Quarterhill Announces Second Quarter 2019 Financial Results

Revenue of $42.4 million, Adjusted EBITDA of $12.9 million
Ending cash balance of $88.0 million

KITCHENER, ON, Aug. 8, 2019 /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, 2019. All financial information in this press release is reported in U.S. dollars, unless otherwise indicated.

Second Quarter 2019 Highlights

    --  Revenues of $42.4 million, compared to $20.4 million in Q2 last year
    --  Recurring revenues of $5.7 million, compared to $6.8 million in Q2 last
        year
    --  Adjusted EBITDA* of $12.9 million, compared to ($4.0) million in Q2 last
        year
    --  Net loss of ($4.5) million, or ($0.04) per basic and diluted common
        share, compared to net loss of ($7.9) million, or ($0.07) per basic and
        diluted common share, in Q2 last year
    --  Cash and cash equivalents were $88.0 million at June 30, 2019, compared
        to $67.3 million at December 31, 2018
    --  IRD achieved record quarterly revenue of $14.8 million
    --  WiLAN generated revenue of $24.7 million and Adjusted EBITDA $12.3
        million
    --  Subsequent to quarter-end, VIZIYA signed significant software license
        agreements with two new customers

"Q2 saw the positive momentum from the prior two quarters continue with results driven by strong revenue at WiLAN and IRD, as well as positive Adjusted EBITDA from all three portfolio companies," said Doug Parker, President and CEO, Quarterhill. "As we have said in the past, revenue at WiLAN can be variable on a quarter-to-quarter basis and its financial performance should be viewed over a longer time frame. So far in 2019 we have seen the positive side of this variability as WiLAN has posted significant year-over-year gains on both a quarterly and year-to-date basis."

"We are well-capitalized to pursue our M&A-driven diversification strategy as we ended Q2 with just under $90.0 million on the balance sheet. This is a significant increase from year-end and primarily reflects the cash-generating capabilities of WiLAN and to a lesser extent the benefits of our recent restructurings and cost management efforts. While the top-end of our M&A funnel continues to expand, and we are seeing interesting tuck-in opportunities for our existing businesses, the M&A market is arguably at historic valuation highs. In this environment we will continue to remain patient capital allocators and will only buy assets that meet our disciplined acquisition criteria."

"Subsequent to quarter-end, VIZIYA signed two significant software license contracts in July. While revenue from the contracts will be recognized in Q3, the combined size of these deals was large enough to require us to adjust our contingency related to the VIZIYA earn-out in our Q2 statements. As we have spoken about previously, VIZIYA has multiple opportunities in its pipeline with significant revenue potential but that face longer sales cycles. While greater detail will be available with our Q3 reporting, these two transactions demonstrate the positive financial impact that can be felt when one or two of those larger opportunities are realized. Companies in traditional Enterprise Asset Management sectors, such as Mining, Metals and Energy, have faced a challenging business environment for several years, and we believe these agreements are testament to the operational and economical value that VIZIYA's solutions can deliver to its customer base."

Approval of Eligible Dividend
The Board of Directors has declared an eligible quarterly dividend of CDN $0.0125 per common share payable on October 4, 2019, to shareholders of record on September 13, 2019.

Business Strategy and Segments
Quarterhill's acquisition strategy focuses primarily on financial metrics while remaining cognizant of broader technology and market trends as it builds 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, the Company seeks to enable shareholders to benefit from consolidation and convergence trends in today's technology industry.

Q2 and Year-to-Date 2019 Consolidated Financial Review
Consolidated revenues for the three months ended June 30, 2019 ("Q2 2019") were $42.4 million, compared to $20.4 million in Q2 2018, representing growth of 108%. Consolidated revenues for the six months ended June 30, 2019 ("Year-to-Date") were $82.2 million, compared to $32.4 million in the same period last year, representing growth of 154%. For both Q2 2019 and the Year-to-Date period, the increase in revenue is due to growth at WiLAN and IRD, offset in part, by lower revenue at VIZIYA.

Gross margin for Q2 2019 was $20.5 million, or 48%, compared to $3.9 million, or 19%, in Q2 2018. Gross margin for the six months ended June 30, 2019 was $40.6 million, or 49%, compared to $4.1 million, or 13%, in the same period last year. For both Q2 2019 and the Year-to-Date period, positive and increased gross margin is due to strong financial results from WiLAN and IRD, offset in part, by financial results at VIZIYA.

Operating expenses include selling, general and administrative costs, research and development costs, depreciation and amortization of intangible assets and special charges. Q2 2019 operating expenses included a special charge of $10.6 million related to the earn-out payment in the VIZIYA acquisition. As a result of the significant licenses signed in July, VIZIYA is now expected to achieve its performance targets and earn more than 100% of the eligible earn-out payment. The Company has therefore revalued the contingent liability associated with the earn-out from $0.9 million to $11.6 million, leading to the $10.6 million special charge in Q2 2019. This liability will be retired no later than October 31, 2019, subject to the terms of the VIZIYA acquisition agreement, through the issuance of 3,647,417 Common Shares and cash consideration in the amount of approximately $7.1 million.

Excluding the $10.6 million special charge, operating expenses for Q2 2019 were $14.0 million, compared to $14.7 million in Q2 2018, and for the Year-to-Date period were $28.7 million, compared to $29.9 million in the same period last year. Operating expenses decreased year-over-year due to the restructurings at IRD and WiLAN that took place in 2018, offset in part by a $0.4 million increase in R&D and a $0.5 million special charge in Q2 2019 related to the non-cash write-off of leasehold improvements resulting from the relocation of WiLAN to smaller, more cost effective facilities.

Adjusted EBITDA for Q2 2019 was $12.9 million compared to ($4.0) million in Q2 2018. Adjusted EBITDA for the six months ended June 30, 2019 was $25.3 million compared to ($11.3) million in the same period last year. Adjusted EBITDA for the three- and six-month periods ended June 30, 2019 reflects higher revenue from WiLAN and IRD, and a positive Adjusted EBITDA contribution from all three portfolio companies.

Net loss for Q2 2019 was ($4.5) million, or ($0.04) per basic and diluted Common Share, compared to net loss of ($7.9) million or ($0.07) per basic and diluted Common Share in Q2 2018. Net loss for the six months ended June 30, 2019 was ($4.4) million, or ($0.04) per basic and diluted Common Share, compared to a net loss of ($19.9) million, or ($0.17) per basic and diluted Common Share, in the same period last year. Excluding the $10.6 million special charge related to the earn-out at VIZIYA, Quarterhill would have generated net income of $6.2 million, or $0.05 per basic and diluted share, and $6.2 million, or $0.05 per basic and diluted share, in the Q2 2019 and Year-to-Date periods, respectively. Year-over-year, the Company's bottom-line improved primarily due to higher revenue at WiLAN and IRD combined with a lower cost base following the restructurings at those two companies in 2018.

Cash generated from operations in Q2 2019 was $34.0 million, compared to cash used in operations of ($2.4) million in Q2 2018. Cash generated from operations for the Year-to-Date period was $21.6 million, compared to cash used in operations of ($9.0) million in the same period last year. Cash from operations in Q2 2019 benefited from the strong performance at WiLAN and IRD as well as the collection of certain receivables tied to revenue generated in Q1 2019.

Cash and cash equivalents and short-term investments amounted to $88.0 million at June 30, 2019, compared to $67.3 million at December 31, 2018.

The table below highlights financial performance for the Company's Licensing, Intelligent Systems and Enterprise Software 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, 2019



                                                                   Licensing              Intelligent                                  Enterprise    Corporate     Total

                                                                                            Systems                                     Software




       Revenues                                                             $
      24,743                               $
            14,786            $
           2,827 
           $                $
       42,356



       Cost of revenues (excluding depreciation and amortization)               11,987                                          9,488                       356                               21,831

    ---

                                                                                 12,756                                          5,298                     2,471                               20,525



       Selling, general and administrative expenses                                465                                          2,584                     1,444                  2,157          6,650



       Research and development expenses                                                                                         617                       620                                1,237



       Depreciation of property, plant and equipment                                30                                            292                        36                      4            362



       Amortization of intangibles                                               3,516                                            940                       757                                5,213



       Special charges                                                             532                                                                                        10,648         11,180

    ---


       Results from operations                                                   8,213                                            865                     (386)              (12,809)       (4,117)



       Finance income                                                             (39)                                           (4)                                          (248)         (291)



       Finance expense                                                                                                           233                         1                      1            235



       Foreign exchange loss (gain)                                              (176)                                            55                        15                    186             80



       Other income                                                                (3)                                         (177)                                                        (180)

    ---


       Income (loss) before taxes                                                8,431                                            758                     (402)              (12,748)       (3,961)



       Current income tax expense (recovery)                                        40                                           (49)                        1                                  (8)



       Deferred income tax expense (recovery)                                    1,900                                          (362)                    (175)                 (846)           517

    ---


       Income tax expense (recovery)                                             1,940                                          (411)                    (174)                 (846)           509

    ---


       Net income (loss)                                                     $
      6,491                                $
            1,169            $
           (228)           $
     (11,902)  $
       (4,470)

    ===




       Adjusted EBITDA                                                          12,302                                          2,124                       422                (1,982)        12,866





       
              Other reconciling items:



       Stock-based compensation                                                     11                                             27                        15                    175            228


                                                                                       
        For the six months ended June 30, 2019



                                                                   Licensing             Intelligent                                    Enterprise     Corporate     Total

                                                                                           Systems                                       Software




       Revenues                                                             $
     52,868                               $
              24,124             $
           5,202 
           $                  $
        82,194



       Cost of revenues (excluding depreciation and amortization)              24,776                                           16,185                        663                                  41,624

    ---

                                                                                28,092                                            7,939                      4,539                                  40,570



       Selling, general and administrative expenses                             1,025                                            5,090                      3,018                   4,104           13,237



       Research and development expenses                                                                                        1,208                      1,208                                   2,416



       Depreciation of property, plant and equipment                               71                                              594                         67                       8              740



       Amortization of intangibles                                              7,044                                            1,886                      1,514                                  10,444



       Special charges                                                          1,829                                                                                            10,648           12,477

    ---


       Results from operations                                                 18,123                                            (839)                   (1,268)               (14,760)           1,256



       Finance income                                                            (57)                                             (6)                                            (430)           (493)



       Finance expense                                                                                                            276                          2                       1              279



       Foreign exchange loss (gain)                                             (368)                                             247                         48                     395              322



       Other income                                                               (3)                                           (251)                                                            (254)

    ---


       Income (loss) before taxes                                              18,551                                          (1,105)                   (1,318)               (14,726)           1,402



       Current income tax expense                                               3,947                                               85                          1                                   4,033



       Deferred income tax expense (recovery)                                   3,848                                            (957)                     (503)                  (578)           1,810

    ---


       Income tax expense (recovery)                                            7,795                                            (872)                     (502)                  (578)           5,843

    ---


       Net income (loss)                                                    $
     10,756                                $
              (233)            $
           (816)            $
     (14,148)   $
        (4,441)

    ===




       Adjusted EBITDA                                                         27,057                                            1,698                        342                 (3,771)          25,326





       
                Other reconciling items:



       Stock-based compensation                                                  (10)                                              57                         29                     333              409


                                                                                          
      For the three months ended June 30, 2018



                                                                   Licensing                Intelligent                                    Enterprise     Corporate     Total

                                                                                              Systems                                       Software




       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 expenses                                  607                                            2,713                      1,733                 1,983           7,036



       Research and development expenses                                                                                             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)

    ---


       Income (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 income (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 six months ended June 30, 2018



                                                                   Licensing                  Intelligent                                     Enterprise      Corporate     Total

                                                                                                Systems                                        Software




       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 expenses                                  1,238                                             5,286                       3,302                  4,263            14,089



       Research and development expenses                                                                                              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)

    ---


       Income (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 income (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

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/2049478/8C0FE2C7ACF78F8AABA72BDE413DEE14

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/2049478/8C0FE2C7ACF78F8AABA72BDE413DEE14

Telephone replay will be available from 1:00 p.m. Eastern Time on August 8, 2019 until 11:59 p.m. Eastern Time on August 15, 2019 at: 1.855.859.2056 (Toll Free) or 1.416.849.0833 (International). The telephone replay requires the passcode 2799096.

Non-GAAP Disclosure*
Quarterhill follows U.S. GAAP in preparing its interim and annual financial statements. We use the term "Adjusted EBITDA" to mean net income (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 income 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 INCOME 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 February 28, 2019 annual information form for the year ended December 31, 2018 (the "AIF"). Copies of the AIF may be obtained at www.sedar.com and as part of Quarterhill's Form 40-F for the year ended December 31, 2018 filed with the U.S. Securities and Exchange Commission and available at www.sec.com. 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,



                                                                                      2019                                    2018                    2019                                        2018




       Revenues                                                                            $
      
              42,356                    $
            20,397                     $
              
            82,194       $
            32,406



       Cost of revenues (excluding depreciation and amortization)                                       21,831                              16,539                                          41,624                 28,273

    ---

                                                                                                         20,525                               3,858                                          40,570                  4,133



       Operating expenses



       Selling, general and administrative expenses                                                      6,650                               7,036                                          13,237                 14,089



       Research and development expenses                                                                 1,237                                 853                                           2,416                  1,792



       Depreciation of property, plant and equipment                                                       362                                 388                                             740                    783



       Amortization of intangibles                                                                       5,213                               6,442                                          10,444                 13,193



       Special charges                                                             11,180                                                                     12,477

    ---

                                                                                                         24,642                              14,719                                          39,314                 29,857




       Results from operations                                                                         (4,117)                           (10,861)                                          1,256               (25,724)





       Finance income                                                                                    (291)                              (191)                                          (493)                 (382)



       Finance expense                                                                                     235                                  40                                             279                     79



       Foreign exchange loss (gain)                                                                         80                                (35)                                            322                  (165)



       Other income                                                                                      (180)                              (579)                                          (254)                 (906)

    ---


       Income (loss) before taxes                                                                      (3,961)                           (10,096)                                          1,402               (24,350)





       Current income tax expense (recovery)                                                               (8)                                217                                           4,033                  (104)



       Deferred income tax expense (recovery)                                                              517                             (2,448)                                          1,810                (4,336)

    ---


       Income tax expense (recovery)                                                                       509                             (2,231)                                          5,843                (4,440)

    ---


       
                Net loss                                                              $
      
              (4,470)                  $
            (7,865)                   $
              
            (4,441)    $
            (19,910)

    ===




       Net loss per share



         Basic and fully diluted                                                           $
      
              (0.04)                   $
            (0.07)                    $
              
            (0.04)      $
            (0.17)





       Weighted average number of common shares



         Basic                                                                                     118,817,466                         118,779,445                                     118,817,466            118,719,182



         Fully diluted                                                                             118,817,466                         118,779,445                                     118,817,466            118,719,182



       
                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,



                                                         2019                                           2018                 2019                            2018



                     Revenues


          License                                               $
              
                25,581               $
       5,643                           $
     
       53,561   $
        8,136



         Systems                                                                      10,492                    7,179                                  16,094        11,872



         Services                                                                        547                      727                                   1,193         1,380



         Recurring                                                                     5,736                    6,848                                  11,346        11,018

    ---

        Total revenues                                          $
              
                42,356              $
       20,397                           $
     
       82,194  $
        32,406

    ===



                     Cost of revenues (excluding
                      depreciation and
                      amortization)


          License                                               $
              
                11,987               $
       8,069                           $
     
       24,793  $
        14,000



         Systems                                                                       6,863                    4,645                                  10,656         8,111



         Services                                                                        356                      385                                     646           690



         Recurring                                                                     2,625                    3,440                                   5,529         5,472

    ---

        Total cost of
         revenues                                               $
              
                21,831              $
       16,539                           $
     
       41,624  $
        28,273

    ===



     
                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,



                                                                               2019                                2018                      2019                        2018




      Net loss                                                                     $
     
                (4,470)             $
      (7,865)                           $
     
     (4,441)    $
     (19,910)





      Other comprehensive income (loss):



      Foreign currency translation adjustment                                                        158                  (1,481)                                    757         (2,271)




     Comprehensive income (loss)                                                   $
     
                (4,312)             $
      (9,346)                           $
     
     (3,684)    $
     (22,181)



       
                Quarterhill Inc.



       Condensed Consolidated Interim Balance Sheets



       (Unaudited)



       (in thousands of United States dollars)





       As at                                         June 30, 2019                    December 31, 2018

    ---


       Current assets



       Cash and cash equivalents                                    $
       
         84,634                    $
          63,929



       Short-term investments                                                   1,181                             1,139


        Restricted short-term investments                                        2,200                             2,200



       Accounts receivable                                                      9,786                            10,812



       Other current assets                                                                                         91



       Unbilled revenue                                                         6,638                             3,990



       Income taxes receivable                                                     52                               198



       Inventories                                                              6,100                             5,960



       Prepaid expenses and deposits                                            2,368                             2,332

    ---

                                                                               112,959                            90,651



       Non-current assets



       Accounts receivable                                                        333                               415



       Right-of-use assets                                                      3,895



       Property, plant and equipment                                            1,886                             2,655



       Intangible assets                                                       77,669                            87,425



       Investment in joint venture                                              4,057                             3,822



       Deferred income tax assets                                              23,918                            27,141



       Goodwill                                                                25,302                            25,303

    ---


       TOTAL ASSETS                                                $
       
         250,019                   $
          237,412

    ===




       Liabilities



       Current liabilities



       Bank indebtedness                                             $
       
         4,514                     $
          2,598


        Accounts payable and accrued liabilities                                21,612                            18,103



       Income taxes payable                                                        37



       Right-of-use lease liabilities                                             699


        Current portion of deferred revenue                                      4,840                             4,670


        Current portion of long-term debt                                           61                               299



       Contingent consideration                                                11,577                               929

    ---

                                                                                43,340                            26,599



       Non-current liabilities



       Deferred revenue                                                         1,144                             1,435



       Right-of-use lease liabilities                                           3,059



       Long-term debt                                                             175                               173



       Deferred income tax liabilities                                          2,939                             4,337

    ---


       TOTAL LIABILITIES                                                       50,657                            32,544

    ---


       Shareholders' equity



       Capital stock                                                          419,111                           419,111



       Additional paid-in capital                                              23,366                            22,957


        Accumulated other comprehensive income                                  17,000                            16,243



       Deficit                                                              (260,115)                        (253,443)

    ---

                                                                               199,362                           204,868



        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $
       
         250,019                   $
          237,412

    ---



              
                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,



                                                                               2019                                 2018                                 2019                                      2018




              Cash generated from (used in):



              Operations



              Net loss                                                             $
      
                (4,470)                     $
         (7,865)                                  $
        
         (4,441)              $
         (19,910)



              Non-cash items



              Stock-based compensation                                                                228                                 (2)                                                  409                           154



              Depreciation and amortization                                                         5,575                               6,830                                                11,184                        13,976



              Foreign exchange (gain) loss                                                           (34)                                 84                                                  (96)                          162



              Equity in income from joint venture                                                   (177)                              (388)                                                (251)                        (638)



              Loss on disposal of assets                                       587                                                                                          587                                1



              Deferred income tax expense (recovery)                                                  517                             (2,448)                                                1,810                       (4,336)



              Embedded derivatives                                                                     29                                 (3)                                                   99                           (1)



              Contingent consideration adjustment                           10,648                                                                                       10,648



              Changes in non-cash working capital balances                                         21,124                               1,362                                                 1,686                         1,623

    ---


              Cash generated from (used in) operations                                             34,027                             (2,430)                                               21,635                       (8,969)



              Financing



                    Accounts receivable - non current (net)                     18                                                                                           82



              Dividends paid                                                                      (1,101)                            (1,155)                                              (2,231)                      (2,326)



              Bank indebtedness                                                                     1,844                               3,170                                                 1,916                         1,113



              Repayment of long-term debt                                                           (212)                               (60)                                                (236)                         (75)



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

    ---


              Cash generated from (used in) financing                                                 549                               1,982                                                 (469)                      (1,261)



              Investing



              Proceeds from sale of property, plant and equipment                                                                                                                                           11



              Purchase of property and equipment                                                    (308)                               (43)                                                (466)                        (166)



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



              Purchase of intangibles                                                                (73)                               (48)                                                 (93)                         (89)

    ---


              Cash used in investing                                                                (381)                            (1,480)                                                (559)                      (3,022)



              Foreign exchange gain (loss) on cash held in foreign currency                            33                                (76)                                                   98                         (151)

    ---


              Net increase (decrease) in cash and cash equivalents                                 34,228                             (2,004)                                               20,705                      (13,403)



              Cash and cash equivalents, beginning of period                                       50,406                              70,419                                                63,929                        81,818

    ---


              Cash and cash equivalents, end of period                              $
      
                84,634                       $
         68,415                                    $
       
          84,634               $
           68,415

    ===



       
                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, 2018                                                       $
       418,873                      $
       22,489                             $
        20,111              $
       (199,718)           $
       261,755



       For the three months ended March 31, 2018



       Net loss                                                                                                                                                                   (12,045)                (12,045)



       Other comprehensive loss                                                                                                                            (790)                                             (790)



       Stock-based compensation expense                                                                              156                                                                                        156



       Dividends declared                                                                                                                                                          (1,171)                 (1,171)

    ---


       Balance March 31, 2018                                                             418,873                           22,645                                   19,321                   (212,934)                247,905

    ---


       For the three months ended June 30, 2018



       Net loss                                                                                                                                                                    (7,865)                 (7,865)



       Other comprehensive loss                                                                                                                          (1,481)                                           (1,481)



       Stock-based compensation expense                                                                              (2)                                                                                       (2)



       Conversion of deferred stock units to common shares                         211                                                                                                                          211



       Shares issued under Employee Share Purchase Plan                             27                                                                                                                           27



       Dividends declared                                                                                                                                                          (1,155)                 (1,155)

    ---


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

    ===




       Balance - January 1, 2019                                                       $
       419,111                      $
       22,957                             $
        16,243              $
       (253,443)           $
       204,868



       For the three months ended March 31, 2019



       Net income                                                                                                                                                                       29                       29



       Other comprehensive income                                                                                                                            599                                                599



       Stock-based compensation expense                                                                              181                                                                                        181



       Dividends declared                                                                                                                                                          (1,130)                 (1,130)

    ---


       Balance - March 31, 2019                                                        $
       419,111                      $
       23,138                             $
        16,842              $
       (254,544)           $
       204,547

    ---


       For the three months ended June 30, 2019



       Net income                                                                                                                                                                  (4,470)                 (4,470)



       Other comprehensive income                                                                                                                            158                                                158



       Stock-based compensation expense                                                                              228                                                                                        228



       Dividends declared                                                                                                                                                          (1,101)                 (1,101)

    ---


       Balance - June 30, 2019                                                         $
       419,111                      $
       23,366                             $
        17,000              $
       (260,115)           $
       199,362

    ---



       
                Quarterhill Inc.



       Reconciliations of GAAP Net Income (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                                                         2019                                        2018                             2019                                         2018

    ---


       Net loss                                                                     $
        
                (4,470)                            $
           (7,865)                   $
              
             (4,441)           $
           (19,910)





       Adjusted for:



       Income tax expense (recovery)                                                                     509                                      (2,231)                                           5,843                      (4,440)



       Foreign exchange loss (gain)                                                                       80                                         (35)                                             322                        (165)



       Finance expense                                                                                   235                                           40                                              279                           79



       Finance income                                                                                  (291)                                       (191)                                           (493)                       (382)



       Special charges                                                       11,180                                                                                  12,477



       Amortization of intangibles                                                                     5,213                                        6,442                                           10,444                       13,193



       Depreciation of property, plant and equipment                                                     362                                          388                                              740                          783



       Effect of deleted deferred revenue                                                                                           82                                                                           306



       Stock-based compensation                                                                          228                                          (2)                                             409                          154



       Other income                                                                                    (180)                                       (579)                                           (254)                       (906)

    ---


       
                Adjusted EBITDA                                                  $
        
                12,866                             $
           (3,951)                    $
              
             25,326            $
           (11,288)

    ===




       
                
                  Adjusted EBITDA per share

    ---


       Net loss                                                                      $
        
                (0.04)                             $
           (0.07)                    $
              
             (0.04)             $
           (0.17)





       Adjusted for:



       Income tax expense (recovery)                                                                                            (0.02)                                0.04                                    (0.04)



       Foreign exchange loss (gain)



       Finance expense



       Finance income



       Special charges                                                         0.09                                                                                    0.10



       Amortization of intangibles                                                                      0.04                                         0.05                                             0.08                         0.11



       Depreciation of property, plant and equipment



       Effect of deleted deferred revenue



       Stock-based compensation



       Other income

    ---


       
                Adjusted EBITDA per share                                          $
        
                0.09                         $
      
             (0.04)                      $
              
             0.18              $
           (0.10)

    ===




       Weighted average number of Common Shares



         Basic                                                                                   118,817,466                                  118,779,445                                      118,817,466                  118,719,182

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SOURCE Quarterhill Inc.