Quarterhill Announces Second Quarter 2018 Financial Results

OTTAWA, Aug. 9, 2018 /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, 2018. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

Second Quarter 2018 Highlights

    --  Revenue of $20.4 million
    --  Recurring revenues of $6.8 million, representing 34% of total revenue
    --  Adjusted EBITDA* of ($4.0) million
    --  Net loss of ($7.9) million, or ($0.07) per common share
    --  Cash and equivalents were $73.1 million at June 30, 2018
    --  Announced Mr. James (Jim) Skippen will retire from his positions as
        Executive Chairman of Quarterhill and interim CEO of WiLAN in August
        2018; Mr. Skippen will continue as an outside director and Chair of the
        Quarterhill Board
    --  Appointed Mr. Keaton Parekh as President and Chief Executive Officer of
        Wi-LAN
    --  Subsequent to quarter-end, on August 1, 2018, a jury awarded WiLAN
        $145.1 million in damages in its patent suit against Apple Inc.

"We are very pleased with the financial and operational performance in Q2 from IRD and VIZIYA," said Doug Parker, President and CEO of Quarterhill. "Both portfolio companies generated strong total revenue, recurring revenue and Adjusted EBITDA, which is indicative of what we believe the businesses are capable of delivering on a more regular basis. With WiLAN, we continue to experience the variability in performance inherent in the patent license industry as reflected in both the Q2 numbers, but as well, in our announcement on August 1, 2018, that a jury awarded WiLAN $145.1 million in damages in its patent suit against Apple Inc. WiLAN has more than 40 litigations ongoing in multiple jurisdictions and we continue to add patent portfolios via our partner program to build our pipeline for future license activity. As we've said in the past, WiLAN's track record suggests that it can deliver significant cash flows and its performance needs to be measured over a longer period due to the underlying dynamics that exist in the patent license industry.

Our M&A pipeline continues to build behind the efforts of our experienced deal team and our revised target focus on verticalized software companies. These efforts have led to ongoing late-stage discussions with certain targets, but we will remain patient in negotiation and disciplined in our investment criteria to ensure that we are acquiring businesses with the right characteristics at the right valuations. While it can be challenging to wait for the next transaction to occur, it is important to note that as our pipeline grows, a strategy such as ours gains momentum over time and the periods in-between transactions tend to shrink over the long term."

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, 2018, to shareholders of record on September 14, 2018.

Business Strategy and Segments
Our acquisition strategy focuses primarily on financial metrics while remaining cognizant of broader technology and market trends as we build a portfolio of businesses that are characterized as having recurring revenue, free cash flow and profitable growth potential. Driven by the execution of a proven and disciplined acquisition strategy, we seek to enable shareholders to benefit from consolidation and convergence trends in today's technology industry. As of June 30, 2018, the Company had investments in three segments: Technology (WiLAN); Mobility (IRD); and Factory (VIZIYA).

Q2 and Year-to-Date 2018 Consolidated Financial Review
Quarterhill's consolidated financial results for the three- and six-months ended June 30, 2018 include a full contribution from Wi?LAN Inc. ("WiLAN"), International Road Dynamics Inc. ("IRD") and VIZIYA Corp ("VIZIYA"). The 2017 comparative period information presented represents a full contribution from WiLAN along with IRD's results from operations for the period from June 1 to June 30, 2017 and VIZIYA's results from operations for the period from May 4 to June 30, 2017.

Consolidated revenues for the three months ended June 30, 2018 ("Q2 2018") were $20.4 million, compared to $18.6 million in Q2 2017, representing growth of 10%. Consolidated revenues for the six months ended June 30, 2018 ("Year-to-Date") were $32.4 million, compared to $26.2 million in the same period last year, representing growth of 24%. The year-over-year increases were due to the Company's diversification strategy and the inclusion of the operations of IRD and VIZIYA, which were acquired in Q2 2017.

Gross margin for Q2 2018 was $3.9 million, or 19%, compared to $9.1 million, or 49%, in Q2 2017. Gross margin for the six months ended June 30, 2018 was $4.1 million, or 13%, compared to $9.3 million, or 35%, in the same period last year. For both Q2 2018 and the Year-to-Date period, positive and increased gross margin from IRD and VIZIYA was mostly offset by negative gross margin at WiLAN.

Operating expenses include selling, general and administrative costs, research and development costs, depreciation and amortization of intangible assets. Operating expenses for Q2 2018 were $14.7 million, compared to $12.4 million in Q2 2017. Operating expenses for the six months ended June 30, 2018 were $29.9 million, compared to $20.2 million in the same period last year. Operating expenses increased year-over-year due to the addition of the IRD and VIZIYA operations for the full reporting period in 2018.

Adjusted EBITDA for Q2 2018 was ($4.0) million compared to $4.8 million in Q2 2017. Adjusted EBITDA for the six months ended June 30, 2018 was ($11.3) million compared to $2.6 million in the same period last year. Adjusted EBITDA for the three- and six-month periods ended June 30, 2018 reflects lower revenue and negative Adjusted EBITDA from WiLAN, which offset positive Adjusted EBITDA from both the IRD and VIZIYA operations.

Net loss for Q2 2018 was ($7.9) million, or ($0.07) per basic and diluted Common Share, compared to net earnings of $3.6 million, or $0.03 per basic and diluted Common Share, in Q2 2017. For Q2 2018, net loss increased due primarily to lower revenue and a greater net loss from WiLAN, offset in part by positive net income from IRD and VIZIYA. Net loss for the six months ended June 30, 2018 was ($19.9) million, or ($0.17) per basic and diluted Common Share, compared to a net loss of ($3.6) million, or ($0.03) per basic and diluted Common Share, in the same period last year. For the Year-to-Date period, net loss increased due to lower revenue and a greater net loss from WiLAN and a loss from IRD in Q1 2018, offset in part by positive net income from IRD in Q2 2018 and from VIZIYA in both Q1 and Q2 of 2018.

Cash used from operations for Q2 2018 was ($2.4) million, compared to $3.1 million in cash generated in Q2 2017. Cash used from operations for the six months ended June 30, 2018 was ($9.0) million, compared to $11.5 million of cash generated in the same period last year. For Q2 2018, the difference in cash from operations compared to Q2 2017 is primarily due to lower revenue in the WiLAN business, offset in part by higher revenue in the IRD and VIZIYA businesses. For the Year-to-Date period, the difference in cash from operations was primarily impacted by the timing of collections for certain receivables in Q1 2017, which led to a significant change in non-cash working capital balances in that period compared to Q1 2018.

Cash and cash equivalents and short-term investments amounted to $73.1 million at June 30, 2018, compared to $86.6 million at December 31, 2017.

Subsequent Event
In a trial verdict rendered on August 1, 2018 in the United States District Court for the Southern District of California a jury awarded WiLAN $145.1 million in damages against Apple Inc. for infringement of WiLAN's US patent Nos 8,457,145 and 8,537,757.

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 document, which will be filed on SEDAR and at www.quarterhill.com in the investor section.


                                                   For the three months ended June 30, 2018
                                                   ----------------------------------------

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

    Revenues                          $3,976                            $12,659                  $3,762       $         -   $20,397

    Cost of revenues
     (excluding
     depreciation and
     amortization)                     8,015                              8,083                     441                 -    16,539
    -----------------                  -----                              -----                     ---               ---    ------

                                     (4,039)                             4,576                   3,321                 -     3,858

    Selling, general and
     administrative                      607                              2,713                   1,733             1,983      7,036

    Research and
     development                           -                               510                     343                 -       853

    Depreciation of
     property, plant and
     equipment                            72                                284                      30                 2        388

    Amortization of
     intangibles                       4,714                                971                     757                 -     6,442
    ---------------                    -----                                ---                     ---               ---     -----

    Results from
     operations                      (9,432)                                98                     458           (1,985)  (10,861)

    Finance income                         -                               (6)                      -            (185)     (191)

    Finance expense                        1                                 36                       3                 -        40

    Foreign exchange
     loss (gain)                         257                              (124)                     28             (196)      (35)

    Other income                           -                             (387)                  (192)                -     (579)
    ------------                         ---                              ----                    ----               ---      ----

    Earnings (loss)
     before taxes                    (9,690)                               579                     619           (1,604)  (10,096)

    Current income tax
     expense (recovery)                  121                                190                    (95)                1        217

    Deferred income tax
     expense (recovery)              (3,422)                              (66)                  (247)            1,287    (2,448)
    -------------------               ------                                ---                    ----             -----     ------

    Income tax expense
     (recovery)                      (3,301)                               124                   (342)            1,288    (2,231)
    ------------------                ------                                ---                    ----             -----     ------

    Net earnings (loss)             $(6,389)                              $455                    $961          $(2,892)  $(7,865)
    ==================               =======                               ====                    ====           =======    =======


    Adjusted EBITDA                  (4,641)                             1,486                   1,276           (2,072)   (3,951)


    Other reconciling
     items:

    Effect of deleted
     deferred revenue                      -                                61                      21                 -        82

    Stock-based
     compensation                          5                                 72                      10              (89)       (2)


                                                 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 income                          -                             (69)                      -                 -       (69)
    ------------                        ---                              ---                     ---               ---        ---

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

    Current income tax
     expense                            691                               101                      39                  -        831

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

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

    Net earnings (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, 2018
                                              --------------------------------------

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

    Revenues                           $5,743                            $20,071                $6,592       $          -     $32,406

    Cost of revenues
     (excluding
     depreciation and
     amortization)                     13,920                             13,581                   772                  -      28,273
    -----------------                  ------                             ------                   ---                ---      ------

                                      (8,177)                             6,490                 5,820                  -       4,133

    Selling, general and
     administrative                     1,238                              5,286                 3,302              4,263       14,089

    Research and
     development                            -                             1,059                   733                  -       1,792

    Depreciation of
     property, plant and
     equipment                            147                                574                    59                  3          783

    Amortization of
     intangibles                        9,716                              1,963                 1,514                  -      13,193
    ---------------                     -----                              -----                 -----                ---      ------

    Results from
     operations                      (19,278)                           (2,392)                  212            (4,266)    (25,724)

    Finance income                          -                               (7)                    -             (375)       (382)

    Finance expense                         1                                 72                     6                  -          79

    Foreign exchange
     loss (gain)                          557                              (272)                   19              (469)       (165)

    Other income                            -                             (637)                (269)                 -       (906)
    ------------                          ---                              ----                  ----                ---        ----

    Earnings (loss)
     before taxes                    (19,836)                           (1,548)                  456            (3,422)    (24,350)

    Current income tax
     expense (recovery)                   225                                199                 (529)                 1        (104)

    Deferred income tax
     expense (recovery)               (4,825)                             (634)                (485)             1,608      (4,336)
    -------------------                ------                               ----                  ----              -----       ------

    Income tax expense
     (recovery)                       (4,600)                             (435)              (1,014)             1,609      (4,440)
    ------------------                 ------                               ----                ------              -----       ------

    Net earnings (loss)             $(15,236)                          $(1,113)               $1,470           $(5,031)   $(19,910)
    ==================               ========                            =======                ======            =======     ========


    Adjusted EBITDA                   (9,404)                               449                 1,943            (4,276)    (11,288)


    Other reconciling
     items:

    Effect of deleted
     deferred revenue                       -                               158                   148                  -         306

    Stock-based
     compensation                          11                                146                    10               (13)         154


                                             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 income                           -                              (69)                    -                 -       (69)
    ------------                         ---                               ---                   ---               ---        ---

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

    Current income tax
     expense                           1,434                                101                    39                  -      1,574

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

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

    Net earnings (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
Quarterhill will host a conference call to discuss its financial results today at 10:00 AM Eastern Time.

Webcast Information
The live audio webcast will be available at: https://event.on24.com/wcc/r/1798009/38336DD85E0DB116C040273B8E599958

Dial-in Information

    --  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
Webcast replay will be available for 90 days at: https://event.on24.com/wcc/r/1798009/38336DD85E0DB116C040273B8E599958

Telephone replay will be available from 1:00 PM ET on August 9, 2018 until 11:59 PM ET on August 16, 2018 at: 1.855.859.2056 (Toll Free) or 1.416.849.0833 (International). The telephone replay requires the passcode 9748019.

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 earnings (loss) from continuing operations before: (i) income taxes; (ii) finance expense or income; (iii) amortization and impairment of intangibles; (iv) special charges and other one-time items; (v) depreciation of property, plant and equipment; (vi) effects of deleted deferred revenue; (vii) the effects of fair value step up in inventory acquired; (viii) stock based compensation; (ix) foreign exchange (gain) loss; and (x) equity in earnings and dividends from joint ventures. 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. ADJUSTED 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 focused on the disciplined acquisition, management and growth of companies in dedicated technology areas including, vertical market software and solutions, intelligent industrial systems, and innovation and licensing. Quarterhill's emphasis is on seeking out acquisition opportunities at reasonable valuations that provide a foundation for recurring revenues, predictable cash flows and margins, profitable growth, intimate customer relationships and dedicated management teams. 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 Quarterhill's March 1, 2018 annual information form for the year ended December 31, 2017 (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

    (Unaudited)

    (in thousands of United States dollars, except share and per share amounts)


                                                                              Three months ended June 30,                          Six months ended June 30,
                                                                            ---------------------------                     -------------------------

                                                                         2018                             2017                 2018                                  2017
                                                                         ----                             ----                 ----                                  ----

    Revenues                                                                          $20,397                     $18,611                                        $32,406              $26,189

    Cost of revenues (excluding
     depreciation and                                                                 16,539                       9,521                                         28,273               16,915
    amortization)
    ------------

                                                                                       3,858                       9,090                                          4,133                9,274

    Operating expenses

    Selling, general and
     administrative                                                                    7,036                       4,214                                         14,089                6,616

    Research and development                                                             853                         668                                          1,792                  668

    Depreciation of property, plant
     and equipment                                                                       388                         170                                            783                  261

    Amortization of intangibles                                                        6,442                       6,028                                         13,193               11,331

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

                                                                                      14,719                      12,374                                         29,857               20,170
                                                                                      ------                      ------                                         ------               ------

    Results from operations                                                         (10,861)                    (3,284)                                      (25,724)            (10,896)


    Finance income                                                                     (191)                      (234)                                         (382)               (452)

    Finance expense                                                                       40                          14                                             79                   14

    Foreign exchange gain                                                               (35)                      (426)                                         (165)               (711)

    Other income                                                                       (579)                       (69)                                         (906)                (69)
    ------------                                                                        ----                         ---                                           ----                  ---

    Loss before taxes                                                               (10,096)                    (2,569)                                      (24,350)             (9,678)


    Current income tax expense
     (recovery)                                                                          217                         831                                          (104)               1,574

    Deferred income tax recovery                                                     (2,448)                    (7,009)                                       (4,336)             (7,632)
    ----------------------------                                                      ------                      ------                                         ------               ------

    Income tax recovery                                                              (2,231)                    (6,178)                                       (4,440)             (6,058)
    -------------------                                                               ------                      ------                                         ------               ------

    Net earnings (loss)                                                              $(7,865)                     $3,609                                      $(19,910)            $(3,620)
    ==================                                                                =======                      ======                                       ========              =======


    Net earnings (loss) per share

                                     Basic and fully diluted                            $(0.07)                      $0.03                                        $(0.17)             $(0.03)


    Weighted average number of
     common shares

                                     Basic                                          118,779,445                 118,587,106                                    118,719,182          118,579,684

                                     Fully diluted                                  118,779,445                 118,587,106                                    118,719,182          118,579,684


    Quarterhill Inc.

    Supplemental Condensed Consolidated Interim Statements of Operations Information

    (Unaudited)

    (in thousands of United States dollars)


                                                                                     Three months ended June 30,         Six months ended June 30,
                                                                                     ---------------------------      -------------------------

                                                                                          2018                   2017                    2018          2017
                                                                                          ----                   ----                    ----          ----

    Revenues

                                                    License                                          $5,643                  $12,321                  $8,136   $19,312

                                                    Systems                                           7,179                    3,067                  11,872     3,067

                                                    Services                                            727                      714                   1,380       714

                                                    Recurring                                         6,848                    2,509                  11,018     3,096
                                                    ---------                                         -----                    -----                  ------     -----

                                                    Total revenues                                  $20,397                  $18,611                 $32,406   $26,189
                                                    ==============                                  =======                  =======                 =======   =======


    Cost of revenues (excluding depreciation and
    amortization)

                                                    License                                          $8,069                   $6,448                 $14,000   $13,842

                                                    Systems                                           4,645                    1,898                   8,111     1,898

                                                    Services                                            385                      321                     690       321

                                                    Recurring                                         3,440                      854                   5,472       854
                                                    ---------                                         -----                      ---                   -----       ---

    Total cost of revenues                                                                        $16,539                   $9,521                 $28,273   $16,915
    ======================                                                                        =======                   ======                 =======   =======


    Quarterhill Inc.

    Condensed Consolidated Interim Statements of Comprehensive Income (Loss)

    (Unaudited)

    (in thousands of United States dollars)

                                                                            Three months ended June 30,        Six months ended June 30,
                                                                            ---------------------------        -------------------------

                                                                               2018                     2017                 2018               2017
                                                                               ----                     ----                 ----               ----

    Net earnings (loss)                                                               $(7,865)               $3,609                      $(19,910)   $(3,620)


    Other comprehensive income (loss):

                                           Foreign currency translation
                                           adjustment                                    (1,481)                  533                        (2,271)        533


    Comprehensive income
     (loss)                                                                           $(9,346)               $4,142                      $(22,181)   $(3,087)
                                                                                       =======                ======                       ========     =======


    Quarterhill Inc.

    Condensed Consolidated Interim Balance Sheets

    (Unaudited)

    (in thousands of United States dollars)


    As at                                                          June 30, 2018             December 31,
                                                                                                     2017
    ---                                                                                              ----

    Current assets

                               Cash and cash equivalents                             $68,415                  $81,818

                               Short-term investments                                  1,177                    1,236

                               Restricted Short-term investments                       3,500                    3,500

                               Accounts receivable                                    15,043                   19,298

                               Other current assets                                       14                       13

                               Unbilled revenue                                        6,782                    3,045

                               Income taxes receivable                                   198                      144

                               Inventories                                             5,801                    5,083

                               Prepaid expenses and deposits                           3,146                    4,129
                               -----------------------------                           -----                    -----

                                                                                  104,076                  118,266

    Non-current assets

                               Property, plant and equipment                           3,059                    3,801

                               Intangible assets                                     100,898                  114,944

                               Investment in joint venture                             3,998                    3,383

                               Deferred income tax assets                             25,227                   20,195

                               Goodwill                                               41,774                   42,587
                               --------                                               ------                   ------

    TOTAL ASSETS                                                                 $279,032                 $303,176
    ============                                                                 ========                 ========


    Liabilities

    Current liabilities

                               Bank indebtedness                                      $4,681                   $3,568

                                Accounts payable and accrued
                                liabilities                                           15,944                   20,487

                               Income taxes payable                                        -                     599

                               Patent finance obligation                               1,379                    4,090

                               Current portion of deferred revenue                     6,145                    6,733

                               Current portion of long-term debt                          86                      115
                               ---------------------------------                         ---                      ---

                                                                                   28,235                   35,592

    Non-current liabilities

                               Contingent consideration                                4,474                    4,474

                               Deferred revenue                                        1,736                      884

                               Long-term debt                                            355                      401

                               Deferred income tax liabilities                         6,592                    7,291
                               -------------------------------                         -----                    -----

    TOTAL LIABILITIES                                                              41,392                   48,642
    -----------------                                                              ------                   ------

    Shareholders' equity

                               Capital stock                                         419,111                  418,873

                               Additional paid-in capital                             22,643                   22,489

                                Accumulated other comprehensive
                                income                                                17,840                   20,111

                               Deficit                                             (221,954)               (206,939)
                               -------                                              --------                 --------

                                                                                  237,640                  254,534
                                                                                  -------                  -------

    TOTAL LIABILITIES AND SHAREHOLDERS'
     EQUITY                                                                      $279,032                 $303,176
    ===================================                                          ========                 ========


    Quarterhill Inc.

     Condensed Consolidated Interim Statements of Cash Flows

    (Unaudited)

    (in thousands of United States dollars)


                                                                                                     Three months ended June 30,                        Six months ended June 30,
                                                                                                   ---------------------------                     -------------------------

                                                                                     2018                                             2017                                              2018                             2017
                                                                                     ----                                             ----                                              ----                             ----

    Cash generated from (used in):

    Operations

    Net earnings (loss)                                                                   $(7,865)                                         $3,609                                            $(19,910)                        $(3,620)

                                                      Non-cash items

                                                      Stock-based compensation                                        (2)                                                147                                 154                                179

                                                      Depreciation and amortization                                 6,830                                               6,197                              13,976                             11,592

                                                      Foreign exchange loss (gain)                                     84                                                (99)                                162                              (146)

                                                       Equity in earnings from joint
                                                       venture                                                      (388)                                               (69)                              (638)                              (69)

                                                      Loss on disposal of assets                                        -                                                  -                                  1                                  -

                                                      Deferred income tax recovery                                (2,448)                                            (7,011)                            (4,336)                           (7,632)

                                                      Accrued investment income                                         -                                               (74)                                  -                             (150)

                                                      Embedded derivatives                                            (3)                                                 10                                 (1)                                10

                                                       Changes in non-
                                                       cash working
                                                       capital balances                                             1,362                                                 392                               1,623                             11,318
                                                      ----------------                                              -----                                                 ---                               -----                             ------

    Cash generated (used) from operations                                         (2,430)                                           3,102                                           (8,969)                          11,482



    Financing

                                                      Dividends paid                                              (1,155)                                            (1,099)                            (2,326)                           (2,228)

                                                      Bank indebtedness                                             3,170                                               1,523                               1,113                              1,523

                                                      Repayment of long-term debt                                    (60)                                               (24)                               (75)                              (24)

                                                       Common shares repurchased under
                                                       normal course                                                    -                                              (552)                                  -                             (552)
                                                      issuer bid

                                                       Common shares issued for cash from
                                                       Employee                                                        27                                                  33                                  27                                 33
                                                      Share Purchase Plan
                                                      -------------------

    Cash generated (used) in financing                                              1,982                                            (119)                                          (1,261)                         (1,248)



    Investing

                                                       Business acquisitions, net of cash
                                                       acquired                                                         -                                           (66,303)                                  -                          (66,303)

                                                       Purchase of restricted short-term
                                                       investments                                                      -                                                  -                                  -                           (3,500)

                                                       Proceeds from sale of property,
                                                       plant and equipment                                              -                                                  -                                 11                                  -

                                                      Purchase of property and equipment                             (43)                                              (107)                              (166)                             (114)

                                                       Repayment of patent finance
                                                       obligations                                                (1,389)                                            (1,389)                            (2,778)                           (2,778)

                                                      Purchase of intangibles                                        (48)                                                (4)                               (89)                               (4)
                                                      -----------------------                                         ---                                                 ---                                 ---                                ---

    Cash used in investing                                                        (1,480)                                        (67,803)                                          (3,022)                        (72,699)

    Foreign exchange gain (loss) on cash held in
     foreign                                                                         (76)                                             192                                             (151)                             227
    currency
    --------

    Net decrease in cash and cash equivalents                                     (2,004)                                        (64,628)                                         (13,403)                        (62,238)

    Cash and cash equivalents, beginning of period                                 70,419                                          108,943                                            81,818                          106,553
    ----------------------------------------------                                 ------                                          -------                                            ------                          -------

    Cash and cash equivalents, end of
     period                                                                                $68,415                                         $44,315                                              $68,415                          $44,315
    =================================                                                      =======                                         =======                                              =======                          =======


    Quarterhill Inc.

    Condensed Consolidated Interim Statements of Shareholders' Equity

    (Unaudited)

    (in thousands of United States dollars)

                                                                                    Capital Stock            Additional            Accumulated Deficit          Total Equity
                                                                                                             Paid-in
                                                                                                                Capital                 Other
                                                                                                                                 Comprehensive
                                                                                                                                        Income
                                                                                                                                                                         ---

    Balance - January 1, 2017                                                                     $419,485              $21,036                        $16,225                $(212,602)    $244,144


    Comprehensive loss:

                                  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
    =======================                                                                       ========              =======                        =======                 =========     ========


    Balance - December 31, 2017                                                                   $418,873              $22,489                        $20,111                $(206,939)    $254,534

    Implementation of ASU 2014-09                                                                       -                   -                             -                    4,272        4,272

    Implementation of ASU 2016-16                                                                       -                   -                             -                    2,949        2,949
    -----------------------------                                                                     ---                 ---                           ---                    -----        -----

    Balance - January 1, 2018, revised                                                            418,873               22,489                         20,111                 (199,718)     261,755


    Comprehensive loss:

                                  Net loss                                                                 -                   -                             -                 (19,910)    (19,910)

                                  Other comprehensive loss                                                 -                   -                       (2,271)                        -     (2,271)

    Shares and options issued:

                                  Stock-based compensation expense                                         -                 154                              -                        -         154

                                  Deferred stock units converted to shares                               211                    -                             -                        -         211

                                  Shares issued under Employee Share Purchase Plan                        27                    -                             -                        -          27

                                  Dividends declared                                                       -                   -                             -                  (2,326)     (2,326)
                                  ------------------                                                     ---                 ---                           ---                   ------       ------

    Balance - June 30, 2018                                                                       $419,111              $22,643                        $17,840                $(221,954)    $237,640
    =======================                                                                       ========              =======                        =======                 =========     ========


    Quarterhill Inc.

    Reconciliations of GAAP Net Loss to Adjusted EBITDA

    (Unaudited)

    (in thousands of United States dollars, except share and per share amounts)


                                                                                     Three months ended June 30,                            Six months ended June 30,
                                                                                   ---------------------------                       -------------------------

    Adjusted EBITDA                                                             2018                             2017                   2018                                   2017
    ---------------                                                             ----                             ----                   ----                                   ----

    Net earnings (loss)                                                                     $(7,865)                       $3,609                                       $(19,910)      $(3,620)


    Adjusted for:

                                         Income tax recovery                                   (2,231)                      (6,178)                                        (4,440)       (6,058)

                                         Foreign exchange gain                                    (35)                        (426)                                          (165)         (711)

                                         Finance expense                                            40                            14                                              79             14

                                         Finance income                                          (191)                        (234)                                          (382)         (452)

                                         Amortization of intangibles                             6,442                         6,028                                          13,193         11,331

                                         Special charges                                             -                        1,294                                               -         1,294

                                          Depreciation of property, plant and
                                          equipment                                                388                           170                                             783            261

                                         Effect of deleted deferred revenue                         82                           267                                             306            267

                                          Increased costs from inventory
                                          step-up                                                    -                          137                                               -           137

                                         Stock-based compensation                                  (2)                          148                                             154            179

                                         Other income                                            (579)                         (69)                                          (906)          (69)
                                         ------------                                             ----                           ---                                            ----            ---

    Adjusted EBITDA                                                                         $(3,951)                       $4,760                                       $(11,288)        $2,573
    ===============                                                                          =======                        ======                                        ========         ======


    Adjusted EBITDA per share
    -------------------------

    Net earnings (loss)                                                                      $(0.07)                        $0.03                                         $(0.17)       $(0.03)


    Adjusted for:

                                         Income tax recovery                                    (0.02)                       (0.05)                                         (0.04)        (0.05)

                                         Foreign exchange gain                                       -                            -                                              -        (0.01)

                                         Finance expense                                             -                            -                                              -             -

                                         Finance income                                              -                            -                                              -             -

                                         Amortization of intangibles                              0.05                          0.05                                            0.11           0.10

                                         Special charges                                             -                         0.01                                               -          0.01

                                          Depreciation of property, plant and
                                          equipment                                                  -                            -                                           0.01              -

                                         Effect of deleted deferred revenue                          -                            -                                              -             -

                                          Increased costs from inventory
                                          step-up                                                    -                            -                                              -             -

                                         Stock-based compensation                                    -                            -                                              -             -

                                         Other income                                                -                            -                                         (0.01)             -
                                         ------------                                              ---                          ---                                          -----            ---

    Adjusted EBITDA per share                                                                $(0.04)                        $0.04                                         $(0.10)         $0.02
    =========================                                                                 ======                         =====                                          ======          =====


    Weighted average number of Common
     Shares

    Basic                                                                               118,779,445                   118,587,106                                     118,719,182    118,579,684

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SOURCE Quarterhill Inc.