Quarterhill Announces Q2 2017 Financial Results

Shift in strategy driving revenue growth

OTTAWA, Aug. 10, 2017 /PRNewswire/ - Quarterhill Inc. ("Quarterhill" or the "Company") (TSX:QTRH) (NASDAQ:QTRH), announces its financial results for the three- and six-month periods ended June 30, 2017. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

Second Quarter Highlights

    --  Revenue of $18.6 million
    --  Adjusted EBITDA* of $4.8 million
    --  Net income of $3.6 million, or $0.03 per share
    --  Cash from operations of $3.1 million
    --  Announced a new acquisition-oriented growth strategy and changed the
        name of the public company to Quarterhill
    --  Acquired International Road Dynamics ("IRD"), a highway traffic
        management technology company specializing in supplying products and
        systems to the global Intelligent Transportation Systems industry, on
        June 1, 2017
    --  Acquired VIZIYA Corp ("VIZIYA"), a software and services provider that
        helps companies optimize their asset performance, on May 4, 2017
    --  Completed the first tuck-in acquisition - iCOMS Detections S.A

"Q2 was a significant period for the Company as we launched a major shift in our growth strategy by transitioning our public parent company into a diversified investment holding firm focused on acquiring companies in the Industrial Internet of Things market," said Shaun McEwan, Interim CEO of Quarterhill. "We quickly began executing on our new plan and completed the acquisitions of IRD and VIZIYA in the quarter. As part of the new strategy, we renamed the public company Quarterhill, and kept the WiLAN name with our patent license business, which will continue to operate as one of the Company's investments."

"Our new strategy reflects our belief that the best path to grow the business and shareholder value is to acquire promising growth companies and support them while they build their businesses. This diversification strategy will add additional lines of business to the overall public Company, which will open-up new revenue and cash flow streams, and mitigate the lumpiness that we had experienced in the past. This is evident already; even though the acquired businesses had only a partial contribution to our Q2 financials, we are already seeing the positive impact they can have on our revenue and margins."

Approval of Eligible Dividend
The Board of Directors has declared an eligible quarterly dividend of CDN $0.0125 per common share payable on October 5, 2017, to shareholders of record on September 15, 2017.

Business Strategy and Segments
Quarterhill is developing a portfolio of established businesses having histories of generating cash flows from their operations in the "Technology", "Mobility", "Factory" and "City" vertical segments of the Industrial "Internet of Things" market. As of June 30, 2017, the Company had investments in three of its four targeted vertical segments: Technology (WiLAN), Mobility (IRD), and Factory (VIZIYA).

Quarterhill's goal is to build a consistently profitable company with a diversified investment base and global market presence within its vertical segments to increase shareholder value by emphasizing the importance of recurring revenue streams and the predictability of operating results. The Company intends to achieve these objectives through a combination of organic growth and acquisitions.

Q2 and Year-to-Date 2017 Consolidated Financial Review
Quarterhill's consolidated financial results for Q2 2017 include contributions from its wholly owned subsidiaries; WiLAN, IRD and VIZIYA. Included in these consolidated financial results are IRD's results from operations for the period from June 1 to June 30, 2017, VIZIYA's results from operations for the period from May 4 to June 30, 2017, and WiLAN's results from operations for the entire quarter. The 2016 comparative period information presented represents solely WiLAN's results for the specified period. Certain comparative information has been restated to conform to the new basis of presentation.

Consolidated revenues for the three-months ended June 30, 2017 were $18.6 million, compared to $16.0 million in the same period last year, which represents an increase of $2.6 million or 16%. The increase was due to the partial contribution in Q2 2017 from the acquired IRD and VIZIYA businesses. Consolidated revenues for the six-months ended June 30, 2017 were $26.2 million, compared to $46.1 million in the same period last year.

Gross margin for the three-months ended June 30, 2017 was $9.0 million, or 48.8%, compared to $9.8 million, or 61%, in the same period last year. Gross margin for the six-months ended June 30, 2017 was $9.3 million, or 35%, compared to $31.9 million, or 69%, in the same period last year. Gross margin for the three- and six-month periods ended June 30, 2017 reflects contribution across all three vertical segments, compared to the same periods last year, which reflect only the operations of what is now the Company's Technology segment.

Operating expenses for the three-months ended June 30, 2017 were $12.4 million, compared to $12.6 million in the same period last year. Operating expenses include selling, general and administrative costs, research and development costs, and depreciation and amortization. The acquisitions this quarter resulted in an incremental $1.3 million in acquisition related expenses ad and an incremental $0.7 million in amortization related to acquired intangible assets. Operating expenses for the six-months ended June 30, 2017 were $20.2 million compared to $25.3 million in the same period last year.

Adjusted EBITDA for the three-months ended June 30, 2017 was $4.8 million, or $0.04 per basic Common Share, compared to $7.0 million, or $0.06 per basic Common Share, in the same period last year. The difference primarily reflects the lower adjusted EBITDA performance of our Technology segment due to its lower revenues, which was partially offset by the addition of adjusted EBITDA from each of our acquired businesses. For the six-months ended June 30, 2017, adjusted EBITDA was $2.6 million, or $0.02 per basic Common Share, compared to $26.7 million, or $0.22 per basic Common Share, in the same period last year, which reflects the significantly lower revenues generated in our Technology segment year-over-year.

Net income for three-months ended June 30, 2017 was $3.6 million, or $0.03 per basic and diluted Common Share, compared to a net loss of ($3.2) million or ($0.03) per basic and diluted Common Share in the same period last year. For the six-months ended June 30, 2017, net loss was ($3.6) million, or ($0.03) per basic and diluted Common Share, compared to net income of $1.8 million, or $0.01 per basic and diluted Common Share, in the same period last year.

Cash generated from operations for three-months ended June 30, 2017 was $3.1 million, compared to $8.3 million in the same period last year. Cash generated from operations for six-months ended June 30, 2017 was $11.5 million compared to $23.1 million in the same period last year.

Cash and cash equivalents and short-term investments amounted to $49.0 million at June 30, 2017, compared to $107.7 million at December 31, 2016. The decrease is primarily attributable to $66.3 million spent on the acquisitions of IRD and VIZIYA, which was partially offset by cash generated from operations of $11.5 million in the six-month period.

The table below highlights financial performance for the Company's Technology, Mobility and Factory segments. For detailed results and discussion related to these segments, please refer to the Management's Discussion and Analysis ("MD&A") document, which will be filed on Sedar and at www.quarterhill.com in the investor section.


                                    For the three months ended June 30, 2017
                                    ----------------------------------------

                         Technology  Mobility     Factory    Corporate      Total
                         ----------  --------     -------    ---------      -----

    Revenues                          $12,048                    $4,648            $1,915 $          -    $18,611

    Cost of revenues
     (excluding
     depreciation and
     amortization)                      6,368                     2,752               401            -      9,521
    -----------------                   -----                     -----               ---          ---      -----

                                        5,680                     1,896             1,514            -      9,090

    Selling, general and
     administrative                     1,772                       972               876          594       4,214

    Research and
     development                            -                      308               360            -        668

    Depreciation of
     property, plant and
     equipment                             88                        48                34            -        170

    Amortization of
     intangibles                        5,321                       236               471            -      6,028

    Special charges                         -                        -                -       1,294       1,294
    ---------------                       ---                      ---              ---       -----       -----

    Results from
     operations                       (1,501)                      332             (227)     (1,888)    (3,284)

    Finance income                      (173)                        -                -        (61)      (234)

    Finance expense                         -                       11                 3            -         14

    Foreign exchange
     loss (gain)                        (100)                      286                41        (653)      (426)

    Other expense
     (income)                               -                     (69)                -           -       (69)
    -------------                         ---                      ---               ---         ---        ---

    Income before taxes               (1,228)                      104             (271)     (1,174)    (2,569)

    Current income tax
     expense (recovery)                   691                       101                39            -        831

    Deferred income tax
     expense (recovery)               (1,877)                     (62)            (194)     (4,876)    (7,009)
    -------------------                ------                       ---              ----       ------      ------

    Income tax expense
     (recovery)                       (1,186)                       39             (155)     (4,876)    (6,178)
    ------------------                 ------                       ---              ----       ------      ------

    Net income (loss)                   $(42)                      $65            $(116)      $3,702      $3,609
    ================                     ====                       ===             =====       ======      ======


    Adjusted EBITDA                     3,934                       810               520        (504)      4,760


    Other reconciling
     items:

    Effect of deleted
     deferred revenue                       -                       25               242            -        267

    Increased costs from
     inventory step-up                      -                      137                 -           -        137

    Stock based
     compensation                          26                        32                 -          90         148


                                    For the six months ended June 30, 2017
                                    --------------------------------------

                         Technology Mobility     Factory    Corporate      Total
                         ---------- --------     -------    ---------      -----

    Revenues                         $19,626                    $4,648            $1,915 $          -    $26,189

    Cost of revenues
     (excluding
     depreciation and
     amortization)                    13,762                     2,752               401            -     16,915
    -----------------                 ------                     -----               ---          ---     ------

                                       5,864                     1,896             1,514            -      9,274

    Selling, general and
     administrative                    4,174                       972               876          594       6,616

    Research and
     development                           -                      308               360            -        668

    Depreciation of
     property, plant and
     equipment                           179                        48                34            -        261

    Amortization of
     intangibles                      10,624                       236               471            -     11,331

    Special charges                        -                        -                -       1,294       1,294
    ---------------                      ---                      ---              ---       -----       -----

    Results from
     operations                      (9,113)                      332             (227)     (1,888)   (10,896)

    Finance income                     (391)                        -                -        (61)      (452)

    Finance expense                        -                       11                 3            -         14

    Foreign exchange
     loss (gain)                       (385)                      286                41        (653)      (711)

    Other expense
     (income)                              -                     (69)                -           -       (69)
    -------------                        ---                      ---               ---         ---        ---

    Income before taxes              (8,337)                      104             (271)     (1,174)    (9,678)

    Current income tax
     expense (recovery)                1,434                       101                39            -      1,574

    Deferred income tax
     expense (recovery)              (2,500)                     (62)            (194)     (4,876)    (7,632)
    -------------------               ------                       ---              ----       ------      ------

    Income tax expense
     (recovery)                      (1,066)                       39             (155)     (4,876)    (6,058)
    ------------------                ------                       ---              ----       ------      ------

    Net income (loss)               $(7,271)                      $65            $(116)      $3,702    $(3,620)
    ================                 =======                       ===             =====       ======     =======


    Adjusted EBITDA                    1,747                       810               520        (504)      2,573


    Other reconciling
     items:

    Effect of deleted
     deferred revenue                      -                       25               242            -        267

    Increased costs from
     inventory step-up                     -                      137                 -           -        137

    Stock based
     compensation                         57                        32                 -          90         179

Conference Call and Webcast
WiLAN will conduct a conference call to discuss its financial results today at 10:00 AM Eastern Time.

Call Information
The live audio webcast will be available at http://event.on24.com/wcc/r/1465983-1/476A2A33D8B4F83D6332197F41AF0594

    --  To access the call from Canada and U.S., dial 1.888.231.8191 (Toll Free)
    --  To access the call from other locations, dial 1.647.427.7450
        (International)

Replay Information
A webcast of the call will be available at http://event.on24.com/wcc/r/1465983-1/476A2A33D8B4F83D6332197F41AF0594
A telephone replay will be available from 1:00 PM ET on August 10, 2017 until 11:59 PM ET on August 17, 2017 at: 1.855.859.2056 (Toll Free) or 1.416.849.0833 (International).
Conference ID #: 54032419

Non-GAAP Disclosure*
Quarterhill follows U.S. GAAP in preparing its interim and annual financial statements. We use the term "Adjusted EBITDA" to mean net income from continuing operations before: (i) income taxes; (ii) finance expense or income; (iii) amortization of intangibles; (iv) special charges; (v) depreciation of property, plant and equipment; (vi) effects of deleted deferred revenue; (vii) the effects of fair value step up in inventory acquired, and (viii) stock based compensation. Adjusted EBITDA is used by Quarterhill management to assess our normalized cash generated on a consolidated basis and in our operating segments. Adjusted EBITDA is also a performance measure that may be used by investors to analyze the cash generated by Quarterhill and our operating segments. ADJUSTED EBITDA IS NOT A MEASURE OF FINANCIAL PERFORMANCE UNDER U.S. GAAP. IT DOES NOT HAVE ANY STANDARDIZED MEANING PRESCRIBED BY U.S. GAAP AND IS THEREFORE UNLIKELY TO BE COMPARABLE TO SIMILARLY TITLED MEASURES USED BY OTHER COMPANIES. EBITDA SHOULD NOT BE INTERPRETED AS AN ALTERNATIVE TO NET EARNINGS AND CASH FLOWS FROM OPERATIONS AS DETERMINED IN ACCORDANCE WITH U.S. GAAP OR AS A MEASURE OF LIQUIDITY.

About Quarterhill
Quarterhill is a diversified investment holding company focused on growing its business by acquiring technology companies in the Industrial Internet of Things ("IIoT") segment across multiple verticals. Quarterhill targets companies with a broad range of products and services that capture, analyze and interpret data, and that have strong financial performance, excellent management teams, strong intellectual property underpinnings and significant opportunities to develop long-term recurring and growing revenue streams. Quarterhill is listed on the TSX and NASDAQ under the symbol QTRH. For more information: www.quarterhill.com.

Forward-looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other United States and Canadian securities laws. Forward-looking statements and forward-looking information are based on estimates and assumptions made by Quarterhill in light of its experience and its perception of historical trends, current conditions, expected future developments and the expected effects of new business strategies, as well as other factors that Quarterhill believes are appropriate in the circumstances. Many factors could cause Quarterhill's actual performance or achievements to differ materially from those expressed or implied by the forward-looking statements or forward-looking information. Such factors include, without limitation, the risks described in its February 10, 2017 annual information form for the year ended December 31, 2016 (the "AIF"). Copies of the AIF may be obtained at www.sedar.com or www.sec.gov. Quarterhill recommends that readers review and consider all of these risk factors and notes that readers should not place undue reliance on any of Quarterhill's forward-looking statements. Quarterhill has no intention, and undertakes no obligation, to update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

All trademarks and brands mentioned in this release are the property of their respective owners.

Quarterhill Inc.
Condensed Consolidated Interim Statements of Operations
(in thousands of United States dollars, except share and per share amounts) (unaudited)


                                                                          For the three months ended,              For the six months ended,
                                                                          ---------------------------              -------------------------

                                                                                           June 30,                June 30,                 June 30,                 June 30,
                                                                                                     2017               2016                       2017                     2016
                                                                                                     ----               ----                       ----                     ----


    Revenues                                                                          $18,611                          $15,961                                $26,189                 $46,121

    Cost of revenues (excluding depreciation and amortization)                          9,521                            6,293                                 16,915                  14,263
    ---------------------------------------------------------                           -----                            -----                                 ------                  ------

                                                                                        9,090                            9,668                                  9,274                  31,858

    Operating expenses

    Selling, general and administrative                                                 4,214                            2,646                                  6,616                   5,186

    Research and development                                                    668                              -                                     668                         -

    Depreciation of property, plant and equipment                                         170                              106                                    261                     213

    Amortization of intangibles                                                         6,028                            9,850                                 11,331                  19,872

    Special charges                                                           1,294                              -                                   1,294                         -
    ---------------                                                           -----                            ---                                   -----                       ---

                                                                                       12,374                           12,602                                 20,170                  25,271
                                                                                       ------                           ------                                 ------                  ------

    Results from operations                                                           (3,284)                         (2,934)                              (10,896)                  6,587


    Foreign exchange (gain) loss                                                        (426)                           (114)                                 (711)                  (277)

    Finance (income)                                                                    (234)                           (120)                                 (452)                  (238)

    Finance expenses                                                             14                              -                                      14                         -

    Other expense (income)                                                     (69)                             -                                    (69)                        -
    ---------------------                                                       ---                            ---                                     ---                       ---

    Income before taxes                                                               (2,569)                         (2,700)                               (9,678)                  7,102


    Current income tax expense (recovery)                                                 831                              837                                  1,574                   3,860

    Deferred income tax expense (recovery)                                            (7,009)                           (385)                               (7,632)                  1,474
    -------------------------------------                                              ------                             ----                                 ------                   -----

    Income tax expense (recovery)                                                     (6,178)                             452                                (6,058)                  5,334
    ----------------------------                                                       ------                              ---                                 ------                   -----

    Net income (loss)                                                                  $3,609                         $(3,152)                              $(3,620)                 $1,768
    ================                                                                   ======                          =======                                =======                  ======


    Net Income (loss) per share

                                                Basic and fully diluted                   $0.03                          $(0.03)                               $(0.03)                  $0.01


    Weighted average number of common shares

                                                Basic and fully diluted 118,587,106                119,255,090        118,579,684                119,768,540

Quarterhill Inc.
Supplemental Condensed Consolidated Interim Statement of Operations Information
(in thousands of United States dollars, except share and per share amounts) (unaudited)


                                                                              For the three months             For the six months
                                                                                     ended,                          ended,
                                                                                     ------                          ------

                                                                         June 30,               June 30,  June 30,             June 30,
                                                                              2017                   2016       2017                   2016
                                                                              ----                   ----       ----                   ----

    Revenues

                                                               Licenses                 $12,842               $15,961                         $20,420   $46,121

                                                               Systems                    3,067                     -                          3,067         -

                                                               Services                     714                     -                            714         -

                                                               Recurring                  1,988                     -                          1,988         -

    Total Revenues                                                                    $18,611               $15,961                         $26,189   $46,121
    ==============                                                                    =======               =======                         =======   =======


    Cost of revenues (excluding depreciation and amortization)

                                                               License                   $6,448                $6,293                         $13,842   $14,263

                                                               Systems                    1,898                     -                          1,898         -

                                                               Services                     321                     -                            321         -

                                                               Recurring                    854                     -                            854         -
                                                               ---------                    ---                   ---                            ---       ---

    Total cost of revenues                                                             $9,521                $6,293                         $16,915   $14,263
    ======================                                                             ======                ======                         =======   =======

Quarterhill Inc.
Condensed Consolidated Interim Statements of Comprehensive Income
(in thousands of United States dollars, except share and per share amounts) (unaudited)


                                                           For the three months        For the six months
                                                                  ended,                     ended,
                                                                  ------                     ------

                                                      June 30,              June 30,        June 30,          June 30,
                                                           2017                   2016                  2017          2016
                                                           ----                   ----                  ----          ----


     Net income (loss)                                             $3,609                          $(3,152)                $(3,620)   $1,768


     Other comprehensive
      income (loss):

                         Foreign currency translation
                         adjustment                                     533                                 -                     533         -


    Comprehensive income                                           $4,142                          $(3,152)                $(3,087)   $1,768
                                                                   ======                           =======                  =======    ======

Quarterhill Inc.
Condensed Consolidated Interim Balance Sheets
(in thousands of United States dollars, except share and per share amounts) (unaudited)


    As at                                                       June 30, 2017 December 31,
                                                                                      2016
    ---                                                                               ----

    Current assets

                            Cash and cash equivalents                                $44,315     $106,553

                            Short-term investments                                     1,194        1,154

                            Restricted Short-term investments                          3,500            -

                            Accounts receivable                                       13,001       20,357

                            Other current assets                                          45            -

                            Unbilled revenue                                           4,011            -

                            Income taxes receivable                                      171            -

                            Inventories                                                5,391            -

                            Loans receivable                                           1,918        1,766

                            Prepaid expenses and deposits                              4,013        1,293
                            -----------------------------                              -----        -----

                                                                                    77,559      131,123

    Non-current assets

                            Property Plant and Equipment                               4,153        1,240

                            Intangible assets                                        152,126      123,351

                            Investment in joint venture                                3,179            -

                            Deferred income tax assets                                22,591       14,646

                            Goodwill                                                  41,123       12,623
                            --------                                                  ------       ------

    TOTAL ASSETS                                                                  $300,731     $282,983
    ============                                                                  ========     ========


    Liabilities

    Current liabilities

                            Bank indebtedness                                         $3,827 $          -

                             Accounts payable and accrued
                             liabilities                                              13,297       15,645

                            Income taxes payable                                         646            -

                             Current portion of patent finance
                             obligation                                                5,362       10,372

                            Current portion of deferred revenue                        6,722            -

                            Current portion of long-term debt                             99            -
                            ---------------------------------                            ---          ---

                                                                                    29,953       26,017

    Non-current liabilities

                            Acquisition notes payable                                  6,450            -

                            Patent finance obligation                                 15,195       12,775

                            Success fee obligation                                         -          47

                            Deferred revenue                                             475            -

                            Long-term debt                                               383            -

                            Deferred income tax liabilities                            9,124            -
                            -------------------------------                            -----          ---

    TOTAL LIABILITIES                                                               61,580       38,839
    -----------------                                                               ------       ------

    Shareholders' equity

                            Capital stock                                            418,838      419,485

                            Additional paid-in capital                                22,005       21,036

                             Accumulated other comprehensive
                             income                                                   16,758       16,225

                            Deficit                                                (218,450)   (212,602)
                            -------                                                 --------     --------

                                                                                   239,151      244,144
                                                                                   -------      -------

    TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY                                                         $300,731     $282,983
    =====================                                                         ========     ========

Quarterhill Inc.
Condensed Consolidated Interim Statements of Cash Flows
(in thousands of United States dollars, except share and per share amounts) (unaudited)


                                                                                                                         For the six months ended,
                                                                                                                         -------------------------

                                                                                                                  June 30, 2017               June 30, 2016
                                                                                                                  -------------               -------------

    Cash generate from (used in):

    Operations

                                                                  Net earnings (loss)                                                $(3,620)                         $1,768

                                                                  Non-cash items

                                                                  Stock-based compensation                                                179                             154

                                                                  Depreciation and amortization                                        11,592                          20,086

                                                                  Foreign exchange (gain) loss                                          (146)                 (390)

                                                                  Earnings from joint venture                                            (69)                     -

                                                                  Gain (Loss) on disposal of assets                                         -                    13

                                                                  Deferred income tax expense (recovery)                              (7,632)                 1,474

                                                                  Accrued investment income                                             (150)                 (128)

                                                                  Embedded Derivatives                                                     10                      -

                                                                  Changes in non-cash working capital balances

                                                                  Accounts receivable                                                  18,818                    824

                                                                  Unbilled revenue                                                        862                      -

                                                                  Inventories                                                             686                      -

                                                                  Prepaid expenses and deposits                                         (436)                   140

                                                                  Deferred Revenue                                                        591                      -

                                                                  Payments associated with success fee obligation                       (492)               (1,732)

                                                                  Accounts payable and accrued liabilities                            (9,236)                   853

                                                                  Income taxes payable                                                    525                      -
                                                                  --------------------                                                    ---                    ---

    Cash generated from operations                                                                                         11,482                             23,062

    Financing

                                                                  Dividends paid                                                      (2,228)                        (2,242)

                                                                  Bank indebtedness                                                     1,523                               -

                                                                  Long Term debt                                                         (24)                              -

                                                                   Common shares repurchased under normal course
                                                                   issuer bid                                                           (552)                        (3,123)

                                                                   Common shares issued for cash on the exercise
                                                                   of options                                                               -                             11

                                                                   Common shares issued for cash from Employee
                                                                   Share Purchase Plan                                                     33                              35
                                                                  --------------------------------------------                            ---                             ---

    Cash used in financing                                                                                                (1,248)                           (5,319)
    ----------------------                                                                                                 ------                             ------

    Investing

                                                                  Acquisition of Viziya, net of cash acquired                        (18,521)                              -

                                                                  Acquisition of IRD, net of cash acquired                           (47,782)                              -

                                                                  Pruchase of short-term investment                                   (3,500)                              -

                                                                  Purchase of property and equipment                                    (114)                           (39)

                                                                  Repayment of patent finance obligations                             (2,778)                        (2,777)

                                                                  Purchase of intangibles                                                 (4)                        (6,150)
                                                                  -----------------------                                                 ---                          ------

    Cash used in investing                                                                                               (72,699)                           (8,966)
    ----------------------                                                                                                -------                             ------

    Foreign exchange loss (gain) on cash held in foreign currency                                                             227                                310
    -------------------------------------------------------------                                                             ---                                ---

    Net increase (decrease) in cash and cash equivalents                                                                 (62,238)                             9,087

    Cash and cash equivalents, beginning of period                                                                        106,553                             93,431
    ----------------------------------------------                                                                        -------                             ------

    Cash and cash equivalents, end of period                                                                              $44,315                           $102,518
    ========================================                                                                              =======                           ========

Quarterhill Inc.
Condensed Consolidated Statements of Shareholders' Equity
(in thousands of United States dollars, except share and per share amounts) (unaudited)


                                                                       Capital    Additional           Accumulated    Deficit           Equity
                                                                        Stock       paid in                Other
                                                                                    Capital           Comprehensive
                                                                                                          Income
                                                                                                          ------


    Balance - December 31, 2015                                                            $427,781                           $16,549            $16,225    $(219,177)           $241,378


    Comprehensive earnings:

                                Net income                                                          -                                -                 -        1,768               1,768

                                Other Comprehensive Income                                          -                                -                 -            -                  -

    Shares and options issued:

                                Stock-based compensation expense                                    -                              154                  -            -                154

                                 Conversion of deferred stock units to
                                 common shares                                                    116                                 -                 -            -                116

                                Exercise of stock options                                          17                               (6)                 -            -                 11

                                 Sale of shares under Employee Share
                                 Purchase Plan                                                     35                                 -                 -            -                 35

    Shares repurchased under
     normal course issuer bid                                             (6,274)                               3,151                          -          -            (3,123)

    Dividends declared                                                                            -                                -                 -      (2,245)            (2,245)
    ------------------                                                                          ---                              ---               ---       ------              ------

    Balance - June 30, 2016                                                                $421,675                           $19,848            $16,225    $(219,654)           $238,094
    =======================                                                                ========                           =======            =======     =========            ========


    Balance - December 31, 2016                                                             419,485                            21,036             16,225     (212,602)            244,144


    Comprehensive earnings:

                                Net loss                                                            -                                -                 -      (3,620)            (3,620)

                                Other Comprehensive Income                                          -                                -               533             -                533

    Shares and options issued:

                                Stock-based compensation expense                                    -                              179                  -            -                179

                                Shares issued upon acquisition                                    662                                 -                 -            -                662

                                 Sale of shares under Employee Share
                                 Purchase Plan                                                     33                                 -                 -            -                 33

                                 Shares repurchased under normal
                                 course issuer bid                                            (1,342)                              790                  -            -              (552)

    Dividends declared                                                                            -                                -                 -      (2,228)            (2,228)
    ------------------                                                                          ---                              ---               ---       ------              ------

    Balance - June 30, 2017                                                                $418,838                           $22,005            $16,758    $(218,450)           $239,151
    =======================                                                                ========                           =======            =======     =========            ========

Quarterhill Inc.
Reconciliations of GAAP Net Income (Loss) to Adjusted EBITDA
(in thousands of United States dollars, except share and per share amounts) (unaudited)


                                                                    For the three months ended,                   For the six months ended,
                                                                    ---------------------------                   -------------------------

    Adjusted EBITDA                                                        June 30, 2017                   June 30, 2016                June 30, 2017         June 30, 2016
    ---------------                                                        -------------                   -------------                -------------         -------------


    Net Income (Loss)                                                $3,609                      $(3,152)                                     $(3,620)                       $1,768


    Adjusted for:

                               Income tax expense                     (6,178)                          452                                       (6,058)                        5,334

                               Foreign exchange (gain) loss             (426)                        (114)                                        (711)                        (277)

                               Finance expense                             14                             -                                           14                             -

                               Finance (income)                         (234)                        (120)                                        (452)                        (238)

                               Special charges                          1,294                             -                                        1,294                             -

                               Amortization of intangibles              6,028                         9,850                                        11,331                        19,872

                                Depreciation of property, plant
                                and equipment                             170                           106                                           261                           213

                               Effect of deleted deferred revenue         267                             -                                          267                             -

                                Increased costs from inventory
                                step-up                                   137                             -                                          137                             -

                               Stock based compensation                   148                             -                                          179                             -

                               Other expense (income)                    (69)                            -                                         (69)                            -
                               ---------------------                      ---                           ---                                          ---                           ---

    Adjusted EBITDA                                                  $4,760                        $7,022                                        $2,573                       $26,672
    ===============                                                  ======                        ======                                        ======                       =======


                                                                  For the three months ended,                 For the six months ended,
                                                                  ---------------------------                 -------------------------

    Adjusted EBITDA per share                                            June 30, 2017                 June 30, 2016                June 30, 2017         June 30, 2016
    -------------------------                                            -------------                 -------------                -------------         -------------


    Net Income (Loss)                                                 $0.03                       $(0.03)                                      $(0.03)                        $0.01


    Adjusted for:

                               Income tax expense                      (0.05)                            -                                       (0.05)                         0.04

                               Foreign exchange                             -                            -                                       (0.01)                            -

                               Finance expense                              -                            -                                            -                            -

                               Finance income                               -                            -                                            -                            -

                               Special charges                           0.01                             -                                         0.01                             -

                               Amortization of intangibles               0.05                          0.08                                          0.10                          0.17

                                Depreciation of property, plant
                                and equipment                               -                            -                                            -                            -

                               Effect of deleted deferred revenue           -                            -                                            -                            -

                                Increased costs from inventory
                                step-up                                     -                            -                                            -                            -

                               Stock based compensation                     -                            -                                            -                            -

                               Other expense (income)                       -                            -                                            -                            -
                               ---------------------                      ---                          ---                                          ---                          ---

    Adjusted EBITDA per share                                         $0.04                         $0.06                                         $0.02                         $0.22
    =========================                                         =====                         =====                                         =====                         =====


    Weighted average number of
     Common Shares

                               Basic                              118,587,106                   119,255,090                                   118,579,684                   119,768,540

SOURCE Quarterhill Inc.