Quarterhill Inc. (QTRH) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Quarterhill Inc. Annual Meeting. My name is John Gillberry and I'm Quarterhill's Interim President and Chief Executive Officer and for today at least, Chair of the Quarterhill Board of Directors. I'm speaking to you today from our head offices in Toronto, Ontario. Thank you for joining us at this year's Quarterhill 2023 Virtual AGM. Instructions on how to ask questions and the voting procedures will appear on your screen as we proceed. If you are a shareholder who has registered to vote at this meeting, you can also verbally ask questions or respond to a motion. You must send your phone number and the reason for your call through the Lumi Message function. The Lumi technician will then dial you into the meeting. [Operator Instructions] As with any technology, unexpected glitches may occur with this meeting and potentially to both your and my Internet connections, but our service providers for this platform are very experienced at running this type of meeting and will do their very best to help us out. This meeting will now come to order, and I will ask Prashant Watchmaker to act as Secretary of the meeting; and Roxanne Parsaud and Josette Koffyberg of Computershare Investor Services, Inc. to act as scrutineer. Based on the statutory declaration provided by Computershare, I confirm that the notice calling this meeting and the management information circular and form of proxy for this meeting were made available to Quarterhill shareholders in accordance with Quarterhill's bylaws and the Canada Business Corporation Act. I have received preliminary scrutineer's report, and there is a quorum present here today by proxy, representing more than 25% of Quarterhill's issued and outstanding common shares. Therefore, I declare this meeting is regularly called and properly constituted for the transaction of business. Each Quarterhill shareholder present at this virtual meeting that has properly registered, other than as a guest, is entitled to 1 vote for each share held. Each matter to be voted on at this virtual meeting must be approved by a simple majority of votes cast by all shareholders present today, except for the reduction of stated capital special resolution, which must be approved by a majority of not less than 2/3 of the votes cast by shareholders who vote on that special resolution. We will conduct the votes on matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has 1 vote in respect of each share entitled to be voted on the matter and to be -- and held by that shareholder. The poll will be opened for all resolutions at the same time, which will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. I will announce the results of voting on each of the resolutions at the end of the formal portion of the meeting. Following conclusion of the formal portion of this meeting, I will deliver a brief presentation on our business, after which I will address appropriate questions from shareholders, starting with questions that have been provided to us prior to the meeting. Where questions are of a similar nature, they will be organized by theme and in the interest of everyone's time, I will not address the same question or similar questions twice. Shareholders and proxyholders may address the meeting when there is a request to discuss a motion before the meeting. If you want to address the chair on any motion, please type your question or comment into the message section once it opens up during the discussion period. If there is any discussion or question, I will read the question aloud. At this time, the polls are now open. This meeting has been called to consider 4 matters. The first item of business is the presentation of Quarterhill's audited financial statements for the fiscal year ended December 31, 2022, together with the auditor's report. The financial statements were mailed to shareholders who requested them and can also be accessed on our website at www.quarterhill.com or from the Quarterhill SEDAR issuer profile page at www.sedar.com. We would like to dispense with the reading of the auditor's report since all requesting shareholders should have received a copy of the report. May I ask for a shareholder to move that we dispense with the reading of the auditor's report?

I so move.

Thank you. Would a shareholder or proxyholder please second the motion?

Mr. Chair, I second the motion.

Thank you. Is there any discussion on this motion? As there is no discussion, I will now call for a vote on the motion before the meeting. Would all voting shareholders and proxyholders please enter your votes in Lumi? [Voting]

The second matter to be dealt with is the election of directors. In accordance with Quarterhill's articles, the Board has determined that 5 directors should be elected at today's meeting. Pursuant to Quarterhill's advance notice bylaw, any person wishing to nominate a director to join Quarterhill's Board at this AGM must have provided at least 30 days' notice for that nomination, together with specific information relating to the person so nominated. We received such a notice from 1 shareholder that indicated that they may nominate an additional candidate to join Quarterhill's Board. Other than that 1 possible nomination, we are unable to accept any other nominations at this time as it would violate Quarterhill's advanced notice bylaw. The circular for this meeting identifies the following individuals as management's nominees: Roxanne Anderson; Michel Fattouche; Rusty Lewis; Pamela Steer; and Anna Tosto. Are there any other nominations? As there are no further nominations as permitted by Quarterhill's bylaws, could a shareholder or proxyholder, please move the nomination of all nominees for election to Quarterhill Board of Directors?

Mr. Chair, I so move.

Thank you. Would a shareholder or proxyholder second the motion?

Seconded.

Thank you. I now declare the nominations closed. I'll pause now to see if there are any questions directly related to the election of directors. I will now call for a vote on the election of directors. Would all voting shareholders and proxyholders, please enter your votes in Lumi? [Voting]

The third item is the appointment of auditors. May I please have a motion moving that Ernst & Young LLP, Chartered Accountants, be appointed Quarterhill's auditors for the next year and that the directors be authorized to fix the remuneration?

I so move.

Thank you. Would a shareholder or proxyholder please second the motion?

I second the motion.

Thank you. I will now call for a vote on the motion before the meeting. Would all voting shareholders and proxyholders, please enter your votes in Lumi? [Voting]

The fourth item for consideration at this meeting is the reduction of stated capital special resolution as more fully set out at exhibit A to our March 21, 2023 management information circular, which special resolution must be approved by not less than 2/3 of the votes cast by shareholders who vote on the special resolution. May I please have a motion moving that this resolution of stated capital -- the reduction of stated capital special resolution be approved?

Mr. Chair, I so move.

Thank you. Would a shareholder or proxyholder please second the motion?

Seconded.

Thank you. Is there any discussion on this motion? As there is no discussion, I'll now call for a vote on the motion before the meeting. Would all voting shareholders and proxyholders, please enter your votes in Lumi? [Voting]

This concludes the formal corporate matters to be attended to at this meeting. Before concluding the formal part of this meeting, is there any other formal business to come before us today? If there is no further business, I'll ask for a motion to conclude the formal portion of this meeting.

I so move.

Thank you. Would a shareholder or proxyholder please second the motion?

Seconded.

Thank you. Is there any discussion on this motion? As there's no discussion, I now call for a vote on the motion before the meeting. Would all voting shareholders and proxyholders, please enter your votes in Lumi? [Voting]

Voting now has closed for all matters that were before this meeting. Although I do not yet have the results of the live voting, I can declare that based on the proxies received for the meeting, all matters that were put to a vote today were passed. In addition, I declare that management's 5 nominees for election to the Board have been duly elected as Quarterhill's Directors until the next annual meeting until their successors have been duly elected or appointed. We will issue a press release within the next 2 days with the full details of all matters that were voted on today and also file our results of the meeting on SEDAR. At this point, the formal portion of the meeting is now concluded. I will now provide an update on our business, after which I would be pleased to take appropriate questions from shareholders and proxyholders. This is our safe harbor statement, which indicates that some of the presentation content and language used may be forward-looking in nature. As you can appreciate, actual future results may differ from expectations in place today. I'll start things off with a quick recap of 2022 highlights. Quarterhill's consolidated revenues in 2022 was $305.7 million; consolidated adjusted EBITDA was $64.6 million; and cash from operations was $39.6 million. These results reflect growth -- revenue growth from both the ITS and licensing segments. However, the adjusted EBITDA was driven by WiLAN, our licensing business. Licensing agreements with Apple, Micron, Kyocera, among others, enabled WiLAN to build on its strong track record of generating strong cash flows on an annual basis. 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 quarterly conference calls persisted throughout the year, impacting financial results. Nevertheless, we do believe that we are set up for a better 2023. IRD in particular, had a strong year in 2022 with new contracts in New York State, Indiana and Idaho, along with expansion contracts in South Dakota and Nebraska. ETC also won new business in 2022, that included 2 contracts with Alameda County for new tolling lanes and a back office contract in Orange County as part of the WSP consortium. The ITS segment maintains a strong revenue backlog of more than $500 million, which provides good visibility into the future revenue -- into future revenue streams. One of our top priorities in 2022 was to integrate the ITS businesses. While we didn't achieve the level of integration and progress that we intended to, in Q4, at the initiative of the Board, we did undertake a cost-saving exercise that will save the company approximately $4 million per year. We are accelerating our initiative of shared services model across the ITS businesses, and this will be a major focus for us in 2023. In fact, we just completed a new series of cost-saving initiatives, which will save the company an additional $1.5 million per year, bringing the total integration savings made in the past 4 to 5 months of approximately $5.5 million per year. At a very simple level, Quarterhill today is 2 distinct businesses: WiLAN, our IPS licensing business; and our ITS segment, comprised of ETC, our tolling businesses and IRD, our ITS focused on enforcement solutions. We remain committed to becoming an ITS pure-play company. We continue to believe that ITS has excellent growth opportunities and 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 has also had an underlying stability and predictability to it with some resistant -- recession-resistant nature to it, which has great appeal to us as a counterbalance to the variability we have experienced in the licensing business. ITS is a stable and growing industry. I'll spend a few minutes here just going over why we like the dynamics of the ITS industry, and then I'll share a few case studies from both our tolling and enforcement operations. ITS, which includes road, rail, maritime and aviation verticals, has long been a large, stable and growing market. Focusing here just on the road vertical, annual spend is forecasted to grow by 65% over the 5-year period from 2021 to 2026. A $22 billion market in 2021, the ITS vertical is expected to reach $36 billion by 2026, which is a CAGR of more than 10%. The road segment itself is broken into 5 smaller segments, of which tolling and enforcement, also known as commercial vehicle operations, are 2 of those segments. Both enforcement and tolling growth rates are expected to exceed road vertical averages with rates of 11.6% and 10.5%, respectively. ITS does have compelling market tailwinds. As we've said before, propelling that market growth are some compelling tailwinds. In the U.S. alone, where 65% of the roads are in poor conditions and the infrastructure funding gap is $5.6 trillion, the fuel tax is the primary source for new road projects. However, the fuel tax itself is in a state of decline as the number of electronic vehicles on the road increases, and there's no political will to raise the tax, especially now in an inflationary environment and seemingly endless election cycle. To help alleviate this gap, the Biden government passed a $1.2 trillion bill in 2021 with about 1/3 of that allocated to transportation infrastructure. However, that is just a small portion of what is needed to fill the funding gap and frankly, while ultimately this will help, these funds have yet to really trickle down to the market in any kind of material way. As a result, governments are turning to tolling and other user-driven fees to help pay for and maintain infrastructure projects. This bodes well for us in our ITS business, which are structured around revenue generation, safety and improving mobility. Part of the basis for a strong growth outlook in ITS is that it solves very important challenges within our communities. Increasingly, ITS is being looked at to help address 4 fundamental challenges facing the public and private sector: revenue generation; safety; sustainability; and efficiency. Regarding revenue generation, we touched on the fact that cash-strapped governments are facing ever widening gaps to fund infrastructure and other parts of government. We'll look at this more closely in our case studies, but increasingly, governments are turning to road usage fees such as tolling and managed lanes while using automated safety enforcements through solutions like red light cameras to close their budget gaps. Improving road safety is another significant policy and economic challenge. ITS has shown to be a positive factor here by using technology to improve emergency response times and traffic flows and by leveraging the user fee model to fund safer construction and maintenance. Among other things, studies have shown that fatalities on toll roads are 1/3 less than that of all -- are 1/3 of that of nontoll roads and solutions like IRD tax systems are responsible for pulling vehicles with unsafe tires off the road every day. Sustainability is another critical challenge that policymakers face, and ITS will be a key to achieving aggressive environmental targets. Idling cars and traffic and congestion in cities can lead to excessive carbon emissions. The congestion zone programs, for example -- in London, for example, have helped to reduce traffic levels on city streets, reduce noise and air pollution and increase the use of public transit. Finally, none of us like traffic. And every minute in traffic steals precious time from personal and professional pursuits. ITS solutions like automated traffic management, traffic -- automated traffic management, traffic light coordination and managed lanes can reduce congestion significantly. In an environment prime for growth, Quarterhill has one of the largest ITS footprints in North America as well as extensive international operations and capabilities through IRD. ETC has a reputation for technology leadership in the tolling space. It had the industry's first all-electronic tolling system in Houston in the early 2000s. It introduced the first patented dynamic pricing system for toll lanes. And it has been pioneering the use of machine learning/AI in this space since 2021. ETC is also the first tolling integrator to deploy full cloud solutions. Their service extends all the way from the equipment to the toll lane, to the back office operations and customer support, helping you with your bill. IRD had record revenue in 2022 and continues to build on its strong 40-year plus industry reputation in commercial vehicle enforcement. These are solutions such as Weigh-in-Motion, vehicle data capture, tire anomaly, safety screening and enforcement and as well as speed and red light cameras, fiber optic sensors, radar camera technology via its European operation. With all that, let's take a look at a couple of case studies for each of those 2 ITS businesses. The first case study is an ETC highlight of our back office tolling solutions. First, some background. ORB toll system covers 3 bridges connecting Louisville, Kentucky and Southern Indiana over the Ohio River. The managing organization is called River Link. Two new bridges were completed in around 2010, and a third existing bridge was refurbished about the same time. This is an important crossing area, servicing high volume of both commuter and freight traffic. The situation problem. The project had been in operation since 2016, but the organization had grown frustrated with customer complaints regarding the performance of the incumbent provider. An RFP from ORB, River Link, was released and 9 organizations bid for the work. Just to put these types of RFPs into context, the proposal can number upwards of over 1,000 pages in length, and the process to complete the bid can take 6 months or more. From the 9 bidders, ETC made the shortlist of 2. And then in July 2021, of the 2 finalists, ETC was selected to provide back-office systems and customer support for the project. Of note, we partnered on this contract with WSP. ETC provides the technology and maintenance services and is prime on the contract, while WSP provides the call center operations. Why ETC? A number of factors are required to win such a competitive bidding process. You need strong technology, and it has to perform exceptionally well in the trial proof-of-concept stage. A reputation in the industry for delivering and ETC's back-office solutions have an excellent reputation, and relationships are key and having a team of individuals who have extensive experience and have worked broadly with others in the industry can be a differentiator as well. What is ETC bringing to the table? A full back-office ERP system that covers all aspects of tolling management, including account management, CRM, online customer service center, reporting and analytics. A customer self-service option is available for those users who want to do their own interactions online on their own. Traditional call center services are also provided, including a team to manage customers' inquiries. As mentioned, this portion is handled by WSP, our partner. Monitoring and maintenance tools are a big part of the ETC offering as well. The system requirements are for 99.99% availability uptime with similar standards required for customer billing accuracy. What's next? The project is currently in the implementation phase, with expectations that it will go live and shift to the operational and maintenance phase late this summer. This was a significant win for ETC as it was one of the first back-office mandates the company had bid on in several years. And of course, the value and duration of the contracts are important financially. This contract is valued at approximately CAD 100 million over the 10 years and has 2 additional 3-year options, which could take the project to a total of 16 years, which would also drive its value higher. For River Link, the organization overseeing the tolling operations, the total revenue generated in the first 5 years to the end of December 2021, is over $500 million. This revenue is making an important contribution economically and to safer and more efficient travel throughout the area, which ultimately has the potential to open up even more economic opportunities in the region. The next case study for ETC is the Central Texas Regional Mobility Authority, which we call CTRMA. CTRMA has a number of toll roads express lanes currently in operation and is looking at ongoing expansion. Like many jurisdictions in the U.S., tolling has served as a necessary source of capital for infrastructure, maintenance and development, which traditionally has been funded by the gas tax. Gas taxes aren't indexed to inflation and as noted earlier, haven't raised in the state and the federal level since the 1990s. CTRMA view tolling as an important requirement to meet the state's future funding needs. And while many may assume that most are against tolling operations, 1 poll had 84% of Americans indicating their support for this type of service. Situation problem here. Regarding our contract with CTRMA, this was another situation like that at ORB, where they were unhappy with the incumbent provider and wanted to go in a new direction as they prepared for expansion of their network. This was another competitive RFP process with a proposal numbering in the hundreds of pages. And once again, ETC made the shortlist of providers. In December 2021, ETC was awarded this contract for its comprehensive roadside tolling solutions. Why ETC? Technology, again, played a very important factor for ETC winning this business. Cost is obviously an important factor in any contract of this size, but ETC was not the lowest priced bidder here, relying primarily on its technology and again, its reputation and expertise and relationships in the industry to win this business. What ETC is bringing to the table? riteSuite is a comprehensive suite of equipment, technology and support solutions. Basically, it boils down to what happens in the lane. The on-site roadside integration of components and cameras gives CTRMA the ability to track vehicles as it goes through a lane, identify its classification, read its transponder and license plates and puts all that information together, assigns a price to it and then sends it to the back office for processing and billing. A suite of analytics reporting and dashboard tools help identify, track and respond to issues as they happen and monitor trends over a period of time. System uptime and accuracy of vehicle information are key metrics on which we are evaluated, with requirements each exceeding 99.9%. Overall, there's a great deal of equipment and technology involved in addition to information on the roadway -- sorry about that, in addition to what I've described, ETC will also provide digital signage that provides information on roadway conditions and other traveler information. Finally, ETC provides equipment, inventory management and a team to service, troubleshoot, update or upgrade equipment. This project is currently in the implementation phase with work on several of the 6 roadways ongoing today, with others to begin in the future. Of those roads in implementation right now, our software portion of the work for the project is basically ready to go. In fact, testing phase went extremely well, with 2 weeks set aside for testing and with all -- excuse me, with testing, with all of it being extremely successful complete -- should be completed within the next couple of weeks. Those roads will shift to operation phase when the agency has completed work on their side of the road system. This was a significant win for ETC as some of the largest tolling projects underway in the U.S. right now, and there's potential for future expansion beyond the 9 roads covered by this agreement. The contract is valued at approximately $100 million over 6 years and has 2 additional options, which could take it to a total of 10 years, which would drive its value higher. For CTRMA, the goals are to develop, operate and maintain high-quality roadways and transportation solutions that enhance the quality of life in Central Texas. We are very pleased to be a part of that mission. Looking now at a couple of case studies for IRD. The first is with the state of Indiana. IRD maintains 143 Automatic Traffic recorded -- Recorder systems, 56 WIM systems and 23 Virtual Weigh systems in the state. So we have an extremely extensive footprint in the state and have enjoyed a business relationship with them over many years. IRD is helping the state solve 3 key challenges: one, IRD provides the manpower and data reporting tools to maintain the state's Automatic Traffic Recorder systems, which they must do in order to maintain access to federal funding. Traffic volume data is vital for short- and long-term transportation planning, pavement designing engineers and the state's economic development groups. In addition to their existing sites, the state is investigating new technologies for traffic data collection, potentially offering an opportunity for IRD to supply video-based AI traffic counters to the state. Two, data collection and enforcement are often managed by different government agencies. Through its Weigh-in-Motion solutions, IRD is able to supply and support both traffic data and weigh enforcement systems, satisfying both groups. This ability gives IRD a competitive advantage in the marketplace. Third, Indiana needs to protect their expanded road system network from damage from overloaded vehicles. However, there's a high cost of constructing conventional weigh stations. IRD's virtual weigh station systems can monitor remote locations and provide enforcement agencies with detailed vehicle information for enforcement. Instead of spending millions on building additional weigh stations, the state can protect a secondary road using Weigh-in-Motion sensing systems equipped with cameras and vehicle identification technology. There is the potential for Indiana to adopt other IID technologies to enhance their virtual weigh stations. Other states using e-screening as a method of connecting state or federal databases to screen vehicles against databases for credentials, safety, records and permits. Also IRD's Tire Anomaly Classification System or TACS, can be added to virtual weigh stations to check passing vehicles for underinflated, flat, missing or mismatched tires on trucks. Both these systems would help further improve road safety in the state. IRD has also been working closely with the state on testing new Weigh-in-Motion sensor technology. The ultimate goal is to enable direct and automated enforcement using virtual weigh stations. This may ultimately help Indiana achieve their goal for reducing operating costs to the ability to issue weigh citations automatically while ensuring safe, efficient, equitable and sustainable transportation for all users. Tire safety screening. The second case study comes from IRD's European operation involving the Tire Anomaly and Classification Solution, TACS, that I just mentioned. This case study takes place in the Netherlands. TACS measures and analyzes tire data from vehicles as they drive over inroad sensors. TACS identifies unsafe tires as they lead to accidents and damage to property, saving lives and money. Data collected by California Highway Patrol showed that poor tire condition is also a key indicator that commercial vehicles have other violations of safety regulations that affect roadworthiness. So tire issues can be a canary in the coal mine to the potential safety issues a vehicle could have. TACS is a product developed by IRD's Weigh-in-Motion sensor R&D team that now is a proven technology having been deployed for more than 5 years. The Netherlands system identifies tire anomalies such as underinflated, missing or mismatching tires and categorize tires based on identification anomalies that are considered dangerous, posing immediate or safety concerns, or suspect tires that are still enforceable under local regulations that may not pose an immediate concern. There's the clear and direct relationship between safety and tire pressure and conditions. Data from deployments of TACS in Europe shows that 1% to 1.5% of all commercial vehicle traffic has a tire identified as being an immediate safety hazard. Further, 41% of incidents involving commercial vehicles were caused by tire problems from a study dating back in 2018. Not only do improperly inflated tires reduce control, effect stability, increased stopping distance on vehicles, accidents can arise from tire debris and early remediation of these issues by either enforcement or personnel or by driver information, improves vehicle safety for all road users. In addition, properly inflated tires have a favorable impact on vehicle efficiency and slows -- lowers both fuel consumption and greenhouse gas emissions. The program is having a very positive intended effect with more than 50,000 tires -- tire anomalies being detected in the anomalies -- being detected in the Netherlands system in 2020 alone. IRD is currently working with the federal and provincial governments of the Netherlands to expand this program, and we will share more details in due course. WiLAN. Obviously, the focus of our presentation today has been on ITS, but I'd be remiss not to mention the important role WiLAN has played in helping us to execute our ITS mandate over the years. WiLAN has a storied history as a pioneer and leader in the patent license industry and as I spoke about at length in last year's AGM. Its successes in this area has provided the capital required for us to pivot the businesses back in 2017 and has been a contributing and meaningful -- has been contributing meaningful cash flows to the business ever since. WiLAN has a diverse collection of more than 4,000 patents that have been successfully licensed to more than 475 times to companies around the world, and the business today is led by a focused and experienced team of professionals. Regarding the strategic review for WiLAN, the process remains ongoing, and we continue to engage with interested parties. 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. Some priorities. Just before we move to the Q&A, I'll make a quick summary and identify some key priorities for the business right now. Overall, we continue to believe that this is a great time to be in the ITS industry. And it has multiple tailwinds as mentioned, including: one, the simple need for new and upgraded infrastructure; two, inadequate funding from traditional sources like the gas tax, which can be supplemented by newer tech-based user-driven solutions like tolling and enforcement; three, the U.S. federal government infrastructure bill, which should see billions allocated for new infrastructure projects in the coming year; and four, policy initiatives related to the sustainability, traffic management, enhanced safety are all driving government at all levels to look at tech-based infrastructure solutions. These tailwinds are having the effect of increasing the industry's outlook for growth into double-digit percentages, more than 10%. In this favorable industry environment, we have 2 strong ITS platform businesses in ETC and IRD. Both have talented teams, strong reputations in their respective fields and solid revenue backlogs and growing prospects for new business. Against this backdrop, our key priorities for 2023 are to: one, generate positive adjusted EBITDA in the ITS business, inclusive of all corporate segmenting costs. Improved financial performance in ITS is the #1 priority right now and along with Rusty Lewis, our Lead Director, and the leadership team at both ITS businesses, we are making enormous progress on this front. Two, continue with the ITS integration, moving towards a shared service model and further integration regarding the technology road map and sales synergies remains a key priority. Three, hire a new CEO. This is obviously a key priority, and we have a search firm in place, and we have launched this process. And four, of course, completing the WiLAN strategic review. This is a top priority and an essential stuff for us becoming the pure-play ITS business we've aspired to. With that, I'll open it up for Q&A.

I'm going to start with a couple of questions that have been sent in prior to the meeting, and then we will also look for online questions. I have a few questions that have come in. And once again, we've kind of categorized these into themes so that we don't ask the same question over again. Question number one, and this one is not a surprise to me. It says Quarterhill has had 3 CEOs in the past 4 years and is now looking for a fourth. Why has it been so hard to keep a CEO? Does the Board take responsibility for this? Okay. So that's a 2-part question. So I'm going to answer the second part first, and absolutely, the Board does take responsibility for this. The challenge in the CEO role reflects the evolution of the business Quarterhill has had since it launched into sort of a pivot strategy back in 2017. Quarterhill was created in 2017 to pivot from an IP licensing business to a strategy that initially focused on the Internet of Things and potentially a consolidator. In 2018, we hired a CEO with significant pedigree in the tech M&A industry. I think everybody knows that, who pursued a roll-up strategy similar to that of Constellation. But this strategy proved to be very, very difficult. It was a crowded space, and we did not have a strong enough competitive position to build scale for that strategy. That CEO left, and we transitioned from there to M&A and ITS, building and scale and on the backbone of IRD that demonstrated a strong stable track record. And we did make 3 acquisitions back in 2021, including that of ETC. Integrations and financial results were well below expectations, and we weren't seeing the actions taken that were necessary to rectify the situation. So we continued to evolve the CEO role. And that's kind of where we are today. Quarterhill has exceptional ITS assets. We're working hard to create the conditions in the business so that the new leadership can take the ball and run with it, and we're making good progress on this front. But it's not going to happen overnight. And the next question kind of plays right off of that. It says, when will the new CEO be in place? And what are you looking for? It's impossible for me to say when a new CEO will be in place. I can tell you that a search firm has been selected. They have been engaged, and we have launched the process. But realistically, it's going to be in the second half of the year, I think, before we see a new CEO come into Quarterhill. Why has the WiLAN strategic review taken so long? I can't help but think that the longer it takes that the lower the value you might receive. This is a difficult asset to sell in a difficult market. I would say the primary reason that valuing a portfolio of patent assets requires more due diligence than what is typically required in any other kind of sale process. And if you can imagine looking at what the business model is of WiLAN, it's very difficult to ascertain what the value of that business is based on any kind of precedent, proxy or even a discounted cash flow. I would say that this was also stalled because we had some unexpected leadership changes at WiLAN about a year ago with the sudden and tragic passing of its CEO, Mike Vladescu. This certainly caused a pause in the process for some time. We certainly believe from a shareholders' perspective that Quarterhill is best as a pure-play ITS company versus a company with 2 business segments that are unrelated, and we are going to continue to pursue this course of action. And it's going to take the time that it needs to take to get concluded. I think I have one more question come in here. Actually, we have a couple more. There are now only 5 people on the Board. How many more do you plan to add and when? We would expect the Board to increase from its current level of 5. At a very minimum, you could count on the incoming CEO to be one addition and other additions will come in due course. And we will look for those individuals that bring experience and relevance to the -- to our business, particularly our ITS business. It says what are you doing to get the stock price up? I believe that we will ultimately move the share price higher and drive shareholder value by realizing the potential in our ITS business and, once again, I can't stress this enough, becoming a pure-play ITS business. It's a growing industry with multiple tailwinds in place that create the conditions for those positive trends to remain in place for many, many years to come. I think hiring a new CEO is obviously a key priority as well. I think that will help and just some strength and stability around the CEO's office, the Board. And ultimately, the share price is going to be a result of results. And I do think we will put better financial results on the board in our ITS business than we've ever seen in the past. And that remains a very key and very important priority to me, to the Board. And it will most certainly be a key priority to the incoming new CEO. That is all the questions I have. And with that, I think we can conclude the meeting. I think that concludes all of the matters before the annual meeting. I declare the meeting adjourned. Our Q1 2023 results will be issued on Wednesday, and we look forward to reporting to you further at that time. On behalf of the Board of Directors and the broader team of Quarterhill and our subsidiaries, I want to thank everybody for attending today's meeting. Thank you.