Good morning, welcome to Quarterhill's Q1 Fiscal 2023 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 the management's presentation, we will conduct a question-and-answer session, during which analysts are invited to ask a question. To ask a question, please press star one on your touchtone phone to register. Should you require any assistance during the call, please press star zero. Earlier this morning, Quarterhill issued a news release announcing its financial results for the three-month period ended March 31, 2023. 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 Q1 2023 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 in Canadian dollars unless otherwise specified. I will now turn the meeting over to Mr. Gilberry. Please go ahead, sir.
Thank you. Good morning, everyone, and thank you for joining us on today's call. In terms of the agenda, I'll start with a look at Q1 consolidated and segment highlights, as well as some important developments subsequent to quarter end, after which John Karnes will take a look at key financial results, and then we will open it up for questions. Quarterhill's consolidated revenue in Q1 was CAD 44 million. Consolidated Adjusted EBITDA was a negative CAD 6.9 million, and cash and equivalents was CAD 51.7 million at quarter end. Revenue in the ITS segment was up slightly year-over-year, while the segment generated an Adjusted EBITDA loss in Q1. Within ITS, IRD had another strong quarter, exceeding our top line and margin expectations. This was done in what is generally a slower seasonal period for their business.
IRD continues to execute well and is adding to its backlog as recent wins in Illinois and Indiana attest to. IRD is an ITS leader in enforcement system solutions such as weigh-in-motion, vehicle data capture, tire classification, speed and red light cameras, and radar and camera technology. These types of solutions are in high demand as they improve road safety and vehicle mobility, and they can be a source of revenue for cash-strapped governments who face widening funding gaps. Overall, IRD is off to a good start in 2023, and we expect this to continue throughout the year. At ETC, our tolling operations, we made some progress operationally in Q1 and took necessary steps in the quarter to lay the foundation for improved financial performance throughout the remainder of 2023 and beyond.
Since assuming the interim CEO role late in March, along with Rusty Lewis, our new Chair of the Board, we've done a deep dive into this business, its ongoing projects and sales pipeline, and we've made good progress in doing so. As you know, we have several tolling projects in the implementation stage right now, and it's important to note that these projects are moving forward in a constructive way and our customer relationships are strong. At a high level, we've had some challenges with some of our fixed price arrangements in the contracts that didn't leave enough breathing space when the economy ran into a period of wage and material inflation post-pandemic.
We've learned from this experience, and with Rusty's help, we've implemented processes and procedures to avoid these types of situations going forward. To protect our P&L against any further hiccups in the near term, we have taken cost contingencies in the quarter, which John will discuss in more detail in his section. In 2023, some of our tolling projects in implementation will begin to transition to the operational phase and will be a steady, reliable, higher margin revenue generator for years to come. Revenue generated in the operations phase of a project has gross margin % of approximately double that of the implementation phase. The first of these projects is expected to transition into operations late summer, with another one expected later this year, late in the year, probably Q4.
These are long-term infrastructure projects with stable and reliable customers that are only in their very early stages. These projects have the potential for significant expansion over their lifespan, and we expect that they will contribute to the health of the business for many years to come. As far as our 2023 financial outlook is concerned, we said in our call in March that we expect the ITS segment to generate a positive Adjusted EBITDA in 2023, inclusive of all of Quarterhill's corporate segmented costs. As a reminder, in 2022, that would have resulted in a CAD 11.5 million EBITDA loss.
We are expecting a significant improvement and turnaround here in 2023, and we do expect further improvements in Adjusted EBITDA to take place in 2024 as well. Integrating the ITS business remains a focus of ours and an important part of improving the financial profile of this segment. Our goals are to reduce the expenses without impacting our ability to sell and to deliver, and to better assimilate the teams in order to generate more cost and more cross-selling and align the tech roadmap and the R&D process. Subsequent to quarter end, we completed a new series of cost savings initiatives which will provide the company with additional savings beyond those we announced in the Q4 restructuring. Regarding WiLAN and the strategic review, the process remains ongoing and we continue to engage with interested parties on our options to surface value.
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. With the release of our Q1 results today, we announce that Quarterhill will be suspending indefinitely the payment of dividends. This decision is based on discussion between the board and management on determining the optimal capital allocation strategy to support growth of the company. This decision creates financial flexibility and best positions the business to generate value through a capital allocation strategy focused on supporting the growth of its ITS business. The dividend is a legacy of the IP licensing business, and dividends are not common among publicly traded companies in the ITS sector.
Companies in the ITS sector tend to follow a more traditional growth-oriented model, which requires ongoing investment in areas such as R&D, along with organic and non-organic growth initiatives. This morning, we also announced the appointment of Chuck Myers to the board of directors. Chuck is a seasoned entrepreneur with CEO-level experience and is an ITS industry veteran who helped co-found TransCore and part of its leadership group until its sale to a private equity investor. Chuck is a great fit for Quarterhill given his ITS experience as well as his leadership and operational experience. He has been a CEO and a board member of several public companies and has a track record for delivering growth with multiple companies in the tech sector. More than once, he has been instrumental in helping companies overcome significant obstacles to realize their full potential and deliver significant growth.
In closing, I want to reiterate our commitment to the ITS business and our view of the compelling opportunity in this industry. The industry is growing at a CAGR north of 10%, and the two verticals we focus on, tolling and enforcement, are growing above the sector average. We've previously spoken about multiple tailwinds propelling this growth, which suggests the growth trend could remain in place for years to come. In this favorable environment, we have two strong ITS platform businesses in ETC and IRD. Both have talented teams, strong reputations in their respective fields, solid revenue backlog, and growing prospects for new business. This outlook for the segment is positive for 2023 and well into 2024 and beyond. They are with good visibility in the near term future.
One, our goals are, one, to improve financial performance in 2023 and achieve positive EBITDA for the ITS business. Two, to maintain progress on ITS integration, moving forward a shared services model and further integration regarding the technology roadmap and sales synergies. Three, hire a new CEO. A search firm has been selected and that process is well underway. Four, complete the WiLAN strategic review process, an essential step for becoming a pure-play ITS business. With that, I will pass it over to John Karnes for a closer look at the Q1 numbers.
Thank you, John. Good morning, thank you, John. Good morning, everyone. As an initial matter, as you may have seen in the Q1 MD&A we filed this morning, we are no longer breaking out corporate costs in our segment notes. We have now assimilated all corporate costs 100% into the ITS segment, comprised of tolling and enforcement. Going forward, we will only present 2 columns in our segment reporting, licensing and ITS. This will provide a much more accurate view of the standalone financial profile of each segment on a go-forward basis and align our pubco board of directors, executive, and other corporate costs with our go-forward ITS focus. Looking at our new segment presentation, revenue in Q1, consolidating both the ITS and licensing segments, was down year-over-year relative to the strong performance in licensing in Q1 last year.
Q1 revenue for the ITS segment was CAD 38.3 million, up year-over-year only slightly. Q1 ITS revenue was negatively impacted by approximately CAD 3 million of delayed revenue recognition under our percentage of completion rev rec methodology. This delay was associated with project re-estimations during the quarter, all of which impacts gross margin. Separately, we also saw CAD 2.5 million of committed Q1 ITS revenue push out into future periods owing to shifting timelines that are characteristic of the complex construction projects that ITS in particular engages in. Taking these two revenue items together, we actually had visibility into Q1 ITS revenue closer to CAD 44 million, which would have represented a more in line increase of, say, 12% year-over-year. Versus the slight increase reported.
Consolidated gross margin for Q1, again, ITS and licensing was 11% compared to 55% in Q1 2022. As I mentioned earlier, this is largely a reflection of the high level of licensing activity this time last year with its associated higher margins. Gross margin in the ITS segment was 13% as reported for Q1. This compares to 28% in Q1 last year. Notably, however, the Q1 ITS gross margin includes the negative impact of the CAD 3 million resulting from our Q1 project re-estimations, plus another CAD 2 million of cost contingencies and project overruns during the quarter. These contingencies were set up as part of a thorough project review and represent management's reserve to address identified risks remaining in our ongoing roadside and back-office project implementations. Excluding the contingency and overruns, Q1 ITS gross margin would have been closer to 23% in Q1.
Moreover, we also affected a change in our SG&A reporting in Q1 that had the effect of increasing our cost of sales about 5%. In this regard, consolidated sales, general, and administrative expenses, SG&A, in Q1 2023 were about CAD 10.7 million, compared to CAD 13.6 million in Q1 last year, representing a CAD 3 million year-over-year reduction in SG&A. This decrease in ITS SG&A is a result of a CAD 1.7 million reclass to cost of sales, which I mentioned, and a CAD 1.3 million savings realized from our integration reorganization. With all this factored in, consolidated Adjusted EBITDA was down year-over-year in Q1, due of course to the impact from licensing.
Q1 Adjusted EBITDA for ITS was a CAD 5.2 million loss, which as a reminder, is inclusive of all ITS corporate costs that were previously broken out in our segment analysis. Q1 Adjusted EBITDA was impacted by the project re-estimations, cost contingencies, and overruns I discussed earlier. For these items, the ITS segment would have been essentially break even on an EBITDA basis for the quarter. In this regard, as John Gillberry just mentioned, looking forward, we are targeting achieving positive Adjusted EBITDA for the ITS segment in 2023, including all corporate costs. Apples to apples with last year, this would be an improvement from a loss of around CAD 11.5 million. Turning to the balance sheet and cash. Cash used in operations in Q1 was CAD 10.2 million, compared to CAD 8.8 million of cash used in operations in Q1 last year.
Cash used in operations is expected to decline, that is improve, as we move through 2023, with cash starting to rebuild in 2024. We ended Q1 with cash equivalents, and short-term investments of CAD 51.7 million, compared to CAD 67.9 million at the end of 2022. In addition, we also had CAD 6.5 million in restricted short-term investments at the end of Q1. Factors impacting the change in cash from year-end included debt scheduled repayments, the Q4 dividend, and severance charges, among other working capital fluctuations. At quarter end, the company was offside its ratio covenants under its credit facility. We are currently in discussion with our lender group to negotiate a covenant relief period. In the interim, the remaining CAD 28.4 million outstanding of our long-term debt under our credit facility is being classified as a current liability.
In summary, we've made good progress in the past months to set the business on a clearer path towards a stronger operational and financial performance level. This should become evident as we continue to move through 2023, particularly the second half of 2023, and we expect that the momentum we gather this year will carry us into 2024. This concludes my comments, and I'll now turn the call back to the operator for Q&A.
Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press star followed by the number 1 on your touchtone phone. Again, that's star followed by the number 1 on your touchtone phone. If you would like to withdraw your request, please press star followed by the number 2. Please stand by while we compile the Q&A roster. Again, should you have a question, please press star followed by the number 1 on your touchtone phone. We have your first question coming from the line of Todd Coupland from CIBC. Please go ahead.
Good morning, everyone.
Morning, Todd.
Good morning. I wanted to ask about the outlook comments about improving revenue and operating performance. I get you've taken the reserves. You feel like you've provided for the losses in the contracts. How much of the business that you expect to come in in the second half of the year to drive that higher revenue is already booked and scheduled to be delivered as we go through the year? Just give us some color on that. Thanks a lot.
I think I understand the question, Todd, but if you're asking about the revenue in the ITS segment that's gonna drive margin % up, it is all in the implementation stage at this point in time. That implementation moves over to operations and maintenance, and that is the trigger point in which margins move up significantly. There's 2 key sort of I would say date milestones as it relates to the first year that we have visibility on, and one is sort of, I'm gonna say late summer, and one is early fall next year. If that's too broad of an answer and too vague of an answer, maybe I can get John Karnes to give you a little bit more color on that.
Yeah. Thanks, John. I might come at a different angle. I'm not sure if this is where you're going, Todd, but it's 100%. I mean, the revenue we have in the last 3 quarters of the year that we're planning on when we say we're targeting cash flow profitability, that's all contract-committed revenue. There is no new logo. There's no new business on top of that. This is executing the projects that we have today, getting them through implementation into operations, and getting them into that higher margin phase of their contract life.
Yeah, that's what I was asking. I mean, I guess this is with state and municipalities would be the customer. How much flexibility do they have to actually take that business over the next three quarters?
How much flexibility do they have to take that business? I'm sorry, Todd, I just don't understand the question.
I understand the contracts are 100% booked. You don't have to go out and win it.
Right.
Is there any flexibility in terms of how it's scheduled and billed and you work on it with.
If you're asking-
With the state and municipal customers.
Yeah. If you're asking about what's the risk of slippage on our dates and times-
Yeah.
Yeah. Okay. There's a big inducement for the state and agencies to get these projects into implementation because it's revenue generating for them. There's an inducement for them to get them live, absolutely. There's actually penalties if we don't get them live. We're all aligned and on the same page in terms of getting them up and running on target dates. I would say that there's no incentive that would be a big disincentive for them to try to push them back in any way, shape, or form. The pressure goes the other direction.
Okay. Then sort of last question, I apologize if this is an uninformed question. The cost overruns and project expenses that you took in Q1, does that cover your what you might face for the next 3 quarters, or is it possible that some of these contracted programs also could face cost overruns?
Yeah, that's actually, that's a good question, Todd. What we did in the quarter is, I would say probably at a level that hasn't ever been done before, is we scrubbed these projects hard. We looked to find out, you know, what is the real cost of completing these projects and doing the estimation on the cost of these projects. John and John's team got way down into the weeds. You know, the high level answer is that we think that we've captured the cost and cost overruns to deliver these projects that we have in the implementation phase right now. I would not expect to see, you know, another contingency like we took in this quarter come back up again this year. I mean, we did a lot of work on this in the quarter. John, do you have any color to that?
No. I echo everything that you've said. What we did was went through the entire project, caught up where we're at inception to date, looked at estimate to complete the project, where are the risks with software project. Handing over software acceptance testing sometimes is where you see costs balloon. We assessed that risk. Where we thought it might relate to more hours, we built a cushion in for more hours. Where we saw hardware risk in a construction project, we put it in. This should be everything inception to date, everything that we see today on the projects that we have outstanding.
Okay. Sorry, last question. Sorry, I... 2 quick questions. First on this, your adjusted breakeven roughly in the quarter, what should margins look like as you start to work through these programs over the next year or 2?
Yeah, that's a fair question. I think we've indicated in the past that, you know, we feel that this industry sector can deliver, you know, an Adjusted EBITDA number of double digits for sure, and approaching sort of that mid double digit level. I think we have, you know, pretty good line of sight to know how we get there, Todd Coupland.
Then sort of last question. I know you're looking for a CEO replacement. Can you just talk about, you know, timeline and the type of person that would make sense, internal, external, considerations, that kind of thing? Any additional color would be appreciated. Thanks a lot.
Yeah, sure. As I mentioned, we have engaged a search firm. They are fully engaged. As a matter of fact, just yesterday, I saw, like, a list of I think it was someplace around 20 profile-type candidates that they, that they initially had kinda come back to us and said, "We're starting to, you know, we're starting to sand this down a little bit, but we've got, we've got some candidates that we think would be interesting for you." We are looking for somebody who has got very, very deep operational experience. Like, and somebody who can actually work with state and local governments on these big, big contracts. Whether it's an internal or external candidate, I think all of that is open. Most of our business, even in on IRD side of it, is in the US
You know, my speculation is the candidate will either come from the US or will have to relocate to the US if it happens to be somebody who's not actually in the US You know what? I'm hopeful that, you know, as we move through to the late summer, we'll be on a shortlist of a couple of people. I think it's moving quickly, to be honest with you. As I've said before, we're in no hurry to make a mistake, and we do have a lot of eyes looking at this candidate process right now, a lot.
Thanks very much for the color. Appreciate the answers.
Thank you. Just a reminder, should you have a question, please press star followed by 1 on your touchtone phone. If you would like to withdraw your request, please press star followed by 2. Please stand by while we compile the Q&A roster. As we have no further questions at this time, I will turn the call over to Mr. Gilberry for closing comments.
Okay. Thank you, and thanks everybody who dialed in to listen to the call this morning. I wanna thank everyone who participated in today's call, and I look forward to speaking with you and keeping you abreast on our developments in the coming months, coming weeks. Just thank you for staying with us. Goodbye.