Quarterhill Announces Second Quarter 2020 Financial Results

KITCHENER, ON, Aug. 6, 2020 /PRNewswire/ - Quarterhill Inc. ("Quarterhill" or the "Company") (TSX: QTRH) (OTCQX: QTRHF), announces its financial results for the three- and six-month periods ended June 30, 2020. The Company historically prepared its consolidated financial statements in accordance with U.S. GAAP and in U.S. dollars. Effective January 1, 2020, the Company has adopted IFRS and the Canadian dollar as its reporting currency. The Company has consistently applied the same accounting policies in its opening IFRS statement of financial position at January 1, 2019, and throughout all periods presented as if these policies had always been in effect. All financial information in this press release is reported in Canadian dollars, unless otherwise indicated.

Second Quarter 2020 Financial Highlights

    --  Revenue was $16.8 million, including recurring revenue of $5.6 million
    --  Adjusted EBITDA* was ($2.0) million
    --  Net income was $9.5 million, or $0.08 per basic and diluted common
        share, which included a $17.7 million gain on the sale of VIZIYA
    --  Cash used in continuing operations was ($4.3) million
    --  Cash and equivalents were $143.1 million at June 30, 2020

Second Quarter 2020 Operational Highlights

    --  Appointed Mr. Paul Hill as President and CEO of Quarterhill, effective
        June 1st
    --  Completed the sale of VIZIYA for total cash proceeds of $49.4 million
    --  A Final Judgment was issued in WiLAN's case against Apple for US$108.98
        million
    --  Announced a Substantial Issuer Bid and subsequently completed it on July
        7th, returning $5.8 million to shareholders via the purchase of 2.7
        million common shares
    --  Appointed Mr. Paul Hill and Dr. Michel Fattouche to Quarterhill's Board
        of Directors
    --  Appointed Mr. Rish Malhotra as President and CEO of International Road
        Dynamics ("IRD"), effective June 1st
    --  Announced today a Normal Course Issuer Bid to acquire up to 10%, or 11.3
        million, of the Company's common shares in the public float for a
        twelve-month period ending August 9, 2021

"Q2 had several positive operational developments including the previously announced sale of VIZIYA for a significant gain, the Final Judgment in WiLAN's case versus Apple for US$108.98 million, and the return of $5.8 million to shareholders via the Substantial Issuer Bid that was completed in mid-July," said Paul Hill, President & CEO of Quarterhill. "Today we announced the next step in our 'return of capital' commitment to shareholders with the launch of a Normal Course Issuer Bid to purchase up to 11.3 million of our shares over the next twelve months."

"Financial results in the quarter reflect both the steady performance at IRD and the variability in the business model at WiLAN, as well as the impact of COVID-19 on both businesses. At WiLAN, the COVID-19 impact was related to certain court closures in the U.S. as well as the inability to hold face-to-face meetings to conclude agreements. WiLAN's fundamentals remain in place and it continues to advance its pipeline despite the pandemic, although some deals may be delayed as was the case with certain opportunities we had expected to close in Q2 that were pushed out. These are not lost opportunities and they remain in our plan for completion. As we've said in the past, at WiLAN, performance over a longer time frame is a more accurate gauge of its potential compared to its quarterly business results. Case in point, while WiLAN had negative Adjusted EBITDA in Q2, it has had positive Adjusted EBITDA in five of the past seven quarters."

"At IRD, some impact from COVID-19 was felt in the quarter, but overall, the business continues to generate solid margins and results, and its prospects remain strong with both order backlog and order intake high and near record levels. On June 1, we announced Rish Malholtra would be taking over as CEO at IRD in a planned succession. Rish has deep knowledge of the Intelligent Transportation Systems, or ITS, industry and he has led many of the key functions at IRD during his tenure. These are exciting times at IRD and it is expected to play a significant role in our strategy going forward."

"While not a radical departure from Quarterhill's strategy of recent years, our go-forward strategy has a sharper focus. Foremost, the strategy involves executing on a M&A plan. While the M&A strategy was previously on hold, when I joined in June, we began discussions around how we could leverage the strong cash position of the business and the cash flow generating potential of our portfolio companies to drive long-term shareholder value. Ultimately that discussion coalesced around a strategy intended to drive organic growth from our existing businesses and M&A-related growth focused on the IRD business and the opportunities in the ITS market."

"The ITS market has attractive growth and market dynamics with reasonable valuations and IRD is an established and well-respected player in this market, which helps differentiate us as an acquirer. IRD serves as a well-run growth-oriented platform that acquisitions can be integrated into, which also opens up the prospect of greater revenue and cost synergies. As the broader ITS industry becomes more connected, we also believe there is an opportunity to leverage WiLAN's deep technological expertise; in particular in 5G, which may become a critical enabling technology for ITS in the future."

Mr. Hill concluded: "I will discuss our strategy in more detail on our conference call this morning at 10:00 a.m. EDT. The discussion will include accompanying slides that can be viewed via the webcast."

Subsequent Event - Normal Course Issuer Bid
In a separate press release issued today, Quarterhill announced that the Toronto Stock Exchange has accepted a notice filed by the Company of its intention to make a new Normal Course Issuer Bid. The notice provides that Quarterhill may, during the 12-month period commencing August 10, 2020 and ending August 9, 2021, purchase on the Toronto Stock Exchange up to 11.3 million common shares in total, being approximately 10% of the outstanding common shares in the public float. For full details regarding the Normal Course Issuer Bid, please see Quarterhill's related press release also issued today.

Approval of Eligible Dividend
The Board of Directors has declared an eligible quarterly dividend of $0.0125 per common share payable on October 9, 2020, to shareholders of record on September 11, 2020.

Q2 2020 and Year-to-date Consolidated Financial Review
Financial statements for the three- and six-month periods ended June 30, 2020 and for the respective comparison periods, have been prepared to reflect continuing operations and therefore exclude results during those periods from VIZIYA, which was sold by Quarterhill on May 15, 2020. The current quarter and year-to-date operating results from VIZIYA, up to the date of sale on May 15, 2020, are reported as net income (loss) from discontinued operations in accordance with IFRS 5.

Consolidated revenues for the three months ended June 30, 2020 ("Q2 2020") were $16.8 million, compared to $52.9 million in Q2 2019. Consolidated revenues for the six-month period ended June 30, 2020 ("YTD 2020") were $38.4 million, compared to $102.7 million in the same period last year. The majority of WiLAN's licenses are one-time in nature and significant fluctuations in revenue, gross margin, and Adjusted EBITDA can result when the volume or dollar value of licenses changes from one period to the next. Revenue was lower in the Q2 2020 and YTD 2020 periods due primarily to the closure of a greater volume, and value, of licensing contracts in the prior year periods.

Recurring revenue for the Q2 2020 and YTD 2020 periods was $5.6 million and $9.5 million, compared to $6.0 million and $11.7 million in the same periods last year. Certain revenues characterized as recurring have a timing component to them and are recognized when the related work is completed. As such, the decrease in recurring revenue in 2020 is primarily a timing-based issue and does not reflect lower renewal or retention rates.

Gross margin for the Q2 2020 and YTD 2020 periods was 25% and 30%, compared to 46% and 47% in the same periods last year. Gross margin was lower in the Q2 2020 and YTD 2020 periods due primarily to lower revenue at WiLAN as described above, offset in part by higher gross margin at IRD. IRD and WiLAN's cost of sales benefited by $0.6 million and $0.3 million, respectively, via the Government of Canada's Canadian Emergency Wage Subsidy ("CEWS") program.

Operating expenses include selling, general and administrative costs ("SG&A"), research and development costs ("R&D"), depreciation and amortization of intangible assets and special charges. For Q2 2020, Quarterhill had special charges of $0.7 million compared to $15.0 million in Q2 2019. YTD 2020, special charges were $0.9 million compared to $16.7 million in the same period last year.

Excluding special charges, operating expenses for the Q2 2020 and YTD 2020 periods were $11.9 million and $24.3 million, compared to $14.0 million and $27.9 million in the same periods last year. Operating expenses were lower in 2020 due primarily to lower SG&A and R&D and a CEWS benefit at IRD of $0.7 million.

Adjusted EBITDA for the Q2 2020 and YTD 2020 periods was ($2.0) million and ($1.8) million, compared to $17.1 million and $34.2 million in the same periods last year. The decrease in Adjusted EBITDA reflects the lower revenue at WiLAN, offset in part, by higher Adjusted EBITDA at IRD and lower corporate expenses.

Net income for Q2 2020 was $9.5 million, or $0.08 per basic and diluted common share, compared to net loss of ($5.9) million, or ($0.05) per basic and diluted common share, in Q2 2019. Net income for the YTD 2020 period was $4.4 million, or $0.04 per basic and diluted common share, compared to net loss of ($6.0) million, or ($0.05) per basic and diluted common share, in the same period last year. Net income in the Q2 2020 and YTD 2020 periods was driven primarily by net income from discontinued operations of $14.5 million and $14.3 million, respectively, which included a $17.7 million gain on the sale of VIZIYA in Q2 2020.

Cash generated from (used in) continuing operations for the Q2 2020 and YTD 2020 periods was ($4.3) million and $5.4 million, compared to $45.0 million and $29.2 million in the same periods last year. Cash and cash equivalents and short-term investments increased to $143.1 million at June 30, 2020, compared to $89.4 million at December 31, 2019. The Company had debt of $7.4 million at June 30, 2020, compared to $4.4 million at December 31, 2019.

Conference Call and Webcast
Quarterhill will host a conference call to discuss its financial results today at 10:00 AM Eastern Time. Management slides that accompany the conference call can be viewed via the webcast.

Webcast Information
Live webcast: https://produceredition.webcasts.com/starthere.jsp?ei=1348487&tp_key=00592de315

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://produceredition.webcasts.com/starthere.jsp?ei=1348487&tp_key=00592de315

Telephone replay will be available from 1:00 p.m. Eastern Time on August 6, 2020 until 11:59 p.m. Eastern Time on August 20, 2020 at: 1.855.859.2056 (Toll Free) or 1.416.849.0833 (International). The telephone replay requires the passcode 4283448.

The table below highlights financial performance for the Company's Licensing and Intelligent Systems 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.

Segmented statements of (loss) income for the three- and six-month periods ended June 30, 2020 and 2019 are included below:


                                                  
         
              For the Three months ended June 30, 2020



        CONTINUING OPERATIONS        Licensing                                                Intelligent                 Corporate         Total
                                                                                                  Systems



       Revenues



       License                                            $
            68                                     
     $                         
            $                              $
          68



       Systems                                                                                    11,138                                   11,138



       Recurring                          252                                                       5,366                                    5,618


                                           320                                                      16,504                                   16,824


        Direct cost of
         revenues                        3,062                                                       9,594                                   12,656



       Gross profit                   (2,742)                                                      6,910                                    4,168


        Depreciation of
         right-of-use
         assets                             63                                                         159                         15            237


        Depreciation of
         property, plant and
         equipment                          16                                                         225                          6            247


        Amortization of
         intangibles                     3,588                                                       1,260                                    4,848


        Selling, general and
         administrative
         expenses                          746                                                       2,333                      2,747          5,826


        Research and
         development expenses                                                                         555                                      555


        Impairment losses of
         intangible assets                 233                                                                                                 233


        Special charges                                                                               659                                      659


        Results from
         operations                    (7,388)                                                      1,719                    (2,768)       (8,437)


        Finance income                    (22)                                                        (6)                     (132)         (160)


        Finance expense                     38                                                          74                          6            118


        Foreign exchange loss
         (gain)                            342                                                       (235)                     (110)           (3)



       Other income                                                                                (431)                                   (431)


        (Loss) income before
         taxes                         (7,746)                                                      2,317                    (2,532)       (7,961)


        Current income tax
         expense                            56                                                          22                                       78


        Deferred income tax
         (recovery) expense            (4,582)                                                        167                      1,363        (3,052)


        Income tax (recovery)
         expense                       (4,526)                                                        189                      1,363        (2,974)


                   Net (loss) income
                    from continuing
                    operations                 $
        
              (3,220)                                         $
       
            2,128                  $
     
         (3,895)  $
     
            (4,987)




        Adjusted EBITDA                               $
            (3,419)                                               $
          4,041                      $
       (2,614)      $
          (1,992)

    ===





                                                  
         
              For the Six months ended June 30, 2020



        CONTINUING OPERATIONS        Licensing                                                Intelligent                 Corporate         Total
                                                                                                  Systems



       Revenues



       License                                         $
            9,817                                     
     $                         
            $                           $
          9,817



       Systems                                                                                    19,141                                   19,141



       Recurring                          703                                                       8,776                                    9,479


                                        10,520                                                      27,917                                   38,437


        Direct cost of
         revenues                        8,831                                                      18,012                                   26,843



       Gross profit                     1,689                                                       9,905                                   11,594


        Depreciation of
         right-of-use
         assets                            124                                                         327                         30            481


        Depreciation of
         property, plant and
         equipment                          32                                                         428                         11            471


        Amortization of
         intangibles                     7,071                                                       2,519                                    9,590


        Selling, general and
         administrative
         expenses                        1,724                                                       5,817                      4,580         12,121


        Research and
         development expenses                                                                       1,424                                    1,424


        Impairment losses of
         intangible assets                 233                                                                                                 233


        Special charges                                                                               659                        213            872


        Results from
         operations                    (7,495)                                                    (1,269)                   (4,834)      (13,598)


        Finance income                   (122)                                                        (7)                     (253)         (382)


        Finance expense                     78                                                         125                         11            214


        Foreign exchange loss
         (gain)                          1,596                                                       (929)                   (1,252)         (585)



       Other income                                                                                (809)                                   (809)


        (Loss) income before
         taxes                         (9,047)                                                        351                    (3,340)      (12,036)


        Current income tax
         expense                         1,242                                                         102                                    1,344


        Deferred income tax
         (recovery) expense            (5,971)                                                      (608)                     3,098        (3,481)


        Income tax (recovery)
         expense                       (4,729)                                                      (506)                     3,098        (2,137)


                   Net (loss) income
                    from continuing
                    operations                 $
        
              (4,318)                                           $
       
            857                  $
     
         (6,438)  $
     
            (9,899)




        Adjusted EBITDA                                    $
            64                                                $
          2,709                      $
       (4,528)      $
          (1,755)

    ===





                                                    
            For the Three months ended June 30, 2019



        CONTINUING OPERATIONS        Licensing                                                Intelligent                 Corporate   
         Total
                                                                                                  Systems



       Revenues



       License                                        $
            32,807                                     
     $                         
            $                          $
          32,807



       Systems                                                                                    14,035                                   14,035



       Recurring                          292                                                       5,744                                    6,036


                                                       $
            33,099                                               $
          19,779     
            $                          $
          52,878


        Direct cost of
         revenues                       16,035                                                      12,692                                   28,727



       Gross profit                    17,064                                                       7,087                                   24,151


        Depreciation of
         right-of-use
         assets                             82                                                         182                         15            279


        Depreciation of
         property, plant and
         equipment                          40                                                         391                          5            436


        Amortization of
         intangibles                     4,703                                                       1,257                                    5,960


        Selling, general and
         administrative
         expenses                          451                                                       3,255                      2,869          6,575


        Research and
         development expenses                                                                         779                                      779


        Special charges                    711                                                                                14,244         14,955


        Results from
         operations                     11,077                                                       1,223                   (17,133)       (4,833)


        Finance income                    (52)                                                        (5)                     (332)         (389)


        Finance expense                     10                                                         349                          5            364


        Foreign exchange
         (gain) loss                     (236)                                                         74                        249             87



       Other income                       (4)                                                      (237)                                   (241)


        Income (loss) before
         taxes                          11,359                                                       1,042                   (17,055)       (4,654)


        Current income tax
         expense (recovery)                 54                                                        (19)                                      35


        Deferred income tax
         expense (recovery)              2,564                                                       (489)                   (1,132)           943


        Income tax expense
         (recovery)                      2,618                                                       (508)                   (1,132)           978


        Net income (loss)
         from continuing
         operations                                     $
            8,741                                                $
          1,550                     $
       (15,923)      $
          (5,632)




        Adjusted EBITDA                 16,628                                                       3,089                    (2,635)        17,082

    ===





                                                     
            For the Six months ended June 30, 2019



        CONTINUING OPERATIONS        Licensing                                                Intelligent                 Corporate   
         Total
                                                                                                  Systems



       Revenues



       License                                        $
            69,527                                     
     $                         
            $                          $
          69,527



       Systems                                                                                    21,483                                   21,483



       Recurring                          963                                                      10,711                                   11,674


                                                       $
            70,490                                               $
          32,194     
            $                         $
          102,684


        Direct cost of
         revenues                       33,038                                                      21,596                                   54,634



       Gross profit                    37,452                                                      10,598                                   48,050


        Depreciation of
         right-of-use
         assets                            381                                                         355                         30            766


        Depreciation of
         property, plant and
         equipment                          95                                                         793                         10            898


        Amortization of
         intangibles                     9,394                                                       2,515                                   11,909


        Selling, general and
         administrative
         expenses                          983                                                       6,395                      5,441         12,819


        Research and
         development expenses                                                                       1,517                                    1,517


        Special charges                  2,435                                                                                14,244         16,679


        Results from
         operations                     24,164                                                       (977)                  (19,725)         3,462


        Finance income                    (76)                                                        (8)                     (574)         (658)


        Finance expense                     14                                                         443                          8            465


        Foreign exchange
         (gain) loss                     (491)                                                        329                        527            365



       Other income                       (4)                                                      (335)                                   (339)


        Income (loss) before
         taxes                          24,721                                                     (1,406)                  (19,686)         3,629


        Current income tax
         expense                         5,248                                                         207                                    5,455


        Deferred income tax
         expense (recovery)              5,129                                                     (1,285)                     (777)         3,067


        Income tax expense
         (recovery)                     10,377                                                     (1,078)                     (777)         8,522


        Net income (loss)
         from continuing
         operations                                    $
            14,344                                                $
          (328)                    $
       (18,909)      $
          (4,893)




        Adjusted EBITDA                                $
            36,456                                                $
          2,761                      $
       (4,996)       $
          34,221

    ===

Non-IFRS Disclosure
Quarterhill has historically used a set of metrics when evaluating our operational and financial performance. We continually monitor, evaluate and update these metrics as required to ensure they provide information considered most useful, in the opinion of our management, to any decision-making based on Quarterhill's performance. This section defines, quantifies and analyzes the key performance indicators used by our management and referred to elsewhere in this press release, which are not recognized under IFRS and have no standardized meaning prescribed by IFRS. These indicators and measures are therefore unlikely to be comparable to similar measures presented by other issuers.

In this press release, we use the Non-IFRS 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 right-of-use assets and property, plant and equipment; (vi) effects of deleted deferred revenue; (vii) stock-based compensation; (viii) foreign exchange (gain) loss; and (ix) equity in earnings and dividends from joint ventures. Adjusted EBITDA is used by our 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 should not be interpreted as an alternative to net income and cash flows from operations as determined in accordance with IFRS or as a measure of liquidity.

About Quarterhill
Quarterhill is a growth-oriented company in the Intellectual Property and Intelligent Transportation System (ITS) industries. Our goal is to pursue an investment strategy that capitalizes on attractive market trends in both ITS and its adjacent markets. Quarterhill is listed on the TSX under the symbol QTRH and on the OTCQX Best Market under the symbol QTRHF. 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 27, 2020 annual information form for the year ended December 31, 2019 (the "AIF"). Copies of the AIF may be obtained at www.sedar.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 Income (Loss) and Comprehensive Income and (Loss)



       (Unaudited)



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




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

                                                                                                                                           ---

                                                          2020                                            2019             2020                      2019

                                                                                                                                                   ---


       Revenues



       License                                                       $
              
                68                $
         32,807                            $
     
     9,817           $
     69,527



       Systems                                         11,138                                          14,035           19,141                    21,483



       Recurring                                        5,618                                           6,036            9,479                    11,674

    ---                                                                                                                                            ---

                                                        16,824                                          52,878           38,437                   102,684

                                                                                                                                                   ---


       Direct cost of revenues



       License                                          3,063                                          16,035            8,803                    33,038



       Systems                                          6,594                                           9,181           12,574                    14,224



       Recurring                                        2,999                                           3,511            5,466                     7,372

    ---                                                                                                                                            ---

                                                        12,656                                          28,727           26,843                    54,634

                                                                                                                                                   ---


       Gross profit                                     4,168                                          24,151           11,594                    48,050



       Operating expenses


        Depreciation of right-of-
         use assets                                        237                                             279              481                       766


        Depreciation of property,
         plant and equipment                               247                                             436              471                       898


        Amortization of intangibles                      4,848                                           5,960            9,590                    11,909


        Selling, general and
         administrative expenses                         5,826                                           6,575           12,121                    12,819


        Research and development
         expenses                                          555                                             779            1,424                     1,517


        Impairment losses on
         intangibles                                       233                                                             233



       Special charges                                    659                                          14,955              872                    16,679

    ---                                                                                                                                            ---

                                                        12,605                                          28,984           25,192                    44,588

                                                                                                                                                   ---

        Results from operations                        (8,437)                                        (4,833)        (13,598)                    3,462



       Finance income                                   (160)                                          (389)           (382)                    (658)



       Finance expense                                    118                                             364              214                       465


        Foreign exchange (gain) loss                       (3)                                             87            (585)                      365



       Other income                                     (431)                                          (241)           (809)                    (339)

    ---                                                                                                                                            ---

        (Loss) income before taxes                     (7,961)                                        (4,654)        (12,036)                    3,629


        Current income tax expense                          78                                              35            1,344                     5,455


        Deferred income tax
         (recovery) expense                            (3,052)                                            943          (3,481)                    3,067

    ---                                                                                                                                            ---

        Income tax (recovery)
         expense                                       (2,974)                                            978          (2,137)                    8,522

    ---                                                                                                                                            ---



        Net loss from continuing
         operations                                              $
              
                (4,987)              $
         (5,632)                  (9,899)               (4,893)


        Net income (loss) from
         discontinued operations                                  $
              
                14,455                 $
         (306)                   14,255                (1,092)

    ---                                                                                                                                                                  ---


       Net income (loss)                                          $
              
                9,468               $
         (5,938)                    4,356                (5,985)

    ===                                                                                                                                                                  ===


       Other comprehensive income (loss) that may be reclassified subsequently to net income (loss):


         Foreign currency translation
          adjustment                                 $(11,188)                                       $(4,290)           9,875                   (8,869)

    ---                                                                                                                                            ---

         Comprehensive (loss) income                  $(1,720)                                      $(10,228)          14,231                  (14,854)

    ===                                                                                                                                            ===



                     Net income (loss) per share


        From continuing operations                     $(0.04)                                        $(0.05)          (0.08)                   (0.04)


        From discontinued operations                     $0.12                                           $0.00             0.12                    (0.01)

    ---                                                                                                                                            ---

                     Net income (loss) per share
                      -Basic                             $0.08                                         $(0.05)            0.04                    (0.05)

    ===                                                                                                                                            ===



        From continuing operations                     $(0.04)                                        $(0.05)          (0.08)                   (0.04)


        From discontinued operations                     $0.12                                           $0.00             0.12                    (0.01)

    ---                                                                                                                                            ---

                     Net income (loss) per share
                      -Diluted                           $0.08                                         $(0.05)            0.04                    (0.05)

    ===                                                                                                                                            ===



       
                Quarterhill Inc.



       Condensed Consolidated Interim Statements of Financial Position



       (Unaudited)



       (in thousands of Canadian dollars)





       As at                                                         June 30, 2020      December 31, 2019     January 1,
                                                                                                                2019



       Current assets


        Cash and cash equivalents                                                   $
        
                141,515              $
          87,870   $
       87,029


        Short-term investments                                                1,551                                  1,550            1,551


        Restricted short-term
         investments                                                              -                                                 2,995


        Accounts receivable (net of
         allowance for doubtful
         accounts)                                                           11,858                                 42,925           14,719


        Other current assets                                                    218                                    108              124



       Unbilled revenue                                                     11,260                                  8,965            5,432


        Income taxes receivable                                                 353                                    137              270


        Inventories (net of
         obsolescence)                                                       10,242                                  8,570            8,114


        Prepaid expenses and deposits                                         3,287                                  2,242            2,927


                                                                            180,284                                152,367          123,161



       Non-current assets



       Accounts receivable                                                     682                                  3,846              565



       Right-of-use assets                                                   3,906                                  4,502            3,972


        Property, plant and equipment                                         2,941                                  2,826            3,614



       Intangible assets                                                    70,760                                 89,534          119,015


        Investment in joint venture                                           6,210                                  5,233            5,203


        Deferred income tax assets                                           36,877                                 33,270           36,948



       Goodwill                                                             17,274                                 32,977           34,446


                                                                            138,650                                172,188          203,763



       TOTAL ASSETS                                                                $
        
                318,934             $
          324,555  $
       326,924





       Liabilities



       Current liabilities



       Bank indebtedness                                                             $
        
                7,036               $
          4,026    $
       3,537


        Accounts payable and accrued
         liabilities                                                         12,106                                 25,755           24,644



       Dividends payable                                                     1,462


        Income taxes payable                                                    285                                    203


        Current portion of lease
         liabilities                                                            884                                    998            1,120


        Contingent liabilities                                                    -                                                 1,265


        Current portion of deferred
         revenue                                                              4,544                                  8,638            6,357


        Current portion of long-term
         debt                                                                    41                                     59              407


                                                                             26,358                                 39,679           37,330



       Non-current liabilities



       Deferred revenue                                                      1,522                                  1,513            1,954


        Long-term lease liabilities                                           3,002                                  3,550            2,604



       Long-term debt                                                          285                                    271              236


        Deferred income tax
         liabilities                                                              -                                 3,297            5,905


                                                                              4,809                                  8,631           10,699



       TOTAL LIABILITIES                                                            $
        
                31,167              $
          48,310   $
       48,029





       Shareholders' equity



       Capital stock                                                               $
        
                570,591             $
          570,553  $
       570,553



       Contributed surplus                                                  32,207                                 32,011           31,252


        Accumulated other
         comprehensive income                                                20,811                                 10,936           22,112



       Deficit                                                           (335,842)                             (337,255)       (345,022)


                                                                            287,767                                276,245          278,895


        TOTAL LIABILITIES AND
         SHAREHOLDERS' EQUITY                                                       $
        
                318,934             $
          324,555  $
       326,924

    ===                                                                                                                                            ===



       
                Quarterhill Inc.



       Condensed Consolidated Interim Statements of Cash Flows



       (Unaudited)



       (in thousands of Canadian dollars)




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


                                                 2020                                        2019           2020                      2019



        Cash generated from (used in) Operations


        Net loss from continuing
         operations                                     $
          
                (4,987)              $
       (5,632)                            $
     
     (9,899)         $
     (4,893)



       Non-cash items


        Stock-based compensation
         expense                                  221                                         285            196                       507


        Depreciation of right-of-
         use assets                               237                                         279            481                       766


        Interest expense on lease
         liabilities                               56                                          54            112                       103


        Depreciation and
         amortization                           5,095                                       6,396         10,061                    12,807


        Foreign exchange (gain)
         loss                                   (478)                                       (45)         (194)                    (127)


        Equity in earnings from
         joint venture                          (431)                                      (241)         (809)                    (339)


        Impairment losses on
         intangibles                              233                                                       233


        (Gain) loss on disposal of
         assets                                   (6)                                        785           (10)                      785


        Deferred income tax
         (recovery) expense                   (3,052)                                        943        (3,481)                    3,067


        Long-term accounts
         receivable                                 -                                                                              (85)


        Embedded derivatives                      121                                          39          (101)                      132


        Contingent consideration
         adjustment                                 -                                     14,244                                  14,244


        Changes in non-cash working capital
         balances


        Accounts receivable                     5,949                                      36,744         26,559                     1,697



       Unbilled revenue                      (2,762)                                    (3,027)       (2,026)                  (3,504)


        Income taxes receivable                 (252)                                       (72)         (209)                      195



       Inventories                           (1,952)                                      (213)       (1,340)                    (185)


        Prepaid expenses and
         deposits                             (1,474)                                      (278)       (1,296)                      (4)



       Deferred revenue                        (539)                                      (771)          (52)                    (331)


        Accounts payable and
         accrued liabilities                    (282)                                    (4,423)      (12,911)                    4,269


        Income taxes payable                       45                                        (35)            92                        49


        Cash (used in) generated
         from continuing operations           (4,258)                                     45,032          5,406                    29,153


        Net cash flows attributable
         to discontinuing
         operations                           (2,478)                                        928        (3,075)                      869


        Net cash (used in)
         generated from operating
         activities                           (6,736)                                     45,960          2,331                    30,022



       Financing



       Dividends paid                              -                                    (1,473)       (1,481)                  (2,975)


        Bank indebtedness                       4,796                                       2,467          2,984                     2,566


        Payment of lease
         liabilities                            (271)                                      (420)         (586)                    (871)


        Repayment of long-term
         debt                                    (13)                                      (276)         (120)                    (300)


        Exercise of stock options                  14                                                        14


        Common shares issued from
         Performance Stock Units                    -                                                       24


        Cash generated from (used
         in) continuing operations              4,526                                         298            835                   (1,580)


        Net cash flows attributable
         to discontinuing
         operations                                 -                                        (8)                                   (19)


        Net cash generated from
         (used in) financing
         activities                             4,526                                         290            835                   (1,599)



       Investing


        Proceeds from disposition
         of a subsidiary                       49,400                                                    49,400


        Cash sold on disposition of
         a subsidiary                         (1,825)                                                  (1,825)


        Proceeds from sale of
         property, plant and
         equipment                                 12                                                        16


        Purchase of property and
         equipment                              (586)                                      (381)         (887)                    (499)


        Purchase of intangibles                   (8)                                       (98)          (25)                    (125)


        Cash generated from (used
         in) continuing operations             46,993                                       (479)        46,679                     (624)


        Net cash flows attributable
         to discontinuing
         operations                              (11)                                       (31)          (81)                    (123)


        Net cash generated from
         (used in) investing
         activities                            46,982                                       (510)        46,598                     (747)


        Foreign exchange gain
         (loss) on cash held in
         foreign currency                     (4,853)                                    (1,951)         3,881                   (3,622)


        Net increase in cash and
         cash equivalents                      39,919                                      43,789         53,645                    24,054


        Cash and cash equivalents,
         beginning of period                  101,596                                      67,294         87,870                    87,029


        Cash and cash equivalents,
         end of period                                  $
          
                141,515               $
       111,083                   141,515              111,083

    ===                                                                                                                                                 ===



       
                Quarterhill Inc.



       
                Condensed Consolidated Interim Statements of Changes in Shareholders' Equity



       For the six months ended June 30, 2020 and 2019



       (In thousands of Canadian dollars)


                                                              Capital Stock                       Contributed                Accumulated             Deficit                    Total Equity
                                                                                                    Surplus                      Other
                                                                                                                         Comprehensive
                                                                                                                                Income


        January 1, 2019                                                       $
              570,553                      $
              31,252                        $
       22,112                    $
     (345,022) $
     278,895





       Net loss                                                          -                                                                          (5,985)                         (5,985)


        Other comprehensive
         loss                                                             -                                                      (8,869)                                             (8,869)


        Stock-based
         compensation expense                                             -                               507                                                                             507


        Dividends declared                                                -                                                                          (2,975)                         (2,975)


        June 30, 2019                                               570,553                             31,759                      13,243            (353,982)                         261,573








        January 1, 2020                                                       $
              570,553                      $
              32,011                        $
       10,936                    $
     (337,255) $
     276,245





       Net income                                                                                                                     $
      4,356                             $
         4,356



       Other comprehensive income                                                                            $
     9,875                                         $
       9,875


        Stock-based compensation expense                                                    196                                                       196


        Exercise of options                                              14                                                                              14


        Common shares issued
         from performance
         stock units                                                     24                                                                                24



       Dividends declared                                                                                                   (2,943)             (2,943)


        June 30, 2020                                               570,591                             32,207                      20,811            (335,842)                         287,767

    ===                                                                                                                                                                                  ===



       
                Quarterhill Inc.



       Reconciliations of Net loss to Adjusted EBITDA



       (Unaudited)



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




                                                                                   
              
     Three months ended June 30,



                                                                                                                2020                                 2019

                                                                                                                                                 ---

                                        
              
                $                                             Per Share        
       
               $     Per Share

                                                                                                                                                           ---

        Net loss from
         continuing operations                                      $
             
           (4,987)                              $
       
            (0.04)                 $
      (5,632) $
        (0.05)





       Adjusted for:


        Income tax (recovery)
         expense                                          (2,974)                                                (0.03)                      978           0.01


        Foreign exchange (gain)
         loss                                                 (3)                                                                             87


        Finance expense                                       118                                                                             364


        Finance income                                      (160)                                                                          (389)


        Special charges                                       659                                                   0.01                    14,955           0.13


        Impairment losses on
         intangible assets                                    233


        Amortization of
         intangibles                                        4,848                                                   0.04                     5,960           0.05


        Depreciation of
         property, plant and
         equipment                                            247                                                                             436


        Depreciation of right-
         of-use assets                                        237                                                                             279


        Stock based
         compensation expense                                 221                                                                             285



       Other income                                        (431)                                                                          (241)

    ---                                                                                                                                                    ---

                     Adjusted EBITDA                                $
             
           (1,992)                              $
       
            (0.02)                  $
      17,082    $
        0.14

    ===                                                                                                                                                                               ===



        Weighted average number of Common Shares



       Basic                                                                    118,861,166                                         11,817,466



       
                Quarterhill Inc.



       Reconciliations of Net loss to Adjusted EBITDA



       (Unaudited)



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




                                                                                    
              
     Six months ended June 30,



                                                                                                                2020                                2019

                                                                                                                                                ---

                                        
              
                $                                             Per Share       
       
               $     Per Share

                                                                                                                                                          ---

        Net loss from
         continuing operations                                      $
             
           (9,899)                             $
       
            (0.08)                 $
      (4,893) $
        (0.04)





       Adjusted for:


        Income tax (recovery)
         expense                                          (2,137)                                                (0.02)                   8,522           0.07


        Foreign exchange (gain)
         loss                                               (585)                                                                           365


        Finance expense                                       214                                                                            465


        Finance income                                      (382)                                                                         (658)        (0.01)


        Special charges                                       872                                                   0.01                   16,679           0.14


        Impairment losses on
         intangible assets                                    233


        Amortization of
         intangibles                                        9,590                                                   0.08                   11,909           0.10


        Depreciation of
         property, plant and
         equipment                                            471                                                                            898           0.01


        Depreciation of right-
         of-use assets                                        481                                                                            766           0.01


        Stock based
         compensation expense                                 196                                                                            507



       Other income                                        (809)                                                (0.01)                   (339)

    ---                                                                                                                                                   ---

                     Adjusted EBITDA                                $
             
           (1,755)                             $
       
            (0.02)                  $
      34,221    $
        0.28

    ===                                                                                                                                                                              ===



        Weighted average number of Common Shares



       Basic                                                                    118,861,166                                        11,817,466

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SOURCE Quarterhill Inc.