

Thanks for listening in and appreciate your support.