Thank you. Good morning, everyone, and thank you for joining us on this call today.

It's a pleasure for me to be here today and to be joined by Dave Cortens our new Interim CFO and Shaun McEwan who is assisting Dave in this transition - in his transition into this role. I'll start off with an update on recent developments, followed by an overview by an overview business activity in Q3.

As Shaun was CFO during the Q3 period he will then provide a more detailed look at some of the key numbers after which we will open it up for questions. Recent developments.

As you know on October 1st, we announced that Doug Parker had resigned from his executive and board positions at Quarterhill. We were very thankful to Doug for his efforts and his accomplishments during his time at Quarterhill and we wish him all the best in the future.

Since that announcement we have engaged in executive recruitment firm and a search for a CEO candidate is underway. In the interim it is business as usual for Quarterhill.

Each of our three portfolio companies has talented and experienced CEOs at the helm and they are interacting directly with the board while we conduct our CEO search. Additionally, our M&A team remains in place and they continue to execute on their mandate to identify and pursue acquisition opportunities that fit with our diversification strategy and or add incremental value to our platform businesses as tuck in acquisitions.

Recently we announced that Dave Cortens was appointed as Interim CFO and we are very pleased to have him join us in this role. At the time of his appointment Dave was the CFO of IRD, a role he has held there since 2012.

Dave is a very experienced public company CFO and has been a member of the Quarterhill family since our acquisition in 2017. Our shared history will facilitate a very smooth transition.

I’ll now take a look at some of the developments during the quarter. Q3 growth was driven primarily by [indiscernible] and IRD.

Revenue was up 30% year over year to $25.4 million and adjusted EBITDA was $2 million, up from negative $2.5 million in Q3 last year. We continue to have a strong balance sheet and we ended the quarter with $72.1 million of cash and cash equivalents and $77.1 million dollars in working capital.

Looking now at each of the businesses, I'll start with this year. In Q3 this year had its strongest quarter since our acquisition in 2017.

This was driven principally by an enterprise software license agreement. You'll recall that on our Q2 conference call we spoke about two large software license agreements that Visio [ph] had signed in July.

Ultimately, we recognized one of those contracts in September. Once certain - we recognized it in September once certain warranty and customer acceptance conditions were fully satisfied.

However the second contract was not completed in the quarter and the window of opportunity with that customer appears to be closed for the time being. Sean will address the earn out implications of these developments in his section.

The enterprise deal that was completed in the quarter is with a large integrated energy and chemical company with annual revenues of more than $20 billion. The customer contracted at Visio for work alliance suite of products and the agreement is comparable is comprised of the usual perpetual license maintenance and support elements.

As we said on our prior call, we are pleased to see this year complete a transaction and we believe it reflects the potential that the company has and the - and the potential that attracted us to them in the first place. While we don't expect these types of transactions to occur on a quarterly basis, we would look for this to be a catalyst for further large enterprise sales and partnership opportunities in the future.

IRD had a good Q3 with modest growth in revenue and solid expansion of both its growth gross margin and adjusted EBITDA margin compared to Q3 last year. Revenue and margin improvements were driven in part by several large projects that are underway in 2019.

Additionally last year we completed a restructuring at IRD which helped to optimize the cost base. While we have benefited from that leaner profile since, we've also continued to invest in the business and its growth potential.

As you are aware, we believe that IRD has strong prospects for both organic and acquisition growth. To help drive organic growth, IRD continues to invest in new products such as VectorSense and Vehicle in Motion, a vehicle information in motion and is building a good pipeline of opportunities for these new products with its – as broad global sticky customer base.

In fact IRDs new orders for the year remain ahead of plan and this pipeline has grown nicely year over year as well. We continue to like what we see from IRD and its leadership team.

We believe they are well suited for potential tuck in transactions - transactions to enhance its service office - offering and expand its growth opportunities. With Weiland [ph] Q3 was a less active quarter which is often the case coming on the heels of a stretch of strong performance like we had over the past three quarters.

Nevertheless Q3 saw licensing activity as well as continued portfolio expansion. First portfolio acquired in Q3 was from a [indiscernible] a pioneer in the delivery of audio and video data.

The acquired patents are related to adaptive bitrate streaming which is the primary way in which video is delivered over the Internet today. The second acquisition was from Media Tech headquartered in Taiwan.

Media Tech is a leading fabulous chipset provider to the mobile phones, smart TV, voice assistant devices, tablet and optical Blu ray markets. The acquired patents relate to air correction and memory control technologies.

This is the first licensing partnership transaction between Media Tech and Weiland. The third acquisition in Q3 was from Ram Semiconductors [ph], a leading semiconductor provider for industrial automotive consumer and PC communication applications.

The acquired patterns relate to advance semiconductor packaging technologies. This is the third portfolio acquired from RAM under the licensing partnership model.

On a year to date basis Weiland has generated strong revenues adjusted EBITDA and cash flows and is focused on concluding 2019 with a strong overall performance. To Weiland successful long term track record suggests by continuing to focus on its licensing and partnership strategies, the business can deliver significant cash flows, even though such results sometime evolve quarter by quarter variability, something that is prevalent throughout the patent licensing industry.

Weiland is actively working to stabilize and diversified revenue generating initiatives to address this quarterly variability. In terms of upcoming trial activity, we have several scheduled to begin in the next three to six months relating to our wireless patents.

The Apple damages retrial is set to commence in January 2020. The trial with LG is scheduled for late January 2020 and the trial with Canadian service providers, Bill, Rogers and Tellus [ph] is scheduled for later this month.

While Weiland is always open to having reasonable and serious discussions aimed at resolving any ongoing disputes, we are confident that in our positions and that the value of our intellectual property. Our teams remain focused on preparing for these trials, while at the same time continuing to pursue agreements with other potential licensees in our many licensing programs.

Lastly, Weiland’s business development team continues to strengthen relationships with our existing licensing partners and is actively engaging with several other new partners. These potential new partners have deep portfolios based on the industry leading technology and a clear interest in working with Weiland.

We believe that the strong and growing partnerships will continue to provide a strong pipeline of licensing opportunities that should drive future revenue and profitability for Weiland. Regarding our M&A activity as mentioned, our deal team remains in place and it is business as usual.

We have a robust pipeline of standalone and tuck in opportunities and the team continues their diligent efforts to advance the most - and promising opportunities towards completion. It is important to note that we are not shifting from our acquisition criteria.

We established for the company over the past few years, but recurring revenue positive EITDA and predictable cash flows and a committed management team are the characteristics we seek in a business. We will remain patient capital allocators and disciplined on valuations.

We recognize for this type of aggregation strategy to where transactions must be made at reasonable prices and or multiples. In summary, Quarterhills fundamentals remain strong.

We have a very solid balance sheet with $72 million in cash with essentially no debt. We have three portfolio companies led by strong capable management teams that are all delivering year over year improvements in revenue, adjusted EBITDA and we have a robust pipeline of M&A opportunities that we will continue to advance.

Acting only on those transactions that meet our strict deal criteria. With that, I'd like to turn it over to Shawn to take a closer look at the numbers.

Shaun?

Thanks, John. And good morning, everyone.

I'll start off with a look at revenue and a little more detail. Revenue growth in the quarter as John said was driven by Vizio [ph] IRD.

For the year to date period revenue was $107.6 million up more than 100% from the same period last year. This increase was driven by higher revenue at all through portfolio companies and in particular by us by Weiland which year to date has generated $56.6 million in revenue compared to $10.2 million in the comparable period last year.

Of note on a revenue segment basis license revenue was $10.5 million up more than 100% in the quarter. This was led by Vizio [ph] and the large contract that John just spoke about Weiland revenue also forms a key part of this category.

Recurring revenue was $4.7 million in Q3 compared to $6.3 million in the Q3 last year. A large portion of this revenue line comes from IRD.

Higher recurring revenue in Q3 2018 last year is more reflective of significant system upgrades that occurred last year which are a component of service contracts performed at a time and materials basis at IRD. Through 2019 IRD has achieved a 100% renewal rate on all term maintenance contracts and continues to see strong levels of service activity to meet customer demands primarily in the U.S.

market. Gross margin in Q3 was 41% compared to 26% in Q3 last year.

Year to date it was 47% compared to 18% last year. The Q3 improvement was due primarily to better margin performance at IRD and [indiscernible] While for the year to date period increased gross margins were due to better performance from all three businesses and in particular Weiland as I said.

And as I said Q3 operating expenses include a special recharge recovery $11.6 million contingent liability related to the earned agreement payment in the Visio [ph] acquisition. You'll recall that in Q2 we took a $10.6 million non-cash charge related to this Visio.

The contingent liability recovery is in part a reversal of that charge and comes as a result of Visio not meeting its requirements for the Earnhardt payment. For visit to have achieved the Earnhardt it had to meet certain financial target for the period from April 1 2017 to July 31 2019.

At the time of our Q2 call it appeared that Visio might meet that target based on these two large software license deals signed literally on July 30 first. However as John outlined in his comments those two agreements were not delivered within the year no time for it and to date only one of them has actually resulted in some revenue recognition.

Consequently there are no target was not achieved and the contingent liability associated with the Earnhardt was reversed in Q3. Including that $11.6 million special charge recovery operating expenses for Q3 2019 were $13.7 million compared to fourteen $14.4 million in the comparable period last year and last year excluding $2.3 million special charge in that period.

Operating expenses decreased year over year due primarily to the restructuring that IRD and Weiland that took place in 2018, as well as Quarterhill overall ongoing focus on cost control. Adjusted EBITDA improved by $4.5 million in Q3 to end at $2.0 million from a negative $2.5 million in the comparable period last year.

For the year to date period adjusted EBITDA improved by $41.2 million and ended at $27.4 million up from a negative $13.8 million last year. Stronger adjusted EBITDA performance in 2019 reflects improved operations from all three portfolio companies.

Cash used in operations was $9.8 million in Q3 due primarily to an increase in accounts receivable, a significant portion of which was collected after the end of the quarter and ultimately a decrease in accounts payable and accrued liabilities principally in our licensing segment. Year to date cash generated from operations was $11.9 million compared to cash used in operations of $17.9 million in the same period last year.

Cash from operations in 2019 has benefited from the improved financial performance in all three businesses and in particular from Weiland which has generated $23.8 million of adjusted EBITDA a year to date. Turning to the balance sheet as John indicated we ended the quarter with $72.1 million in cash and cash equivalents up from $67.3 million at year end.

And finally during Q3 we paid dividends of $1.1 million. And then this morning in our earnings release we announced details of our next dividend payment.

The board of directors has declared an eligible dividend of Canadian one point to five cents per share, payable on January 10th 2020 for shareholders of record on December 13th 2019. This concludes my review of the financial results and I'll now turn the call back to the operator for questions.

Thanks, good morning everyone. I understand - I understand that the M&A team business - development team remains in place and it continues to be business as usual but is it reasonable to assume that Quarterhill is unlikely to deliver a material deployment of capital until the C Suite share has been filled and potentially so we should expect if any transactions would be more tucking in nature and at least the near-term.

As expected, I think. What can you tell us about what you're seeing or what your team is seeing in terms of the valuations of those types of tuck in assets given that you know the public markets for a smaller tech assets appears to have been a bit more choppy of late?

You know, we still continue to see assets that are for sale that look kind of reasonable in terms of pricing and then you have to get a layer down on them to understand why and what the nature of them are. And there is going to be as we as I just mentioned the opportunity for strategic acquisitions in which you know the price is not the only driving factor in the ability to maybe secure those assets.

So it really becomes you know - you know deep due diligence exercise to try and find the right assets and then be understand why we can get those assets at a valuation that hits are our criteria and our filter. And I have to say we've been very diligent in looking at those assets and we do have like I said earlier a pipeline of opportunities that that is moving through that process.

But in terms of the valuation expectations that are out there would you say then there's been no change. I understand that that's only one of a number of factors you're considering but I would be interested in the perspective.

Yes, I think it's only one of a number of factors and I think Doug it's also a factor of who you may be bidding against. Right.

You know there are as you all know some PE companies that just need assets and we're not going to get into a pure bidding war on any asset that you know we might just know that from the get go is just going to get sold at a valuation that just doesn't hit our criteria. And that probably means it wasn't overly strategically important for us at the same time.

So you know I do see a bit of the what we call the pricing this coming off a little bit in terms of pricing that might be it might be seasonal and might just be some market dynamics. But you know I still am very optimistic in terms of what I see in our pipeline in terms of good assets at right valuations.

Understood. Question for Shaun or perhaps Dave and welcome to this forum Dave.

Regarding the - so the Vizier [ph] earn out. Is that now closed and there's not expected to be any flip flop going forward at the time.

Just remind us of the timeline that's completely finished now with respect to when they can deliver the revenue to achieve their earnings.

Yeah, they're not period strong but the way they earn it period covers from April 1 2017 until July 31 2009. Right.

Well the opportunity to hard to that is gone. It's complete the window is closed.

So even if this deal that a slip was signed or you know came to fruition and we'll get into you know the nuance there it wouldn't go back and retroactively trigger anything.

Correct.

Okay. And you mentioned in your prepared remarks that that second transaction the probability of closing the window is closing the window closing - how should we handicap whether you like are you signaling that it's unlikely to happen or less likely than it is to go forward or how should we read that in terms of you know our expectations going forward?

Without actually providing guidance on his Doug - the reality of the customer the customer ultimately reached out and started to change the terms of the deal dramatically. Right.

They started demanding things like prototyping and acceptance criteria and things of that nature. So while the busy team believes that that's still a doable contract in the early part of next year perhaps right the reality is it still has to be delivered on and probably renegotiated and reconfigured so.

Okay. Working capital swung negatively this quarter.

Is it fair to assume that part of this was the receivables on the other large video deal you mentioned with the chemical company and has that since been captured and is sitting on your balance sheet in cash now?

That is correct. It's also a bit of a victim if you want to call about a highly successful Q2 with wireline in which all the receivables were collected and the payables were still sitting on the books at the end of the quarter and those payables are now going to a little bit of positive on both sides.

Okay. That's helpful color.

Thank you. I will pass on.

Good morning, everyone. All right guys if this was answered in the early part of the call, I got on a little bit late.

So if I look at the revenue segmentation $8.7 million for enterprise is that essentially all [indiscernible]?

Yes.

And is that elevated this quarter and this quarter only because of that single contracted and dropped it back down to the $3 million or $4 million a quarter range or is this a new level for that business?

I would say the one big contract had a dramatic impact on this particular quarter.

Okay. And that is not a one-time impact or recurring revenue from that large contract?

Like I think John said at the very beginning of his commentary there is a piece of software license which is an upfront, that's kind of like one time. There's some systems and services related implementation and that's more or less timing materials and the services line and then there is there is a fairly significant recurring revenue that comes from the maintenance function.

The majority of busy [ph] is maintenance like most software or enterprise software companies. It's sort of in the 22% to 28% of the license price.

So you know when you do a multi-million dollar license you get a multimillion dollar revenue stream for the next number of years related to the maintenance contract and invasion [ph] has been very successful at maintaining its maintenance. So while North of 90% percent renewal rate on an annual basis.

So you know it's got the potential to be a dramatic long term impact on the recurring revenue base.

I mean, is there any color you can provide in terms of you know the last few quarters you know you've been at sort of a you know two and a half three million dollars with the new business is it now on a recurring basis is there any color you can provide on that?

In terms of - not given a long term forecast. But you know the reality is the recurring revenue as a result of it particularly there's one big contract as well as the ongoing work to visitors doing out in the street.

We should see a reasonably significant improvement in the recurring revenues for the foreseeable future.

Okay. That's helpful.

And then the only other question I had was on deck. So just a little bit below $14 million in the quarter, is this all the restructuring done now so you know barring any outsize Weiland quarters debt that's about the run right run rate OpEx level?

We continue to try to sort of streamline operations at the quarter level. Looking at ways to cut our expenses at that level you know.

But again any changes there. Not a restructuring kind of per say is just sort of streamlining the operations.

It'll have a small impact on not taking it down a little bit from there but for the most part in the operational businesses that kind of expense base is pretty well status quo.

Okay. Great.

Appreciate the color. Thanks a lot.

Hey good morning guys. Just maybe for John, is there any color you can provide just on kind of the executive search efforts ongoing in terms of how advanced those processes are and kind of the candidate flow that you're seeing?

Well it's early days as you can well imagine. But I can tell you this was an activity that the board did not sit on and wait until we could convene.

We formed a committee immediately after Doug's resignation and we did go out to the market and interviewed and talked with many executive search firms. We have engaged one.

I think that you know we will start to see sort of indicative profiles within I'm going to say the next 30 days and now that doesn't mean that those are hard candidates and so forth. But you know we will start to see profiles of the type of individuals that may be in the market within the next 30 days or so.

You know it's Gavin Gavin's impossible to predict how long this search may take. I mean we may see somebody that we like very quickly and we may just have to cast the net a little wider and a little farther in order to catch the right ratio candidate.

So I can't really predict for you when that. You know what that timeline looks like except to say that it is a major focus of the board to stay on top of this and push this as hard as we can as fast as we can to get the right outcome.

That's fair. And then just lastly for me maybe for Shaun.

So the jump in SG&A [indiscernible]

Pretty much.

Got it.