NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2021
(unaudited)
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited, condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position of InterDigital, Inc. (individually and/or collectively with its subsidiaries referred to as “InterDigital,” the “Company,” “we,” “us” or “our,” unless otherwise indicated) as of June 30, 2021, the results of our operations for the three and six months ended June 30, 2021 and 2020 and our cash flows for the six months ended June 30, 2021 and 2020. The accompanying unaudited, condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, accordingly, do not include all of the detailed schedules, information and notes necessary to state fairly the financial condition, results of operations and cash flows in conformity with United States generally accepted accounting principles (“GAAP”). The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP for year-end financial statements. Therefore, these financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (our “2020 Form 10-K”) as filed with the Securities and Exchange Commission (“SEC”) on February 18, 2021. Definitions of capitalized terms not defined herein appear within our 2020 Form 10-K. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. We have one reportable segment.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
InterDigital has analyzed the impact of the ongoing Coronavirus pandemic (“COVID-19”) on its financial statements as of June 30, 2021. InterDigital has determined that the changes to its significant judgments and estimates as a result of COVID-19 did not have a material impact on its financial statements. The potential impact of COVID-19 will continue to be analyzed going forward.
Change in Accounting Policies
There have been no material changes or updates to our existing accounting policies from the disclosures included in our 2020 Form 10-K, except as indicated below in "New Accounting Guidance".
Prior Periods' Financial Statement Revision
In connection with the preparation of the condensed consolidated financial statements as of and for the three months ended June 30, 2021, it was identified that we incorrectly classified certain tax receivables, representing approximately 1.5% of December 31, 2020 total assets, as other current assets instead of non-current in the presentation of our consolidated balance sheet.
We assessed the materiality of this misstatement on prior periods’ financial statements in accordance with ASC Topic 250, Accounting Changes and Error Corrections, (“ASC 250”) and concluded it was not material to any prior annual or interim periods. In accordance with ASC 250, we have corrected our presentation of other current and non-current assets for prior periods presented in this Form 10-Q by revising the condensed consolidated financial statements and other consolidated financial information included herein. We will continue to present the prior periods on this revised basis to the extent we present such prior periods in future filings. Refer to Note 10, "Other Assets" for additional information on the revision.
Reclassifications
Certain reclassifications have been made to prior year amounts to conform to the current year presentation.
Supplemental Cash Flow Information
The following table presents additional supplemental cash flow information for the six months ended June 30, 2021 and 2020 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR THE SIX MONTHS ENDED JUNE 30,
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
2021
|
|
2020
|
|
Interest paid
|
$
|
4,000
|
|
|
$
|
4,712
|
|
|
Income taxes paid, including foreign withholding taxes
|
4,793
|
|
|
13,788
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
Dividend payable
|
10,794
|
|
|
10,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash acquisition of patents
|
—
|
|
|
33,300
|
|
|
Accrued capitalized patent costs and property and equipment
|
3,561
|
|
|
(742)
|
|
|
|
|
|
|
New Accounting Guidance
Accounting Standards Update: Simplifying the Accounting for Income Taxes
In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes" ("ASU 2019-12"). The amendments in this ASU are intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 with early adoption allowed. We adopted this guidance as of January 1, 2021 and the adoption did not have a material impact on our consolidated financial statements.
Accounting Standards Update: Simplifying the Accounting for Convertible Instruments
In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). The amendments in this ASU are intended to simplify accounting for convertible debt instruments and convertible preferred stock by removing certain accounting models which separate the embedded conversion features from the host contract. ASU 2020-06 also amends certain guidance in ASC 260 on the computation of earnings per share for convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years, and early adoption is permitted for fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective methods of transition. We elected to early adopt this standard on a modified retrospective approach as of January 1, 2021.
This adoption increased long-term debt by $50.2 million at January 1, 2021, which was comprised of $51.6 million of unamortized interest discount and was partially offset by a net increase of $1.4 million equity component of deferred financing costs. This was due to the standard no longer requiring bifurcation of the embedded conversion feature from the host contract on the 2024 Notes, as defined in Note 7, "Obligations." This adoption also reduced non-cash interest expense starting in 2021 due to the removal of the accretion of the debt discount on the 2024 Notes.
Lastly, the adoption requires the use of the if-converted method of calculating diluted earnings per share rather than the treasury stock method for convertible instruments and requires the inclusion of the potential effect of shares settled in cash or shares in the diluted earnings per share calculation. Due to the reduction in non-cash interest expense, this adoption increased both basic and diluted earnings per share by $0.09 in the three months ended June 30, 2021 and $0.17 in the six months ended June 30, 2021.
Accounting Standards Update: Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity Classified Written Call Options
In May 2021, the FASB issued ASU No. 2021-04. The amendments in this ASU are intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options, including warrants, that remain equity classified after modification or exchange. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, with early adoption allowed. The Company is currently evaluating the anticipated impact of the adoption of ASU 2021-04 on its consolidated financial statements.
2. REVENUE
Disaggregated Revenue
The following table presents the disaggregation of our revenue for the three and six months ended June 30, 2021 and 2020 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
|
|
|
|
2021
|
|
2020
|
|
Increase/(Decrease)
|
|
Variable patent royalty revenue
|
$
|
7,323
|
|
|
$
|
4,597
|
|
|
$
|
2,726
|
|
|
59
|
%
|
|
Fixed-fee royalty revenue
|
69,296
|
|
|
77,338
|
|
|
(8,042)
|
|
|
(10)
|
%
|
|
Current patent royalties a
|
76,619
|
|
|
81,935
|
|
|
(5,316)
|
|
|
(6)
|
%
|
|
Non-current patent royalties b
|
9,586
|
|
|
19,249
|
|
|
(9,663)
|
|
|
(50)
|
%
|
|
Total patent royalties
|
86,205
|
|
|
101,184
|
|
|
(14,979)
|
|
|
(15)
|
%
|
|
Current technology solutions revenue a
|
1,530
|
|
|
3,314
|
|
|
(1,784)
|
|
|
(54)
|
%
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
$
|
87,735
|
|
|
$
|
104,498
|
|
|
$
|
(16,763)
|
|
|
(16)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
|
|
|
|
|
|
2021
|
|
2020
|
|
Increase/(Decrease)
|
|
Variable patent royalty revenue
|
$
|
14,419
|
|
|
$
|
10,543
|
|
|
$
|
3,876
|
|
|
37
|
%
|
|
Fixed-fee royalty revenue
|
138,592
|
|
|
143,685
|
|
|
(5,093)
|
|
|
(4)
|
%
|
|
Current patent royalties a
|
153,011
|
|
|
154,228
|
|
|
(1,217)
|
|
|
(1)
|
%
|
|
Non-current patent royalties b
|
13,367
|
|
|
19,954
|
|
|
(6,587)
|
|
|
(33)
|
%
|
|
Total patent royalties
|
166,378
|
|
|
174,182
|
|
|
(7,804)
|
|
|
(4)
|
%
|
|
Current technology solutions revenue a
|
3,720
|
|
|
6,526
|
|
|
(2,806)
|
|
|
(43)
|
%
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
$
|
170,098
|
|
|
$
|
180,708
|
|
|
$
|
(10,610)
|
|
|
(6)
|
%
|
a. Recurring revenues are comprised of current patent royalties, inclusive of Dynamic Fixed-Fee Agreement royalties, and current technology solutions revenue.
b. Non-recurring revenues are comprised of non-current patent royalties, which include past patent royalties and royalties from static agreements, as well as patent sales.
During the six months ended June 30, 2021, we recognized $124.3 million of revenue that had been included in deferred revenue as of the beginning of the period. As of June 30, 2021, we had contract assets of $8.3 million and $8.8 million included within "Accounts receivable" and "Other non-current assets, net" in the condensed consolidated balance sheet, respectively. As of December 31, 2020, we had contract assets of $9.7 million and $8.9 million included within "Accounts receivable" and "Other non-current assets, net" in the condensed consolidated balance sheet, respectively.
Contracted Revenue
Based on contracts signed and committed as of June 30, 2021, we expect to recognize the following revenue from Dynamic Fixed-Fee Agreement payments over the term of such contracts (in thousands):
|
|
|
|
|
|
|
|
|
Revenue
|
|
Remainder 2021
|
$
|
142,886
|
|
|
2022
|
239,307
|
|
|
2023
|
44,469
|
|
|
2024
|
89
|
|
|
2025 and beyond
|
—
|
|
|
Total Revenue
|
$
|
426,751
|
|
3. INCOME TAXES
In the six months ended June 30, 2021 and 2020, the Company had an effective tax rate of (169.6)% and 26.9%, respectively. The effective tax rate in both periods was impacted by losses in certain jurisdictions where the Company presently has recorded a valuation allowance against the related tax benefit. Excluding this valuation allowance, our effective tax rate for the six months ended June 30, 2021 and 2020 would have been 104.3% and 12.5% respectively. During the six months ended June 30, 2021 and 2020, the Company recorded discrete net expense of $0.6 million and $0.3 million, respectively, primarily related to share-based compensation.
The effective tax rate reported in any given year will continue to be influenced by a variety of factors, including timing differences between the recognition of book and tax revenue, the level of pre-tax income or loss, the foreign vs. domestic classification of the Company’s customers, and any discrete items that may occur.
During the six months ended June 30, 2021 and 2020, the Company paid approximately $4.0 million and $13.4 million, respectively, in foreign source creditable withholding tax.
4. NET INCOME (LOSS) PER SHARE
Basic Earnings Per Share ("EPS") is calculated by dividing net income or loss available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if options or other securities with features that could result in the issuance of common stock were exercised or converted to common stock or resulting from the unvested outstanding RSUs. The following tables reconcile the numerator and the denominator of the basic and diluted net income per share computation (in thousands, except for per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Net income applicable to InterDigital, Inc.
|
$
|
1,618
|
|
|
$
|
22,251
|
|
|
$
|
7,189
|
|
|
$
|
22,367
|
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
30,804
|
|
|
30,757
|
|
|
30,820
|
|
|
30,740
|
|
|
Dilutive effect of stock options, RSUs, convertible securities and warrants
|
385
|
|
|
288
|
|
|
372
|
|
|
242
|
|
|
Diluted
|
31,189
|
|
|
31,045
|
|
|
31,192
|
|
|
30,982
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.05
|
|
|
$
|
0.72
|
|
|
$
|
0.23
|
|
|
$
|
0.73
|
|
|
Dilutive effect of stock options, RSUs, convertible securities and warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.01)
|
|
|
Diluted
|
$
|
0.05
|
|
|
$
|
0.72
|
|
|
$
|
0.23
|
|
|
$
|
0.72
|
|
Shares of common stock issuable upon the exercise or conversion of certain securities have been excluded from our computation of EPS because the strike price or conversion rate, as applicable, of such securities was greater than the average market price of our common stock and, as a result, the effect of such exercise or conversion would have been anti-dilutive. Set forth below are the securities and the weighted average number of shares of common stock underlying such securities that were excluded from our computation of EPS for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Restricted stock units and stock options
|
30
|
|
|
218
|
|
|
205
|
|
|
219
|
|
|
Convertible securities(a)
|
—
|
|
|
4,921
|
|
|
—
|
|
|
5,597
|
|
|
Warrants
|
4,921
|
|
|
6,273
|
|
|
4,921
|
|
|
7,620
|
|
|
Total
|
4,951
|
|
|
11,412
|
|
|
5,126
|
|
|
13,436
|
|
______________________________
(a)As of December 31, 2020, we made the irrevocable election to settle all conversions of the 2024 Notes through combination settlements of cash and shares of our common stock, with a specified dollar amount of $1,000 per $1,000 principal amount of 2024 Notes and any remaining amounts in shares of our common stock.
Convertible Notes and Warrants
Refer to Note 7, "Obligations," for information about the Company's convertible notes and warrants and related conversion and strike prices. During periods in which the average market price of the Company's common stock is above the applicable conversion price of the Company's convertible notes, or above the strike price of the Company's outstanding warrants, the impact of conversion or exercise, as applicable, would be dilutive and such dilutive effect is reflected in diluted EPS. As a result, in periods where the average market price of the Company's common stock is above the conversion price or strike price, as applicable, under the if-converted method, the Company calculates the number of shares issuable under the terms of the convertible notes and the warrants based on the average market price of the stock during the period, and includes that number in the total diluted shares outstanding for the period.
5. LITIGATION AND LEGAL PROCEEDINGS
COURT PROCEEDINGS
Lenovo
UK Proceeding
On August 27, 2019, the Company and certain of its subsidiaries filed a claim in the UK High Court against Lenovo Group Limited and certain of its subsidiaries. The claim, as amended, alleges infringement of five of the Company's patents relating to 3G and/or 4G/LTE standards: European Patent (U.K.) Nos. 2,363,008; 2,421,318; 2,485,558; 2,557,714; and 3,355,537.
The UK High Court held case management conferences on October 6, 2020 and December 16, 2020, a disclosure hearing on January 19, 2021 and pre-trial review hearings for the first trial on January 28, 2021 and February 8, 2021. At those hearings, the UK High Court entered a schedule for the technical and non-technical FRAND proceedings. Two technical trials were scheduled for March 2021 and June 2021 and the non-technical FRAND trial is scheduled in January 2022. There are three additional technical trials scheduled for the remaining patents following the FRAND trial. The first and second technical trials were completed, and on July 29, 2021, the UK High Court issued its decision regarding the first technical trial finding European Patent (UK) No. 2 485 558 valid, infringed, and essential to Release 8 of LTE. The Company is awaiting the court’s decision regarding the merits of the second technical trial.
District of Delaware Patent Proceeding
On August 28, 2019, the Company and certain of its subsidiaries filed a complaint in the United States District Court for the District of Delaware (the "Delaware District Court") against Lenovo Holding Company, Inc. and certain of its subsidiaries alleging that Lenovo infringes eight of InterDigital's U.S. patents—U.S. Patent Nos. 8,085,665; 8,199,726; 8,427,954; 8,619,747; 8,675,612; 8,797,873; 9,203,580; and 9,456,449—by making, using, offering for sale, and/or selling Lenovo wireless devices with 3G and/or 4G LTE capabilities. As relief, InterDigital is seeking: (a) a declaration that InterDigital is not in breach of its relevant FRAND commitments with respect to Lenovo; (b) to the extent Lenovo does not agree to negotiate a worldwide patent license, does not agree to enter into binding international arbitration to set the terms of a FRAND license, and does not agree to be bound by the FRAND terms to be set by the UK High Court in the separately filed UK proceedings described above, an injunction prohibiting Lenovo from continued infringement; (c) damages, including enhanced damages for willful infringement and supplemental damages; and (d) attorneys’ fees and costs.
On September 16, 2020, the Delaware District Court entered a schedule for the case, setting a patent jury trial for December 5, 2022. On March 8, 2021, the Delaware District Court held a claim construction hearing, and the court issued its order on May 10, 2021 construing various disputed terms. On March 24, 2021, the Delaware District Court consolidated the antitrust proceeding discussed below with this patent proceeding.
District of Delaware Antitrust Proceeding
On April 9, 2020, Lenovo (United States) Inc. and Motorola Mobility LLC filed a complaint in the Delaware District Court against the Company and certain of its subsidiaries. The complaint alleges that the Company defendants have violated Sections 1 and 2 of the Sherman Act in connection with, among other things, their licensing of 3G and 4G standards essential patents ("SEPs"). The complaint further alleges that the Company defendants have violated their commitment to the ETSI with respect to the licensing of 3G and 4G SEPs on FRAND terms and conditions. The complaint seeks, among other things (i) rulings that the Company defendants have violated Sections 1 and 2 of the Sherman Act and are liable for breach of their ETSI FRAND commitments, (ii) a judgment that the plaintiffs are entitled to a license with respect to the Company's 3G and 4G SEPs on FRAND terms and conditions, and (iii) injunctions against any demand for allegedly excessive royalties or enforcement of the Company defendants' 3G and 4G U.S. SEPs against the plaintiffs or their customers via patent infringement proceedings.
On June 22, 2020, the Company filed a motion to dismiss Lenovo's Sherman Act claims with prejudice, and to dismiss Lenovo's breach of contract claim with leave to re-file as a counterclaim in the Company's legal proceeding against Lenovo in the Delaware District Court discussed above. Oral argument on the Company's motion to dismiss was held on October 27, 2020.
On March 24, 2021, the Delaware District Court ruled on the Company’s motion to dismiss. The Delaware District Court dismissed the Sherman Act Section 1 claim without prejudice, denied the motion to dismiss the Sherman Act Section 2 claim, and consolidated the Section 2 and breach of contract claims with Company’s patent proceeding against Lenovo in the Delaware District Court discussed above.
China Proceeding
On April 10, 2020, Lenovo (Beijing) Ltd. and certain of its affiliates filed a complaint against the Company and certain of its subsidiaries in the Beijing Intellectual Property Court (Beijing IP Court) seeking a determination of the FRAND royalty rates payable for the Company's Chinese 3G, 4G and 5G SEPs. On February 20, 2021, the Company filed an application challenging the jurisdiction of the Beijing IP Court to take up Lenovo’s complaint. The jurisdictional challenge remains pending.
Xiaomi
As a result of the license agreement between the Company and a subsidiary of Xiaomi Corporation ("Xiaomi"), the parties have ceased all activity in each of the ongoing disputes, described below, other than to seek temporary stays in each pending proceeding. At the end of each stay period, the parties will take all action required to withdraw and/or terminate all legal proceedings between the parties.
China Proceeding
On August 5, 2020, the Company was informed in writing by Xiaomi that, on June 3, 2020, Xiaomi Communication Technology Co., Ltd. and certain of its affiliates filed a complaint against the Company and one of its subsidiaries in the Wuhan Intermediate People's Court (the "Wuhan Court") seeking for the Wuhan Court to determine a global FRAND rate for a license to the Company's 3G and/or 4G/LTE SEPs. The Company was informed on September 25, 2020 that the Wuhan Court held an ex parte hearing on or about September 23, 2020 and issued an order that, among other things, enjoins the Company from seeking a preliminary and permanent injunction against Xiaomi and certain of its subsidiaries for infringement of certain of the Company's patents related to 3G and/or 4G/LTE standards in the Company's case in the Delhi High Court discussed below, or elsewhere. The Wuhan Court ordered a fine of up to one million yuan per day if the Company were to violate the order. The Company maintains that it has not yet been properly served with Xiaomi's complaint or the Wuhan Court's anti-suit injunction order. On October 13, 2020, the Company filed an application challenging the jurisdiction of the Wuhan Court to take up Xiaomi’s complaint. On March 12, 2021, the Company’s Chinese counsel was orally informed by the Court that the Company’s application challenging jurisdiction of the Wuhan Court had been rejected. Although the Wuhan Court did not issue a written decision, the Company challenged the Court’s rejection at the IP Tribunal of the Supreme People’s Court of the People’s Republic of China (“SPC”). The Company was informed by the Wuhan Court that the Hubei High Court purportedly received a letter response from the SPC on May 17, 2021 regarding our application and forwarded it to the Wuhan Court. The Wuhan Court has interpreted the letter as a denial of our application challenging jurisdiction. The Company requested a copy of the letter but that request was denied.
On September 30, 2020, the Company filed a preliminary conditional response seeking reconsideration of the Wuhan Court's anti-suit injunction. In a decision dated December 4, 2020, the Wuhan Court dismissed the Company’s reconsideration petition. The Company challenged that decision at the SPC, but that challenge was denied.
The Wuhan Court held two evidentiary hearings in April and June 2021. On July 29, 2021, the Wuhan Court held the first of multiple substantive hearings during which the parties presented their respective claims, defenses and evidence.
India Proceeding
On July 29, 2020, the Company and certain of its subsidiaries filed two patent infringement actions in the Delhi High Court in New Delhi, India (the "Delhi High Court") against Xiaomi and certain of its subsidiaries. The first complaint alleges infringement of five of the Company's patents related to 3G and/or 4G/LTE standards: Indian Patent Nos. 262910; 295912; 298719; 313036; and 320182. The second complaint alleges infringement of three of the Company's patents related to H.265/HEVC standards: Indian Patent Nos. 242248; 299448; and 308108. In these proceedings, the Company is seeking compensatory and punitive damages for Xiaomi's infringement of the asserted patents. The Company is further seeking, among other remedies, interim and permanent injunctive relief to prevent further infringement of the litigated patents in India, unless Xiaomi elects to take a license on terms determined to be FRAND by the Delhi High Court. The Company’s application for interim injunctive relief remains pending.
On September 29, 2020, the Company filed an anti-anti-suit injunction application against Xiaomi in the Delhi High Court, seeking, among other things, to enjoin Xiaomi from enforcing the Wuhan Court's September 23, 2020 anti-suit injunction order described above. On October 9, 2020, the Delhi High Court granted the Company's motion and issued an ad interim injunction restraining Xiaomi from enforcing the anti-suit injunction order issued by the Wuhan Court, pending further consideration of the Company's application for an anti-anti-suit injunction at a hearing on November 25, 2020. On May 3, 2021, the interim anti-anti-suit injunction was made permanent throughout the pendency of the Indian cellular case. Furthermore, the Delhi High Court stated that, if any orders or other measures are passed by the Wuhan Court related to the anti-suit injunction that result in the Company incurring a monetary penalty, then Xiaomi must deposit a corresponding, equal amount with the Delhi High Court for the Company's benefit within one week.
On June 4, 2021, Xiaomi filed responses to the two complaints (cellular and H.265/HEVC), which included counterclaims seeking invalidation of the patents in the respective suits. The Company filed replies in support of the two complaints and in response to the counterclaims on July 5, 2021.
German Proceeding
On October 30, 2020, the Company filed an anti-anti-suit injunction application against Xiaomi in the Munich District Court, seeking to enjoin Xiaomi from continuing to pursue the Wuhan Court's September 23, 2020 anti-suit injunction order described above with respect to Germany. On November 11, 2020, the Munich District Court granted the Company's motion and issued an ex parte injunction restraining Xiaomi from enforcing the anti-suit injunction. The Company filed penalty requests for non-compliance with said court order, which were granted, and which Xiaomi has appealed. Xiaomi opposed the injunction and requested a stay of enforcement, and an oral hearing was held on January 28, 2021. At the hearing, the Munich District Court dismissed the request for stay of enforcement. On February 25, 2021 the Munich District Court confirmed its earlier ex parte anti-anti-suit injunction against Xiaomi. Xiaomi appealed the decision to the Higher Regional Court Munich, which is currently pending.
On April 27, 2021, the Company was informed that the Munich Regional Court commenced service of three patent infringement actions filed in Germany against Xiaomi and certain of its subsidiaries by a subsidiary of the Company. The complaints involve infringement of the Company's German patents related to 3G and 4G cellular handsets (Patent Nos. EP 2,421,318; EP 2,485,558; and EP 3,355,537). The Company sought injunctive relief to prevent further infringement of the asserted patents in Germany.
OTHER
We are party to certain other disputes and legal actions in the ordinary course of business, including legal proceedings with licensees regarding the terms of their agreements and the negotiation thereof. We do not currently believe that these matters, even if adversely adjudicated or settled, would have a material adverse effect on our financial condition, results of operations or cash flows. None of the preceding matters have met the requirements for accrual or disclosure of a potential range as of June 30, 2021.
6. CASH, CONCENTRATION OF CREDIT RISK AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash currently consists of money market and demand accounts. The following table provides a reconciliation of total cash, cash equivalents and restricted cash as of June 30, 2021, December 31, 2020 and June 30, 2020 to the captions within the condensed consolidated balance sheets and condensed consolidated statements of cash flows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
|
June 30,
|
|
|
|
|
2021
|
|
2020
|
|
2020
|
|
|
|
Cash and cash equivalents
|
$
|
410,144
|
|
|
$
|
473,474
|
|
|
$
|
670,292
|
|
|
|
|
Restricted cash included within prepaid and other current assets
|
741
|
|
|
3,108
|
|
|
5,906
|
|
|
|
|
Restricted cash included within other non-current assets
|
1,081
|
|
|
1,081
|
|
|
1,081
|
|
|
|
|
Total cash, cash equivalents and restricted cash
|
$
|
411,966
|
|
|
$
|
477,663
|
|
|
$
|
677,279
|
|
|
|
Concentration of Credit Risk and Fair Value of Financial Instruments
Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash equivalents, short-term investments, and accounts receivable. We place our cash equivalents and short-term investments only in highly rated financial instruments and in United States government instruments.
Our accounts receivable and contract assets are derived principally from patent license and technology solutions agreements. As of June 30, 2021 and December 31, 2020, six and five licensees comprised 57% and 53%, respectively, of our net accounts receivable balance. We perform ongoing credit evaluations of our licensees, who generally include large, multinational, wireless telecommunications equipment manufacturers. We believe that the book values of our financial instruments approximate their fair values.
Fair Value Measurements
We use various valuation techniques and assumptions when measuring the fair value of our assets and liabilities. We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. This guidance established a hierarchy that prioritizes fair value measurements based on the types of input used for the various valuation techniques (market approach, income approach and cost approach). The levels of the hierarchy are described below:
Level 1 Inputs — Level 1 includes financial instruments for which quoted market prices for identical instruments are available in active markets.
Level 2 Inputs — Level 2 includes financial instruments for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets with insufficient volume or infrequent transactions (less active markets) or model-driven valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data, including market interest rate curves, referenced credit spreads and pre-payment rates.
Level 3 Inputs — Level 3 includes financial instruments for which fair value is derived from valuation techniques including pricing models and discounted cash flow models in which one or more significant inputs are unobservable, including the Company’s own assumptions. The pricing models incorporate transaction details such as contractual terms, maturity and, in certain instances, timing and amount of future cash flows, as well as assumptions related to liquidity and credit valuation adjustments of marketplace participants.
Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and financial liabilities and their placement within the fair value hierarchy. We use quoted market prices for similar assets to estimate the fair value of our Level 2 investments.
Recurring Fair Value Measurements
Our financial assets are generally included within short-term investments on our condensed consolidated balance sheets, unless otherwise indicated. Our financial assets and liabilities that are accounted for at fair value on a recurring basis are presented in the tables below as of June 30, 2021 and December 31, 2020 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of June 30, 2021
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
Money market and demand accounts (a)
|
$
|
411,966
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
411,966
|
|
|
Commercial paper (b)
|
—
|
|
|
248,573
|
|
|
—
|
|
|
248,573
|
|
|
U.S. government securities
|
—
|
|
|
119,472
|
|
|
—
|
|
|
119,472
|
|
|
Corporate bonds, asset backed and other securities
|
—
|
|
|
57,714
|
|
|
—
|
|
|
57,714
|
|
|
Total
|
$
|
411,966
|
|
|
$
|
425,759
|
|
|
$
|
—
|
|
|
$
|
837,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of December 31, 2020
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
Money market and demand accounts (a)
|
$
|
397,522
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
397,522
|
|
|
Commercial paper(b)
|
—
|
|
|
285,242
|
|
|
—
|
|
|
285,242
|
|
|
U.S. government securities
|
—
|
|
|
166,223
|
|
|
—
|
|
|
166,223
|
|
|
Corporate bonds, asset backed and other securities
|
—
|
|
|
81,849
|
|
|
—
|
|
|
81,849
|
|
|
Total
|
$
|
397,522
|
|
|
$
|
533,314
|
|
|
$
|
—
|
|
|
$
|
930,836
|
|
______________________________
(a)Primarily included within cash and cash equivalents.
(b)As of June 30, 2021 and December 31, 2020, $0.0 million and $80.1 million, respectively, of commercial paper was included within cash and cash equivalents.
Non-Recurring Fair Value Measurements
Investments in Other Entities
During the second quarter 2021, we recognized a $1.0 million gain resulting from observable price changes of one of our long-term strategic investments, which was included within “Other Income, Net” in the condensed consolidated statement of income.
During the first quarter 2020, we recognized a $5.5 million gain resulting from observable price changes of one of our long-term strategic investments, which was included within “Other Income, Net” in the condensed consolidated statement of income.
Lease Assets
During the first quarter 2020, we recognized a $1.1 million impairment, comprised of $0.8 million of Property, Plant, and Equipment, and $0.3 million of Right of Use Asset related to the abandonment of one of our leased properties, which was included within “Operating Expense” in the condensed consolidated statement of income.
Patents
During the second quarter 2021, we recognized an $11.0 million patent impairment, resulting from our restructuring activities as described in Note 11, "Restructuring Activities", which was included within “Restructuring activities” expenses in the condensed consolidated statement of income. The Patents held for sale are recorded at fair value on June 30, 2021 and are included within "Prepaid and other current assets" in the consolidated balance sheet.
Fair Value of Long-Term Debt
2024 Senior Convertible Notes
The principal amount, carrying value and related estimated fair value of the Company's senior convertible debt reported in the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020 was as follows (in thousands). The aggregate fair value of the principal amount of the senior convertible long-term debt is a Level 2 fair value measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
December 31, 2020
|
|
|
Principal
Amount
|
|
Carrying
Value
|
|
Fair
Value
|
|
Principal
Amount
|
|
Carrying
Value
|
|
Fair
Value
|
|
Senior Convertible Long-Term Debt
|
$
|
400,000
|
|
|
$
|
394,806
|
|
|
$
|
442,520
|
|
|
$
|
400,000
|
|
|
$
|
343,821
|
|
|
$
|
418,760
|
|
Technicolor Patent Acquisition Long-term Debt
The carrying value and related estimated fair value of the Technicolor Patent Acquisition long-term debt reported in the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020 was as follows (in thousands). The aggregate fair value of the Technicolor Patent Acquisition long-term debt is a Level 3 fair value measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
December 31, 2020
|
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Technicolor Patent Acquisition Long-Term Debt
|
$
|
25,792
|
|
|
$
|
33,189
|
|
|
$
|
24,171
|
|
|
$
|
27,016
|
|
7. OBLIGATIONS
Technicolor Patent Acquisition Long-Term Debt
On July 30, 2018, we completed our acquisition of the patent licensing business of Technicolor SA ("Technicolor"), a worldwide technology leader in the media and entertainment sector (the "Technicolor Patent Acquisition"). In conjunction with the Technicolor Patent Acquisition we assumed Technicolor’s rights and obligations under a joint licensing program with Sony Corporation ("Sony") relating to digital televisions and standalone computer display monitors, which commenced in 2015 and is referred to as the "Madison Arrangement." An affiliate of CPPIB Credit Investments Inc. ("CPPIB Credit"), a wholly owned subsidiary of Canada Pension Plan Investment Board, is a third-party investor in the Madison Arrangement. CPPIB Credit has made certain payments to Technicolor and Sony and has agreed to contribute cash to fund certain capital reserve obligations under the arrangement in exchange for a percentage of future revenues, specifically through September 11, 2030 in regard to the Technicolor patents.
Upon our assumption of Technicolor’s rights and obligations under the Madison Arrangement, our relationship with CPPIB Credit meets the criteria in ASC 470-10-25 - Sales of Future Revenues or Various Other Measures of Income ("ASC 470"), which relates to cash received from an investor in exchange for a specified percentage or amount of revenue or other measure of income of a particular product line, business segment, trademark, patent, or contractual right for a defined period. Under this guidance, we recognized the fair value of our contingent obligation to CPPIB Credit, as of the acquisition date, as long-term debt in our condensed consolidated balance sheet. This initial fair value measurement was based on the perspective of a market participant and included significant unobservable inputs which are classified as Level 3 inputs within the fair value hierarchy. The fair value of the long-term debt as of June 30, 2021 and December 31, 2020 is disclosed within Note 6, "Cash, Concentration of Credit Risk and Fair Value of Financial Instruments." Our repayment obligations are contingent upon future royalty revenues generated from the Madison Arrangement and there are no minimum or maximum payments under the arrangement.
Under ASC 470, amounts recorded as debt are amortized under the interest method. At each reporting period, we will review the discounted expected future cash flows over the life of the obligation. The Company made an accounting policy election to utilize the catch-up method when there is a change in the estimated future cash flows, whereby we will adjust the carrying amount of the debt to the present value of the revised estimated future cash flows, discounted at the original effective interest rate, with a corresponding adjustment recognized as interest expense within “Interest Expense” in the condensed consolidated statements of income. The effective interest rate as of the acquisition date was approximately 14.5%. This rate represents the discount rate that equates the estimated future cash flows with the fair value of the debt as of the acquisition date, and is used to compute the amount of interest to be recognized each period based on the estimated life of the future revenue streams. During the three and six months ended June 30, 2021, we recognized $0.8 million and $1.6 million, respectively, of interest expense related to this debt, compared to $0.7 million and $1.5 million during the three and six months ended June 30, 2020, respectively. This was included within “Interest Expense” in the condensed consolidated statements of income. Any future payments made to CPPIB Credit, or additional proceeds received from CPPIB Credit, will decrease or increase the long-term debt balance accordingly.
2024 Senior Convertible Notes, and Related Note Hedge and Warrant Transactions
On June 3, 2019 we issued $400.0 million in aggregate principal amount of 2.00% Senior Convertible Notes due 2024 (the "2024 Notes"). The net proceeds from the issuance of the 2024 Notes, after deducting the initial purchasers' transaction fees and offering expenses, were approximately $391.6 million. The 2024 Notes (i) bear interest at a rate of 2.00% per year, payable in cash on June 1 and December 1 of each year, commencing on December 1, 2019, and (ii) mature on June 1, 2024, unless earlier converted or repurchased. The effective interest rate of the 2024 Notes is 2.02%.
The 2024 Notes are convertible into cash, shares of our common stock or a combination thereof, at our election, at an initial conversion rate of 12.3018 shares of our common stock per $1,000 principal amount of 2024 Notes (which is equivalent to an initial conversion price of approximately $81.29 per share), as adjusted pursuant to the terms of the indenture governing the 2024 Notes (the "Indenture"). The conversion rate of the 2024 Notes, and thus the conversion price, may be adjusted in certain circumstances, including in connection with a conversion of the 2024 Notes made following certain fundamental changes and under other circumstances set forth in the Indenture. As of December 31, 2020, we made the irrevocable election to settle all conversions of the 2024 Notes through combination settlements of cash and shares of our common stock, with a specified dollar amount of $1,000 per $1,000 principal amount of 2024 Notes and any remaining amounts in shares of our common stock.
The 2024 Notes are senior unsecured obligations of the Company and rank equally in right of payment with any of our current and any future senior unsecured indebtedness. The 2024 Notes are effectively subordinated to all of our future secured indebtedness to the extent of the value of the related collateral, and the 2024 Notes are structurally subordinated to indebtedness and other liabilities, including trade payables, of our subsidiaries.
On May 29 and May 31, 2019, in connection with the offering of the 2024 Notes, we entered into convertible note hedge transactions (collectively, the "2024 Note Hedge Transactions") that cover, subject to customary anti-dilution adjustments, approximately 4.9 million shares of common stock, in the aggregate, at a strike price that initially corresponds to the initial conversion price of the 2024 Notes, subject to adjustment, and are exercisable upon any conversion of the 2024 Notes. On May 29 and May 31, 2019, we also entered into privately negotiated warrant transactions (collectively, the "2024 Warrant Transactions" and, together with the 2024 Note Hedge Transactions, the "2024 Call Spread Transactions"), whereby we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 4.9 million shares of common stock at an initial strike price of approximately $109.43 per share, subject to adjustment.
There have been no material changes regarding the 2024 Notes and 2024 Call Spread Transactions from the disclosures included in Note 10, "Obligations" within the notes to the consolidated financial statements included in Part II, Item 8 of the 2020 Form 10-K.
2020 Senior Convertible Notes
On March 11, 2015, we issued $316.0 million in aggregate principal amount of 1.50% Senior Convertible Notes due 2020 (the "2020 Notes"). The 2020 Notes bore interest at a rate of 1.50% per year and matured on March 1, 2020. On the maturity date, the outstanding balance of $94.9 million under the 2020 Notes was repaid in full.
The following table reflects the carrying value of our convertible notes long-term debt as of June 30, 2021 and December 31, 2020 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
|
|
December 31, 2020
|
|
Principal
|
$
|
400,000
|
|
|
|
|
$
|
400,000
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
Unamortized interest discount(a)
|
—
|
|
|
|
|
(51,567)
|
|
|
|
|
|
|
Deferred financing costs(a)
|
(5,194)
|
|
|
|
|
(4,612)
|
|
|
|
|
|
|
Net carrying amount of the 2024 Notes
|
$
|
394,806
|
|
|
|
|
$
|
343,821
|
|
|
|
|
|
______________________________
(a)Due to the adoption of ASU 2020-06 on January 1, 2021, the unamortized interest discount was reclassified back to the carrying value of the 2024 Notes. Refer to Note 1, "Basis of Presentation", for further information regarding this adoption.
The following table presents the amount of interest cost recognized, which is included within "Interest Expense" in our condensed consolidated statements of income, for the three and six months ended June 30, 2021 and June 30, 2020 relating to the contractual interest coupon, accretion of the debt discount, and the amortization of deferred financing costs of the 2024 Notes and 2020 Notes (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
2021
|
|
|
|
|
|
2020
|
|
|
2024 Notes
|
|
|
|
|
|
2024 Notes
|
|
2020 Notes
|
|
Total
|
|
Contractual coupon interest
|
$
|
2,000
|
|
|
|
|
|
|
$
|
2,000
|
|
|
$
|
—
|
|
|
$
|
2,000
|
|
|
Accretion of debt discount(a)
|
—
|
|
|
|
|
|
|
3,255
|
|
|
—
|
|
|
3,255
|
|
|
Amortization of deferred financing costs
|
402
|
|
|
|
|
|
|
291
|
|
|
—
|
|
|
291
|
|
|
Total
|
$
|
2,402
|
|
|
|
|
|
|
$
|
5,546
|
|
|
$
|
—
|
|
|
$
|
5,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
|
|
2021
|
|
2020
|
|
|
2024 Notes
|
|
|
|
|
|
2024 Notes
|
|
2020 Notes
|
|
Total
|
|
Contractual coupon interest
|
$
|
4,000
|
|
|
|
|
|
|
$
|
4,000
|
|
|
$
|
237
|
|
|
$
|
4,237
|
|
|
Accretion of debt discount(a)
|
—
|
|
|
|
|
|
|
6,477
|
|
|
669
|
|
|
7,146
|
|
|
Amortization of deferred financing costs
|
800
|
|
|
|
|
|
|
579
|
|
|
70
|
|
|
649
|
|
|
Total
|
$
|
4,800
|
|
|
|
|
|
|
$
|
11,056
|
|
|
$
|
976
|
|
|
$
|
12,032
|
|
______________________________
(a)Due to the adoption of ASU 2020-06, there is no longer accretion of the debt discount starting January 1, 2021. Refer to Note 1, "Basis of Presentation", for further information regarding this adoption.
Technicolor Contingent Consideration
As part of the Technicolor Patent Acquisition, we entered into a revenue-sharing arrangement with Technicolor that created a contingent consideration liability. Under the revenue-sharing arrangement, Technicolor receives 42.5% of future cash receipts from new licensing efforts from the Madison Arrangement only, subject to certain conditions and hurdles. As of June 30, 2021, the contingent consideration liability from the revenue-sharing arrangement was deemed not probable and is therefore not reflected within the consolidated financial statements.
8. VARIABLE INTEREST ENTITIES
As further discussed below, we are the primary beneficiary of three variable interest entities. As of June 30, 2021, the combined book values of the assets and liabilities associated with these variable interest entities included in our condensed consolidated balance sheet were $41.3 million and $5.7 million, respectively. Assets included $16.2 million of cash and cash equivalents, $7.5 million of accounts receivable and prepaid and other current assets, and $17.6 million of patents, net. As of December 31, 2020, the combined book values of the assets and liabilities associated with these variable interest entities included in our condensed consolidated balance sheet were $62.0 million and $5.8 million, respectively. Assets included $24.5 million of cash and cash equivalents, $2.3 million of accounts receivable and prepaid and other current assets, and $35.2 million of patents, net.
Chordant
On January 31, 2019, we launched the Company’s Chordant™ business as a standalone company. The spinout of the unit, which now includes an affiliate of Sony as an investor along with the Company, gives Chordant added independence and flexibility in driving into its core operator and smart city markets. Chordant is a variable interest entity and we have determined that we are the primary beneficiary for accounting purposes and consolidate Chordant. For the three and six months ended June 30, 2021, we have allocated approximately $2.2 million and $2.3 million, respectively, of Chordant's net loss to noncontrolling interests held by other parties, and for the three and six months June 30, 2020, we allocated $0.2 million and $0.5 million, respectively, of Chordant's net loss to noncontrolling interests held by other parties. During second quarter 2021, Chordant has begun the process of ceasing operations.
Convida Wireless
Convida Wireless was launched in 2013 and most recently renewed in 2018 to combine Sony's consumer electronics expertise with our pioneering IoT expertise to drive IoT communications and connectivity. Based on the terms of the agreement, the parties will contribute funding and resources for additional research and platform development, which we will perform. SCP IP Investment LLC, an affiliate of Stephens Inc., is a minority investor in Convida Wireless.
Convida Wireless is a variable interest entity. Based on our provision of research and platform development services to Convida Wireless, we have determined that we remain the primary beneficiary for accounting purposes and will continue to consolidate Convida Wireless. For each of the three and six months ended June 30, 2021 and 2020, we have allocated approximately $6.2 million and $7.7 million, respectively, of Convida Wireless's net loss to noncontrolling interests held by other parties and for the three and six months June 30, 2020, we allocated $1.5 million and $2.9 million, respectively.
During the second quarter 2021, we recognized an $11.0 million impairment on the patents within the Convida portfolio, resulting from our restructuring activities as described in Note 11, "Restructuring Activities", which is included within “Restructuring activities” expenses in the condensed consolidated statement of income. The Patents held for sale are recorded at fair value on June 30, 2021 and are included within "Prepaid and other current assets" in the consolidated balance sheet.
Signal Trust for Wireless Innovation
During 2013, we announced the establishment of the Signal Trust for Wireless Innovation (the “Trust”), the goal of which was to monetize a patent portfolio primarily related to 3G cellular infrastructure. In response to a request from Signal Trust, in first quarter 2021 we provided our consent, as major beneficiary, to dissolve Signal Trust.
The Trust has been accounted for as a variable interest entity. Based on the terms of the trust agreement, we determined that we are the primary beneficiary for accounting purposes and have included the Trust in our consolidated financial statements. Pending the dissolution of the Trust, we will continue to consolidate the Trust in our consolidated financial statements.
9. OTHER INCOME, NET
The amounts included in "Other income, net" in the condensed consolidated statements of income for the three and six months ended June 30, 2021 and 2020 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Interest and investment income
|
$
|
446
|
|
|
$
|
1,342
|
|
|
$
|
999
|
|
|
$
|
4,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
2,593
|
|
|
2,447
|
|
|
2,764
|
|
|
5,593
|
|
|
Other income, net
|
$
|
3,039
|
|
|
$
|
3,789
|
|
|
$
|
3,763
|
|
|
$
|
9,812
|
|
Interest and investment income decreased in both the three and six months ended June 30, 2021, due to reduced rates of return on our short-term investments. Other income remained flat in the three months ended June 30, 2021, compared to the three months ended June 30, 2020. The decrease in other income in the six months ended June 30, 2021, compared to six months ended June 30, 2020 was primarily driven by a decrease in gains resulting from observable price changes of our long-term strategic investments, which were $5.5 million during the six months ended June 30, 2020 and $1.0 million in June 30, 2021. This decrease was partially offset by a $1.9 million gain on a contract termination in first quarter 2021.
10. OTHER ASSETS
The amounts included in "Prepaid and other current assets" in the consolidated balance sheet as of June 30, 2021 and December 31, 2020 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported
|
|
As Revised (a)
|
|
|
June 30, 2021
|
|
December 31, 2020
|
|
December 31, 2020
|
|
Tax receivables
|
$
|
46,214
|
|
|
$
|
69,592
|
|
|
$
|
45,262
|
|
|
|
|
|
|
|
|
|
Prepaid assets
|
7,417
|
|
|
10,899
|
|
|
10,899
|
|
|
Patents held for sale
|
6,228
|
|
|
—
|
|
|
—
|
|
|
Receivable from sale of long-term investments
|
3,016
|
|
|
—
|
|
|
—
|
|
|
Operating lease receivable
|
—
|
|
|
817
|
|
|
817
|
|
|
Other current assets
|
11,922
|
|
|
2,916
|
|
|
2,916
|
|
|
Total Prepaid and other current assets
|
$
|
74,797
|
|
|
$
|
84,224
|
|
|
$
|
59,894
|
|
The amounts included in "Other non-current assets, net" in the consolidated balance sheet as of June 30, 2021 and December 31, 2020 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported
|
|
As Revised (a)
|
|
|
June 30, 2021
|
|
December 31, 2020
|
|
December 31, 2020
|
|
Tax receivables
|
$
|
27,108
|
|
|
$
|
—
|
|
|
$
|
24,330
|
|
|
Goodwill
|
22,421
|
|
|
22,421
|
|
|
22,421
|
|
|
Right-of-use assets
|
19,091
|
|
|
22,456
|
|
|
22,456
|
|
|
Long-term investments
|
14,580
|
|
|
15,489
|
|
|
15,489
|
|
|
Other non-current assets
|
12,202
|
|
|
13,677
|
|
|
13,677
|
|
|
Total Other non-current assets, net
|
$
|
95,402
|
|
|
$
|
74,043
|
|
|
$
|
98,373
|
|
_____________________________
(a)As discussed in Note 1, we revised our prior period presentation of "Prepaid and other current assets" and "Other non-current assets, net". This column represents the effect of the revision on the consolidated balance sheet.
11. RESTRUCTURING ACTIVITIES
During second quarter 2021, the Company began the process of a strategic review and began under taking certain actions in order to increase focus on core technologies and markets.
On June 10, 2021, the Company announced that, as a result of a strategic review of its research and innovation priorities, it commenced the process of a collective economic layoff in which it proposed a reduction in force of 66 employees in its research and innovation unit, 60 of whom are based in France. The Company has launched an information-consultation process with respect to the contemplated reorganization with the works council of certain of its French subsidiaries, as required by French law. The Company anticipates the reduction in force being finalized in 2021.
During June 2021, Chordant has begun the process of ceasing operations. The Company implemented a reduction in workforce action in second quarter 2021, consisting of 18 employees.
Additionally, in June 2021, Convida approved a plan to sell certain patents. The proceeds from the sale of these patents will contribute to funding Convida's operations. These assets were evaluated as a separate asset group, and reclassified as assets held for sale. Upon the reclassification, the patents to be sold were recorded at fair value on June 30, 2021, which resulted in the Company recognizing an $11.0 million impairment during the three months ending June 30, 2021. We determined the fair value based upon evaluation of market conditions. The patents held for sale are included within "Prepaid and other current assets" in the consolidated balance sheet.
Restructuring charges are estimated based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring expenses, actual amounts incurred for such activities may differ from amounts initially estimated.
The restructuring charges associated with the above activities totaling $13.2 million in second quarter 2021 are presented net of any reimbursement arrangements and include $1.2 million of outside services and other associated costs related to non-recurring consultant and legal fees. We expect additional charges to be recorded in second half of 2021.
The following table presents the change in our restructuring liability during the period, which is included in "Other accrued expenses" on our consolidated balance sheet (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2020
|
|
|
|
|
$
|
—
|
|
|
Accrual
|
|
|
|
|
12,285
|
|
|
Cash payments
|
|
|
|
|
(628)
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2021
|
|
|
|
|
$
|
11,657
|
|
The restructuring expenses included in "Restructuring activities" in the condensed consolidated statements of income for the three and six months ended June 30, 2021 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2021
|
|
Six months ended June 30, 2021
|
|
|
|
|
|
|
Patent impairment
|
$
|
11,000
|
|
|
$
|
11,000
|
|
|
Severance and other benefits
|
11,086
|
|
|
11,086
|
|
|
Outside services and other associated costs
|
1,199
|
|
|
1,199
|
|
|
Reimbursement arrangements
|
(10,040)
|
|
|
(10,040)
|
|
|
Total
|
$
|
13,245
|
|
|
$
|
13,245
|
|
12. SUBSEQUENT EVENTS
On August 3, 2021, the Company announced it has entered into a multi-year, worldwide, non-exclusive, royalty bearing license with a subsidiary of Xiaomi. The license covers Xiaomi’s cellular-enabled mobile devices under InterDigital’s standard essential patents related to cellular wireless (including 3G, 4G and 5G), WiFi and HEVC video technology. As part of the agreement the Company and Xiaomi have agreed to terminate all pending patent litigation and other proceedings between the companies. Second quarter 2021 revenue did not include any impact from the Xiaomi agreement, which was executed in third quarter 2021.
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
The following discussion should be read in conjunction with the unaudited, condensed consolidated financial statements and notes thereto contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, in addition to our 2020 Form 10-K, other reports filed with the SEC and the Statement Pursuant to the Private Securities Litigation Reform Act of 1995 — Forward-Looking Statements below.
Throughout the following discussion and elsewhere in this Form 10-Q, we refer to “recurring revenues” and “non-recurring revenues.” Recurring revenues are comprised of “current patent royalties” and “current technology solutions revenue.” Non-recurring revenues are comprised of “non-current patent royalties,” which include past patent royalties and royalties from static agreements, as well as “patent sales.”
Throughout the following discussion and elsewhere in this Form 10-Q, we refer to the R&I Acquisition, in which we acquired Technicolor's R&I team. Refer to Note 5, "Business Combinations and Other Transactions," within the notes to the consolidated financial statements included in Part II, Item 8 of the 2020 Form 10-K for further information on the Technicolor transactions.
Xiaomi Patent License Agreement
On August 3, 2021, we announced that we have entered into a multi-year, worldwide, non-exclusive, royalty bearing license with a subsidiary of Xiaomi. The license covers Xiaomi’s cellular-enabled mobile devices under our standard essential patents related to cellular wireless (including 3G, 4G and 5G), WiFi and HEVC video technology. As part of the agreement, we and Xiaomi have agreed to terminate all pending patent litigation and other proceedings between the companies. Second quarter 2021 revenue did not include any impact from the Xiaomi agreement, which was executed in third quarter 2021. We expect to recognize recurring and non-recurring revenue from this agreement, beginning in third quarter 2021, along with additional expenses to adjust our performance-based compensation accruals.
Recurring Revenue
Second quarter 2021 recurring revenue was $78.1 million, compared to recurring revenue of $85.2 million in second quarter 2020, an 8% year-over-year decrease. The decrease in fixed-fee royalty revenue was primarily due to a reduction from the expired LG patent license agreement, partially offset by additional revenues from eight new patent license agreements signed in the last twelve months. In April 2021, LG confirmed that it is exiting the smartphone market. Refer to "Results of Operations --Second Quarter 2021 Compared to Second Quarter 2020" for further discussion of our 2021 revenue.
Restructuring Activities
On June 10, 2021, we announced that, as a result of a strategic review of our research and innovation priorities, we commenced the process of a collective economic layoff in which we proposed a reduction in force of 66 employees in our research and innovation unit, 60 of whom are based in France. We have launched an information-consultation process with respect to the contemplated reorganization with the works council of certain of our French subsidiaries, as required by French law. We anticipate the reduction in force being finalized in 2021. Additionally, Chordant has begun the process of ceasing operations. The Company implemented a reduction in workforce action in second quarter 2021, consisting of 18 employees.
During second quarter 2021, we recognized $13.2 million restructuring expenses including $11.1 million severance and other benefits, an $11.0 million impairment on our patents and $1.2 million outside services and other associated costs, offset by a $10.0 million reimbursement agreement, which are included within “Restructuring Activities” in the condensed consolidated statement of income. Any remaining restructuring expenses are expected to be recognized in 2021.
We expect to recognize additional restructuring charges of $15 million - $20 million in the second half of 2021. We expect these actions will drive annualized recurring expense savings of approximately $15 million beginning in fourth quarter 2021.
Impact of COVID-19 Pandemic
In March 2020, the World Health Organization categorized the novel coronavirus ("COVID-19") as a pandemic, and it continues to significantly impact the United States and the rest of the world. Though the COVID-19 pandemic and the measures taken to reduce its transmission, such as the imposition of social distancing and orders to work-from-home and shelter-in-place, have altered our business environment and overall working conditions, we continue to believe that our strategic strengths, including talent, our strong balance sheet, stable revenue base, and the strength of our patent portfolio, will allow us to weather a rapidly changing marketplace.
While the environment in which we conduct our business and our overall working conditions have changed as a result of the COVID-19 pandemic, we experienced a limited impact on our operations and financial position during three months ended June 30, 2021. As discussed in our 2020 Form 10-K, fixed-fee royalties accounted for nearly 89% of our revenues in 2020. To that end, in the six months ended June 30, 2021, we did not experience a significant impact on our revenue due to COVID-19. Meanwhile, we have taken steps to protect the health and safety of our employees and their families, with our entire worldwide workforce continuing to work remotely with limited exceptions. We are currently planning for a return to in-person work as early as September 2021, however we continue to evaluate feasibility of this date based on the evolving environment and regulatory guidance. Most of our locations are open on a limited and voluntary basis as of July 1, 2021. Despite the remote working conditions, our business activities have continued to operate with minimal interruption, and we expect them to continue to operate efficiently. Although we have resumed work-related travel on a limited basis, we have conducted the majority of our licensing negotiations, investor presentations and participation in standards organizations and industry events virtually. Between March 12, 2020, when we began to work almost entirely remotely, and June 30, 2021, we successfully concluded ten new patent license agreements that we estimate will result in aggregate revenues exceeding $200.0 million over the terms of those agreements. Our financial position remains strong, we believe we have sufficient access to capital if needed, and we remain committed to our efforts around cost discipline.
Despite our success thus far in navigating the challenging environment that COVID-19 has presented, as more fully discussed in Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q, the extent to which COVID-19 will adversely impact our business, financial condition and results of operations is dependent upon numerous factors resulting therefrom, many of which are highly uncertain, rapidly changing and uncontrollable. However, with a strong balance sheet and the vast majority of our current revenue coming from fixed price agreements, we believe that we are well-positioned to continue to overcome and adapt to the challenges that we have been presented with thus far.
Share Repurchase Program
During second quarter 2021, we repurchased 0.1 million shares for $5.4 million under the 2014 Repurchase Program. As of June 30, 2021, there was approximately $60.3 million remaining under the stock repurchase authorization. In the period July 1, 2021 through August 3, 2021, we repurchased 0.1 million shares for $8.8 million under the 2014 Repurchase Program.
Comparability of Financial Results
When comparing second quarter 2021 financial results against other periods, the following items should be taken into consideration:
•Our second quarter 2021 revenue includes $9.6 million of non-recurring revenue primarily related to a static fixed-fee patent licensing agreement signed in second quarter 2021.
•During second quarter 2021, we recognized $13.2 million restructuring expenses including $11.1 million severance and other benefits, an $11.0 million impairment on our patents and $1.2 million outside services and other associated costs, offset by a $10.0 million reimbursement agreement. These costs resulted from our restructuring activities as described in Note 11, "Restructuring Activities", within the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and are included within “Restructuring activities” expenses in the condensed consolidated statement of income. The patents held for sale are recorded at fair value on June 30, 2021 and are included within "Prepaid and other current assets" in the consolidated balance sheet.
•During second quarter 2021, we incurred $2.0 million of additional non-recurring personnel-related costs expenses related to new employee agreements.
•Interest expense decreased in second quarter 2021 by $3.3 million primarily due to a reduction in non-cash interest expense resulting from the accounting adoption of ASU 2020-06, related to the accounting for convertible debts.
•In second quarter 2021 we recognized a $1.0 million gain resulting from observable price changes of one of our long-term strategic investments, which was included within “Other Income, Net” in the condensed consolidated statement of income.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our significant accounting policies are described in Note 2, "Summary of Significant Accounting Policies and New Accounting Guidance", in the notes to consolidated financial statements included in our 2020 Form 10-K. A discussion of our critical accounting policies, and the estimates related to them, are included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2020 Form 10-K. There have been no material changes to our existing critical accounting policies from the disclosures included in our 2020 Form 10-K. In addition, we have analyzed the impact of COVID-19 on our financial statements as of June 30, 2021, and we have determined that the changes to our significant judgments and estimates did not have a material impact on our financial statements. Refer to Note 1, “Basis of Presentation,” in the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for updates related to new accounting pronouncements and changes in accounting policies.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash, cash equivalents and short-term investments, as well as cash generated from operations. We believe we have the ability to obtain additional liquidity through debt and equity financings. Based on our past performance and current expectations, we believe our available sources of funds, including cash, cash equivalents and short-term investments and cash generated from our operations, will be sufficient to finance our operations, capital requirements, debt obligations, existing stock repurchase program and dividend program for the next twelve months.
Cash, cash equivalents, restricted cash and short-term investments
As of June 30, 2021 and December 31, 2020, we had the following amounts of cash, cash equivalents, restricted cash and short-term investments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2021
|
|
December 31, 2020
|
|
Increase /
(Decrease)
|
|
Cash and cash equivalents
|
$
|
410,144
|
|
|
$
|
473,474
|
|
|
$
|
(63,330)
|
|
|
Restricted cash included within prepaid and other current assets
|
741
|
|
|
3,108
|
|
|
(2,367)
|
|
|
Restricted cash included within other non-current assets
|
1,081
|
|
|
1,081
|
|
|
—
|
|
|
Short-term investments
|
425,759
|
|
|
453,173
|
|
|
(27,414)
|
|
|
Total cash, cash equivalents, restricted cash and short-term investments
|
$
|
837,725
|
|
|
$
|
930,836
|
|
|
$
|
(93,111)
|
|
The net decrease in cash, cash equivalents, restricted cash and short-term investments was attributable to cash used in financing activities of $33.1 million, primarily related to dividend payments and repurchases of common stock, cash used in investing activities of $22.3 million, excluding sales and purchases of short-term investments, and cash used in operating activities of $37.1 million. Refer to the sections below for further discussion of these items.
Cash flows from operating activities
We used the following cash flows in our operating activities in first half 2021 and 2020 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
|
|
2021
|
|
2020
|
|
Increase /
(Decrease)
|
|
Net cash provided by (used in) operating activities
|
$
|
(37,101)
|
|
|
$
|
42,870
|
|
|
$
|
(79,971)
|
|
Our cash flows provided by (used in) operating activities are principally derived from cash receipts from patent license and technology solutions agreements, offset by cash operating expenses and income tax payments. The $80.0 million change in net cash used in operating activities was primarily driven by lower cash receipts, primarily related to new patent license agreements signed over the last twelve months, as well as the timing of cash receipts related to existing patent license agreements. The table below sets forth the significant items comprising our cash flows provided by (used in) operating activities during the six months ended June 30, 2021 and 2020 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
|
|
2021
|
|
2020
|
|
Increase / (Decrease)
|
|
Cash Receipts:
|
|
|
|
|
|
|
Patent royalties
|
$
|
75,435
|
|
|
$
|
155,330
|
|
|
$
|
(79,895)
|
|
|
Technology solutions
|
3,412
|
|
|
3,403
|
|
|
9
|
|
|
Total cash receipts
|
78,847
|
|
|
158,733
|
|
|
(79,886)
|
|
|
|
|
|
|
|
|
|
Cash Outflows:
|
|
|
|
|
|
|
Cash operating expenses a
|
105,729
|
|
|
97,159
|
|
|
8,570
|
|
|
Income taxes paid b
|
4,793
|
|
|
13,788
|
|
|
(8,995)
|
|
|
Total cash outflows
|
110,522
|
|
|
110,947
|
|
|
(425)
|
|
|
|
|
|
|
|
|
|
Other working capital adjustments
|
(5,426)
|
|
|
(4,916)
|
|
|
(510)
|
|
|
|
|
|
|
|
|
|
Cash flows (used in) provided by operating activities
|
$
|
(37,101)
|
|
|
$
|
42,870
|
|
|
$
|
(79,971)
|
|
______________________________
(a) Cash operating expenses include operating expenses less depreciation of fixed assets, amortization of patents, non-cash compensation and non-cash changes in fair value.
(b) Income taxes paid include foreign withholding taxes.
Cash flows from investing and financing activities
Net cash provided by in investing activities in first half 2021 was $4.5 million, a $10.7 million change from $6.2 million of net cash used in investing activities in first half 2020. During first half 2021, we sold $26.7 million of short-term marketable securities, net of purchases, we capitalized $21.2 million of patent costs and property plant and equipment purchases, and invested $1.1 million in a new strategic investment. During first half 2020, we sold $11.4 million of short-term marketable securities, net of purchases, and we capitalized $17.6 million of patent costs and property plant and equipment purchases.
Net cash used in financing activities for first half 2021 was $33.1 million, a change of $83.4 million from net cash used in financing activities of $116.5 million for first half 2020. This change was primarily attributable to a $94.9 million payment on long-term debt related to the repayment of our 2020 Notes during the first quarter 2020 offset by $10.8 million of additional repurchases of common stock and a $1.1 million non-controlling interest distribution in first quarter 2021.
Other
Our combined short-term and long-term deferred revenue balance as of June 30, 2021 was approximately $241.3 million, a net decrease of $86.7 million from December 31, 2020. This decrease in deferred revenue was primarily attributable to timing of cash receipts from our dynamic fixed-fee royalty agreements and amortization of deferred revenue recognized in the period.
Based on current license agreements, we expect the amortization of dynamic fixed-fee royalty payments to reduce the June 30, 2021 deferred revenue balance of $241.3 million by $158.9 million over the next twelve months.
Convertible Notes
See Note 7, “Obligations” to the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for definitions of capitalized terms below.
Our 2024 Notes, which for purposes of this discussion are also referred to as the "Convertible Notes", are included in the dilutive earnings per share calculation using the if-converted method, as required by the adoption of ASU 2020-06. Under the if-converted method, we must assume that conversion of convertible securities occurs at the beginning of the reporting period. As of December 31, 2020, we made the irrevocable election to settle all conversions of the 2024 Notes through combination settlements of cash and shares of our common stock, with a specified dollar amount of $1,000 per $1,000 principal amount of 2024 Notes and any remaining amounts in shares of common stock. As the principal amount must be paid in cash and only the conversion spread is settled in shares, we only include the net number of incremental shares that would be issued upon conversion. We must calculate the number of shares of our common stock issuable under the terms of the Convertible Notes based on the average market price of our common stock during the applicable reporting period and include that number in the total diluted shares figure for the period.
At the time we issued the Convertible Notes, we entered into the 2024 Call Spread Transactions that together were designed to have the economic effect of reducing the net number of shares that will be issued in the event of conversion of the Convertible Notes by, in effect, increasing the conversion price of the Convertible Notes from our economic standpoint. However, under GAAP, since the impact of the 2024 Note Hedge Transactions is anti-dilutive, we exclude from the calculation of fully diluted shares the number of shares of our common stock that we would receive from the counterparties to these agreements upon settlement.
During periods in which the average market price of our common stock is above the applicable conversion price of the Convertible Notes ($81.29 per share for the 2024 Notes as of June 30, 2021) or above the strike price of the warrants ($109.43 per share for the 2024 Warrant Transactions as of June 30, 2021), the impact of conversion or exercise, as applicable, would be dilutive and such dilutive effect is reflected in diluted earnings per share. As a result, in periods where the average market price of our common stock is above the conversion price or strike price, as applicable, under the if-converted method, we calculate the number of shares issuable under the terms of the Convertible Notes and the warrants based on the average market price of the stock during the period, and include that number in the total diluted shares outstanding for the period.
Under the if-converted method, changes in the price per share of our common stock can have a significant impact on the number of shares that we must include in the fully diluted earnings per share calculation. As described in Note 7, "Obligations," we made the irrevocable election to settle all conversions of the 2024 Notes through combination settlements of cash and shares of our common stock, with a specified dollar amount of $1,000 per $1,000 principal amount of 2024 Notes and any remaining amounts in shares of our common stock ("net share settlement"). Assuming net share settlement upon conversion, the following table illustrates how, based on the $400.0 million aggregate principal amount of the 2024 Notes outstanding as of June 30, 2021, and the approximately 4.9 million warrants related to the 2024 Notes outstanding as of the same date, changes in our stock price would affect (i) the number of shares issuable upon conversion of the Convertible Notes, (ii) the number of shares issuable upon exercise of the warrants subject to the 2024 Warrant Transactions, (iii) the number of additional shares deemed outstanding with respect to the Convertible Notes, after applying the if-converted method, for purposes of calculating diluted earnings per share ("Total If-Converted Method Incremental Shares"), (iv) the number of shares of our common stock deliverable to us upon settlement of the 2024 Note Hedge Transactions and (v) the number of shares issuable upon concurrent conversion of the Convertible Notes, exercise of the warrants subject to the 2024 Warrant Transactions, and settlement of the 2024 Note Hedge Transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 Notes
|
|
Market Price Per Share
|
Shares Issuable Upon Conversion of the 2024 Notes
|
Shares Issuable Upon Exercise of the 2024 Warrant Transactions
|
Total If-Converted Method Incremental Shares
|
Shares Deliverable to InterDigital upon Settlement of the 2024 Note Hedge Transactions
|
Incremental Shares Issuable (a)
|
|
|
(Shares in thousands)
|
|
$85
|
215
|
—
|
215
|
(215)
|
—
|
|
$90
|
476
|
—
|
476
|
(476)
|
—
|
|
$95
|
710
|
—
|
710
|
(710)
|
—
|
|
$100
|
921
|
—
|
921
|
(921)
|
—
|
|
$105
|
1,111
|
—
|
1,111
|
(1,111)
|
—
|
|
$110
|
1,284
|
25
|
1,309
|
(1,284)
|
25
|
|
$115
|
1,442
|
238
|
1,680
|
(1,442)
|
238
|
|
$120
|
1,587
|
433
|
2,020
|
(1,587)
|
433
|
|
$125
|
1,721
|
613
|
2,334
|
(1,721)
|
613
|
|
$130
|
1,844
|
779
|
2,623
|
(1,844)
|
779
|
______________________________
(a) Represents incremental shares issuable upon concurrent conversion of convertible notes, exercise of warrants and settlement of the hedge agreements.
RESULTS OF OPERATIONS
Second Quarter 2021 Compared to Second Quarter 2020
Revenues
The following table compares second quarter 2021 revenues to second quarter 2020 revenues (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
|
|
|
|
2021
|
|
2020
|
|
Total Increase/(Decrease)
|
|
Variable patent royalty revenue
|
$
|
7,323
|
|
|
$
|
4,597
|
|
|
$
|
2,726
|
|
|
59
|
%
|
|
Fixed-fee royalty revenue
|
69,296
|
|
|
77,338
|
|
|
(8,042)
|
|
|
(10)
|
%
|
|
Current patent royalties a
|
76,619
|
|
|
81,935
|
|
|
(5,316)
|
|
|
(6)
|
%
|
|
Non-current patent royalties b
|
9,586
|
|
|
19,249
|
|
|
(9,663)
|
|
|
(50)
|
%
|
|
Total patent royalties
|
86,205
|
|
|
101,184
|
|
|
(14,979)
|
|
|
(15)
|
%
|
|
Current technology solutions revenue a
|
1,530
|
|
|
3,314
|
|
|
(1,784)
|
|
|
(54)
|
%
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
$
|
87,735
|
|
|
$
|
104,498
|
|
|
$
|
(16,763)
|
|
|
(16)
|
%
|
a. Recurring revenues are comprised of current patent royalties, inclusive of Dynamic Fixed-Fee Agreement royalties, and current technology solutions revenue.
b. Non-recurring revenues are comprised of non-current patent royalties, which include past patent royalties and royalties from static agreements, as well as patent sales.
The $16.8 million decrease in total revenue was primarily due to a $7.1 million decrease in recurring revenue and a $9.7 million decrease in non-current patent royalties. The decrease in recurring revenue was primarily due to the expired LG patent license agreement, partially offset by additional revenues from eight new patent license agreements signed in the last twelve months. The decrease in non-current patent royalties was driven by past sales royalties recognized from the Huawei patent license agreement signed in second quarter 2020, partially offset by royalties recognized from a static fixed-fee patent license agreement signed in second quarter 2021.
In second quarter 2021 and second quarter 2020, 79% and 75% of our total revenue, respectively, was attributable to companies that individually accounted for 10% or more of our total revenue. In second quarter 2021 and second quarter 2020, the following companies accounted for 10% or more of our total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
2021
|
|
2020
|
|
Apple
|
32%
|
|
27%
|
|
Samsung
|
22%
|
|
19%
|
|
Huawei
|
13%
|
|
29%
|
|
Kyocera
|
12%
|
|
<10%
|
Operating Expenses
The following table summarizes the changes in operating expenses between second quarter 2021 and second quarter 2020 by category (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
|
|
|
|
2021
|
|
2020
|
|
Increase/(Decrease)
|
|
Patent administration and licensing
|
$
|
40,970
|
|
|
$
|
38,695
|
|
|
$
|
2,275
|
|
|
6
|
%
|
|
Development
|
21,870
|
|
|
22,092
|
|
|
(222)
|
|
|
(1)
|
%
|
|
Selling, general and administrative
|
14,799
|
|
|
11,794
|
|
|
3,005
|
|
|
25
|
%
|
|
Restructuring activities
|
13,245
|
|
|
—
|
|
|
13,245
|
|
|
100
|
%
|
|
Total operating expenses
|
$
|
90,884
|
|
|
$
|
72,581
|
|
|
$
|
18,303
|
|
|
25
|
%
|
Operating expenses increased to $90.9 million in second quarter 2021 from $72.6 million in second quarter 2020. The $18.3 million increase in total operating expenses was primarily due to changes in the following items (in thousands):
|
|
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
Restructuring activities
|
$
|
13,245
|
|
|
Personnel-related costs
|
3,373
|
|
|
Intellectual property enforcement and non-patent litigation
|
1,113
|
|
|
Other
|
572
|
|
|
Total increase in operating expenses
|
$
|
18,303
|
|
The $18.3 million increase in operating expenses was primarily driven by $13.2 million of non-recurring restructuring costs incurred as part of our overall restructuring plan. In addition, there was a $3.4 million increase in personnel-related costs, primarily driven by new employment agreements, and a $1.1 million increase in intellectual property enforcement costs, primarily driven by the ongoing Lenovo and Xiaomi litigations.
Patent Administration and Licensing Expense: The $2.3 million increase in patent administration and licensing expense primarily resulted from the increase in the intellectual property enforcement discussed above, as well as higher patent maintenance costs.
Development Expense: Development expense was relatively flat as compared to second quarter 2020.
Selling, General and Administrative Expense: The $3.0 million increase in selling, general and administrative expense was primarily due to the increase in personnel-related costs discussed above.
Restructuring Activities: We incurred $13.2 million of restructuring expenses associated with our overall restructuring plan, as described in Note 11, "Restructuring Activities" within the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Non-Operating Expense
The following table compares second quarter 2021 non-operating expense to second quarter 2020 non-operating expense (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
|
|
|
|
2021
|
|
2020
|
|
Increase/(Decrease)
|
|
Interest expense
|
$
|
(6,666)
|
|
|
$
|
(9,971)
|
|
|
$
|
3,305
|
|
|
33
|
%
|
|
Interest and investment income
|
446
|
|
|
1,342
|
|
|
(896)
|
|
|
(67)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net
|
2,593
|
|
|
2,447
|
|
|
146
|
|
|
6
|
%
|
|
Total non-operating expense
|
$
|
(3,627)
|
|
|
$
|
(6,182)
|
|
|
$
|
2,555
|
|
|
41
|
%
|
The change in non-operating expense between periods was driven by $3.3 million of reduced non-cash interest expense due to the removal of the accretion of the debt discount on the 2024 Notes resulting from the adoption of ASU 2020-06. Additionally, interest and investment income decreased $0.9 million in the three months ended June 30, 2021 due to reduced rates of return on our short-term investments.
Income taxes
In second quarter 2021 and 2020, we had an effective tax rate of (0.3)% and 20.0%, respectively. The effective tax rate in both periods was impacted by losses in certain jurisdictions where the Company presently has recorded a valuation allowance against the related tax benefit. Excluding this valuation allowance, our second quarter 2021 and 2020 effective tax rate would have been 26.3% and 12.2%, respectively.
First Half 2021 Compared to First Half 2020
Revenues
The following table compares first half 2021 revenues to first half 2020 revenues (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
|
|
|
|
|
|
2021
|
|
2020
|
|
Total Increase/(Decrease)
|
|
Variable patent royalty revenue
|
$
|
14,419
|
|
|
$
|
10,543
|
|
|
$
|
3,876
|
|
|
37
|
%
|
|
Fixed-fee royalty revenue
|
138,592
|
|
|
143,685
|
|
|
(5,093)
|
|
|
(4)
|
%
|
|
Current patent royalties a
|
153,011
|
|
|
154,228
|
|
|
(1,217)
|
|
|
(1)
|
%
|
|
Non-current patent royalties b
|
13,367
|
|
|
19,954
|
|
|
(6,587)
|
|
|
33
|
%
|
|
Total patent royalties
|
166,378
|
|
|
174,182
|
|
|
(7,804)
|
|
|
(4)
|
%
|
|
Current technology solutions revenue a
|
3,720
|
|
|
6,526
|
|
|
(2,806)
|
|
|
(43)
|
%
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
$
|
170,098
|
|
|
$
|
180,708
|
|
|
$
|
(10,610)
|
|
|
(6)
|
%
|
(a) Recurring revenues are comprised of current patent royalties, inclusive of Dynamic Fixed-Fee Agreement royalties, and current technology solutions revenue.
(b) Non-recurring revenues are comprised of non-current patent royalties, which include past patent royalties and royalties from static agreements, as well as patent sales.
The $10.6 million decrease in total revenue was primarily driven by a $4.0 million decrease in recurring revenue and a $6.6 million decrease in non-current patent royalties. The decrease in recurring royalty revenue was primarily due to the expired LG patent license agreement, and was partially offset by additional revenues from nine new patent license agreements signed in the last fifteen months, including the Huawei patent license agreement signed in second quarter 2020. The decrease in non-current patent royalties was driven by past sales royalties recognized from the Huawei patent license agreement signed in second quarter 2020, partially offset by royalties recognized from two patent license agreement signed in first half 2021.
In first half 2021 and first half 2020, 69% and 70% of our total revenue, respectively, was attributable to companies that individually accounted for 10% or more of our total revenue. In first half 2021 and first half 2020, the following companies accounted for 10% or more of our total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
|
|
2021
|
|
2020
|
|
Apple
|
33%
|
|
31%
|
|
Samsung
|
23%
|
|
22%
|
|
Huawei
|
13%
|
|
17%
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
The following table summarizes the changes in operating expenses between first half 2021 and first half 2020 by category (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
|
|
|
|
2021
|
|
2020
|
|
Increase/(Decrease)
|
|
Patent administration and licensing
|
$
|
77,544
|
|
|
$
|
78,803
|
|
|
$
|
(1,259)
|
|
|
(2)
|
%
|
|
Development
|
44,453
|
|
|
40,910
|
|
|
3,543
|
|
|
9
|
%
|
|
Selling, general and administrative
|
26,016
|
|
|
24,397
|
|
|
1,619
|
|
|
7
|
%
|
|
Restructuring activities
|
13,245
|
|
|
—
|
|
|
13,245
|
|
|
100
|
%
|
|
Total operating expenses
|
$
|
161,258
|
|
|
$
|
144,110
|
|
|
$
|
17,148
|
|
|
12
|
%
|
Operating expenses increased 12% to $161.3 million in first half 2021 from $144.1 million in first half 2020. The $17.1 million increase in total operating expenses was primarily due to changes in the following items (in thousands):
|
|
|
|
|
|
|
|
|
Increase/(Decrease)
|
|
Restructuring activities
|
$
|
13,245
|
|
|
Personnel-related costs
|
5,626
|
|
|
Intellectual property enforcement and non-patent litigation
|
2,386
|
|
|
Patent maintenance
|
(1,611)
|
|
|
Corporate initiatives
|
(1,952)
|
|
|
Other
|
(546)
|
|
|
Total increase in operating expenses
|
$
|
17,148
|
|
The $17.1 million increase in operating expenses was primarily driven by $13.2 million of non-recurring restructuring costs incurred as part of our overall restructuring plan. In addition, there was a $5.6 million increase in personnel-related costs, primarily driven by new employment agreements, and a $2.4 million increase in intellectual property enforcement costs, primarily driven by the ongoing Lenovo and Xiaomi litigations. These increases were offset by a $1.6 million decrease in patent maintenance costs due to the ongoing efforts to effectively manage our patent portfolio size and a $2.0 million decrease due to ongoing efforts to optimize our cost structure, including the closing of our San Diego office.
Patent Administration and Licensing Expense: The decrease in patent administration and licensing expense primarily resulted from the above-noted decrease in patent maintenance costs, slightly offset by an increase in intellectual property enforcement costs. Additionally, lower personnel-related costs contributed to the decrease.
Development Expense: The increase in development expense primarily resulted from the above-noted increase in personnel-related expenses.
Selling, General and Administrative Expense: The increase in selling, general and administrative expense primarily resulted from the above-noted increase in personnel-related costs, and was partially offset by the above-noted corporate initiatives.
Restructuring Activities: The Company incurred $13.2 million of restructuring expenses associated with the Company's overall restructuring plan, as described in Note 11, "Restructuring Activities" within the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Non-Operating Expense
The following table compares first half 2021 non-operating expense to first half 2020 non-operating expense (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
|
|
|
|
|
|
2021
|
|
2020
|
|
Increase/(Decrease)
|
|
Interest expense
|
$
|
(13,656)
|
|
|
$
|
(20,516)
|
|
|
$
|
6,860
|
|
|
33
|
%
|
|
Interest and investment income
|
999
|
|
|
4,219
|
|
|
(3,220)
|
|
|
(76)
|
%
|
|
Other income, net
|
2,764
|
|
|
5,593
|
|
|
(2,829)
|
|
|
51
|
%
|
|
Total non-operating expense
|
$
|
(9,893)
|
|
|
$
|
(10,704)
|
|
|
$
|
811
|
|
|
8
|
%
|
The change in non-operating expense between periods was primarily driven by a $5.5 million gain in 2020, resulting from observable price changes of one of our long-term strategic investments, $6.9 million of reduced non-cash interest expense due to the removal of the accretion of the debt discount on the 2024 Notes resulting from the adoption of ASU 2020-06, $1.0 million of reduced interest expense due to the repayment of the 2020 Notes in first quarter 2020, and a $1.9 million gain in first quarter 2021 on a contract termination. Additionally, Interest and investment income decreased $3.2 million in the six months ended June 30, 2021 due to reduced rates of return on our short-term investments.
Income taxes
In first half 2021 and 2020, we had an effective tax rate of (169.6)% and 26.9%, respectively. The effective tax rate in both periods was driven by losses in certain jurisdictions where the Company presently has recorded a valuation allowance against the related tax benefit. Excluding this valuation allowance, our first half 2021 and 2020 effective tax rate would have been 104.3% and 12.5%, respectively. In the first half of 2021 and 2020, we recorded a net discrete tax expense of $0.6 million and $0.3 million, respectively, primarily related to share-based compensation.
STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 — FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include certain information under the heading “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information regarding our current beliefs, plans and expectations, including without limitation the matters set forth below. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “forecast,” "believe," "could," "would," "should," "if," "may," "might," "future," "target," “goal,” "trend," "seek to," "will continue," "predict," "likely," "in the event," variations of any such words or similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, statements regarding:
•Our expectations regarding the potential effects of new accounting standards on our financial position, results of operations or cash flows;
•Our expectation that the amortization of dynamic fixed-fee royalty payments will reduce our June 30, 2021 deferred revenue balance over the next twelve months;
•Our expectations with respect to revenue to be recognized based on contracts signed and committed Dynamic Fixed-Fee Agreement payments as of June 30, 2021;
•Our expectations and estimations regarding the income tax effects, and the impact on the Company, of the 2017 Tax Cuts and Jobs Act, including our forecasted net benefit related to our income qualifying as FDII;
•Our expectations with respect to anticipated tax refunds to be received from amending certain tax returns;
•The timing, outcome and impact of, and plans, expectations and beliefs with respect to, our various litigation, regulatory, administrative and legislative matters;
•Our belief that we have the ability to obtain additional liquidity through debt and equity financings;
•Our expectations with respect to the impact of the restructuring activities on our financial statements and our business;
•Our belief that our available sources of funds will be sufficient to finance our operations, capital requirements, debt obligations, existing stock repurchase program and dividend program for the next twelve months;
•Our expectation that we will continue to pay dividends comparable to our quarterly $0.35 per share cash dividend in the future;
•Our expectations regarding our customers’ ability to continue to pay fixed fee payments owed to us despite the ongoing COVID-19 pandemic; and
•Our expectations regarding the potential effects of the ongoing COVID-19 pandemic on our business, financial position, results of operations and cash flows.
Forward-looking statements concerning our business, results of operations and financial condition are inherently subject to risks and uncertainties that could cause actual results, and actual events that occur, to differ materially from results contemplated by the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties outlined in greater detail in Part I, Item 1A of our 2020 Form 10-K and Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q. We undertake no obligation to revise or update publicly any forward-looking statement for any reason, except as otherwise required by law.