NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019
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1.
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BACKGROUND AND BASIS OF PRESENTATION
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InterDigital designs and develops advanced technologies that enable and enhance wireless communications and capabilities. Since our founding in 1972, our engineers have designed and developed a wide range of innovations that are used in digital cellular and wireless products and networks, including 2G, 3G, 4G and IEEE 802-related products and networks, as well as video processing, coding and display technology. We are a leading contributor of innovation to the wireless communications industry, as well as a leading holder of patents in the video industry.
Principles of Consolidation
The accompanying consolidated financial statements include all of our accounts and all entities in which we have a controlling interest and/or are required to be consolidated in accordance with the Generally Accepted Accounting Principles in the United States (“GAAP”). All significant intercompany accounts and transactions have been eliminated in consolidation.
In determining whether we are the primary beneficiary of a variable interest entity and therefore required to consolidate, we apply a qualitative approach that determines whether we have both the power to direct the economically significant activities of the entity and the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. These considerations impact the way we account for our existing collaborative relationships and other arrangements. We continuously assess whether we are the primary beneficiary of a variable interest entity as changes to existing relationships or future transactions may result in us consolidating or deconsolidating our partner(s) to collaborations and other arrangements.
Use of Estimates
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, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. If different assumptions were made or different conditions had existed, our financial results could have been materially different.
Reclassifications
Certain reclassifications have been made to prior year amounts to conform to the current year presentation.
Prior Periods Financial Statement Revision
In connection with the preparation of the condensed consolidated financial statements for first quarter 2019, it was identified that we incorrectly attributed tax benefit to the net loss attributable to noncontrolling interest in our presentation of noncontrolling interest.
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 noncontrolling interest for all prior periods presented in this Form 10-K by revising the 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 21, "Revision to Noncontrolling Interest" for additional information on the revision.
Supplemental Cash Flow Information
The following table presents additional supplemental cash flow information for the year ended December 31, 2019, 2018 and 2017 (in thousands):
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FOR THE YEAR ENDED DECEMBER 31,
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SUPPLEMENTAL CASH FLOW INFORMATION:
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2019
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2018
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2017
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Interest paid
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$
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7,886
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$
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4,740
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$
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4,740
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Income taxes paid, including foreign withholding taxes
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24,229
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33,904
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66,793
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Non-cash investing and financing activities:
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Dividend payable
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10,746
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11,627
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12,156
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Increases in noncontrolling interests
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13,750
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—
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—
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Non-cash acquisition of patents
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22,500
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—
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32,500
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Accrued capitalized patent costs and property and equipment
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1,619
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(2,789
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1
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2.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING GUIDANCE
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Foreign Currency Translation
The functional currency of substantially all of the Company's wholly-owned subsidiaries is the U.S. dollar. Certain subsidiaries have monetary assets and liabilities that are denominated in a currency that is different than the functional currency. The gains and losses resulting from this remeasurement and translation of monetary assets denominated in a currency that is different than the functional currency are reflected in the determination of net income (loss).
Cash, Cash Equivalents, Restricted Cash and Marketable Securities
We classify all highly liquid investment securities with original maturities of three months or less at date of purchase as cash equivalents. Cash that is held for a specific purpose and therefore not available to the Company for immediate or general business use is classified as restricted cash. Our investments are comprised of mutual and exchange traded funds, commercial paper, United States and municipal government obligations and corporate securities. Management determines the appropriate classification of our investments at the time of acquisition and re-evaluates such determination at each balance sheet date.
As of December 31, 2019 and 2018, the majority of our marketable securities have been classified as available-for-sale and are carried at fair value, with unrealized gains and losses reported net-of-tax as a separate component of shareholders’ equity. Substantially all of our investments are investment grade government and corporate debt securities that have maturities of less than 2 years, and we have both the ability and intent to hold the investments until maturity.
Other-than-Temporary Impairments
We review our investment portfolio during each reporting period to determine whether there are identified events or circumstances that would indicate there is a decline in the fair value that is considered to be other-than-temporary. For non-public investments, if there are no identified events or circumstances that would have a significant adverse effect on the fair value of the investment, then the fair value is not estimated. If an investment is deemed to have experienced an other-than-temporary decline below its cost basis, we reduce the carrying amount of the investment to its quoted or estimated fair value, as applicable, and establish a new cost basis for the investment. We charge the impairment to the "Other Income (Expense), Net" line of our consolidated statements of income.
Intangible Assets
Patents
We capitalize external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized patent costs for internally generated patents on a straight-line basis over 10 years, which represents the estimated useful lives of the patents. The ten-year estimated useful life for internally generated patents is based on our assessment of such factors as: the integrated nature of the portfolios being licensed, the overall makeup of the portfolio over time, and the length of license agreements for such patents. The estimated useful lives of acquired patents and patent rights, however, have been and will continue to be based on a separate analysis related to each acquisition and may differ from the estimated useful lives of internally generated patents. The average estimated useful life of acquired patents is 9.6 years. We assess the potential impairment to all capitalized net patent costs when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be recoverable.
Goodwill
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. We review impairment of goodwill annually on the first day of the fourth quarter. We first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether a quantitative goodwill impairment test is necessary. If we conclude it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, we need not perform the quantitative assessment.
If based on the qualitative assessment we believe it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment test is required to be performed. This assessment requires us to compare the fair value of each reporting unit to its carrying value including allocated goodwill. We determine the fair value of our reporting units generally using a combination of the income and market approaches. The income approach is estimated through the discounted cash flow method based on assumptions about future conditions such as future revenue growth rates, new product and technology introductions, gross margins, operating expenses, discount rates, future economic and market conditions, and other assumptions. The market approach estimates the fair value of our equity by utilizing the market comparable method which is based on revenue multiples from comparable companies in similar lines of business. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, a goodwill impairment charge will be recorded for the difference up to the carrying value of goodwill.
The Company acquired goodwill from our acquisition of the patent licensing business of Technicolor (the "Technicolor Patent Acquisition") in 2018 and from our acquisition of Hillcrest Laboratories, Inc. (the "Hillcrest product business") in 2016. Refer to Note 5, "Business Combinations and Other Transactions," for more information regarding these transactions.
The carrying value of goodwill as of December 31, 2019 and 2018 was $22.4 million, respectively, which was included within "Other Non-Current Assets" in the consolidated balance sheets. No impairments were recorded during 2019, 2018 or 2017 as a result of our annual goodwill impairment assessment.
Other Intangible Assets
We capitalize the cost of technology solutions and platforms we acquire or license from third parties when they have a future benefit and the development of these solutions and platforms is substantially complete at the time they are acquired or licensed.
Intangible assets consist of acquired patents, existing technology, and trade names. Refer to the above Patents section for more information on acquired patents and existing technology. Our intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 9 to 10 years. We make judgments about the recoverability of purchased finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, we would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life.
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization of property and equipment are provided using the straight-line method. The estimated useful lives for computer equipment, computer software, engineering and test equipment and furniture and fixtures are generally three to five years. Leasehold improvements are amortized over the lesser of their estimated useful lives or their respective lease terms, which are generally five to ten years. Buildings are being depreciated over twenty-five years. Expenditures for major improvements and betterments are capitalized, while minor repairs and maintenance are charged to expense as incurred. Upon the retirement or disposition of property, plant and equipment, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded.
Leases
In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, "Leases (Topic 842)" or ("ASC 842"), which outlines a comprehensive change to the lease accounting model and supersedes prior lease guidance. The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months, and also changes the definition of a lease and expands the disclosure requirements of lease arrangements.
The Company adopted this guidance on January 1, 2019 using the modified retrospective transition effective date method. As part of that adoption, we have elected the package of three practical expedients, which includes the following: an entity may elect not to reassess whether expired or existing contracts contain a lease under the revised definition of a lease; an entity may elect not to reassess the lease classification for expired or existing leases; and an entity may elect not to reassess whether previously capitalized initial direct costs would qualify for capitalization. The Company has elected not to utilize the hindsight expedient in determining the lease term, and to not record leases with an initial term of 12 months or less on our balance sheet. Additionally, the Company has elected to account for lease components and non-lease components as a single lease component for all asset classes. Lease expense is recognized over the expected term on a straight-line basis.
Internal-Use Software Costs
We capitalize costs associated with software developed for internal use that are incurred during the software development stage. Such costs are limited to expenses incurred after management authorizes and commits to a computer software project, believes that it is more likely than not that the project will be completed, the software will be used to perform the intended function with an estimated service life of two years or more, and the completion of conceptual formulation, design and testing of possible software project alternatives (the preliminary design stage). Costs incurred after final acceptance testing has been successfully completed are expensed. Capitalized computer software costs are amortized over their estimated useful life of three years.
All computer software costs capitalized to date relate to the purchase, development and implementation of engineering, accounting and other enterprise software.
Impairment of Long-Lived Assets
We evaluate long-lived assets for impairment when factors indicate that the carrying value of an asset may not be recoverable. When factors indicate that such assets should be evaluated for possible impairment, we review whether we will be able to realize our long-lived assets by analyzing the projected undiscounted cash flows in measuring whether the asset is recoverable. We did not have any long-lived asset impairments in 2019, 2018 or 2017.
Investments in Other Entities
We may make strategic investments in companies that have developed or are developing technologies that are complementary to our business. We made an accounting policy election for a measurement alternative for our equity investments that do not have readily determinable fair values, specifically related to our strategic investments in other entities. Under the alternative, our strategic investments in other entities without readily determinable fair values are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer, if any. On a quarterly basis, we monitor items such as our investment’s financial position and liquidity, performance targets, business plans, and cost trends to assess whether there are any triggering events or indicators present that would be indicative of an impairment, or any other observable price changes as indicated above. We do not adjust our investment balance when the investee reports profit or loss.
Additionally, other investments may be accounted for under the equity method of accounting. Under this method, we initially record our investment in the stock of an investee at cost, and adjust the carrying amount of the investment to recognize our share of the earnings or losses of the investee after the date of acquisition. The amount of the adjustment is included in the
determination of net income, and such amount reflects adjustments similar to those made in preparing consolidated statements including adjustments to eliminate intercompany gains and losses, and to amortize, if appropriate, any difference between our cost and underlying equity in net assets of the investee at the date of investment. The investment is also adjusted to reflect our share of changes in the investee’s capital. Dividends received from an investee reduce the carrying amount of the investment. When there are a series of operating losses by the investee or when other factors indicate that a decrease in value of the investment has occurred which is other than temporary, we recognize an impairment equal to the difference between the fair value and the carrying amount of our investment.
The carrying value of our investments in other entities are included within "Other Non-Current Assets" on our consolidated balance sheets. During 2019, 2018 and 2017, we made investments in other entities of 0.4 million, 6.7 million and 4.6 million, respectively. The carrying value of our investments in other entities as of December 31, 2019 and 2018 was $14.2 million and $17.4 million, respectively, the majority of which are accounted for under the measurement alternative for equity investments described above.
Revenue Recognition
Refer to Note 3, "Revenue Recognition," for further information regarding our adoption of ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)", which we refer to as ASC 606, effective January 1, 2018. The discussion that follows below is a description of our revenue recognition practices which were in effect beginning January 1, 2018 under ASC 606.
We derive the vast majority of our revenue from patent licensing. The timing and amount of revenue recognized from each licensee depends upon a variety of factors, including the specific terms of each agreement and the nature of the deliverables and obligations. Such agreements are often complex and include multiple performance obligations. These agreements can include, without limitation, performance obligations related to the settlement of past patent infringement liabilities, patent and/or know-how licensing royalties on covered products sold by licensees, access to a portfolio of technology as it exists at a point in time, and access to a portfolio of technology at a point in time along with a promises to provide any technology updates to the portfolio during the term.
In accordance with US GAAP, we use a five-step model to achieve the core underlying principle that an entity should recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. These steps include (1) identifying the contract with the customer, (2) identifying the performance obligations, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations, and (5) recognizing revenue as the entity satisfies the performance obligation(s). Additionally, we have elected to utilize certain practical expedients in the application of ASC 606. In evaluating the presence of a significant financing component in our agreements, we utilize the practical expedient to exclude any contracts wherein the gap between payment by our customers and the delivery of our performance obligation is less than one year. We have also elected to utilize the practical expedient related to costs of obtaining a contract where an entity may recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. Timing of revenue recognition may differ significantly from the timing of invoicing to customers. Contract assets are included in accounts receivable and represent unbilled amounts expected to be received from customers in future periods, where the revenue recognized to date exceeds the amount billed, and right to payment is subject to the underlying contractual terms. Contract assets are classified as long-term assets if the payments are expected to be received more than one year from the reporting date. Contract assets due within less than twelve months of the balance sheet date are included within accounts receivable in our consolidated balance sheets. Contract assets due more than twelve months after the balance sheet date are included within other non-current assets.
Patent License Agreements
Upon signing a patent license agreement, we provide the licensee permission to use our patented inventions in specific applications. We account for patent license agreements in accordance with the guidance indicated above. Certain patent license agreements contain revenue from non-financial sources in the form of patents received from the customer. Under our patent license agreements, we typically receive one or a combination of the following forms of payment as consideration for permitting our licensees to use our patented inventions in their applications and products:
Consideration for Past Patent Royalties
Consideration related to a licensee’s product sales from prior periods may result from a negotiated agreement with a licensee that utilized our patented inventions prior to signing a patent license agreement with us or from the resolution of a disagreement or arbitration with a licensee over the specific terms of an existing license agreement. We may also receive consideration for past patent royalties in connection with the settlement of patent litigation where there was no prior patent license agreement. In each of these cases, we record the consideration as revenue as prescribed by the five-step model.
Fixed-Fee Agreements
Fixed-fee license agreements include fixed, non-refundable royalty payments that fulfill the licensee’s obligations to us under a patent license agreement for a specified time period or for the term of the agreement for specified products, under certain patents or patent claims, for sales in certain countries, or a combination thereof - in each case for a specified time period (including for the life of the patents licensed under the agreement).
Dynamic fixed-fee license agreements contain a single performance obligation that represents ongoing access to a portfolio of technology over the license term, since our promise to transfer to the licensee access to the portfolio as it exists at inception of the license, along with promises to provide any technology updates to the portfolio during the term, are not separately identifiable. Upon entering a new agreement, we allocate the transaction price to the performance obligations delivered at signing (e.g. our existing patent portfolio) and future performance obligations (e.g. the technology updates). We use a time-based input method of progress to determine the timing of revenue recognition, and as such we recognize the future deliverables on a straight-line basis over the term of the agreement. We utilize the straight-line method as we believe that it best depicts efforts expended to develop and transfer updates to the customer evenly throughout the term of the agreement.
Static fixed-fee license agreements are fixed-price contracts that generally do not include updates to technology we create after the inception of the license agreement or in which the customer does not stand to substantively benefit from those updates during the term. Although we have few static fixed-fee license agreements, we generally satisfy our performance obligations under such agreements at contract signing, and as such revenue is recognized at that time.
Variable Agreements
Upon entering a new variable patent license agreement, the licensee typically agrees to pay royalties or license fees on licensed products sold during the term of the agreement. We utilize the sales- or usage- based royalty exception for these agreements and recognize revenues during the contract term when the underlying sale or usage occurs. Our licensees under variable agreements provide us with quarterly royalty reports that summarize their sales of covered products and their related royalty obligations to us. We typically receive these royalty reports subsequent to the period in which our licensees’ underlying sales occurred. As a result, we are required to estimate revenues, subject to the constraint on our ability to estimate such amounts.
Technology Solutions
Technology solutions revenue consists of revenue from royalty payments, software licenses, engineering services and product sales. The nature of these contracts and timing of payments vary. We recognize revenue from royalty payments and license agreements using the same methods described above under our policy for recognizing revenue from patent license agreements. We recognize revenue from engineering services using percentage of completion method.
Patent Sales
Our business strategy of monetizing our intellectual property includes the sale of select patent assets. As patent sales executed under this strategy represent a component of our ongoing major or central operations and activities, we will record the related proceeds as revenue. We will recognize the revenue in accordance with the five-step model, generally upon closing of the patent sale transaction.
Collaborative Arrangements
We record the elements of our collaboration agreements that represent joint operating activities in accordance with ASC 808, Collaborative Arrangements (“ASC 808”). Accordingly, the elements of our collaboration agreements that represent activities in which both parties are active participants, and to which both parties are exposed to the significant risks and rewards that are dependent on the commercial success of the activities, are recorded as collaborative arrangements. Generally, the classification of a transaction under a collaborative arrangement is determined based on the nature and contractual terms of the arrangement along with the nature of the operations of the participants. For transactions that are deemed to be a collaborative arrangement under ASC 808, costs incurred and revenues generated on sales to third parties will be reported in our consolidated statement of operations on a gross basis if the Company is deemed to be the principal in the transaction, or on a net basis if the Company is instead deemed to be the agent in the transaction, consistent with the guidance in ASC 606-10-55-36, Revenue From Contracts with Customers - Principal Agent Considerations.
Deferred Charges
Direct costs of obtaining a contract or fulfilling a contract in a transaction that results in the deferral of revenue may be either expensed as incurred or capitalized, depending on certain criteria. In conjunction with our adoption of ASC 606 effective January 1, 2018, we made a policy election to utilize the practical expedient related to costs of obtaining a contract where an entity may recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. If the amortization period is greater than one year, we capitalize direct costs incurred for the acquisition or fulfillment of a contract through the date of signing if they are directly related to a particular revenue arrangement and are expected to be recovered. The costs are amortized on a straight-line basis over the life of the patent license agreement.
For example, from time to time, we use sales agents to assist us in our licensing and/or patent sale activities. In such cases, we may pay a commission. The commission rate varies from agreement to agreement. Commissions are normally paid shortly after our receipt of cash payments associated with the patent license or patent sale agreements. We defer recognition of commission expense and amortize these expenses in proportion to our recognition of the related revenue. Commission expense is included within the "Patent administration and licensing" line of our consolidated statements of income and was immaterial for the years presented. There were no new direct contract costs incurred during 2019, 2018 or 2017.
Incremental direct costs incurred related to a debt financing transaction may be capitalized. In connection with our offering of the 2024 Notes and 2020 Notes, defined and discussed in detail within Note 10, "Obligations", we incurred directly related costs. The initial purchasers' transaction fees and related offering expenses were allocated to the liability and equity components of the debt in proportion to the allocation of proceeds and accounted for as debt issuance costs. The debt issuance costs allocated to the liability component of the debt were capitalized as deferred financing costs and recorded as a direct reduction of the debt. These costs are being amortized over the term of the debt using the effective interest method and are included within the "Interest expense" line of our consolidated statements of income. The costs allocated to the equity component of the debt were recorded as a reduction of the equity component of the debt. The balance of unamortized deferred financing costs as of December 31, 2019 and 2018 was $5.9 million and $1.6 million, respectively. The Company incurred $6.4 million of new debt issuance costs during 2019 in conjunction with the issuance of the 2024 Notes, noting no new debt issuance costs were incurred in 2018 or 2017. Deferred financing expense was $1.5 million, $1.4 million and $1.4 million in 2019, 2018 and 2017, respectively.
Research and Development
Research and development expenditures are expensed in the period incurred, except certain software development costs that are capitalized between the point in time that technological feasibility of the software is established and when the product is available for general release to customers. We did not have any capitalized software costs related to research and development in any period presented. Research, development and other related costs were approximately $74.9 million, $69.7 million and $75.7 million in 2019, 2018 and 2017, respectively.
Compensation Programs
We use a variety of compensation programs to attract, retain and motivate our employees, and to more closely align employee compensation with company performance. These programs include, but are not limited to, short-term incentives tied to performance goals, cash awards to inventors for filed patent applications and patent issuances, and long-term incentives in the form of stock option awards, time-based restricted stock unit (“RSU”) awards, performance-based awards and cash awards, noting equity awards are granted pursuant to the terms and conditions of our Equity Plans (as defined in Note 13, "Compensation Plans and Programs"). Our long-term incentives, including equity awards, typically include annual equity and cash award grants with three- to five-year vesting periods; as a result, in any one year, we are typically accounting for at least three active cycles.
We account for compensation costs associated with share-based compensation based on the fair value of the instruments issued. The estimated value of stock options includes assumptions around expected life, stock volatility and dividends. The expected life of our stock option awards is based on the simplified method as prescribed by Staff Accounting Bulletin Topic 14. In all periods, our policy has been to set the value of RSUs and restricted stock awards equal to the value of our underlying common stock on the date of measurement. For grants with graded vesting, we amortize the associated unrecognized compensation cost using an accelerated method. For grants that cliff vest, we amortize the associated unrecognized compensation cost on a straight-line basis over their vesting term.
In the event of canceled awards, we adjust compensation expense recognized to date as they occur. Tax windfalls and shortfalls related to the tax effects of employee share-based compensation are included in our tax provision. On the consolidated statements of cash flows, tax windfalls and shortfalls related to employee share-based compensation awards are
included within operating activities and cash paid to tax authorities for shares withheld are included within financing activities. The inclusion of windfalls and shortfalls in the tax provision could increase our earnings volatility between periods. Tax windfalls related to share-based compensation for the years ended 2019, 2018 and 2017 were $0.2 million, $1.8 million and $12.1 million, respectively.
Income Taxes
Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statement of Income in the period in which the change was enacted. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if management has determined that it is more likely than not that such assets will not be realized.
In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. We are subject to examinations by the U.S. IRS and other taxing jurisdictions on various tax matters, including challenges to various positions we assert in our filings. In the event that the IRS or another taxing jurisdiction levies an assessment in the future, it is possible the assessment could have a material adverse effect on our consolidated financial condition or results of operations.
The financial statement recognition of the benefit for a tax position is dependent upon the benefit being more likely than not to be sustainable upon audit by the applicable tax authority. If this threshold is met, the tax benefit is then measured and recognized at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. In the event that the IRS or another taxing jurisdiction levies an assessment in the future, it is possible the assessment could have a material adverse effect on our consolidated financial condition or results of operations.
New Accounting Guidance
Accounting Standards Update: Leases
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)", or ASC 842, which outlines a comprehensive change to the lease accounting model and supersedes prior lease guidance. Refer to Note 17, "Leases," for information regarding our adoption of this guidance effective January 1, 2019 and a discussion of the impact to information presented herein, as well as additional required disclosures under the new guidance.
Accounting Standards Update: Improvements to Nonemployee Share-Based Payment Accounting
In June 2018, the FASB issued ASU No. 2018-07, "Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting," which is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. The guidance is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. We adopted this guidance in first quarter 2019 and it did not have a material impact on our consolidated financial statements.
Accounting Standards Update: Financial Instruments - Credit Losses
In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses". This ASU introduces a new accounting model for recognizing credit losses on certain financial instruments and financial assets, including trade receivables, based upon an estimate of current expected credit losses, otherwise known as CECL. The new guidance requires the recognition of an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based not only on historical experience and current conditions, but also on reasonable forecasts. Additionally, ASU No. 2016-13 made several changes to the available-for-sale impairment model. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. We have concluded that this guidance will not have a material impact on our consolidated financial statements.
Accounting Standards Update: Cloud Computing Arrangements
In August 2018, the FASB issued ASU No. 2018-15 “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract”. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance is effective for fiscal years beginning after December 15, 2019, including interim
periods within those fiscal years, and early adoption is permitted. While we are still completing our accounting assessment, we do not expect this guidance to have a material impact on our consolidated financial statements.
Accounting Standards Update: Collaborative Arrangements
In November 2018, the FASB issued ASU No. 2018-18, "Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606". The amendments in this ASU provide guidance on how to assess whether certain transactions between collaborative arrangement participants should be accounted for within the revenue recognition standard. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted for entities who have previously adopted the new revenue recognition guidance. We have concluded that this guidance will not have a material impact on our consolidated financial statements.
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. The Company is currently evaluating the impact of the adoption of ASU 2019-12 on its consolidated financial statements.
3. REVENUE RECOGNITION
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASC 606") which superseded most prior revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. We adopted the requirements of the new standard as of January 1, 2018 using the modified retrospective transition method applied to those contracts that were not completed as of January 1, 2018. Accordingly, all periods prior to January 1, 2018 are presented in accordance with ASC Topic 605, "Revenue Recognition" (“ASC 605”). Periods beginning January 1, 2018 are presented in accordance with ASC 606. See Note 2 "Summary of Significant Accounting Policies and New Accounting Guidance" for our revised revenue recognition accounting policy upon adoption of the new guidance.
For accounting purposes under ASC 606, we separate our fixed-fee license agreements into two categories: (i) those agreements that provide rights, over the term of the license, to future technologies that are highly interdependent or highly interrelated to the technologies provided at the inception of the agreement (“Dynamic Fixed-Fee Agreements”) and (ii) those agreements that do not provide for rights to such future technologies (“Static Fixed-Fee Agreements”). After the fair value allocation between the past and future components of the agreement, we recognize the future components of revenue from Dynamic Fixed-Fee Agreements on a straight-line basis over the term of the related license agreement, while we recognize most or all of the revenue from Static Fixed-Fee Agreements in the quarter the license agreement is signed. We did not recognize any ongoing revenue from Static Fixed-Fee Agreements already in existence at the time the guidance was adopted. Additionally, in the event a significant financing component is determined to exist in any of our agreements, we recognize more or less revenue and corresponding interest expense or income, as appropriate.
In addition, we record per-unit royalty revenue in the same period in which the licensee’s underlying sales occur. Because we generally do not receive the per-unit licensee royalty reports for sales during a given quarter within the time frame necessary to adequately review the reports and include the actual amounts in our quarterly results for such quarter, we accrue the related revenue based on estimates of our licensees’ underlying sales, subject to certain constraints on our ability to estimate such amounts. As a result of accruing revenue for the quarter based on such estimates, adjustments are required in the following quarter to true-up revenue to the actual amounts reported by our licensees. In addition, to the extent we receive non-refundable prepayments related to per-unit license agreements that do not provide rights over the term of the license to future technologies that are highly interdependent or highly interrelated to the technologies provided at the inception of the agreement, we recognize such prepayments as revenue in the period in which all remaining revenue recognition criteria have been met.
Finally, under ASC 606, we recognize a receivable, and any related deferred tax asset for foreign withholding taxes, for payments as they become due.
Timing of revenue recognition may differ significantly from the timing of invoicing to customers. Contract assets are included in accounts receivable and represent unbilled amounts expected to be received from customers in future periods, where the revenue recognized to date exceeds the amount billed, and right to payment is subject to the underlying contractual terms. Contract assets are classified as long-term assets if the payments are expected to be received more than one year from the reporting date.
Disaggregated Revenue
The following table presents the disaggregation of our revenue for the year ended December 31, 2019 and 2018 under ASC 606. Revenue for the year ended December 31, 2017 is presented in accordance with ASC 605. Amounts are in thousands.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
Variable patent royalty revenue
|
$
|
30,428
|
|
|
$
|
36,384
|
|
|
$
|
47,840
|
|
Fixed-fee royalty revenue
|
257,221
|
|
|
239,347
|
|
|
301,628
|
|
Current patent royalties a
|
287,649
|
|
|
275,731
|
|
|
349,468
|
|
Non-current patent royalties b
|
19,782
|
|
|
26,329
|
|
|
162,890
|
|
Total patent royalties
|
307,431
|
|
|
302,060
|
|
|
512,358
|
|
Current technology solutions revenue a
|
10,518
|
|
|
4,594
|
|
|
20,580
|
|
Patent sales
|
975
|
|
|
750
|
|
|
—
|
|
Total revenue
|
$
|
318,924
|
|
|
$
|
307,404
|
|
|
$
|
532,938
|
|
a. Recurring revenues consist of current patent royalties, inclusive of Dynamic Fixed-Fee Agreement royalties, and current technology solutions
revenue.
|
|
b.
|
Non-current patent royalties for the year ended December 31, 2019 and 2018 consist of past patent royalties and royalties from static agreements. For the year ended December 31, 2017, non-current patent royalties consist of past patent royalties.
|
During the year ended December 31, 2019, we recognized $214.0 million of revenue that had been included in deferred revenue as of the beginning of the period. As of December 31, 2019, we had contract assets of $16.2 million and $10.2 million included within "Accounts receivable" and "Other non-current assets" in the consolidated balance sheet, respectively. As of December 31, 2018, we had contract assets of $19.7 million and $5.5 million included within "Accounts receivable" and "Other non-current assets" in the consolidated balance sheet, respectively.
Impact of Adoption of ASC 606
In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our current period consolidated income statement and balance sheet is presented below. We believe this additional information is vital to allow readers of our financial statements to compare financial results from the preceding financial years given the absence of restatement of the prior period. The adoption of ASC 606 did not affect our reported total amounts of cash flows from operating, investing and financing activities. Amounts contained in the tables below are in thousands, except per share data.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
|
As Reported ASC 606
|
|
As Reported ASC 606
|
|
Adjustment
|
|
ASC 605
|
|
As Reported ASC 605
|
REVENUES:
|
|
|
|
|
|
|
|
|
|
Variable patent royalty revenue
|
$
|
30,428
|
|
|
$
|
36,384
|
|
|
$
|
461
|
|
|
$
|
36,845
|
|
|
$
|
47,840
|
|
Fixed-fee royalty revenue
|
257,221
|
|
|
239,347
|
|
|
79,341
|
|
|
318,688
|
|
|
301,628
|
|
Current patent royalties
|
287,649
|
|
|
275,731
|
|
|
79,802
|
|
|
355,533
|
|
|
349,468
|
|
Non-current patent royalties
|
19,782
|
|
|
26,329
|
|
|
(10,000
|
)
|
|
16,329
|
|
|
162,890
|
|
Total patent royalties
|
307,431
|
|
|
302,060
|
|
|
69,802
|
|
|
371,862
|
|
|
512,358
|
|
Patent sales
|
975
|
|
|
750
|
|
|
—
|
|
|
750
|
|
|
—
|
|
Current technology solutions revenue
|
10,518
|
|
|
4,594
|
|
|
4,907
|
|
|
9,501
|
|
|
20,580
|
|
|
$
|
318,924
|
|
|
$
|
307,404
|
|
|
$
|
74,709
|
|
|
$
|
382,113
|
|
|
$
|
532,938
|
|
OPERATING EXPENSES:
|
281,089
|
|
|
244,809
|
|
|
—
|
|
|
244,809
|
|
|
231,443
|
|
Income from operations
|
37,835
|
|
|
62,595
|
|
|
74,709
|
|
|
137,304
|
|
|
301,495
|
|
Interest expense
|
(40,955
|
)
|
|
(35,956
|
)
|
|
16,655
|
|
|
(19,301
|
)
|
|
(17,845
|
)
|
OTHER INCOME (EXPENSE), NET
|
29,062
|
|
|
5,419
|
|
|
—
|
|
|
5,419
|
|
|
8,740
|
|
Income before income taxes
|
25,942
|
|
|
32,058
|
|
|
91,364
|
|
|
123,422
|
|
|
292,390
|
|
INCOME TAX BENEFIT (PROVISION)
|
(10,991
|
)
|
|
27,417
|
|
|
(6,686
|
)
|
|
20,731
|
|
|
(121,676
|
)
|
NET INCOME
|
$
|
14,951
|
|
|
$
|
59,475
|
|
|
$
|
84,678
|
|
|
$
|
144,153
|
|
|
$
|
170,714
|
|
Net loss attributable to noncontrolling interest
|
(5,977
|
)
|
|
(5,556
|
)
|
|
—
|
|
|
(5,556
|
)
|
|
(5,506
|
)
|
NET INCOME ATTRIBUTABLE TO INTERDIGITAL, INC.
|
$
|
20,928
|
|
|
$
|
65,031
|
|
|
$
|
84,678
|
|
|
$
|
149,709
|
|
|
$
|
176,220
|
|
NET INCOME PER COMMON SHARE — BASIC
|
$
|
0.66
|
|
|
$
|
1.89
|
|
|
$
|
2.45
|
|
|
$
|
4.34
|
|
|
$
|
5.09
|
|
NET INCOME PER COMMON SHARE — DILUTED
|
$
|
0.66
|
|
|
$
|
1.84
|
|
|
$
|
2.40
|
|
|
$
|
4.24
|
|
|
$
|
4.93
|
|
Contracted Revenue
Based on contracts signed and committed Dynamic Fixed-Fee Agreement payments as of December 31, 2019, we expect to recognize the following amounts of revenue over the term of such contracts (in thousands):
|
|
|
|
|
|
Revenue
|
2020
|
$
|
260,813
|
|
2021
|
191,146
|
|
2022
|
86,728
|
|
2023
|
—
|
|
2024
|
—
|
|
Thereafter
|
—
|
|
|
$
|
538,687
|
|
4. GEOGRAPHIC / CUSTOMER CONCENTRATION
We have one reportable segment. During 2019, 2018 and 2017, the majority of our revenue was derived from a limited number of licensees based outside of the United States, primarily in Asia. Substantially all of these revenues were paid in U.S. dollars and were not subject to any substantial foreign exchange transaction risk. The table below lists the countries of the headquarters of our licensees and customers and the total revenue derived from each country or region for the periods indicated (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
United States
|
$
|
139,162
|
|
|
$
|
119,159
|
|
|
$
|
194,184
|
|
South Korea
|
113,189
|
|
|
112,291
|
|
|
113,059
|
|
Japan
|
35,614
|
|
|
29,525
|
|
|
25,210
|
|
China
|
11,103
|
|
|
309
|
|
|
77,087
|
|
Sweden
|
6,934
|
|
|
6,933
|
|
|
6,935
|
|
France
|
5,895
|
|
|
277
|
|
|
—
|
|
Other Europe
|
5,810
|
|
|
5,116
|
|
|
6,305
|
|
Taiwan
|
938
|
|
|
23,326
|
|
|
36,051
|
|
Other Asia
|
279
|
|
|
468
|
|
|
—
|
|
Finland
|
—
|
|
|
10,000
|
|
|
—
|
|
Canada
|
—
|
|
|
—
|
|
|
74,107
|
|
Total
|
$
|
318,924
|
|
|
$
|
307,404
|
|
|
$
|
532,938
|
|
During 2019, 2018 and 2017, the following licensees or customers accounted for 10% or more of total revenues:
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Apple
|
35
|
%
|
|
36
|
%
|
|
21
|
%
|
Samsung
|
25
|
%
|
|
25
|
%
|
|
13
|
%
|
LG
|
10
|
%
|
|
10
|
%
|
|
< 10%
|
|
Blackberry (a)
|
—
|
%
|
|
—
|
%
|
|
13
|
%
|
Huawei (b)
|
—
|
%
|
|
—
|
%
|
|
14
|
%
|
(a) 2017 revenue include $70.7 million of non-current patent royalties.
(b) 2017 revenue include $8.4 million of non-current patent royalties.
As of December 31, 2019, 2018 and 2017, we held $446.6 million, $464.6 million and $336.1 million, respectively, of our property, equipment and patents, net of accumulated depreciation and amortization, of which greater than 97% of the total was within the United States in each of the years presented. As of December 31, 2019, we held $1.7 million of property and equipment, net of accumulated depreciation, collectively, in Canada, Europe and Asia.
|
|
5.
|
BUSINESS COMBINATIONS AND OTHER TRANSACTIONS
|
Acquisition of Technicolor's Patent Licensing Business
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, which we refer to as the Technicolor Patent Acquisition. The Technicolor Patent Acquisition included the acquisition by InterDigital of approximately 18,000 patents and applications, across a broad range of technologies, including approximately 3,000 worldwide video coding patents and applications. The acquisition of Technicolor’s portfolio greatly expanded InterDigital’s technology footprint in the mobile industry, and opens new markets in consumer home electronics, display technology and video. Under the terms of the original agreement, the portfolio was to be supplemented by a jointly funded R&D collaboration. This jointly funded R&D collaboration was terminated in conjunction with the acquisition of Technicolor's Research & Innovation unit (the "R&I Acquisition"), which is discussed below. Members of Technicolor’s licensing, legal and other support teams in offices in Rennes and Paris, France; Princeton, New Jersey, USA; and other locations joined InterDigital’s team of more than 300 R&D and other staff in locations around the world. In addition, we have assumed Technicolor’s rights and obligations under a joint licensing program with Sony Corporation (“Sony”) relating to digital televisions and standalone computer display monitors (the “Madison Arrangement”), including Technicolor's role as sole licensing agent for the Madison Arrangement. We account for our assumption of Technicolor’s rights and obligations under the Madison Arrangement as a collaborative arrangement. As part of this transaction, we also granted back to Technicolor a perpetual license for patents acquired in the transaction.
The Technicolor Patent Acquisition met the definition of a business combination and, as such, was accounted for using the acquisition method of accounting. Under the terms of the agreement, in third quarter 2018, we paid Technicolor $158.9 million in cash, inclusive of $15.9 million of cash acquired, yielding net cash consideration of $143.0 million. We funded this
payment with cash on hand. Under the terms of the original agreement, Technicolor was to receive 42.5% of all of InterDigital's future cash receipts (net of estimated operating expenses) from InterDigital’s new licensing efforts in the consumer electronics field; there was no revenue sharing associated with InterDigital’s mobile industry licensing efforts. As such, we accounted for the portion of the future cash receipts owed to Technicolor relating to patents existing as of the date of the acquisition as a contingent consideration liability, which was valued at $18.6 million as of the acquisition date. This revenue-sharing arrangement and associated contingent consideration liability were modified in conjunction with the R&I Acquisition, which closed during second quarter 2019. Refer to the discussion below. Additionally, as of the acquisition date, we estimated we would receive payments totaling 20.2 million relating to the transaction from Technicolor.
We allocated the fair value of consideration transferred to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. We recorded the excess of the fair value of consideration transferred over the net values of these assets and liabilities as goodwill. We estimated the fair value of the intangible assets in this transaction through a combination of a discounted cash flow analysis (the income approach) and an analysis of comparable market transactions (the market approach). For the income approach, we based the inputs and assumptions used to develop these estimates on a market participant perspective and included estimates of projected revenues, discount rates, economic lives and income tax rates, among others, and all of these estimates require significant management judgment. For the market approach, we applied judgment to identify the most comparable market transactions to this transaction. Refer to Note 7 for discussion regarding the valuation methodologies used for the contingent consideration liability.
The following table summarizes the fair value of consideration transferred and our allocation of that consideration based on the fair values of the assets acquired and liabilities assumed as of the date of acquisition (in thousands):
|
|
|
|
|
|
|
|
As of
July 30, 2018
|
|
Cash
|
$
|
158,898
|
|
|
Contingent consideration liability
|
|
18,616
|
|
|
|
$
|
177,514
|
|
`
|
Less: Transaction-related receivable
|
|
(20,200
|
)
|
|
Net fair value of consideration transferred
|
$
|
157,314
|
|
|
|
|
|
|
Allocation:
|
|
|
Estimated useful life (Years)
|
Net tangible assets and liabilities:
|
|
|
|
Restricted cash
|
$
|
15,913
|
|
|
Other current assets
|
|
5,600
|
|
|
Other non-current assets
|
|
3,116
|
|
|
Current liabilities
|
|
(6,219
|
)
|
|
Long-term debt
|
|
(17,717
|
)
|
|
Other long-term liabilities
|
|
(3,767
|
)
|
|
Total net tangible assets and liabilities
|
$
|
(3,074
|
)
|
|
|
|
|
|
Identified intangible assets:
|
|
|
|
Patents
|
$
|
154,000
|
|
9 - 10
|
Goodwill(1)
|
|
6,388
|
|
|
Total identified intangible assets
|
$
|
160,388
|
|
|
|
|
|
|
Total fair value of consideration transferred
|
$
|
157,314
|
|
|
(1) Goodwill consists of expected synergies resulting from the combination of our and Technicolor’s patent licensing businesses in the increasingly complementary areas of mobile and video technology. We expect almost all of the goodwill resulting from the Technicolor Patent Acquisition will be deductible for income tax purposes.
The amount of revenue and earnings that would have been included in the Company’s consolidated statements of income for the years ended December 31, 2018 and 2017 had the acquisition date been January 1, 2017 are reflected in the
table below. These amounts have been calculated after applying the Company's accounting policies and adjusting the results to reflect additional interest expense as well as amortization that would have been charged assuming the fair value adjustments to amortizable intangible assets had been recorded as of January 1, 2017. In addition, pro forma adjustments have been made to reflect the impact of the transaction-related costs discussed below. These unaudited pro forma combined results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the date indicated, or that may result in the future. The amounts in the table are unaudited (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
For the Year Ended
|
|
December 31,
|
|
2018
|
2017
|
|
(Unaudited)
|
Actual revenue
|
$
|
307,404
|
|
$
|
532,938
|
|
Supplemental pro forma revenue
|
$
|
314,096
|
|
$
|
541,921
|
|
Actual earnings
|
$
|
65,031
|
|
$
|
176,220
|
|
Supplemental pro forma earnings
|
$
|
52,754
|
|
$
|
107,531
|
|
Actual diluted earnings per share
|
$
|
1.84
|
|
$
|
4.93
|
|
Supplemental pro forma diluted earnings per share
|
$
|
1.49
|
|
$
|
3.01
|
|
Acquisition of Technicolor's Research & Innovation Unit
On May 31, 2019, we completed the acquisition of the Research & Innovation unit of Technicolor SA, which we refer to as the R&I Acquisition. The R&I Acquisition expanded the Company’s research capabilities in video coding, Internet of Things (IoT) and smart home, imaging sciences, augmented reality and virtual reality, and artificial intelligence and machine learning technologies. The Technicolor R&I unit was the driving creative force behind the patent portfolio that was acquired in the Technicolor Patent Acquisition discussed above.
The R&I Acquisition unit met the definition of an asset acquisition and was accounted for using the cost accumulation and allocation model. There was no cash consideration for the R&I Acquisition. As consideration for the R&I Acquisition, the jointly funded R&D collaboration that was entered into as part of the Technicolor Patent Acquisition was terminated. Technicolor will continue to fund research to be performed by the R&I unit for certain limited projects for a specified time period, subject to renewal. The Company also assumed certain employee-related liabilities, including obligations for certain defined benefit post-retirement plans for the acquired R&I unit employees, which are further discussed below. Additionally, Technicolor agreed to reduce its rights under the revenue-sharing arrangement entered into as part of the Technicolor Patent Acquisition, as further discussed below.
The R&I Acquisition resulted in a net gain of approximately $14.2 million, inclusive of the $20.5 million gain from the derecognition of the contingent consideration liability described below, all of which is included within “Other Income (Expense), Net” in the consolidated statement of income for the year ended December 31, 2019.
Contingent Consideration
As discussed above, in conjunction with the initial Technicolor Patent Acquisition, Technicolor was to receive 42.5% of all of InterDigital's future cash receipts (net of estimated operating expenses) from InterDigital's new licensing efforts in the consumer electronics field; there was no revenue sharing associated with InterDigital’s mobile industry licensing efforts. The portion of the future cash receipts relating to patents existing as of the date of the acquisition was originally accounted for as a contingent consideration liability in accordance with ASC 805-30-25, Business Combinations - Contingent Consideration. There are no minimum or maximum payments under the revenue sharing arrangement, and, except in certain circumstances, the arrangement continues through December 31, 2038.
The estimated acquisition date fair value of the contingent consideration liability of $18.6 million was determined utilizing a Monte Carlo simulation model. This initial fair value measurement was based on the perspective of a market participant and included significant unobservable inputs that are classified as Level 3 inputs within the fair value hierarchy and are discussed further within Note 7.
As a result of the R&I Acquisition in second quarter 2019, under the amended revenue-sharing arrangement described above, Technicolor will now receive 42.5% of future cash receipts from new licensing efforts from the Madison Arrangement only, subject to certain conditions and hurdles, but will no longer receive revenue-sharing from other licensing efforts in the consumer electronics field outside of the Madison Arrangement. We determined that the initial contingent consideration liability from the Technicolor Patent Acquisition was significantly modified in conjunction with the R&I Acquisition, and, as
such, the contingent consideration liability will now be accounted for under ASC 450 - Contingencies under the asset acquisition framework when the liability is deemed probable and estimable. Since the contingent consideration liability arising from the amended revenue-sharing arrangement was not probable and estimable as of the R&I Acquisition date, the carrying value of the previous contingent consideration liability was derecognized, which resulted in a $20.5 million gain during the year ended December 31, 2019 and is included within "Other Income (Expense), Net" in the consolidated statement of income for the period. As of December 31, 2019, the contingent consideration liability from the amended revenue-sharing arrangement was deemed not probable and estimable and is therefore not reflected within the consolidated financial statements.
Defined Benefit Plans
In connection with the Technicolor Patent Acquisition and the R&I Acquisition, we assumed certain defined benefit plans which are accounted for in accordance with ASC 715 - Compensation - Retirement Benefits. These plans include a retirement lump sum indemnity plan and jubilee plan, both of which provide benefit payments to employees based upon years of service and compensation levels.
As of December 31, 2019, the combined accumulated projected benefit obligation related to these plans totaled $6.2 million. Service cost and interest cost for the combined plans totaled less than $0.1 million for the year ended December 31, 2019. The weighted average discount rate and assumed salary increase rate for these plans were 0.7% and 3.0%, respectively. These plans are not required to be funded and were not funded as of December 31, 2019. Expected future benefit payments under these plans as of December 31, 2019 were as follows (in thousands):
|
|
|
|
|
2020
|
$
|
94
|
|
2021
|
177
|
|
2022
|
239
|
|
2023
|
568
|
|
2024
|
248
|
|
2025 - 2029
|
1,935
|
|
Madison Arrangement
As discussed above, in conjunction with the Technicolor Patent Acquisition, effective July 30, 2018, we assumed Technicolor’s rights and obligations under the Madison Arrangement, which commenced in 2015. The Madison Arrangement falls under the scope of ASC 808, Collaborative Arrangements.
Under the Madison Arrangement, Technicolor and Sony combined portions of their respective digital TV (“DTV”) and computer display monitor (“CDM”) patent portfolios and created a combined licensing opportunity to DTV and CDM manufacturers. Per an Agency and Management Services Agreement (“AMSA”) entered into upon the creation of the Madison Arrangement, Technicolor was initially appointed as sole licensing agent of the arrangement, and InterDigital has now assumed that role. As licensing agent, we are responsible for making decisions regarding the prosecution and maintenance of the combined patent portfolio and the licensing and enforcement of the combined patent portfolio in the field of use of DTVs and CDMs on an exclusive basis during the term of the AMSA in exchange for an agent fee.
We were deemed to be the principal in this collaborative arrangement under ASC 808, and, as such, in accordance with ASC 606-10-55-36, Revenue From Contracts with Customers - Principal Agent Considerations, we record revenues generated on sales to third parties and costs incurred on a gross basis in the consolidated statements of income. Therefore, we recognize all royalties from customers as revenue and payments to Sony for its royalty share as operating expenses within the consolidated statements of income. Cost reimbursements for expenses incurred resulting from fulfilling the duties of the licensing agent are recorded as contra expenses. During the year ended December 31, 2019, gross revenues recorded related to the Madison Arrangement were $13.5 million and are reflected within "Patent licensing royalties" in the consolidated statement of income. Net operating expenses related to the Madison Arrangement during the year ended December 31, 2019 were approximately $12.0 million, including $6.3 million related to revenue sharing, and are reflected primarily within "Patent administration and licensing" expenses in the consolidated statement of income.
Long-term debt
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 met 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 consolidated balance sheet. This initial fair value measurement was based on the perspective of a market participant and includes 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 December 31, 2019 is disclosed within Note 7. 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 shall be 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 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 year ended December 31, 2019 and 2018, we recognized $2.7 million and $0.7 million of interest expense related to this debt which is included within “Interest expense” in the 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.
Restricted cash
Under the Madison Arrangement, the parties reserve cash in bank accounts to fund our activities to manage the portfolios. These accounts are custodial accounts for which the funds are restricted for this purpose. As of December 31, 2019 and 2018, the Company had $9.5 million and $13.7 million of restricted cash included within the consolidated balance sheet attributable to the Madison Arrangement. Refer to Note 6 for a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets.
Commitments
To receive consent from both Sony and CPPIB Credit to assume the rights and responsibilities of Technicolor under the Madison Arrangement, we committed to contributing cash to fund shortfalls in the Madison Arrangement, up to a maximum of $25.0 million, through 2020. A shortfall funding is only required in the scenario in which the restricted cash is not sufficient to fund current obligations. In the event that we fund a shortfall, any surplus cash resulting from subsequent royalty receipts would be used to repay our shortfall funding plus 25% interest in advance of distributions of royalties to either Sony or CPPIB Credit, assuming they have not participated in the funding of the shortfall. As of December 31, 2019, we have not contributed any shortfall funding.
Transaction Costs
Transaction and integration related costs related to the above transactions for the years ended December 31, 2019 and 2018 were $8.4 million and $17.8 million, respectively. The majority of these costs were recorded within “Patent administration and licensing” and “Selling, general and administrative” expenses in the consolidated statements of income.
Hillcrest Product Business
On December 20, 2016, we acquired Hillcrest Laboratories, Inc. ("Hillcrest"), a pioneer in sensor processing technology, for approximately $48.0 million in cash, net of $0.4 million cash acquired. The business combination transaction was accounted for using the acquisition method of accounting.
On July 19, 2019, we completed the sale of Hillcrest's product business to a subsidiary of CEVA, Inc. In connection with the sale, we received initial proceeds of $10.0 million, with a customary portion of the purchase price placed in escrow to secure potential indemnification claims. As part of the transaction, we retained substantially all of the Hillcrest patent assets that we acquired in 2016. As a result of this transaction, we recorded an $8.5 million gain on sale which is included within "Other Income (Expense), Net" in the consolidated statements of income for the year ended December 31, 2019.
6. CASH, CASH EQUIVALENTS, RESTRICTED CASH AND MARKETABLE SECURITIES
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash as of December 31, 2019 and 2018 consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2019
|
|
2018
|
Money market and demand accounts
|
$
|
757,098
|
|
|
$
|
488,733
|
|
Commercial paper
|
—
|
|
|
—
|
|
|
$
|
757,098
|
|
|
$
|
488,733
|
|
The following table provides a reconciliation of total cash, cash equivalents and restricted cash as of December 31, 2019 and 2018 within the consolidated balance sheets (in thousands). The Company had no restricted cash prior to 2018.
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2019
|
|
2018
|
Cash and cash equivalents
|
$
|
745,491
|
|
|
$
|
475,056
|
|
Restricted cash included within prepaid and other current assets
|
|
10,526
|
|
|
|
13,677
|
|
Restricted cash included within other non-current assets
|
|
1,081
|
|
|
|
—
|
|
Total cash, cash equivalents and restricted cash
|
$
|
757,098
|
|
|
$
|
488,733
|
|
Marketable Securities
As of December 31, 2019 and 2018, the majority of our marketable securities have been classified as available-for-sale and are carried at fair value, with unrealized gains and losses reported net-of-tax as a separate component of shareholders’ equity. Substantially all of our investments are investment-grade government and corporate debt securities that have maturities of less than 2 years, and we have both the ability and intent to hold the investments until maturity. We recorded no other-than-temporary impairments recorded during 2019, 2018 or 2017. The gross realized gains and losses on sales of marketable securities were not significant during the years ended December 31, 2019, 2018 and 2017.
Marketable securities as of December 31, 2019 and 2018 consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
Available-for-sale securities
|
|
|
|
|
|
|
|
U.S. government securities
|
$
|
105,453
|
|
|
$
|
249
|
|
|
$
|
—
|
|
|
$
|
105,702
|
|
Corporate bonds, asset backed and other securities
|
73,276
|
|
|
226
|
|
|
—
|
|
|
73,502
|
|
Total available-for-sale securities
|
$
|
178,729
|
|
|
$
|
475
|
|
|
$
|
—
|
|
|
$
|
179,204
|
|
Reported in:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
$
|
—
|
|
Short-term investments
|
|
|
|
|
|
|
179,204
|
|
Total marketable securities
|
|
|
|
|
|
|
$
|
179,204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
Available-for-sale securities
|
|
|
|
|
|
|
|
Commercial paper
|
$
|
14,548
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,548
|
|
U.S. government securities
|
291,157
|
|
|
—
|
|
|
(1,581
|
)
|
|
289,576
|
|
Corporate bonds, asset backed and other securities
|
167,579
|
|
|
5
|
|
|
(984
|
)
|
|
166,600
|
|
Total available-for-sale securities
|
$
|
473,284
|
|
|
$
|
5
|
|
|
$
|
(2,565
|
)
|
|
$
|
470,724
|
|
Reported in:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
$
|
—
|
|
Short-term investments
|
|
|
|
|
|
|
470,724
|
|
Total marketable securities
|
|
|
|
|
|
|
$
|
470,724
|
|
As of December 31, 2019 and 2018, $163.1 million and $390.9 million, respectively, of our short-term investments had contractual maturities within one year. The remaining portions of our short-term investments had contractual maturities within one to two years.
7. CONCENTRATION OF CREDIT RISK AND FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
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 primarily place our cash equivalents and short-term investments in highly rated financial instruments and in United States government instruments.
Our accounts receivable are derived principally from patent license and technology solutions agreements. As of December 31, 2019 and 2018, seven and five licensees comprised 73% and 76%, respectively, of our 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 included within short-term investments on our 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 December 31, 2019 and December 31, 2018 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of December 31, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Assets:
|
|
|
|
|
|
|
|
Money market and demand accounts (a)
|
$
|
757,098
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
757,098
|
|
U.S. government securities
|
—
|
|
|
105,702
|
|
|
—
|
|
|
105,702
|
|
Corporate bonds, asset backed and other securities
|
—
|
|
|
73,502
|
|
|
—
|
|
|
73,502
|
|
|
$
|
757,098
|
|
|
$
|
179,204
|
|
|
$
|
—
|
|
|
$
|
936,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of December 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Assets:
|
|
|
|
|
|
|
|
Money market and demand accounts (a)
|
$
|
488,733
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
488,733
|
|
Commercial paper
|
—
|
|
|
14,548
|
|
|
—
|
|
|
14,548
|
|
U.S. government securities
|
—
|
|
|
289,576
|
|
|
—
|
|
|
289,576
|
|
Corporate bonds and asset backed securities
|
—
|
|
|
166,600
|
|
|
—
|
|
|
166,600
|
|
|
$
|
488,733
|
|
|
$
|
470,724
|
|
|
$
|
—
|
|
|
$
|
959,457
|
|
Liabilities:
|
|
|
|
|
|
|
|
Contingent consideration resulting from the Technicolor Patent Acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,800
|
|
|
$
|
19,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,800
|
|
|
$
|
19,800
|
|
_______________
|
|
(a)
|
Included within cash and cash equivalents.
|
Level 3 Fair Value Measurements
Contingent Consideration
As discussed further in Note 5, we completed the Technicolor Patent Acquisition during third quarter 2018. In conjunction with the Technicolor Patent Acquisition, we initially recognized a contingent consideration liability which was measured at fair value on a recurring basis using significant unobservable inputs classified as Level 3 measurements within the fair value hierarchy. We utilized a Monte Carlo simulation model to determine the estimated fair value of the contingent consideration liability through first quarter 2019. A Monte Carlo simulation uses random numbers together with volatility assumptions to generate individual paths, or trials, for variables of interest governed by a Geometric Brownian Motion in a risk-neutral framework.
During second quarter 2019, we completed the R&I Acquisition. The transaction met the definition of an asset acquisition and was accounted for using the cost accumulation and allocation model. As discussed in Note 5, "Business Combinations and Other Transactions," as part of this acquisition, Technicolor reduced its rights to the revenue-sharing arrangement that created the initial contingent consideration liability from the Technicolor Patent Acquisition. We determined that the initial contingent consideration liability from the Technicolor Patent Acquisition was significantly modified in conjunction with the R&I Acquisition, and, as such, the contingent consideration liability will now be accounted for under ASC 450 - Contingencies under the asset acquisition framework when the liability is deemed probable and estimable. Since the contingent consideration liability arising from the amended revenue-sharing arrangement was not probable and estimable as of the acquisition date, the carrying value of the previous contingent consideration liability was derecognized, which resulted in a $20.5 million gain which is included within "Other Income (Expense), Net" in the consolidated statement of income for the
year ended December 31, 2019. Therefore, effective as of the acquisition date of May 31, 2019, the contingent consideration liability was no longer a Level 3 fair value recurring measurement. As of December 31, 2019, the contingent consideration liability from the amended revenue-sharing arrangement was deemed not probable and estimable and is therefore not reflected within the consolidated financial statements.
Level 3 significant unobservable inputs used in the December 31, 2018 valuation of the contingent consideration liability included the following:
|
|
|
|
Significant Unobservable Input
|
Ranges
|
Weighted Average
|
Risk-adjusted discount rate for revenue
|
13.5% - 14.2%
|
13.9%
|
Credit risk discount rate
|
6.2% - 8.0%
|
7.1%
|
Revenue volatility
|
35.0%
|
35.0%
|
Projected years of earn out
|
2019 - 2030
|
N/A
|
Significant increases or decreases in any of those inputs in isolation could have resulted in a significantly lower or higher fair value measurement. Adjustments to the fair value of contingent consideration were reflected in operating expenses within our consolidated statements of income through first quarter 2019.
The following table provides a reconciliation of the beginning and ending balances of our Level 3 fair value measurements from December 31, 2018 to December 31, 2019, which includes the contingent consideration liability resulting from the Technicolor Patent Acquisition discussed further above and within Note 5 (in thousands). The Level 3 contingent consideration liability was historically included within "Other long-term liabilities" in the consolidated balance sheet prior to its derecognition in second quarter 2019.
|
|
|
|
|
Level 3 Fair Value Measurements
|
Contingent Consideration Liability
|
Balance as of December 31, 2018
|
$
|
19,800
|
|
Changes in fair value recognized in the consolidated statements of income
|
|
710
|
|
Derecognition of contingent consideration liability as a Level 3 fair value measurement
|
|
(20,510
|
)
|
Balance as of December 31, 2019
|
$
|
—
|
|
Fair Value of Long-Term Debt
2024 and 2020 Senior Convertible Notes
The principal amount, carrying value and related estimated fair value of the Company's senior convertible debt reported in the consolidated balance sheets as of December 31, 2019 and December 31, 2018 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
Principal
Amount
|
|
Carrying
Value
|
|
Fair
Value
|
|
Principal
Amount
|
|
Carrying
Value
|
|
Fair
Value
|
Senior Convertible Long-Term Debt
|
$
|
494,909
|
|
|
$
|
423,657
|
|
|
$
|
492,969
|
|
|
$
|
316,000
|
|
|
$
|
298,951
|
|
|
$
|
331,595
|
|
Technicolor Patent Acquisition Long-term Debt
As more fully disclosed in Note 5, we recognized long-term debt in conjunction with the Technicolor Patent Acquisition. The carrying value and related estimated fair value of the Technicolor Patent Acquisition long-term debt reported in the consolidated balance sheet as of December 31, 2019 and December 31, 2018 was as follows (in thousands). The aggregate fair value of the Technicolor Patent Acquisition long-term debt is a Level 3 fair value measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
Technicolor Patent Acquisition Long-Term Debt
|
$
|
21,101
|
|
|
$
|
23,305
|
|
|
$
|
18,428
|
|
|
$
|
19,100
|
|
Non-Recurring Fair Value Measurements
Investments in Other Entities
As disclosed in Note 2, we made an accounting policy election to utilize a measurement alternative for equity investments that do not have readily determinable fair values, which applies to our long-term strategic investments in other entities. Under the alternative, our long-term strategic investments in other entities that do not have readily determinable fair values are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Any adjustments to the carrying value of those investments are considered non-recurring fair value measurements.
During the year ended December 31, 2019, we recognized a net loss of $2.6 million resulting from the partial impairment of one of our strategic investments partially offset by a gain on sale of a separate strategic investment, which is included within "Other Income (Expense), Net" in the consolidated statement of income. During the year ended December 31, 2018, we recognized an aggregate $8.4 million loss resulting from the sale of our entire ownership interest in one of our strategic investments and the impairment of a separate strategic investment. Certain of our investments in other entities may be seeking additional financing in the next twelve months or potential exit strategies. We will continue to review and monitor our investments in other entities for any indications of an increase in fair value or impairment.
Patents
During fourth quarter 2019, we entered into a multi-year, worldwide, non-exclusive, royalty-bearing patent license and settlement agreement with ZTE Corporation. A portion of the future consideration for the agreement was in the form of patents. We have yet to record these patents on our balance sheet as of December 31, 2019 as they have not yet been transferred. However, we have determined the estimated fair value of the patents for determining the transaction price for revenue recognition purposes, which was estimated to be $14.0 million utilizing the market approach. The value will be amortized as a non-cash expense over the patents' estimated useful lives once transferred. Additionally, as previously disclosed, during 2018 and 2017, we entered into patent license agreements with Sony and LG, respectively, for which a portion of the consideration was patents. The estimated fair value of the Sony patents was $22.5 million, and the estimated fair value of the LG patents was $19.7 million, which are being amortized as a non-cash expense over their estimated useful lives. We estimated the fair value of the patents in the Sony and LG transactions through a combination of the income approach, the market approach, and the cost approach.
As noted above, we estimated the fair value of the patents in these transactions using one of, or a combination of, an analysis of comparable market transactions (the market approach), a discounted cash flow analysis (the income approach) and/or by quantifying the amount of money required to replace the future service capability of the assets (the cost approach). For the market approach, judgment was applied as to which market transactions were most comparable to the transaction. For the income approach, the inputs and assumptions used to develop these estimates were based on a market participant perspective and included estimates of projected royalties, discount rates, economic lives and income tax rates, among others. For the cost approach, we utilized the historical cost of assets of similar technologies to determine the estimated replacement cost, including research, development, testing and patent application fees.
8. PROPERTY AND EQUIPMENT
Property and equipment, net is comprised of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2019
|
|
2018
|
Computer equipment and software
|
$
|
11,320
|
|
|
$
|
20,876
|
|
Engineering and test equipment
|
1,333
|
|
|
4,168
|
|
Building and improvements
|
3,702
|
|
|
3,711
|
|
Leasehold improvements
|
11,315
|
|
|
11,364
|
|
Furniture and fixtures
|
1,121
|
|
|
1,549
|
|
Property and equipment, gross
|
28,791
|
|
|
41,668
|
|
Less: accumulated depreciation
|
(18,574
|
)
|
|
(31,617
|
)
|
Property and equipment, net
|
$
|
10,217
|
|
|
$
|
10,051
|
|
Depreciation expense was $3.9 million, $3.7 million and $3.9 million in 2019, 2018 and 2017, respectively. Depreciation expense included depreciation of computer software costs of $0.2 million, $0.3 million and $0.5 million in 2019, 2018 and 2017, respectively. Accumulated depreciation related to computer software costs was $1.1 million and $9.2 million as of December 31, 2019 and 2018, respectively. The net book value of our computer software was $0.2 million and $0.3 million as of December 31, 2019 and 2018, respectively.
9. PATENTS, GOODWILL AND OTHER INTANGIBLE ASSETS
Patents
As of December 31, 2019 and 2018, patents consisted of the following (in thousands, except for useful life data):
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2019
|
|
2018
|
Weighted average estimated useful life (years)
|
9.9
|
|
|
10
|
|
Gross patents
|
$
|
905,814
|
|
|
$
|
851,846
|
|
Accumulated amortization
|
(469,475
|
)
|
|
(397,279
|
)
|
Patents, net
|
$
|
436,339
|
|
|
$
|
454,567
|
|
Amortization expense related to capitalized patent costs was $72.3 million, $61.8 million and $52.9 million in 2019, 2018 and 2017, respectively. These amounts are recorded within the "Patent administration and licensing" line of our Consolidated Statements of Income.
The estimated aggregate amortization expense for the next five years related to our patents balance as of December 31, 2019 is as follows (in thousands):
|
|
|
|
|
2020
|
$
|
71,572
|
|
2021
|
66,962
|
|
2022
|
62,673
|
|
2023
|
56,748
|
|
2024
|
48,135
|
|
Goodwill
The following table shows the change in the carrying amount of our goodwill balance from December 31, 2017 to December 31, 2019, all of which is allocated to our one reportable segment (in thousands):
|
|
|
|
|
|
Goodwill balance as of December 31, 2017
|
|
$
|
16,033
|
|
Technicolor Patent Acquisition
|
|
|
6,388
|
|
Goodwill balance as of December 31, 2018
|
|
$
|
22,421
|
|
Activity
|
|
|
—
|
|
Goodwill balance as of December 31, 2019
|
|
$
|
22,421
|
|
Other Intangible Assets
During the year ended December 31, 2019, our other intangible assets were sold in conjunction with the sale of our Hillcrest product business which is discussed further in Note 5, "Business Combinations and Other Transactions". As of December 31, 2018, intangible assets excluding patents were included in "Other Non-Current Assets" on the consolidated balance sheet and consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
Average Life
(Years)
|
Gross Assets
|
|
Accumulated Amortization
|
|
Net
|
Trade Names
|
9
|
$
|
600
|
|
|
$
|
(133
|
)
|
|
$
|
467
|
|
Customer Relationships
|
10
|
1,700
|
|
|
(340
|
)
|
|
1,360
|
|
|
|
$
|
2,300
|
|
|
$
|
(473
|
)
|
|
$
|
1,827
|
|
Refer to Note 5, "Business Combinations and Other Transactions," and Note 7, "Concentration of Credit Risk and Fair Value of Financial Assets and Financial Liabilities," for information regarding the long-term debt initially recognized during 2018 resulting from the Technicolor Patent Acquisition.
Long-term debt obligations, excluding the long-term debt resulting from the Technicolor Patent Acquisition, are comprised of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2019
|
|
2018
|
2.00% Senior Convertible Notes due 2024
|
$
|
400,000
|
|
|
$
|
—
|
|
1.50% Senior Convertible Notes due 2020
|
94,909
|
|
|
316,000
|
|
Less:
|
|
|
|
Unamortized interest discount
|
(65,393
|
)
|
|
(15,428
|
)
|
Deferred financing costs
|
(5,859
|
)
|
|
(1,621
|
)
|
Total net carrying amount of Senior Convertible Notes
|
423,657
|
|
|
298,951
|
|
Less: Current portion of long-term debt
|
94,170
|
|
|
—
|
|
Long-term net carrying amount of Senior Convertible Notes
|
$
|
329,487
|
|
|
$
|
298,951
|
|
There were no finance leases as of December 31, 2019 or December 31, 2018.
Maturities of principal of the long-term debt obligations of the Company as of December 31, 2019, excluding the long-term debt resulting from the Technicolor Patent Acquisition, are as follows (in thousands):
|
|
|
|
|
2020
|
$
|
94,909
|
|
2021
|
—
|
|
2022
|
—
|
|
2023
|
—
|
|
2024
|
400,000
|
|
Thereafter
|
—
|
|
|
$
|
494,909
|
|
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 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 mature on June 1, 2024, unless earlier converted or repurchased.
The 2024 Notes will be 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 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. It is our current intent and policy to settle all conversions of the 2024 Notes through combination settlements of cash and shares of 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.
Prior to 5:00 p.m., New York City time, on the business day immediately preceding March 1, 2024, the 2024 Notes will be convertible only under certain circumstances as set forth in the Indenture, including on any date during any calendar quarter (and only during such calendar quarter) beginning after September 30, 2019 if the closing sale price of the common stock was more than 130% of the applicable conversion price (approximately $105.68 based on the current conversion price of the 2024 Notes) on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter.
Commencing on March 1, 2024, the 2024 Notes will be convertible at any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date of the 2024 Notes.
The Company may not redeem the 2024 Notes prior to their maturity date.
If a fundamental change (as defined in the Indenture) occurs, holders may require the Company to purchase all or a portion of their 2024 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2024 Notes are our senior unsecured obligations and rank equally in right of payment with any of our current and any future senior unsecured indebtedness, including our 1.50% senior convertible notes due 2020 (the “2020 Notes”) discussed below. 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. The aggregate cost of the 2024 Note Hedge Transactions was $72.0 million.
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. As consideration for the 2024 Warrant Transactions, we received aggregate proceeds of $47.6 million. The net cost of the 2024 Call Spread Transactions was $24.4 million.
The net proceeds from the issuance of the 2024 Notes, after deducting fees and offering expenses, were used for the following: (i) $232.7 million was used to repurchase $221.1 million in aggregate principal amount of the 2020 Notes (as defined below) in privately negotiated transactions concurrently with the offering of the 2024 Notes (ii) $19.6 million was used to repurchase shares of common stock at $62.53 per share, the closing price of the stock on May 29, 2019; and (iii) $24.4 million, in addition to the proceeds from the 2024 Warrant Transactions discussed above, was used to fund the cost of the 2024 Call Spread Transactions.
Accounting Treatment of the 2024 Notes and Related Convertible Note Hedge and Warrant Transactions
The 2024 Call Spread Transactions were classified as equity. The Company bifurcated the proceeds from the offering of the 2024 Notes between liability and equity components. On the date of issuance, the liability and equity components were calculated to be approximately $328.0 million and $72.0 million, respectively. The initial $328.0 million liability component was determined based on the fair value of similar debt instruments excluding the conversion feature. The initial $72.0 million ($56.9 million net of tax) equity component represents the difference between the fair value of the initial $328.0 million in debt and the $400.0 million gross proceeds. The related initial debt discount of $72.0 million is being amortized over the life of the 2024 Notes using the effective interest method. An effective interest rate of 6.25% was used to calculate the debt discount on the 2024 Notes.
In connection with the above-noted transactions, the Company incurred approximately $8.4 million of directly related costs. The initial purchasers' transaction fees and related offering expenses were allocated to the liability and equity
components in proportion to the allocation of proceeds and accounted for as debt and equity issuance costs, respectively. We allocated $6.4 million of debt issuance costs to the liability component, which were capitalized as deferred financing costs. These costs are being amortized as interest expense over the term of the debt using the effective interest method. The remaining $1.9 million of costs ($1.7 million net of tax) allocated to the equity component were recorded as a reduction of the equity component.
2020 Senior Convertible Notes, and Related Note Hedge and Warrant Transactions
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 bear interest at a rate of 1.50% per year, payable in cash on March 1 and September 1 of each year, commencing September 1, 2015, and mature on March 1, 2020, unless earlier converted or repurchased. In connection with the initial offering of the 2020 Notes, on March 5 and March 9, 2015, we entered into convertible note hedge transactions (the “2020 Note Hedge Transactions”) that initially covered approximately 4.4 million shares of common stock at a strike price that initially corresponded to the initial conversion price of the 2020 Notes and are exercisable upon any conversion of the 2020 Notes. On March 5 and March 9, 2015, we also entered into warrant transactions (collectively, the "2020 Warrant Transactions" and, together with the 2020 Note Hedge Transactions, the "2020 Call Spread Transactions") to initially acquire, subject to customary anti-dilution adjustments, approximately 4.4 million shares of common stock. The warrants become exercisable and expire in daily tranches over a three and a half month period starting in June 2020.
As noted above, during second quarter 2019, the Company used $232.7 million from the offering of the 2024 Notes to repurchase $221.1 million in aggregate principal amount of the 2020 Notes in privately negotiated transactions concurrently with the offering of the 2024 Notes. As a result of the partial repurchase of the 2020 Notes, $94.9 million in aggregate principal amount of the 2020 Notes remain outstanding as of December 31, 2019. Additionally, on May 29, 2019, in connection with the partial repurchase of the 2020 Notes, the Company entered into partial unwind agreements that amend the terms of the 2020 Note Hedge Transactions to reduce the number of options corresponding to the principal amount of the repurchased 2020 Notes. The unwind agreements also reduce the number of warrants exercisable under the 2020 Warrant Transactions. As a result of the partial unwind transactions, approximately 1.3 million shares of common stock in the aggregate were covered under each of the 2020 Note Hedge Transactions and the 2020 Warrant Transactions as of December 31, 2019. As of December 31, 2019, the warrants under the 2020 Warrant Transactions had a strike price of approximately $86.34 per share, as adjusted. Proceeds received from the unwind of the 2020 Note Hedge Transactions were $9.0 million, and consideration paid for the unwind of the 2020 Warrant Transactions was $4.2 million, resulting in net proceeds received of $4.9 million for the combined unwind transactions which was recorded to equity during the year ended December 31, 2019.
We recognized a $5.5 million loss on extinguishment of debt during the year ended December 31, 2019 in connection with this repurchase, which was included within "Other Income (Expense), Net" in the consolidated statement of income for the period. The loss on extinguishment represents the difference between the calculated fair value of the debt immediately prior to its derecognition and the carrying amount of the debt component, including any unamortized debt discount and issuance costs. The remaining consideration paid for the partial repurchase of the 2020 Notes was allocated to the reacquisition of the equity component, which equaled $13.0 million ($10.6 million net of tax) and was recorded as a reduction of equity during the year ended December 31, 2019. The remaining unamortized debt discount and issuance costs of $3.3 million will continue to be amortized throughout the remaining life of the 2020 Notes, which are set to mature in March 2020.
The remaining 2020 Notes will be convertible into cash, shares of our common stock or a combination thereof, at our election, at a current conversion rate of 14.1559 shares of common stock per $1,000 principal amount of 2020 Notes as of December 31, 2019 (which is equivalent to a conversion price of approximately $70.64 per share), as adjusted pursuant to the terms of the indenture governing the 2020 Notes (the "2020 Notes Indenture"). The conversion rate of the 2020 Notes, and thus the conversion price, may be adjusted in certain circumstances, including in connection with a conversion of the 2020 Notes made following certain fundamental changes and under other circumstances set forth in the 2020 Notes Indenture. It is our current intent and policy to settle all conversions of the 2020 Notes through combination settlements of cash and shares of common stock, with a specified dollar amount of $1,000 per $1,000 principal amount of the 2020 Notes and any remaining amounts in shares of common stock.
Prior to 5:00 p.m., New York City time, on the business day immediately preceding December 1, 2019, the 2020 Notes will be convertible only under certain circumstances as set forth in the 2020 Notes Indenture, including on any date during any calendar quarter (and only during such calendar quarter) if the closing sale price of our common stock was more than 130% of the applicable conversion price (approximately $91.83 based on the current conversion price of the 2020 Notes) on each applicable trading day for at least 20 trading days in the period of the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter.
Commencing on December 1, 2019, the 2020 Notes will be convertible at any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date of the 2020 Notes.
The Company may not redeem the 2020 Notes prior to their maturity date.
On April 3, 2018, in connection with the reorganization of the Company’s holding company structure, the predecessor company (now known as InterDigital Wireless, Inc., the "Predecessor Company") and the successor company (now known as InterDigital, Inc., the "Successor Company") entered into a First Supplemental Indenture (the “2020 Notes Supplemental Indenture”) to the 2020 Notes Indenture with the trustee. The 2020 Notes Supplemental Indenture effected certain amendments to the 2020 Notes Indenture in connection with the Reorganization, which, among other things, amended the conversion right of the 2020 Notes so that at the effective time of the Reorganization, the holder of each Note outstanding as of the effective time of the Reorganization will have the right to convert, subject to the terms of the 2020 Notes Indenture, each $1,000 principal amount of such 2020 Note into the number of shares of the Successor Company’s common stock that a holder of a number of shares of the Predecessor Company’s common stock equal to the conversion rate immediately prior to the effective time of the Reorganization would have been entitled to receive upon the Reorganization. In addition, pursuant to the 2020 Notes Supplemental Indenture, the Successor Company guaranteed the Predecessor Company’s obligations under the 2020 Notes and the 2020 Notes Indenture.
Accounting Treatment of the 2020 Notes and Related Convertible Note Hedge and Warrant Transactions
The offering of the 2020 Notes on March 5, 2015 was for $275.0 million and included an overallotment option that allowed the initial purchasers to purchase up to an additional $41.0 million aggregate principal amount of 2020 Notes. The initial purchasers exercised their overallotment option on March 9, 2015, bringing the total amount of 2020 Notes issued on March 11, 2015 to $316.0 million. The Company bifurcated the proceeds from the offering of the 2020 Notes between liability and equity components. On the date of issuance, the liability and equity components were calculated to be approximately $256.7 million and $59.3 million ($38.6 million net of tax), respectively. The related initial debt discount of $59.3 million is being amortized using the effective interest method over the life of the 2020 Notes. An effective interest rate of 5.89% was used to calculate the debt discount on the 2020 Notes. Directly related costs are being amortized to interest expense over the term of the debt using the effective interest method.
The following table presents the amount of interest cost recognized for the years ended December 31, 2019, 2018 and 2017 related to the contractual interest coupon, accretion of the debt discount and the amortization of financing costs (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
2024 Notes
|
2020 Notes
|
Total
|
|
2020 Notes
|
|
2020 Notes
|
Contractual coupon interest
|
|
$
|
4,600
|
|
$
|
2,824
|
|
$
|
7,424
|
|
|
$
|
4,740
|
|
|
$
|
4,740
|
|
Accretion of debt discount
|
|
7,322
|
|
7,743
|
|
15,065
|
|
|
12,434
|
|
|
11,715
|
|
Amortization of financing costs
|
|
654
|
|
821
|
|
1,475
|
|
|
1,390
|
|
|
1,390
|
|
Total
|
|
$
|
12,576
|
|
$
|
11,388
|
|
$
|
23,964
|
|
|
$
|
18,564
|
|
|
$
|
17,845
|
|
Minimum future payments for accounts payable and other purchase commitments, excluding long-term operating leases for office space, as of December 31, 2019 were as follows (in thousands):
|
|
|
|
|
2020
|
$
|
16,664
|
|
2021
|
—
|
|
2022
|
—
|
|
2023
|
—
|
|
2024
|
—
|
|
Thereafter
|
—
|
|
As part of the Technicolor Patent Acquisition, we committed to contributing cash, subject to certain requirements, of up to a maximum of $25.0 million to fund a collaborative arrangement related to the transaction. Additionally, we are subject to a revenue-sharing arrangement with Technicolor resulting from the Technicolor Patent Acquisition and the R&I Acquisition. We also assumed certain defined benefit plan liabilities in conjunction with these transactions. Refer to Note 5, "Business Combinations and Other Transactions," for further information.
Refer to Note 10, "Obligations," for details of the Company's long-term debt obligations. Refer to Note 17, "Leases," for maturities of the Company's operating lease liabilities as of December 31, 2019.
12. LITIGATION AND LEGAL PROCEEDINGS
COURT PROCEEDINGS
Huawei
China Proceedings
On January 3, 2019, InterDigital was notified that a civil complaint was filed on January 2, 2019 by Huawei Technologies Co., Ltd. and certain of its subsidiaries against InterDigital, Inc. and certain of its subsidiaries in the Shenzhen Intermediate People’s Court (the "Shenzhen Court"). The complaint seeks a ruling that the InterDigital defendants have violated an obligation to license their patents that are essential to 3G, 4G and 5G wireless telecommunication standards on fair, reasonable and non-discriminatory ("FRAND") terms and conditions. The complaint also seeks a determination of the terms for licensing all of the InterDigital defendants’ Chinese patents that are essential to 3G, 4G and 5G wireless telecommunication standards to the Huawei plaintiffs for the plaintiffs’ wireless terminal unit products made and/or sold in China from 2019 to 2023. On September 17, 2019, InterDigital filed a petition challenging the jurisdiction of the Shenzhen Court to hear the action. On December 25, 2019, InterDigital was notified that the Shenzhen Court rejected InterDigital's jurisdictional challenge. On January 23, 2020, InterDigital filed an appeal of the Shenzhen Court's decision to deny InterDigital's jurisdictional challenge with the IP Tribunal of the China Supreme People's Court. InterDigital's appeal is pending.
U.K. Proceedings
On December 3, 2019, InterDigital, Inc. and certain of its subsidiaries filed a claim in the High Court of Justice, Business and Property Courts of England and Wales, Intellectual Property List (Chancery Division), Patents Court (the "High Court") against Huawei Technologies Co., Ltd. and Huawei Technologies (UK) Co., Ltd. ("Huawei UK"). The claim alleges infringement of five of InterDigital's patents relating to 3G, 4G/LTE and/or 5G standards: European Patent (U.K.) Nos. 2,363,008; 2,421,318; 2,485,558; 2,557,714; and 3,355,537.
In these proceedings, InterDigital is seeking a declaration that the terms offered by InterDigital to Huawei for a worldwide license are consistent with InterDigital's FRAND commitments, or, alternatively, a determination of FRAND terms for a license to the litigated patents. InterDigital is also seeking a 'FRAND injunction' of the type previously awarded by the High Court in Unwired Planet v. Huawei (such injunction, a "FRAND Injunction"), preventing further infringement of the litigated patents where the court has settled the terms of a worldwide FRAND license and the defendant does not enter into a license on those terms, along with other relief concerning declarations, damages and costs.
On December 20, 2019, Huawei UK filed an application seeking an extension of time to challenge the jurisdiction of the High Court to hear the action against it until the later of January 17, 2020 or fourteen days following the Supreme Court of the United Kingdom's (the "U.K. Supreme Court") decision in Unwired Planet v. Huawei and Conversant v. Huawei and ZTE (together, the "Unwired Planet and Conversant Cases"). On January 17, 2020, the parties filed a consent order directing that Huawei UK's challenge to the jurisdiction of the High Court be heard before July 31, 2020, and setting the deadline for Huawei UK to file its application challenging jurisdiction to be fourteen days following the Supreme Court's decision in the Unwired Planet and Conversant Cases, which the court entered into with minor amendments. On January 24, 2020, the High Court listed Huawei UK's application challenging jurisdiction to be heard between July 1 and July 3, 2020.
Lenovo
U.K. Proceedings
On August 27, 2019, InterDigital, Inc. and certain of its subsidiaries filed a claim in the High Court against Lenovo Group Limited and certain of its subsidiaries. The claim, as amended, alleges infringement of five of InterDigital's patents relating to 3G and/or 4G/LTE standards: European Patent (U.K.) Nos. 2,363,008 (the "'008 Patent"); 2,421,318; 2,485,558; 2,557,714; and 3,355,537.
In these proceedings, InterDigital is seeking a FRAND Injunction, preventing further infringement of the litigated patents where the court has settled the terms of a worldwide FRAND license and the defendant does not enter into a license on those terms, along with other relief concerning declarations, damages and costs.
On October 3, 2019, Lenovo filed an application challenging the jurisdiction of the High Court to hear the action, as well as the order which permitted service outside of the United Kingdom with respect to the U.S. and Hong Kong defendants (the "Lenovo Jurisdiction Challenge"). The High Court listed the Lenovo Jurisdiction Challenge to be heard over two days between February 24 and February 27, 2020. On February 11, 2020, Lenovo filed an application seeking to adjourn the Lenovo Jurisdiction Challenge to allow time for the U.K. Supreme Court to issue its ruling in the Unwired Planet and Conversant Cases. On February 17, 2020, the parties filed a consent order adjourning the hearing of the Lenovo Jurisdiction Challenge until between May 5, 2020 and July 30, 2020.
Also on February 11, 2020, the High Court listed a five-day trial in relation to the '008 Patent to begin between March 1, 2021 and March 5, 2021. On February 17, 2020, the High Court listed a second five-day trial to begin on June 21, 2021. The patent in suit to be addressed at such trial, if not previously agreed, will be determined at a case management conference scheduled to take place in late May, 2020, with the exact date to be determined. Also at the case management conference, the parties will ask the High Court to determine directions for the remaining trials in the proceedings if they cannot be agreed.
District of Delaware Proceedings
On August 28, 2019, InterDigital, Inc. 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 (the "'665 Patent"); 8,199,726 (the "'726 Patent"); 8,427,954 (the "'954 Patent"); 8,619,747; 8,675,612 (the "'612 Patent"); 8,797,873 (the "'873 Patent"); 9,203,580; and 9,456,449 (the "'449 Patent")—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 High Court in the separately filed U.K. 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 November 4, 2019, Lenovo filed a motion to dismiss InterDigital's patent infringement claims for six of the eight litigated patents—the '873, '665, '954, '726, '449 and '612 Patents—on the basis that such patents allegedly are not directed to patent-eligible subject matter. On December 9, 2019, InterDigital amended its complaint and on January 10, 2020, Lenovo filed a renewed motion to dismiss the same claims from InterDigital's amended complaint as they moved to dismiss from the original complaint. On February 7, 2020, InterDigital filed its opposition to Lenovo's renewed motion to dismiss InterDigital's amended complaint. Lenovo's response to InterDigital's opposition is due on February 21, 2020.
Asustek
Information regarding the legal proceeding that Asustek Computer Incorporated ("Asus") filed against InterDigital, Inc. and certain of its subsidiaries in the U.S. District Court for the Northern District of California (the "CA Northern District Court") on April 15, 2015 can be found in the description of legal proceedings contained in InterDigital's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 as filed with the SEC on February 21, 2019 (the "2018 Form 10-K").
On March 11, 2019, as a result of the CA Northern District Court's ruling on December 20, 2018 that Asus was judicially estopped from arguing that the parties’ April 2008 patent license agreement was not entered into on FRAND terms and conditions, Asus revised its damages calculations downward, and updated the calculations to include sales through 2018. Asus was seeking damages for what it called "4G capable products" in the amount of $58.3 million for sales through 2018. Any damages attributable to a violation Section 2 of the Sherman Act would have been subject to mandatory trebling, as well as an award of reasonable attorneys' fees.
On April 4, 2019, Asus informed the court that it would not be proceeding to trial on its waiver and Delaware Consumer Fraud Act claims. A jury trial on Asus’ remaining claims—violation of Section 2 of the Sherman Act and breach of contract resulting from ongoing negotiations—was scheduled to commence on May 6, 2019 in the CA Northern District Court.
On April 9, 2019, the parties participated in another court-mandated settlement conference. On April 12, 2019, certain subsidiaries of InterDigital entered into a Settlement Agreement and First Amendment to the Patent License Agreement with Asus (the “Asus Settlement Agreement”), pursuant to which, among other things, the parties agreed to a multi-year amendment to the 2008 Asus PLA that added coverage for 4G technologies and amended certain other terms. The parties also agreed to dismiss all outstanding litigation and other proceedings among the parties. Accordingly, the action in the CA Northern District Court described herein was dismissed on April 15, 2019, and there are no further proceedings in this matter.
ZTE USITC Proceedings and Related Delaware District Court Proceedings
Information regarding legal proceedings that InterDigital filed against ZTE Corporation and ZTE (USA) Inc. (collectively, "ZTE") with the United States International Trade Commission ("USITC") and the Delaware District Court can be found in the description of legal proceedings contained in InterDigital's 2018 Form 10-K. With respect to the Delaware District Court proceeding related to the 2013 USITC Proceeding (337-TA-868), on January 23, 2019, InterDigital and ZTE filed a joint status report that informed the Delaware District Court of the Federal Circuit's decision regarding the '966 and '847 patents and that the PTAB proceedings regarding the '244 patent remained pending. The parties jointly requested that the case remain stayed so that the portion of the case related to damages potentially owed by ZTE as to the three patents-in-suit could be coordinated. The court granted that request on January 25, 2019.
On October 18, 2019, InterDigital and ZTE entered into a Patent License Agreement (the "ZTE PLA") pursuant to which the parties agreed that, upon the performance of certain obligations by ZTE, the parties would end all legal proceedings initiated by either party or otherwise pending between them. Pursuant to the ZTE PLA, on October 25, 2019, ZTE filed an unopposed motion with the Federal Circuit to withdraw from the appeal of the PTAB’s remand ruling that claim 8 of the ’244 patent is invalid. On November 22, 2019, the Federal Circuit reversed and vacated the PTAB's remand decision. The court's mandate issued on December 30, 2019.
Also on December 30, 2019, InterDigital and ZTE filed a stipulation and proposed order to dismiss the Delaware District Court proceedings related to the 2011 USITC Proceeding (337-TA-800) and 2013 USITC Proceeding (337-TA-868), which was granted by the court on January 2, 2020. There are no further proceedings in either of these matters.
REGULATORY PROCEEDING
Investigation by National Development and Reform Commission of China
On September 23, 2013, counsel for InterDigital was informed by China's National Development and Reform Commission ("NDRC") that the NDRC had initiated a formal investigation into whether InterDigital has violated China's Anti-Monopoly Law ("AML") with respect to practices related to the licensing of InterDigital's standards-essential patents to Chinese companies. Companies found to violate the AML may be subject to a cease and desist order, fines and disgorgement of any illegal gains. On March 3, 2014, the Company submitted to NDRC, pursuant to a procedure set out in the AML, a formal application for suspension of the investigation that included proposed commitments by the Company. On May 22, 2014, NDRC formally suspended its investigation of the Company based on the commitments proposed by the Company. The Company's commitments with respect to the licensing of its patent portfolio for wireless mobile standards to Chinese manufacturers of cellular terminal units ("Chinese Manufacturers") are as follows:
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1.
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Whenever InterDigital engages with a Chinese Manufacturer to license InterDigital's patent portfolio for 2G, 3G and 4G wireless mobile standards, InterDigital will offer such Chinese Manufacturer the option of taking a worldwide portfolio license of only its standards-essential wireless patents, and comply with F/RAND principles when negotiating and entering into such licensing agreements with Chinese Manufacturers.
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2.
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As part of its licensing offer, InterDigital will not require that a Chinese Manufacturer agree to a royalty-free, reciprocal cross-license of such Chinese Manufacturer's similarly categorized standards-essential wireless patents.
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3.
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Prior to commencing any action against a Chinese Manufacturer in which InterDigital may seek exclusionary or injunctive relief for the infringement of any of its wireless standards-essential patents, InterDigital will offer such Chinese Manufacturer the option to enter into expedited binding arbitration under fair and reasonable procedures to resolve the royalty rate and other terms of a worldwide license under InterDigital's wireless standards-essential patents. If the Chinese Manufacturer accepts InterDigital's binding arbitration offer or otherwise enters into an agreement with InterDigital on a binding arbitration mechanism, InterDigital will, in accordance with the terms of the arbitration agreement and patent license agreement, refrain from seeking exclusionary or injunctive relief against such company.
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The commitments contained in item 3 above expired on May 22, 2019. With the consolidation of China’s antimonopoly enforcement authorities into the State Administration for Market Regulation ("SAMR") in April 2018, SAMR is now responsible for overseeing InterDigital's commitments.
OTHER
We are party to certain other disputes and legal actions in the ordinary course of business, including arbitrations and 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 December 31, 2019.
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13.
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COMPENSATION PLANS AND PROGRAMS
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Compensation Programs
We use a variety of compensation programs to attract, retain and motivate our employees, and to more closely align employee compensation with company performance. These programs include, but are not limited to, short-term incentive awards tied to performance goals, cash awards to inventors for filed patent applications and patent issuances, and long-term incentives in the form of stock option awards, time-based RSU awards, performance-based awards and cash awards.
Our long-term incentives typically include annual time-based RSU grants or cash awards with a three-year vesting period, as well as annual performance-based RSU grants or cash awards with a three to five-year performance period; as a result, in any one year, we are typically accounting for at least three active cycles. We issue new shares of our common stock to satisfy our obligations under the share-based components of these programs. However, our Board of Directors has the right to authorize the issuance of treasury shares to satisfy such obligations in the future.
Equity Incentive Plans
On June 14, 2017, our shareholders adopted and approved the 2017 Equity Incentive Plan (the "2017 Plan"), under which officers, employees, non-employee directors and consultants can receive share-based awards such as RSUs, restricted stock and stock options as well as other stock or cash awards. From June 2009 through June 14, 2017, we granted such awards pursuant to our 2009 Stock Incentive Plan (the “2009 Plan," and, together with the 2017 Plan, the "Equity Plans"), which was adopted and approved by our shareholders on June 4, 2009, and the material terms of which were re-approved on June 12, 2014. Upon the adoption of the 2017 Plan in June 2017, the 2009 Plan was terminated and all shares remaining available for grant under the 2009 Plan were canceled. The number of shares available for issuance under the 2017 Plan is equal to 2,400,000 shares plus any shares subject to awards granted under the 2009 Plan that, on or after June 14, 2017, expire or otherwise terminate without having been exercised in full, or that are forfeited to or repurchased by us.
RSUs and Restricted Stock
We may issue RSUs and/or shares of restricted stock to officers, employees, non-employee directors and consultants. Any cancellations of unvested RSUs granted under the Equity Plans will increase the number of shares remaining available for grant under the 2017 Plan. Time-based RSUs vest over periods generally ranging from 1 to 3 years from the date of the grant. Performance-based RSUs generally have a vesting period of between 3 and 5 years.
As of December 31, 2019, we had unrecognized compensation cost related to share-based awards of $10.2 million, at current performance accrual rates. For grants made that cliff vest, we expect to amortize the associated unrecognized compensation cost as of December 31, 2019, on a straight-line basis generally over a three to five-year period.
Vesting of performance-based RSU awards is subject to attainment of specific goals established by the Compensation Committee of the Board of Directors. Depending upon performance achievement against these goals, the number of shares that vest can be anywhere from 0 to 2 times the target number of shares.
Information with respect to current RSU activity is summarized as follows (in thousands, except per share amounts):
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|
|
|
|
|
|
|
|
Number of
Unvested
RSUs
|
|
Weighted
Average Per Share
Grant Date
Fair Value
|
Balance at December 31, 2018
|
915
|
|
|
$
|
63.70
|
|
Granted*
|
512
|
|
|
66.19
|
|
Forfeited
|
(274
|
)
|
|
76.44
|
|
Vested
|
(198
|
)
|
|
58.84
|
|
Balance at December 31, 2019
|
955
|
|
|
$
|
62.40
|
|
* These numbers include less than 0.1 million RSUs credited on unvested RSU awards as dividend equivalents. Dividend equivalents accrue with respect to unvested RSUs when and as cash dividends are paid on the Company's common stock, and vest if and when the underlying RSUs vest. Granted amounts include performance-based RSU awards at their maximum potential payout level of 200%.
During 2019, 2018 and 2017, we granted approximately 0.3 million, 0.3 million and 0.2 million RSUs under the Equity Plans, respectively, with weighted-average grant date fair values of $66.19, $73.75 and $58.63, respectively. The total vest date fair value of the RSUs that vested in 2019, 2018 and 2017 was $12.7 million, $25.2 million and $56.0 million, respectively. The weighted average per share grant date fair value of the awards that vested in 2019, 2018 and 2017 was $58.84, $54.75 and $35.14, respectively.
Other Equity Grants
We may also grant equity awards to non-management Board members and certain consultants.
Stock Options
The 2009 Plan allowed, and the 2017 Plan allows, for the granting of incentive and non-qualified stock options, as well as other securities. The administrator of the Equity Plans, the Compensation Committee of the Board of Directors, determines the number of options to be granted, subject to certain limitations set forth in the 2017 Plan. Annually, since 2013, both incentive and non-qualified stock options have been granted as part of our long-term incentive programs, which have generally vested over three years. During the year ended December 31, 2018, performance-based options were granted for the first time. The number of options which cliff vest, if at all, is anywhere from 0 to 2 times the target number of options subject to the attainment of performance goals measured at the end of the performance period. These performance-based options have a vesting period between three and five years.
Under the terms of the Equity Plans, the exercise price per share of each option, other than in the event of options granted in connection with a merger or other acquisition, cannot be less than 100% of the fair market value of a share of common stock on the date of grant. Options granted under the Equity Plans are generally exercisable for a period of between 7 to 10 years from the date of grant and may vest on the grant date, another specified date, over a period of time and/or dependent upon the attainment of specified performance goals. We also have approximately 0.1 million options outstanding under a prior stock plan that have an indefinite contractual life.
The fair value for option awards is computed using the Black-Scholes pricing model, whose inputs and assumptions are determined as of the date of grant and which require considerable judgment. Expected volatility was based upon a combination of implied and historic volatilities. The weighted-average grant date fair value per option award granted during the years ended December 31, 2019, 2018 and 2017 was $13.68, $24.56, and $19.90, respectively, based upon the assumptions included in the table below:
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|
|
|
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For the Year Ended December 31,
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2019
|
|
2018
|
|
2017
|
Expected term (in years)
|
4.5
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|
|
7.7
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|
|
4.5
|
|
Expected volatility
|
25.8
|
%
|
|
30.1
|
%
|
|
28.5
|
%
|
Risk-free interest rate
|
2.4
|
%
|
|
3.0
|
%
|
|
1.9
|
%
|
Dividend yield
|
2.0
|
%
|
|
1.8
|
%
|
|
1.4
|
%
|
Information with respect to current year stock option activity is summarized as follows (in thousands, except per share amounts):
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|
|
|
|
|
|
|
|
Outstanding Options
|
|
Weighted
Average Exercise Price
|
Balance at December 31, 2018
|
695
|
|
|
$
|
57.21
|
|
Granted*
|
130
|
|
|
67.61
|
|
Forfeited
|
—
|
|
|
—
|
|
Exercised
|
—
|
|
|
8.25
|
|
Balance at December 31, 2019
|
825
|
|
|
$
|
58.83
|
|
The weighted average remaining contractual life of our outstanding options was 8.3 years as of December 31, 2019. These options were granted between 1983 and 1986 under a prior stock plan. For purposes of calculating the weighted average remaining contractual life, these options were assigned an original life in excess of 50 years. The majority of these options have an exercise price between $9.00 and $11.63.
The total intrinsic value of our outstanding options as of December 31, 2019 was $7.2 million. Of the 0.8 million outstanding options as of December 31, 2019, 0.4 million were exercisable with a weighted-average exercise price of $35.81. Options exercisable as of December 31, 2019 had total intrinsic value of $7.2 million and a weighted average remaining contractual life of 8.6 years. The total intrinsic value of stock options exercised during the years ended December 31, 2019, 2018 and 2017 was less than $0.1 million, $5.6 million and $0.3 million, respectively. In 2019, we recorded cash received from the exercise of options of less than $0.1 million. Upon option exercise, we issued new shares of stock.
As of December 31, 2019, we had unrecognized compensation cost on our unvested stock options of $0.9 million, at current performance accrual rates. As of December 31, 2019 and 2018, we had approximately 0.3 million and 0.3 million options outstanding, respectively, that had exercise prices less than the fair market value of our stock at the respective balance sheet date. These options would have generated cash proceeds to the Company of $7.6 million and $11.2 million, respectively, if they had been fully exercised on those dates.
Defined Contribution Plans
We have a 401(k) plan (“Savings Plan”) wherein employees can elect to defer compensation within federal limits. We match a portion of employee contributions. Our 401(k) contribution expense was approximately $1.1 million, $1.3 million and $1.4 million for 2019, 2018 and 2017, respectively. At our discretion, we may also make a profit-sharing contribution to our employees’ 401(k) accounts. Additionally, the company contributed $0.2 million, $0.2 million and $0.3 million in 2019, 2018 and 2017, respectively, to other defined contribution plans.
Our income tax provision (benefit) consists of the following components for 2019, 2018 and 2017 (in thousands):
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|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Current
|
|
|
|
|
|
|
|
|
Federal
|
$
|
(11,436
|
)
|
|
$
|
(3,148
|
)
|
|
$
|
3,656
|
|
State
|
207
|
|
|
239
|
|
|
(1
|
)
|
Foreign source withholding tax
|
19,850
|
|
|
25,187
|
|
|
47,592
|
|
|
8,621
|
|
|
22,278
|
|
|
51,247
|
|
Deferred
|
|
|
|
|
|
|
|
|
Federal
|
(21,735
|
)
|
|
(63,030
|
)
|
|
21,671
|
|
State
|
2,457
|
|
|
(1,554
|
)
|
|
(1,074
|
)
|
Foreign source withholding tax
|
21,648
|
|
|
14,889
|
|
|
49,832
|
|
|
2,370
|
|
|
(49,695
|
)
|
|
70,429
|
|
Total
|
$
|
10,991
|
|
|
$
|
(27,417
|
)
|
|
$
|
121,676
|
|
The deferred tax assets and liabilities were comprised of the following components at December 31, 2019 and 2018 (in thousands):
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Total
|
|
Total
|
Net operating losses
|
$
|
131,501
|
|
|
$
|
126,946
|
|
Deferred revenue, net
|
33,131
|
|
|
39,711
|
|
Tax credit carryforward
|
11,744
|
|
|
—
|
|
Stock compensation
|
3,307
|
|
|
5,037
|
|
Patent amortization
|
18,522
|
|
|
18,520
|
|
Depreciation
|
443
|
|
|
246
|
|
Goodwill
|
(1,933
|
)
|
|
—
|
|
Other-than-temporary impairment
|
1,138
|
|
|
490
|
|
Other accrued liabilities
|
785
|
|
|
2,981
|
|
Other employee benefits
|
7,520
|
|
|
6,405
|
|
Right of use asset
|
(4,913
|
)
|
|
—
|
|
Lease liability
|
5,760
|
|
|
—
|
|
|
207,005
|
|
|
200,336
|
|
Less: valuation allowance
|
(133,797
|
)
|
|
(125,158
|
)
|
Net deferred tax asset
|
$
|
73,208
|
|
|
$
|
75,178
|
|
Note: Included within the balance sheet, but not reflected in the tables are deferred tax assets primarily related to foreign withholding taxes that are expected to be paid within the next twelve months of $0.1 million and $1.5 million as of December 31, 2019 and December 31, 2018, respectively.
The following is a reconciliation of income taxes at the federal statutory rate with income taxes recorded by the Company for the years ended December 31, 2019, 2018 and 2017:
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|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Tax at U.S. statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State tax provision (a)
|
10.2
|
%
|
|
(8.9
|
)%
|
|
—
|
%
|
Effects of rates different than statutory
|
(2.8
|
)%
|
|
(1.4
|
)%
|
|
—
|
%
|
Change in valuation allowance
|
23.3
|
%
|
|
8.5
|
%
|
|
0.5
|
%
|
Research and development tax credits
|
(4.5
|
)%
|
|
(4.3
|
)%
|
|
(0.8
|
)%
|
Uncertain tax positions
|
(0.8
|
)%
|
|
3.9
|
%
|
|
(2.4
|
)%
|
Permanent differences
|
2.3
|
%
|
|
4.9
|
%
|
|
1.0
|
%
|
Domestic production activities deduction
|
—
|
%
|
|
—
|
%
|
|
(2.0
|
)%
|
Stock compensation
|
(0.6
|
)%
|
|
(5.0
|
)%
|
|
(4.0
|
)%
|
Rate change (b)
|
—
|
%
|
|
—
|
%
|
|
14.6
|
%
|
Foreign derived intangible income deduction (c)
|
—
|
%
|
|
(56.3
|
)%
|
|
—
|
%
|
Amended return benefit
|
(8.4
|
)%
|
|
(49.4
|
)%
|
|
—
|
%
|
Other
|
2.7
|
%
|
|
1.5
|
%
|
|
(0.3
|
)%
|
Total tax provision (benefit)
|
42.4
|
%
|
|
(85.5
|
)%
|
|
41.6
|
%
|
(a) In 2019, we determined that we would not be able to utilize our state deferred tax assets for our parent company in Delaware and Pennsylvania, therefore we put a full valuation allowance on these assets.
(b) In 2017, the inclusion of the revaluation of the deferred tax assets attributable to the TCJA signed into law in December 2017 increased the tax provision by 14.6%.
(c) In 2018, the new Foreign Derived Intangible Income ("FDII") deduction that was enacted as part of the TCJA decreased the tax provision by 56.3%.
Valuation Allowances and Net Operating Losses
We establish a valuation allowance for any portion of our deferred tax assets for which management believes it is more likely than not that we will be unable to utilize the assets to offset future taxes. We believe it is more likely than not that the majority of our state net operating losses and net operating losses in certain subsidiaries in France and the United Kingdom will not be utilized; therefore we have maintained a near full valuation allowance against our state, French and United Kingdom net operating losses as of December 31, 2019. All other deferred tax assets are fully benefited.
Uncertain Income Tax Positions
As of December 31, 2019, 2018 and 2017, we had 4.5 million, 4.4 million and 3.3 million, respectively, of unrecognized tax benefits that, if recognized, would impact the Company's effective tax rate. The total amount of unrecognized tax benefits could change within the next twelve months for a number of reasons including audit settlements, tax examination activities and the recognition and measurement considerations under this guidance.
During 2019, we established a reserve of $0.3 million related to an additional deduction related to the issuance cost of the convertible debt that is recorded through equity.
During 2018, we established a reserve of 1.1 million related to the recognition of the 2006 to 2010 research and development credits and manufacturing deduction credits.
During 2017, we released a reserve of $6.5 million as a result of the IRS Joint Committee issuing a letter ruling in acceptance of the refund claims associated with the domestic production activities deduction and research and development credit. Additionally, we reduced the previously established reserve for the 2016 domestic production activities deduction and research and development credit by 1.6 million. These reductions in reserves were partially offset by the establishment of a 1.0 million reserve related to the 2017 research and development and manufacturing deduction credit, as well an increase for interest and penalty on previously recognized reserves.
The following is a roll forward of our total gross unrecognized tax benefits, which if reversed would impact the effective tax rate, for the fiscal years 2017 through 2019 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Balance as of January 1
|
$
|
4,352
|
|
|
$
|
3,252
|
|
|
$
|
10,397
|
|
Tax positions related to current year:
|
|
|
|
|
|
|
Additions
|
402
|
|
|
73
|
|
|
1,009
|
|
Reductions
|
—
|
|
|
—
|
|
|
—
|
|
Tax positions related to prior years:
|
|
|
|
|
|
Additions
|
34
|
|
|
1,054
|
|
|
—
|
|
Reductions
|
—
|
|
|
(27
|
)
|
|
(1,610
|
)
|
Settlements
|
—
|
|
|
—
|
|
|
(6,544
|
)
|
Lapses in statues of limitations
|
(332
|
)
|
|
—
|
|
|
—
|
|
Balance as of December 31
|
$
|
4,456
|
|
|
$
|
4,352
|
|
|
$
|
3,252
|
|
Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. For certain positions that related to years prior to 2019, we have recorded approximately $0.1 million of accrued interest during 2019 and 2018.
The Company and its subsidiaries are subject to United States federal income tax, foreign income and withholding taxes and income taxes from multiple state jurisdictions. Our federal income tax returns for 2006 to the present, with the exception of 2011 and 2012, are currently open and will not close until the respective statutes of limitations have expired. The statutes of limitations generally expire three years following the filing of the return or in some cases three years following the utilization or expiration of net operating loss carry forwards. The statute of limitations applicable to our open federal returns will expire at the end of 2021. Excluding the Korea Competent Authority Proceeding and the Finland Competent Authority Proceeding described in the section below, specific tax treaty procedures remain open for certain jurisdictions for 2014 to the present. Many of our subsidiaries have filed state income tax returns on a separate company basis. To the extent these subsidiaries have unexpired net operating losses, their related state income tax returns remain open. These returns have been open for varying periods, some exceeding ten years. The total amount of state net operating losses is $1.6 billion. In November 2018, the Company received notice that its 2016 U.S. Federal income tax return will be subject to audit. In February 2020, the Company received a no change letter from the IRS indicating the audit is closed. In December 2018, the
Company received a notice of proposed assessment related to an ongoing audit of its California tax returns for 2013 through 2015. The Company filed a protest to the California assessment in February 2019.
Foreign Taxes
We pay foreign source withholding taxes on patent license royalties when applicable. We apply foreign source withholding tax payments against our United States federal income tax obligations to the extent we have foreign source income to support these credits. In 2019, 2018 and 2017, we paid $18.8 million, $25.1 million and $46.7 million in foreign source withholding taxes, respectively, and applied these payments as credits against our United States federal tax obligation.
Between 2006 and 2019, we paid approximately $177.4 million in foreign taxes to foreign governments that have tax treaties with the U.S., for which we have claimed foreign tax credits against our U.S. tax obligations, and for which the tax treaty procedures are still open. It is possible that as a result of tax treaty procedures, the U.S. government may reach an agreement with the related foreign governments that will result in a partial refund of foreign taxes paid with a related reduction in our foreign tax credits. Due to foreign currency fluctuations, any such agreement could result in foreign currency gain or loss.
On November 8, 2019, the Company received notification that its request for competent authority pertaining to Article 25 (Mutual Agreement Procedure) of the United States-Republic of Finland Income Tax Convention had been reviewed by the IRS and an agreement has been reached (the “Finland Competent Authority Proceeding”). As a result of this agreement, the Company does not anticipate any tax consequences.
On July 24, 2018, the Company received notification that its request for competent authority pertaining to Article 27 (Mutual Agreement 14 Table of Contents Procedure) of the United States-Republic of Korea Income Tax Convention had been reviewed by the IRS and an agreement had been reached (the "Korea Competent Authority Proceeding"). As a result of this agreement, the Company received refunds of $97.4 million, inclusive of interest. In addition, we have recorded a net tax benefit of $14.7 million in our full year 2018. In September 2019 the amended tax returns for tax years covered by this agreement were filed and an additional benefit of $2.2 million was recorded related to the final refund the Company expects to receive.
Basic Earnings Per Share ("EPS") is calculated by dividing net income 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. The following table reconciles the numerator and the denominator of the basic and diluted net income per share computation (in thousands, except for per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
Net income applicable to common shareholders
|
$
|
20,928
|
|
|
$
|
20,928
|
|
|
$
|
65,031
|
|
|
$
|
65,031
|
|
|
$
|
176,220
|
|
|
$
|
176,220
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding: Basic
|
31,546
|
|
|
31,546
|
|
|
34,491
|
|
|
34,491
|
|
|
34,605
|
|
|
34,605
|
|
Dilutive effect of stock options, RSUs and convertible securities
|
|
|
239
|
|
|
|
|
816
|
|
|
|
|
1,174
|
|
Weighted-average shares outstanding: Diluted
|
|
|
31,785
|
|
|
|
|
35,307
|
|
|
|
|
35,779
|
|
Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
Net income: Basic
|
$
|
0.66
|
|
|
0.66
|
|
|
$
|
1.89
|
|
|
1.89
|
|
|
$
|
5.09
|
|
|
5.09
|
|
Dilutive effect of stock options, RSUs and convertible securities
|
|
|
—
|
|
|
|
|
(0.05
|
)
|
|
|
|
(0.16
|
)
|
Net income: Diluted
|
|
|
$
|
0.66
|
|
|
|
|
$
|
1.84
|
|
|
|
|
$
|
4.93
|
|
Certain shares of common stock issuable upon the exercise or conversion of certain securities have been excluded from our computation of earnings per share because the strike price or conversion rate, as applicable, of such securities was greater than the average market price of our common stock for the years ended December 31, 2019, 2018 and 2017, as
applicable, 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 earnings per share for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
2019
|
|
2018
|
|
2017
|
Restricted stock units and stock options
|
|
128
|
|
|
25
|
|
|
19
|
|
Convertible securities
|
|
5,495
|
|
|
—
|
|
|
—
|
|
Warrants
|
|
5,495
|
|
|
4,404
|
|
|
—
|
|
Total
|
|
11,118
|
|
|
4,429
|
|
|
19
|
|
Repurchase of Common Stock
In June 2014, our Board of Directors authorized a $300 million share repurchase program (the “2014 Repurchase Program”). In June 2015, September 2017, December 2018, and May 2019, our Board of Directors authorized four $100 million increases to the program, respectively, bringing the total amount of the 2014 Repurchase Program to $700 million. The Company may repurchase shares under the 2014 Repurchase Program through open market purchases, pre-arranged trading plans or privately negotiated purchases.
The table below sets forth the total number of shares repurchased and the dollar value of shares repurchased under the 2014 Repurchase Program (in thousands). As of December 31, 2019, there was approximately $71.8 million remaining under the stock repurchase authorization.
|
|
|
|
|
|
|
|
|
2014 Repurchase Program
|
|
# of Shares
|
|
Value
|
2019
|
2,962
|
|
|
$
|
196,269
|
|
2018
|
1,478
|
|
|
110,505
|
|
2017
|
107
|
|
|
7,693
|
|
2016
|
1,304
|
|
|
64,685
|
|
2015
|
1,836
|
|
|
96,410
|
|
2014
|
3,554
|
|
|
152,625
|
|
Total
|
11,241
|
|
|
$
|
628,187
|
|
Dividends
Cash dividends on outstanding common stock declared in 2019 and 2018 were as follows (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
Per Share
|
|
Total
|
|
Cumulative by Fiscal Year
|
First quarter
|
$
|
0.35
|
|
|
$
|
11,180
|
|
|
$
|
11,180
|
|
Second quarter
|
0.35
|
|
|
10,895
|
|
|
22,075
|
|
Third quarter
|
0.35
|
|
|
10,897
|
|
|
32,972
|
|
Fourth quarter
|
0.35
|
|
|
10,746
|
|
|
43,718
|
|
|
$
|
1.40
|
|
|
$
|
43,718
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
|
|
|
First quarter
|
$
|
0.35
|
|
|
$
|
12,124
|
|
|
$
|
12,124
|
|
Second quarter
|
0.35
|
|
|
12,192
|
|
|
24,316
|
|
Third quarter
|
0.35
|
|
|
11,996
|
|
|
36,312
|
|
Fourth quarter
|
0.35
|
|
|
11,610
|
|
|
47,922
|
|
|
$
|
1.40
|
|
|
$
|
47,922
|
|
|
|
In September 2017, we announced that our Board of Directors had approved an increase in the Company’s quarterly cash dividend to $0.35 per share. We currently expect to continue to pay dividends comparable to our quarterly $0.35 per share cash dividend in the future; however, continued payment of cash dividends and changes in the Company's dividend policy will depend on the Company's earnings, financial condition, capital resources and capital requirements, alternative uses of capital, restrictions imposed by any existing debt, economic conditions and other factors considered relevant by our Board of Directors.
17. LEASES
In February 2016, the FASB issued ASC 842, which outlines a comprehensive change to the lease accounting model and supersedes prior lease guidance ("ASC 840"). The new guidance requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than 12 months, and also changes the definition of a lease and expands the disclosure requirements of lease arrangements.
The Company adopted this guidance on January 1, 2019 using the modified retrospective transition effective date method. As part of that adoption, we have elected the package of three practical expedients, which includes the following: an entity may elect not to reassess whether expired or existing contracts contain a lease under the revised definition of a lease; an entity may elect not to reassess the lease classification for expired or existing leases; and an entity may elect not to reassess whether previously capitalized initial direct costs would qualify for capitalization. The Company has elected not to utilize the hindsight expedient in determining the lease term, and to not record leases with an initial term of 12 months or less on our balance sheet. Additionally, the Company has elected to account for lease components and non-lease components as a single lease component for all asset classes. Lease expense is recognized over the expected term on a straight-line basis. The adoption did not have a material impact on the Company's condensed consolidated statements of income or cash flows.
The Company enters into operating leases primarily for real estate to support research and development ("R&D") sites and general office space in North America, with additional locations in Europe and Asia. The Company does not currently have any finance leases. Certain of our leases include options to extend the lease at our discretion at the end of the lease term, or terminate the lease early subject to certain conditions and penalties. We do not include any renewal options in our lease terms for calculating our lease liabilities, as the renewal options allow us to maintain operational flexibility and we are not reasonably certain we will exercise these options.
At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the specific facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable, and, as such, the Company utilizes its incremental borrowing rate as the discount rate based on information available on the lease commencement date. Our incremental borrowing rate represents the rate we would incur to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. We utilized the incremental borrowing rate as of January 1, 2019, our adoption date, for operating leases that commenced prior to that date. Upon our adoption of ASU 2016-02, the Company recorded the following operating lease right-of-use assets and operating lease liabilities as of January 1, 2019. Additionally, the table below includes the balances of operating lease right-of-use assets and operating lease liabilities as of December 31, 2019 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Classification
|
|
January 1, 2019
|
|
December 31, 2019
|
Assets
|
|
|
|
|
|
Operating lease right-of-use assets, net
|
Other Non-current Assets
|
|
$
|
13,634
|
|
|
$
|
24,513
|
|
Total Lease Assets
|
|
|
$
|
13,634
|
|
|
$
|
24,513
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Operating lease liabilities - Current
|
Other Accrued Expenses
|
|
$
|
3,519
|
|
|
$
|
3,437
|
|
Operating lease liabilities - Noncurrent
|
Other Long-Term Liabilities
|
|
13,652
|
|
|
24,142
|
|
Total Lease Liabilities
|
|
|
$
|
17,171
|
|
|
$
|
27,579
|
|
The components of lease costs which were included within operating expenses in our consolidated statement of income were as follows (in thousands):
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2019
|
Operating lease cost
|
$
|
4,776
|
|
Short-term lease cost
|
925
|
|
Variable lease cost
|
1,502
|
|
For the year ended December 31, 2019, sublease income was insignificant. Cash paid for amounts included in the measurement of operating lease liabilities for the year ended December 31, 2019 was $5.2 million and was included in net cash provided by operating activities in our consolidated statement of cash flows. Operating lease right-of-use assets obtained in exchange for operating lease obligations totaled $14.4 million during the year ended December 31, 2019. As of December 31, 2019, the weighted average remaining operating lease term was 7.1 years and the weighted average discount rate used to determine the operating lease liabilities was 5.8%.
The maturities of our operating lease liabilities as of December 31, 2019 under ASC 842, excluding short-term leases with terms less than 12 months, were as follows (in thousands):
|
|
|
|
|
Maturity of Operating Lease Liabilities
|
December 31, 2019
|
2020
|
$
|
3,296
|
|
2021
|
5,311
|
|
2022
|
5,341
|
|
2023
|
4,605
|
|
2024
|
4,409
|
|
Thereafter
|
11,355
|
|
Total lease payments
|
$
|
34,317
|
|
Less: Imputed interest
|
(6,738
|
)
|
Present value of lease liabilities
|
$
|
27,579
|
|
The undiscounted maturities of our operating leases as of December 31, 2018 under ASC 840, including short-term leases with terms less than 12 months, were as follows (in thousands):
|
|
|
|
|
Maturity of Operating Leases
|
December 31, 2018
|
2019
|
$
|
5,362
|
|
2020
|
3,386
|
|
2021
|
2,883
|
|
2022
|
2,920
|
|
2023
|
2,184
|
|
Thereafter
|
5,582
|
|
|
|
18.
|
OTHER INCOME (EXPENSE), NET
|
The amounts included in "Other Income (Expense), Net" in the consolidated statements of income for the year ended December 31, 2019, 2018 and 2017 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
2019
|
|
2018
|
|
2017
|
Interest and investment income
|
14,991
|
|
|
14,590
|
|
|
8,488
|
|
Gain on asset acquisition and sale of business
|
22,690
|
|
|
—
|
|
|
—
|
|
Loss on extinguishment of long-term debt
|
(5,488
|
)
|
|
—
|
|
|
—
|
|
Other
|
(3,131
|
)
|
|
(9,171
|
)
|
|
252
|
|
Other income (expense), net
|
$
|
29,062
|
|
|
$
|
5,419
|
|
|
$
|
8,740
|
|
Refer to Note 5, "Business Combinations and Other Transactions," for further information regarding the $14.2 million gain resulting from the R&I Acquisition and the $8.5 million gain on sale of our Hillcrest product business. Refer to Note 10, "Obligations," for further information on the $5.5 million loss on extinguishment of long-term debt recognized during the year ended December 31, 2019.
During the year ended December 31, 2019, we recognized a net loss of $2.6 million resulting from the partial impairment of one of our strategic investments partially offset by a gain on sale of a separate strategic investment. During the year ended December 31, 2018, we recognized an aggregate $8.4 million loss resulting from the sale of our entire ownership interest in one of our strategic investments and the impairment of a separate strategic investment. These items are included in the "Other" caption in the table above.
|
|
19.
|
SELECTED QUARTERLY RESULTS (UNAUDITED)
|
The table below presents quarterly data for the years ended December 31, 2019 and 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share amounts, unaudited)
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (a)
|
$
|
68,631
|
|
|
$
|
75,609
|
|
|
$
|
72,523
|
|
|
$
|
102,161
|
|
Net income applicable to InterDigital, Inc.'s common shareholders
|
$
|
(2,803
|
)
|
|
$
|
7,743
|
|
|
$
|
2,234
|
|
|
$
|
13,754
|
|
Net income per common share — basic
|
$
|
(0.09
|
)
|
|
$
|
0.25
|
|
|
$
|
0.07
|
|
|
$
|
0.44
|
|
Net income per common share — diluted
|
$
|
(0.09
|
)
|
|
$
|
0.24
|
|
|
$
|
0.07
|
|
|
$
|
0.44
|
|
2018
|
First
|
|
Second
|
|
Third
|
|
Fourth(c)
|
Revenues (b)
|
$
|
87,444
|
|
|
$
|
69,555
|
|
|
$
|
75,079
|
|
|
$
|
75,326
|
|
Net income applicable to InterDigital, Inc.'s common shareholders
|
$
|
30,230
|
|
|
$
|
10,966
|
|
|
$
|
21,752
|
|
|
$
|
2,083
|
|
Net income per common share — basic
|
$
|
0.87
|
|
|
$
|
0.32
|
|
|
$
|
0.63
|
|
|
$
|
0.06
|
|
Net income per common share — diluted
|
$
|
0.85
|
|
|
$
|
0.31
|
|
|
$
|
0.61
|
|
|
$
|
0.06
|
|
|
|
(a)
|
In 2019, we recognized $19.8 million of non-current patent royalties primarily attributable to the Funai, ZTE Corporation, and Innovius LLC patent license agreements, all of which were signed in fourth quarter 2019.
|
(b) In 2018, we recognized $26.3 million of non-current patent royalties primarily attributable to the Kyocera and Signal Trust for Wireless Innovation patent license agreements, both signed in first quarter 2018.
(c) Fourth quarter 2018 amounts have been revised due to the revision to noncontrolling interest that is discussed further in Note 21, “Revision to Noncontrolling Interest.” As reported amounts for net income applicable to InterDigital, Inc’s common shareholders, net income per common share - basic, and net income per common share - diluted for fourth quarter 2018 were $1,830, $0.05, and $0.05, respectively.
|
|
20.
|
VARIABLE INTEREST ENTITIES
|
As further discussed below, we are the primary beneficiary of three variable interest entities. As of December 31, 2019, the combined book values of the assets and liabilities associated with these variable interest entities included in our consolidated balance sheet were $60.6 million and $5.4 million, respectively. Assets included $18.5 million of cash and cash equivalents, $1.7 million of accounts receivable and prepaid assets, $39.3 million of patents, net, and $1.3 million of other non-current assets. As of December 31, 2018, the combined book values of the assets and liabilities associated with these variable interest entities included in our consolidated balance sheet were $29.9 million and $6.1 million, respectively. Assets included $11.7 million of cash and cash equivalents, $1.3 million of accounts receivable, $14.4 million of patents, net, and $2.5 million of other non-current assets.
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 will consolidate Chordant. For the year ended December 31, 2019, we have allocated approximately $1.5 million of Chordant's net loss to noncontrolling interests held by other parties.
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 are the primary beneficiary for accounting purposes and will continue to consolidate Convida Wireless. For the years ended December 31, 2019, 2018 and 2017, we have allocated approximately $4.5 million, $5.6 million and $5.5 million, respectively, of Convida Wireless' net loss to noncontrolling interests held by other parties.
Signal Trust for Wireless Innovation
During 2013, we announced the establishment of the Signal Trust for Wireless Innovation (the “Signal Trust”), the goal of which is to monetize a large InterDigital patent portfolio related to cellular infrastructure.
The more than 500 patents and patent applications transferred from InterDigital to the Signal Trust focus primarily on 3G and LTE technologies, and were developed by InterDigital's engineers and researchers over more than a decade, with a number of the innovations contributing to the worldwide standards process.
InterDigital is the primary beneficiary of the Signal Trust. The distributions from the Signal Trust will support continued research related to cellular wireless technologies. A small portion of the proceeds from the Signal Trust will be used to fund, through the Signal Foundation for Wireless Innovation, scholarly analysis of intellectual property rights and the technological, commercial and creative innovations they facilitate.
The Signal Trust is a variable interest entity. Based on the terms of the trust agreement, we have determined that we are the primary beneficiary for accounting purposes and must consolidate the Signal Trust.
21. REVISION TO NONCONTROLLING INTEREST
As discussed in Note 1, "Background and Basis of Presentation," we revised our prior period presentation of noncontrolling interest. The following tables present the effect of the revision on the consolidated statements of income, statements of comprehensive income, balance sheets and statements of shareholders' equity (in thousands, except per share data). The correction of this error has no impact to the previously reported consolidated statements of cash flows for any periods.
|
|
|
|
|
Statements of Income and Statements of Comprehensive Income Impact
|
|
Year Ended
|
|
December 31,
|
December 31,
|
|
2017
|
2018
|
Net loss attributable to noncontrolling interest - As Reported
|
$3,579
|
$4,393
|
Net loss attributable to noncontrolling interest - As Revised
|
$5,506
|
$5,556
|
|
|
|
Net income attributable to InterDigital, Inc. - As Reported
|
$174,293
|
$63,868
|
Net income attributable to InterDigital, Inc. - As Revised
|
$176,220
|
$65,031
|
|
|
|
Net income per common share, Basic - As Reported
|
$5.04
|
$1.85
|
Net income per common share, Basic - As Revised
|
$5.09
|
$1.89
|
|
|
|
Net income per common share, Diluted - As Reported
|
$4.87
|
$1.81
|
Net income per common share, Diluted - As Revised
|
$4.93
|
$1.84
|
|
|
|
Total comprehensive income attributable to InterDigital, Inc. - As Reported
|
$172,724
|
$63,929
|
Total comprehensive income attributable to InterDigital, Inc. - As Revised
|
$174,651
|
$65,092
|
|
|
|
|
|
|
Balance Sheets and Statements of Shareholders' Equity Impact
|
|
December 31,
|
December 31,
|
December 31,
|
|
2016
|
2017
|
2018
|
Retained earnings - As Reported
|
$1,120,766
|
$1,249,091
|
$1,426,266
|
Retained earnings - As Revised
|
$1,127,380
|
$1,257,632
|
$1,435,970
|
|
|
|
|
Total InterDigital, Inc. shareholders’ equity - As Reported
|
$739,709
|
$855,267
|
$927,025
|
Total InterDigital, Inc. shareholders’ equity - As Revised
|
$746,323
|
$863,808
|
$936,729
|
|
|
|
|
Noncontrolling interest - As Reported
|
$14,659
|
$17,881
|
$10,988
|
Noncontrolling interest - As Revised
|
$8,045
|
$9,340
|
$1,284
|
|
|
|
|
Total equity - As Reported
|
$754,368
|
$873,148
|
$938,013
|
Total equity - As Revised
|
$754,368
|
$873,148
|
$938,013
|