Quarterhill Announces Third Quarter 2018 Financial Results

OTTAWA, Nov. 8, 2018 /PRNewswire/ - Quarterhill Inc. ("Quarterhill" or the "Company") (TSX: QTRH) (NASDAQ: QTRH), announces its financial results for the three- and nine-month periods ended September 30, 2018. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

Third Quarter 2018 Highlights

    --  Revenue of $19.6 million
    --  Recurring revenues of $6.3 million, representing 32% of total revenue
    --  Adjusted EBITDA* of ($2.5) million
    --  Net loss of ($9.3) million, or ($0.08) per common share
    --  Cash and equivalents were $62.4 million at September 30, 2018
    --  IRD and VIZIYA's combined revenue and Adjusted EBITDA were up 14% and
        125%, respectively year over year
    --  WiLAN won a $145.1 million jury award in its patent suit against Apple
        Inc.
    --  IRD announced a five-year $8.1 million contract with the State of Hawaii

"Highlights in Q3 were led by continued strong performance at IRD and WiLAN's significant trial victory versus Apple," said Doug Parker, President & CEO of Quarterhill. "For the second quarter in a row, IRD generated good revenue and adjusted EBITDA performance and they also signed a key contract with the State of Hawaii for more than $8 million over five years. Year-to-date, IRD has contributed $32.5 million of profitable revenue to Quarterhill and with a building pipeline of business and new products in the market, we believe their outlook remains promising."

"With WiLAN, we signed several new licenses in Q3, but the big news in the quarter was the August 1(st) jury verdict, which awarded us $145.1 million in our patent trial versus Apple. We are obviously very pleased with the jury's decision and believe that it reflects well on our team, our portfolio and our process, and enhances our already strong reputation in the industry. On the M&A front, building our pipeline remains a top priority and we continue to see real progress in this area, which includes a series of advanced negotiations that are currently underway."

Approval of Eligible Dividend
The Board of Directors has declared an eligible quarterly dividend of CDN $0.0125 per common share payable on January 9, 2019, to shareholders of record on December 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 September 30, 2018, the Company had investments in three segments: Technology (WiLAN); Mobility (IRD); and Factory (VIZIYA).

Q3 and year-to-date 2018 Consolidated Financial Review
Quarterhill's consolidated financial results for the three- and nine-month periods ended September 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 for the nine-month period ended September 30, 2017, includes a full contribution from WiLAN along with IRD's results from operations for the period from June 1 to September 30, 2017 and VIZIYA's results from operations for the period from May 4 to September 30, 2017.

Consolidated revenues for the three months ended September 30, 2018 ("Q3 2018") were $19.6 million, compared to $85.9 million in Q3 2017. Consolidated revenues for the nine months ended September 30, 2018 ("year-to-date") were $52.0 million, compared to $112.1 million in the same period last year. Revenue in the comparable periods of 2017 included strong performance from WiLAN, which generated revenue of $72.6 million in Q3 2017 compared to $4.4 million in Q3 2018. Combined, IRD and VIZIYA grew revenue organically year-over-year by 14% and accounted for 77% of consolidated revenues in Q3 2018.

Gross margin for Q3 2018 was $5.1 million, or 26%, compared to $67.5 million, or 79%, in Q3 2017. Gross margin for the nine months ended September 30, 2018 was $9.3 million, or 18%, compared to $76.7 million, or 68%, in the same period last year. Gross margin comparisons reflect the variability in the WiLAN business noted above. Gross margin and gross margin percentage increased for both IRD and VIZIYA in Q3 2018 compared to Q3 2017. On a sequential basis, consolidated gross margin increased to 26.2% from 18.9% last quarter.

Operating expenses include selling, general and administrative costs, research and development costs, depreciation and amortization of intangible assets. Operating expenses for Q3 2018 were $16.8 million, compared to $31.3 million in Q3 2017. Operating expenses for the nine months ended September 30, 2018 were $46.6 million, compared to $51.5 million in the same period last year. Operating expenses in Q3 2018 included a one-time $2.3 million restructuring charge at IRD related to streamlining their operations, which, going forward, will save IRD approximately $2.2 million annually in expenses.

Adjusted EBITDA for Q3 2018 was ($2.5) million compared to $60.6 million in Q3 2017. Adjusted EBITDA for the nine months ended September 30, 2018 was ($13.8) million compared to $63.1 million in the same period last year. The variance in adjusted EBITDA for the Q3 2018 and year-to-date periods reflects the variability in the WiLAN business noted above. Adjusted EBITDA for both IRD and VIZIYA more than doubled in Q3 2018 from Q3 2017.

Net loss for Q3 2018 was ($9.3) million, or ($0.08) per basic and diluted Common Share, compared to net earnings of $26.2 million, or $0.22 per basic and diluted Common Share, in Q3 2017. Net loss for the nine months ended September 30, 2018 was ($29.2) million, or ($0.25) per basic and diluted Common Share, compared to net earnings of $22.6 million, or $0.19 per basic and diluted Common Share, in the same period last year. For the Q3 2018 and year-to-date periods, net loss increased due primarily to lower revenue from WiLAN and the restructuring charge at IRD, offset in part by improved overall operational performance at IRD and VIZIYA.

Cash consumed in operations for Q3 2018 was $9.0 million, compared to $9.3 million of cash generated from operations in Q3 2017. Cash used in operations for the nine months ended September 30, 2018 was $18.0 million, compared to $20.8 million of cash generated from operations in the same period last year. For the Q3 2018 and year-to-date periods, the difference in cash from operations compared to the same periods last year is primarily due to lower revenue in the WiLAN business, offset in part by higher revenue and adjusted EBITDA in the IRD and VIZIYA businesses.

Cash and cash equivalents and short-term investments amounted to $62.4 million at September 30, 2018, compared to $86.6 million at December 31, 2017.

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 September 30, 2018



                                     Technology       Mobility            Factory            Corporate  Total




       Revenues                                  $
         4,445                         $
            12,439         $
       2,695 
     $                  $
          19,579


        Cost of revenues
         (excluding
         depreciation and
         amortization)                                   5,877                                    8,208                355                              14,440

    ---

                                                       (1,432)                                   4,231              2,340                               5,139


        Selling, general and
         administrative
         expenses                                          761                                    2,211              1,828             2,071              6,871


        Research and
         development
         expenses                                                                                  534                368                                 902


        Depreciation of
         property, plant and
         equipment                                          62                                      275                 32                 3                372


        Amortization of
         intangibles                                     4,581                                      960                757                               6,298


        Special charges                                                                          2,320                                                 2,320

    ---

        Results from
         operations                                    (6,836)                                 (2,069)             (645)          (2,074)          (11,624)


        Finance income                                     (3)                                     (2)                              (135)             (140)


        Finance expense                                                                             72                  4                 2                 78


        Foreign exchange
         loss (gain)                                     (223)                                     108                 32               174                 91


        Other income                                                                             (247)                                                (247)

    ---

        Loss before taxes                              (6,610)                                 (2,000)             (681)          (2,115)          (11,406)


        Current income tax
         expense (recovery)                                912                                     (41)             (116)                                755


        Deferred income tax
         recovery                                      (2,103)                                   (504)             (264)              (9)           (2,880)

    ---

        Income tax recovery                            (1,191)                                   (545)             (380)              (9)           (2,125)

    ---


       Net loss                                $
         (5,419)                       $
            (1,455)        $
       (301)       $
     (2,106)    $
         (9,281)

    ===



        Adjusted EBITDA                                (2,178)                                   1,442                158           (1,934)           (2,512)




                   Other reconciling
                    items:


        Effect of deleted
         deferred revenue                                                                            8                                                     8


        Stock-based
         compensation                                       15                                     (52)                14               137                114


                                                     
           For the three months ended September 30, 2017



                                       Technology      Mobility              Factory              Corporate  Total




       Revenues                                  $
         72,592                           $
              11,555        $
        1,750 
     $                 $
       85,897


        Cost of revenues
         (excluding
         depreciation and
         amortization)                                    9,882                                        8,048                495                          18,425

    ---

                                                         62,710                                        3,507              1,255                          67,472


        Selling, general and
         administrative
         expenses                                         1,310                                        2,530                905             1,756          6,501


        Research and
         development
         expenses                                                                                       853                639                           1,492


        Depreciation of
         property, plant and
         equipment                                           82                                          445                 28                 1            556


        Amortization of
         intangibles                                      5,473                                        1,072                791                           7,336


        Loss on disposal of
         intangibles                                     15,190                                                                                        15,190


        Special charges                                                                                                                    218            218

    ---

        Results from
         operations                                      40,655                                      (1,393)           (1,108)          (1,975)        36,179


        Finance income                                     (76)                                         (1)                               (16)          (93)


        Finance expense                                     926                                           43                  3               (2)           970


        Foreign exchange
         loss (gain)                                      (131)                                         409                  2              (41)           239


        Other income                                                                                  (231)                                            (231)

    ---

        Income (loss) before
         taxes                                           39,936                                      (1,613)           (1,113)          (1,916)        35,294


        Current income tax
         expense (recovery)                               5,082                                          232                (5)                          5,309


        Deferred income tax
         expense (recovery)                             (5,369)                                       (858)             (291)           10,292          3,774

    ---

        Income tax expense
         (recovery)                                       (287)                                       (626)             (296)           10,292          9,083

    ---

        Net earnings (loss)                       $
         40,223                            $
              (987)       $
        (817)      $
     (12,208)   $
       26,211

    ===



        Adjusted EBITDA                                  61,400                                          707                  3           (1,550)        60,560




                     Other reconciling
                      items:


        Effect of deleted
         deferred revenue                                                                                82                292                             374


        Increased costs from
         inventory step-up                                                                              444                                               444


        Stock-based
         compensation                                                                                    67                                 206            273


        Effect of deleted
         prepaid expense                                                                               (10)                                             (10)


                                                       
            For the nine months ended September 30, 2018



                                       Technology        Mobility               Factory              Corporate  Total




       Revenues                                    $
          10,188                           $
              32,510         $
         9,287 
     $                  $
          51,985


        Cost of revenues
         (excluding
         depreciation and
         amortization)                                      19,797                                       21,789                1,127                              42,713

    ---

                                                           (9,609)                                      10,721                8,160                               9,272


        Selling, general and
         administrative
         expenses                                            1,999                                        7,497                5,130             6,334             20,960


        Research and
         development
         expenses                                                                                        1,593                1,101                               2,694


        Depreciation of
         property, plant and
         equipment                                             209                                          849                   91                 6              1,155


        Amortization of
         intangibles                                        14,297                                        2,923                2,271                              19,491


        Special charges                                                                                  2,320                                                   2,320

    ---

        Results from
         operations                                       (26,114)                                     (4,461)               (433)          (6,340)          (37,348)


        Finance income                                         (3)                                         (9)                                (510)             (522)


        Finance expense                                          1                                          144                   10                 2                157


        Foreign exchange
         loss (gain)                                           334                                        (164)                  51             (295)              (74)


        Other income                                                                                     (884)               (269)                            (1,153)

    ---

        Loss before taxes                                 (26,446)                                     (3,548)               (225)          (5,537)          (35,756)


        Current income tax
         expense (recovery)                                  1,137                                          158                (645)                1                651


        Deferred income tax
         expense (recovery)                                (6,928)                                     (1,138)               (749)            1,599            (7,216)

    ---

        Income tax expense
         (recovery)                                        (5,791)                                       (980)             (1,394)            1,600            (6,565)

    ---

        Net earnings (loss)                       $
          (20,655)                         $
              (2,568)        $
         1,169       $
      (7,137)   $
         (29,191)

    ===



        Adjusted EBITDA                                   (11,582)                                       1,891                2,101           (6,210)          (13,800)




                     Other reconciling
                      items:


        Effect of deleted
         deferred revenue                                                                                  166                  148                                 314


        Stock-based
         compensation                                           26                                           94                   24               124                268


                                                     
            For the nine months ended September 30, 2017



                                       Technology      Mobility              Factory              Corporate  Total




       Revenues                                  $
         92,218                           $
              16,203        $
        3,665 
     $               $
       112,086


        Cost of revenues
         (excluding
         depreciation and
         amortization)                                   23,644                                       10,800                896                         35,340

    ---

                                                         68,574                                        5,403              2,769                         76,746


        Selling, general and
         administrative
         expenses                                         5,484                                        3,502              1,781            2,350         13,117


        Research and
         development
         expenses                                                                                     1,161                999                          2,160


        Depreciation of
         property, plant and
         equipment                                          261                                          493                 62                1            817


        Amortization of
         intangibles                                     16,097                                        1,308              1,262                         18,667


        Loss on disposal of
         intangibles                                     15,190                                                                                       15,190


        Special charges                                                                                                                 1,512          1,512

    ---

        Results from
         operations                                      31,542                                      (1,061)           (1,335)         (3,863)        25,283


        Finance income                                    (467)                                         (1)                              (77)         (545)


        Finance expense                                     926                                           54                  6              (2)           984


        Foreign exchange
         loss (gain)                                      (516)                                         695                 43            (694)         (472)


        Other income                                                                                  (300)                                           (300)

    ---

        Income (loss) before
         taxes                                           31,599                                      (1,509)           (1,384)         (3,090)        25,616


        Current income tax
         expense                                          6,516                                          333                 34                          6,883


        Deferred income tax
         expense (recovery)                             (7,869)                                       (920)             (485)           5,416        (3,858)

    ---

        Income tax expense
         (recovery)                                     (1,353)                                       (587)             (451)           5,416          3,025

    ---

        Net earnings (loss)                       $
         32,952                            $
              (922)       $
        (933)      $
     (8,506)   $
       22,591

    ===



        Adjusted EBITDA                                  63,147                                        1,517                523          (2,054)        63,133




                     Other reconciling
                      items:


        Effect of deleted
         deferred revenue                                                                               107                534                            641


        Increased costs from
         inventory step-up                                                                              581                                              581


        Stock-based
         compensation                                        57                                           99                                296            452


        Effect of deleted
         prepaid expense                                                                               (10)                                            (10)

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/1858362/6CC5061D06CF512665FE4AF163E1FFBB

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/1858362/6CC5061D06CF512665FE4AF163E1FFBB

Telephone replay will be available from 1:00 PM ET on November 8, 2018 until 11:59 PM ET on November 15, 2018 at: 1.855.859.2056 (Toll Free) or 1.416.849.0833 (International). The telephone replay requires the passcode 9560049.

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 September 30,                              Nine months ended September 30,

                                                                                                                                                     ---

                                                                                    2018                                   2017                       2018                    2017

                                                                                                                                                                            ---


       Revenues                                                                          $
       
                19,579                      $
             85,897                             $
          
            51,985         $
            112,086



       Cost of revenues (excluding depreciation and amortization)                                        14,440                                 18,425                                              42,713                    35,340

    ---

                                                                                                           5,139                                 67,472                                               9,272                    76,746



       Operating expenses



       Selling, general and administrative expenses                                                       6,871                                  6,501                                              20,960                    13,117



       Research and development expenses                                                                    902                                  1,492                                               2,694                     2,160



       Depreciation of property, plant and equipment                                                        372                                    556                                               1,155                       817



       Amortization of intangibles                                                                        6,298                                  7,336                                              19,491                    18,667



       Loss on disposal of intangible assets                                                                                   15,190                                                                        15,190



       Special charges                                                                                    2,320                                    218                                               2,320                     1,512

    ---

                                                                                                          16,763                                 31,293                                              46,620                    51,463




       Results from operations                                                                         (11,624)                                36,179                                            (37,348)                   25,283





       Finance income                                                                                     (140)                                  (93)                                              (522)                    (545)



       Finance expense                                                                                       78                                    970                                                 157                       984



       Foreign exchange loss (gain)                                                                          91                                    239                                                (74)                    (472)



       Other income                                                                                       (247)                                 (231)                                            (1,153)                    (300)

    ---


       Income (loss) before taxes                                                                      (11,406)                                35,294                                            (35,756)                   25,616





       Current income tax expense                                                                           755                                  5,309                                                 651                     6,883



       Deferred income tax expense (recovery)                                                           (2,880)                                 3,774                                             (7,216)                  (3,858)

    ---


       Income tax expense (recovery)                                                                    (2,125)                                 9,083                                             (6,565)                    3,025

    ---


       
                Net earnings (loss)                                                 $
       
                (9,281)                     $
             26,211                           $
          
            (29,191)         $
            22,591

    ===                                                                                                                                                                                                                          ===




       Net earnings (loss) per share



         Basic and fully diluted                                                         $
       
                (0.08)                       $
             0.22                             $
          
            (0.25)           $
            0.19





       Weighted average number of common shares



         Basic                                                                                      118,817,466                            118,627,249                                         118,752,303               118,595,713



         Fully diluted                                                                              118,817,466                            118,627,249                                         118,752,303               118,595,713



       
                Quarterhill Inc.



       Supplemental Condensed Consolidated Interim Statements of Operations Information



       (Unaudited)



       (in thousands of United States dollars)




                                                                                Three months ended
                                                                                   September 30,                    Nine months ended September 30,

                                                                                                                              ---

                                                         2018                                      2017         2018                    2017

                                                                                                                                      ---

                     Revenues


          License                                                $
              
                4,762         $
       72,158                           $
        
       12,898  $
      91,470



         Systems                                                                       7,885               6,759                                     19,757       9,826



         Services                                                                        660                 780                                      2,040       1,494



         Recurring                                                                     6,272               6,200                                     17,290       9,296

    ---

        Total revenues                                          $
              
                19,579         $
       85,897                           $
        
       51,985 $
      112,086

    ===                                                                                                                                                             ===



                     Cost of revenues (excluding
                      depreciation and
                      amortization)


          License                                                $
              
                5,927          $
       9,864                           $
        
       19,927  $
      23,706



         Systems                                                                       5,281               4,740                                     13,392       6,638



         Services                                                                        305                 500                                        995         821



         Recurring                                                                     2,927               3,321                                      8,399       4,175

    ---

        Total cost of
         revenues                                               $
              
                14,440         $
       18,425                           $
        
       42,713  $
      35,340

    ===                                                                                                                                                             ===



     
                Quarterhill Inc.



     Condensed Consolidated Interim Statements of Comprehensive Income (Loss)



     (Unaudited)



     (in thousands of United States dollars)


                                                                     Three months ended September
                                                                                    30,                            Nine months ended September 30,

                                                                                                                              ---

                                                   2018                                           2017        2018                      2017

                                                                                                                                      ---

       Net earnings (loss)                                $
              
                (9,281)             $
     26,211                             $
        
     (29,191) $
     22,591




       Other comprehensive income (loss):


       Foreign currency translation
        adjustment                                                                   424                  3,209                                      (1,847)     3,742



      Comprehensive income
       (loss)                                             $
              
                (8,857)             $
     29,420                             $
        
     (31,038) $
     26,333

                                                                                                                                                                   ===



       
                Quarterhill Inc.



       Condensed Consolidated Interim Balance Sheets



       (Unaudited)



       (in thousands of United States dollars)





       As at                                         September 30,                      December 31,
                                                               2018                               2017

    ---                                                                                           ---


       Current assets


        Cash and cash equivalents                                    $
       
           57,698                      $
            81,818



       Short-term investments                                                   1,200                                 1,236


        Restricted short-term investments                                        3,500                                 3,500



       Accounts receivable                                                     16,425                                19,298



       Other current assets                                                        16                                    13



       Unbilled revenue                                                         6,647                                 3,045



       Income taxes receivable                                                    241                                   144



       Inventories                                                              6,080                                 5,083



       Prepaid expenses and deposits                                            3,383                                 4,129

    ---

                                                                                95,190                               118,266



       Non-current assets



       Property, plant and equipment                                            2,955                                 3,801



       Intangible assets                                                       95,002                               114,944



       Investment in joint venture                                              3,980                                 3,383



       Deferred income tax assets                                              26,913                                20,195



       Goodwill                                                                42,091                                42,587

    ---


       TOTAL ASSETS                                                $
       
           266,131                     $
            303,176

    ===                                                                                                                   ===




       Liabilities



       Current liabilities



       Bank indebtedness                                             $
       
           5,674                       $
            3,568


        Accounts payable and accrued liabilities                                15,093                                20,487



       Income taxes payable                                                        29                                   599



       Patent finance obligation                                                                      4,090


        Current portion of deferred revenue                                      5,752                                 6,733


        Current portion of long-term debt                                           77                                   115



       Contingent consideration                                                 4,474                                 4,474

    ---

                                                                                31,099                                40,066



       Non-current liabilities



       Deferred revenue                                                         1,616                                   884



       Long-term debt                                                             347                                   401


        Deferred income tax liabilities                                          5,315                                 7,291

    ---


       TOTAL LIABILITIES                                                       38,377                                48,642

    ---


       Shareholders' equity



       Capital stock                                                          419,111                               418,873



       Additional paid-in capital                                              22,757                                22,489


        Accumulated other comprehensive income                                  18,264                                20,111



       Deficit                                                              (232,378)                            (206,939)

    ---

                                                                               227,754                               254,534



        TOTAL LIABILITIES AND
         SHAREHOLDERS' EQUITY                                       $
       
           266,131                     $
            303,176

    ---                                                                                                                   ---



       
                Quarterhill Inc.



        Condensed Consolidated Interim Statements of Cash Flows



       (Unaudited)



       (in thousands of United States dollars)




                                                                                 Three months ended September
                                                                                                30,                                         Nine months ended September 30,

                                                                                                                                                      ---

                                                                        2018                                  2017                     2018                     2017

                                                                                                                                                              ---


       Cash generated from (used in):



       Operations



       Net earnings (loss)                                                  $
       
                (9,281)                     $
          26,211                            $
         
          (29,191)            $
            22,591



         Non-cash items



       Stock-based compensation                                                                 114                                 273                                               268                          452



       Depreciation and amortization                                                          6,671                               7,892                                            20,647                       19,484



       Foreign exchange loss (gain)                                                            (51)                               (20)                                              111                        (166)



       Equity in earnings from joint venture                                                  (246)                              (231)                                            (884)                       (300)



       Loss on disposal of assets                                                              (26)                                (5)                                             (25)                         (5)



       Loss on disposal of intangible assets                                                                       15,190                                                                      15,190



       Deferred income tax expense (recovery)                                               (2,880)                              3,774                                           (7,216)                     (3,858)



       Accrued investment income                                                                                      922                                                                         772



       Embedded derivatives                                                                     (2)                                 11                                               (3)                          21



         Changes in non-cash working capital balances                                       (3,273)                           (44,740)                                          (1,650)                    (33,422)

    ---


       Cash generated (used) from operations                                                (8,974)                              9,277                                          (17,943)                      20,759



       Financing



       Dividends paid                                                                       (1,143)                            (1,173)                                          (3,469)                     (3,401)



       Bank indebtedness                                                                        993                                 401                                             2,106                        1,924



       Repayment of long-term debt                                                             (17)                              (372)                                             (92)                       (396)



       Common shares repurchased under normal course issuer bid                                                                                                                                (552)



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

    ---


       Cash used in financing                                                                 (167)                            (1,144)                                          (1,428)                     (2,392)



       Investing



       Business acquisitions, net of cash acquired                                                                (1,112)                                                                   (67,415)



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



       Proceeds from sale of property, plant and equipment               43                                                                                    54



       Purchase of property and equipment                                                     (253)                              (142)                                            (419)                       (256)



       Repayment of patent finance obligations                                              (1,389)                           (15,389)                                          (4,167)                    (18,167)



       Purchase of intangibles                                                                 (25)                                (8)                                            (114)                        (12)

    ---


       Cash used in investing                                                               (1,624)                           (16,651)                                          (4,646)                    (89,350)



       Foreign exchange gain (loss) on cash held in foreign currency                             48                                  20                                             (103)                         247

    ---


       Net decrease in cash and cash equivalents                                           (10,717)                            (8,498)                                         (24,120)                    (70,736)



       Cash and cash equivalents, beginning of period                                        68,415                              44,315                                            81,818                      106,553

    ---


       Cash and cash equivalents, end of period                              $
       
                57,698                      $
          35,817                              $
        
           57,698             $
            35,817

    ===                                                                                                                                                                                                            ===



              
                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 income:



              Net income                                                                                                                                                            22,591                         22,591



              Other comprehensive income                                                                                                                      3,742                                                 3,742



              Shares and options issued:



              Stock-based compensation expense                                                                                452                                                                                     452



              Shares issued upon acquisition                                                662                                                                                                                       662



              Sale of shares under Employee Share                                            33                                                                                                                        33
    Purchase Plan



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



              Dividends declared                                                                                                                                                   (3,401)                       (3,401)

    ---


              Balance - September 30, 2017                                                      $
       418,838                      $
       22,278                       $
       19,967            $
       (193,412)                 $
       267,671

    ===                                                                                                                                                                                                                          ===




              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                                                                                                                                                            (29,191)                      (29,191)



              Other comprehensive loss                                                                                                                      (1,847)                                              (1,847)



              Shares and options issued:



              Stock-based compensation expense                                                                                268                                                                                     268



              Deferred stock units converted to shares                                      211                                                                                                                       211



              Shares issued under Employee Share                                             27                                                                                                                        27
    Purchase Plan



              Dividends declared                                                                                                                                                   (3,469)                       (3,469)

    ---


              Balance - September 30, 2018                                                      $
       419,111                      $
       22,757                       $
       18,264            $
       (232,378)                 $
       227,754

    ===                                                                                                                                                                                                                          ===



       
                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 September 30,                        Nine months ended September 30,

                                                                                                                                                  ---


       Adjusted EBITDA                                                             2018                                   2017                          2018                      2017

                                                                                                                                                                                 ---


       Net earnings (loss)                                                              $
       
                (9,281)                        $
             26,211                             $
       
           (29,191)            $
            22,591





       Adjusted for:



       Income tax expense (recovery)                                                                    (2,125)                                    9,083                                           (6,565)                       3,025



       Foreign exchange loss (gain)                                                                          91                                       239                                              (74)                       (472)



       Finance expense                                                                                       78                                       970                                               157                          984



       Finance income                                                                                     (140)                                     (93)                                            (522)                       (545)



       Special charges                                                                                    2,320                                       218                                             2,320                        1,512



       Amortization of intangibles                                                                        6,298                                     7,336                                            19,491                       18,667



       Loss on disposal of intangible                                                                                          15,190                                                                        15,190



       Depreciation of property, plant and equipment                                                        372                                       556                                             1,155                          817



       Effect of deleted deferred revenue                                                                     8                                       374                                               314                          641



       Increased costs from inventory step-up                                                                                     444                                                                           581



       Effect of deleted prepaid expenses                                                                                        (10)                                                                         (10)



       Stock-based compensation                                                                             114                                       273                                               268                          452



       Other income                                                                                       (247)                                    (231)                                          (1,153)                       (300)

    ---


       
                Adjusted EBITDA                                                     $
       
                (2,512)                        $
             60,560                             $
       
           (13,800)            $
            63,133

    ===                                                                                                                                                                                                                              ===




       
                
                  Adjusted EBITDA per share

    ---


       Net earnings (loss)                                                               $
       
                (0.08)                          $
             0.22                               $
       
           (0.25)              $
            0.19





       Adjusted for:



       Income tax expense (recovery)                                                                     (0.02)                                     0.08                                            (0.06)                        0.03



       Foreign exchange loss (gain)



       Finance expense                                                                                                           0.01                                                                          0.01



       Finance income



       Special charges                                                             0.02                                                                                         0.02                            0.01



       Amortization of intangibles                                                                         0.05                                      0.06                                              0.16                         0.16



       Loss on disposal of intangible                                                                                            0.13                                                                          0.13



       Depreciation of property, plant and equipment                                                                                                                           0.01                            0.01



       Effect of deleted deferred revenue                                                                                                                                                                     0.01



       Increased costs from inventory step-up



       Effect of deleted prepaid expenses



       Stock-based compensation



       Other income                                                                                                                                                          (0.01)

    ---


       
                Adjusted EBITDA per share                                            $
       
                (0.03)                     $
      
               0.50                               $
       
           (0.13)         $
      
              0.55

    ===                                                                                                                                                                                                                              ===




       Weighted average number of Common Shares



         Basic                                                                                      118,817,466                               118,627,249                                       118,752,303                  118,595,713

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SOURCE Quarterhill Inc.