000140549512/312022Q1falsehttp://fasb.org/us-gaap/2021-01-31#AccountingStandardsUpdate202006Member3111100014054952022-01-012022-03-3100014054952022-05-03xbrli:shares00014054952022-03-31iso4217:USD00014054952021-12-31iso4217:USDxbrli:shares0001405495idcc:PatentLicensingRoyaltiesMember2022-01-012022-03-310001405495idcc:PatentLicensingRoyaltiesMember2021-01-012021-03-310001405495idcc:TechnologySolutionsMember2022-01-012022-03-310001405495idcc:TechnologySolutionsMember2021-01-012021-03-3100014054952021-01-012021-03-310001405495us-gaap:CommonStockMember2020-12-310001405495us-gaap:AdditionalPaidInCapitalMember2020-12-310001405495us-gaap:RetainedEarningsMember2020-12-310001405495us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001405495us-gaap:TreasuryStockMember2020-12-310001405495us-gaap:NoncontrollingInterestMember2020-12-3100014054952020-12-310001405495srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AdditionalPaidInCapitalMember2020-12-310001405495us-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-12-310001405495srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-12-310001405495us-gaap:RetainedEarningsMember2021-01-012021-03-310001405495us-gaap:NoncontrollingInterestMember2021-01-012021-03-310001405495us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-03-310001405495us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001405495us-gaap:CommonStockMember2021-01-012021-03-310001405495us-gaap:TreasuryStockMember2021-01-012021-03-310001405495us-gaap:CommonStockMember2021-03-310001405495us-gaap:AdditionalPaidInCapitalMember2021-03-310001405495us-gaap:RetainedEarningsMember2021-03-310001405495us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-310001405495us-gaap:TreasuryStockMember2021-03-310001405495us-gaap:NoncontrollingInterestMember2021-03-3100014054952021-03-310001405495us-gaap:CommonStockMember2021-12-310001405495us-gaap:AdditionalPaidInCapitalMember2021-12-310001405495us-gaap:RetainedEarningsMember2021-12-310001405495us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001405495us-gaap:TreasuryStockMember2021-12-310001405495us-gaap:NoncontrollingInterestMember2021-12-310001405495us-gaap:RetainedEarningsMember2022-01-012022-03-310001405495us-gaap:NoncontrollingInterestMember2022-01-012022-03-310001405495us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-03-310001405495us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-310001405495us-gaap:CommonStockMember2022-01-012022-03-310001405495us-gaap:CommonStockMember2022-03-310001405495us-gaap:AdditionalPaidInCapitalMember2022-03-310001405495us-gaap:RetainedEarningsMember2022-03-310001405495us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-03-310001405495us-gaap:TreasuryStockMember2022-03-310001405495us-gaap:NoncontrollingInterestMember2022-03-31idcc:segment0001405495us-gaap:AccountingStandardsUpdate202006Memberus-gaap:ConvertibleDebtMember2021-12-310001405495us-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate202006Member2021-12-310001405495srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate202006Memberus-gaap:AdditionalPaidInCapitalMember2021-12-310001405495idcc:VariablePriceContractMember2022-01-012022-03-310001405495idcc:VariablePriceContractMember2021-01-012021-03-31xbrli:pure0001405495us-gaap:FixedPriceContractMember2022-01-012022-03-310001405495us-gaap:FixedPriceContractMember2021-01-012021-03-310001405495us-gaap:ShortTermContractWithCustomerMemberidcc:PatentLicensingRoyaltiesMember2022-01-012022-03-310001405495us-gaap:ShortTermContractWithCustomerMemberidcc:PatentLicensingRoyaltiesMember2021-01-012021-03-310001405495us-gaap:LongTermContractWithCustomerMemberidcc:PatentLicensingRoyaltiesMember2022-01-012022-03-310001405495us-gaap:LongTermContractWithCustomerMemberidcc:PatentLicensingRoyaltiesMember2021-01-012021-03-3100014054952022-04-012022-03-3100014054952023-01-012022-03-3100014054952024-01-012022-03-3100014054952025-01-012022-03-3100014054952026-01-012022-03-3100014054952027-01-012022-03-310001405495us-gaap:ForeignCountryMember2022-01-012022-03-310001405495us-gaap:ForeignCountryMember2021-01-012021-03-310001405495idcc:RestrictedStockUnitsRSUsAndShareBasedPaymentArrangementOptionMember2022-01-012022-03-310001405495idcc:RestrictedStockUnitsRSUsAndShareBasedPaymentArrangementOptionMember2021-01-012021-03-310001405495us-gaap:WarrantMember2022-01-012022-03-310001405495us-gaap:WarrantMember2021-01-012021-03-310001405495us-gaap:PendingLitigationMemberidcc:U.K.ProceedingsMember2019-08-27idcc:patent0001405495idcc:DistrictOfDelawareProceedingsMemberus-gaap:PendingLitigationMember2019-08-280001405495us-gaap:PendingLitigationMemberidcc:GermanProceedingsMember2021-12-20idcc:claim0001405495idcc:GermanProceedingsMunichDistrictCourtMemberus-gaap:PendingLitigationMember2021-12-200001405495idcc:FiveLargestLicenseesMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMember2022-01-012022-03-310001405495idcc:FiveLargestLicenseesMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:AccountsReceivableMember2021-01-012021-12-310001405495idcc:MoneyMarketFundsAndDemandDepositsMemberus-gaap:FairValueInputsLevel1Member2022-03-310001405495idcc:MoneyMarketFundsAndDemandDepositsMemberus-gaap:FairValueInputsLevel2Member2022-03-310001405495us-gaap:FairValueInputsLevel3Memberidcc:MoneyMarketFundsAndDemandDepositsMember2022-03-310001405495idcc:MoneyMarketFundsAndDemandDepositsMember2022-03-310001405495us-gaap:CommercialPaperMemberus-gaap:FairValueInputsLevel1Member2022-03-310001405495us-gaap:CommercialPaperMemberus-gaap:FairValueInputsLevel2Member2022-03-310001405495us-gaap:CommercialPaperMemberus-gaap:FairValueInputsLevel3Member2022-03-310001405495us-gaap:CommercialPaperMember2022-03-310001405495us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel1Member2022-03-310001405495us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel2Member2022-03-310001405495us-gaap:FairValueInputsLevel3Memberus-gaap:USTreasuryAndGovernmentMember2022-03-310001405495us-gaap:USTreasuryAndGovernmentMember2022-03-310001405495idcc:CorporateBondsAndAssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel1Member2022-03-310001405495idcc:CorporateBondsAndAssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2022-03-310001405495idcc:CorporateBondsAndAssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel3Member2022-03-310001405495idcc:CorporateBondsAndAssetBackedSecuritiesMember2022-03-310001405495us-gaap:FairValueInputsLevel1Member2022-03-310001405495us-gaap:FairValueInputsLevel2Member2022-03-310001405495us-gaap:FairValueInputsLevel3Member2022-03-310001405495idcc:MoneyMarketFundsAndDemandDepositsMemberus-gaap:FairValueInputsLevel1Member2021-12-310001405495idcc:MoneyMarketFundsAndDemandDepositsMemberus-gaap:FairValueInputsLevel2Member2021-12-310001405495us-gaap:FairValueInputsLevel3Memberidcc:MoneyMarketFundsAndDemandDepositsMember2021-12-310001405495idcc:MoneyMarketFundsAndDemandDepositsMember2021-12-310001405495us-gaap:CommercialPaperMemberus-gaap:FairValueInputsLevel1Member2021-12-310001405495us-gaap:CommercialPaperMemberus-gaap:FairValueInputsLevel2Member2021-12-310001405495us-gaap:CommercialPaperMemberus-gaap:FairValueInputsLevel3Member2021-12-310001405495us-gaap:CommercialPaperMember2021-12-310001405495us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel1Member2021-12-310001405495us-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel2Member2021-12-310001405495us-gaap:FairValueInputsLevel3Memberus-gaap:USTreasuryAndGovernmentMember2021-12-310001405495us-gaap:USTreasuryAndGovernmentMember2021-12-310001405495idcc:CorporateBondsAndAssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel1Member2021-12-310001405495idcc:CorporateBondsAndAssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Member2021-12-310001405495idcc:CorporateBondsAndAssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel3Member2021-12-310001405495idcc:CorporateBondsAndAssetBackedSecuritiesMember2021-12-310001405495us-gaap:FairValueInputsLevel1Member2021-12-310001405495us-gaap:FairValueInputsLevel2Member2021-12-310001405495us-gaap:FairValueInputsLevel3Member2021-12-3100014054952021-10-012021-12-310001405495us-gaap:ConvertibleDebtMember2022-03-310001405495us-gaap:ConvertibleDebtMember2021-12-310001405495idcc:TechnicolorPatentAcquisitionMember2022-03-310001405495idcc:TechnicolorPatentAcquisitionMember2021-12-310001405495idcc:TechnicolorPatentAcquisitionMember2022-01-012022-03-310001405495idcc:TechnicolorPatentAcquisitionMember2021-01-012021-03-310001405495idcc:ConvertibleNotes2024Memberus-gaap:ConvertibleDebtMember2019-06-030001405495idcc:ConvertibleNotes2024Memberus-gaap:ConvertibleDebtMember2019-06-032019-06-030001405495idcc:ConvertibleNotes2024Memberus-gaap:ConvertibleDebtMember2022-03-310001405495idcc:ConvertibleNotes2024Memberus-gaap:ConvertibleDebtMember2020-01-012020-12-310001405495idcc:ConvertibleNotes2024Memberus-gaap:ConvertibleDebtMember2019-05-3100014054952019-05-310001405495idcc:ConvertibleNotes2024Memberus-gaap:ConvertibleDebtMember2022-01-012022-03-310001405495idcc:ConvertibleNotes2024Memberus-gaap:ConvertibleDebtMember2021-01-012021-03-310001405495idcc:ConvertibleNotes2020Memberus-gaap:ConvertibleDebtMember2021-01-012021-03-310001405495idcc:TechnicolorPatentAcquisitionMember2019-05-310001405495us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2022-01-012022-03-31idcc:entity0001405495us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2022-03-310001405495us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2021-12-310001405495idcc:ChordantMember2022-01-012022-03-310001405495idcc:ChordantMember2021-01-012021-03-310001405495idcc:ConvidaMember2022-01-012022-03-310001405495idcc:OtherPartiesMember2021-01-012021-03-310001405495srt:ScenarioPreviouslyReportedMember2021-12-310001405495srt:MinimumMember2022-03-310001405495srt:MaximumMember2022-03-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
|
|
|
|
|
|
|
|
|
☑ |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For
the quarterly period ended March 31, 2022
OR
|
|
|
|
|
|
|
|
|
☐ |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission File Number 1-33579
INTERDIGITAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
|
|
|
|
|
Pennsylvania |
|
82-4936666 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
200 Bellevue Parkway, Suite 300, Wilmington, DE
19809-3727
(Address of Principal Executive Offices and Zip Code)
(302) 281-3600
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange
Act:
|
|
|
|
|
|
|
|
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
IDCC |
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports); and (2) has been subject to such filing
requirements for the past 90 days. Yes
☑
No
☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required
to submit such files). Yes
☑
No
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
|
|
|
|
|
Large accelerated filer |
☑ |
Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
Emerging growth company
|
☐ |
|
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
o
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
þ
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable
date.
|
|
|
|
|
|
Common Stock, par value $0.01 per share |
30,870,021 |
Title of Class |
Outstanding at May 3, 2022 |
INDEX
InterDigital®
is a registered trademark of InterDigital, Inc. All other
trademarks, service marks and/or trade names appearing in this
Quarterly Report on Form 10-Q are the property of their respective
holders.
PART I — FINANCIAL INFORMATION
Item 1.
FINANCIAL STATEMENTS
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
MARCH 31,
2022 |
|
DECEMBER 31,
2021 |
ASSETS |
|
|
|
CURRENT ASSETS: |
|
|
|
Cash and cash equivalents |
$ |
783,016 |
|
|
$ |
706,282 |
|
Short-term investments |
116,204 |
|
|
235,345 |
|
Accounts receivable, less allowances of $322 and $322
|
23,638 |
|
|
31,113 |
|
Prepaid and other current assets |
78,355 |
|
|
77,545 |
|
Total current assets |
1,001,213 |
|
|
1,050,285 |
|
PROPERTY AND EQUIPMENT, NET |
12,315 |
|
|
13,377 |
|
PATENTS, NET |
382,286 |
|
|
363,585 |
|
DEFERRED TAX ASSETS |
95,998 |
|
|
98,408 |
|
OTHER NON-CURRENT ASSETS, NET |
104,215 |
|
|
102,501 |
|
Total non-current assets |
594,814 |
|
|
577,871 |
|
TOTAL ASSETS |
$ |
1,596,027 |
|
|
$ |
1,628,156 |
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY |
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
Accounts payable |
$ |
6,013 |
|
|
$ |
7,155 |
|
Accrued compensation and related expenses |
20,754 |
|
|
32,638 |
|
Deferred revenue |
238,626 |
|
|
291,673 |
|
|
|
|
|
Dividends payable |
10,803 |
|
|
10,741 |
|
Other accrued expenses |
32,416 |
|
|
29,354 |
|
Total current liabilities |
308,612 |
|
|
371,561 |
|
LONG-TERM DEBT |
424,100 |
|
|
422,745 |
|
LONG-TERM DEFERRED REVENUE |
51,869 |
|
|
19,463 |
|
OTHER LONG-TERM LIABILITIES |
50,780 |
|
|
61,470 |
|
TOTAL LIABILITIES |
835,361 |
|
|
875,239 |
|
COMMITMENTS
AND CONTINGENCIES |
|
|
|
SHAREHOLDERS’ EQUITY: |
|
|
|
Preferred Stock, $0.10 par value, 14,399 shares authorized, 0
shares issued and outstanding
|
— |
|
|
— |
|
Common Stock, $0.01 par value, 100,000 shares authorized, 71,883
and 71,720 shares issued and 30,852 and 30,689 shares
outstanding
|
718 |
|
|
717 |
|
Additional paid-in capital |
715,342 |
|
|
713,599 |
|
Retained earnings |
1,448,138 |
|
|
1,441,105 |
|
Accumulated other comprehensive loss |
(881) |
|
|
(571) |
|
|
2,163,317 |
|
|
2,154,850 |
|
Treasury stock, 41,031 and 41,031 shares of common stock held at
cost
|
1,409,611 |
|
|
1,409,611 |
|
Total InterDigital, Inc. shareholders’ equity |
753,706 |
|
|
745,239 |
|
Noncontrolling interest |
6,960 |
|
|
7,678 |
|
Total equity |
760,666 |
|
|
752,917 |
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ |
1,596,027 |
|
|
$ |
1,628,156 |
|
The accompanying notes are an integral part of these
statements.
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
REVENUES: |
|
|
|
|
|
|
|
|
Patent licensing royalties |
$ |
101,079 |
|
|
$ |
80,173 |
|
|
|
|
|
|
Technology solutions |
239 |
|
|
2,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue |
101,318 |
|
|
82,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
Patent administration and licensing |
42,095 |
|
|
36,574 |
|
|
|
|
|
|
Development |
17,612 |
|
|
22,583 |
|
|
|
|
|
|
Selling, general and administrative |
10,884 |
|
|
11,217 |
|
|
|
|
|
|
Restructuring activities |
542 |
|
|
— |
|
|
|
|
|
|
Total Operating expenses |
71,133 |
|
|
70,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
30,185 |
|
|
11,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE |
(5,515) |
|
|
(6,990) |
|
|
|
|
|
|
OTHER (EXPENSE) INCOME, NET |
(1,005) |
|
|
724 |
|
|
|
|
|
|
Income before income taxes |
23,665 |
|
|
5,723 |
|
|
|
|
|
|
INCOME TAX PROVISION |
(5,961) |
|
|
(1,765) |
|
|
|
|
|
|
NET INCOME |
$ |
17,704 |
|
|
$ |
3,958 |
|
|
|
|
|
|
Net loss attributable to noncontrolling interest |
(290) |
|
|
(1,613) |
|
|
|
|
|
|
NET INCOME ATTRIBUTABLE TO INTERDIGITAL, INC. |
$ |
17,994 |
|
|
$ |
5,571 |
|
|
|
|
|
|
NET INCOME PER COMMON SHARE — BASIC |
$ |
0.59 |
|
|
$ |
0.18 |
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING —
BASIC |
30,703 |
|
|
30,836 |
|
|
|
|
|
|
NET INCOME PER COMMON SHARE — DILUTED |
$ |
0.58 |
|
|
$ |
0.18 |
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING —
DILUTED |
31,275 |
|
|
31,195 |
|
|
|
|
|
|
The accompanying notes are an integral part of these
statements.
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Net income |
$ |
17,704 |
|
|
$ |
3,958 |
|
|
|
|
|
Unrealized loss on investments, net of tax |
(310) |
|
|
(70) |
|
|
|
|
|
Comprehensive income |
$ |
17,394 |
|
|
$ |
3,888 |
|
|
|
|
|
Comprehensive loss attributable to noncontrolling
interest |
(290) |
|
|
(1,613) |
|
|
|
|
|
Total comprehensive income attributable to InterDigital,
Inc. |
$ |
17,684 |
|
|
$ |
5,501 |
|
|
|
|
|
The accompanying notes are an integral part of these
statements.
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS'
EQUITY
(in thousands, except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional
Paid-In Capital |
|
Retained Earnings |
|
Accumulated
Other
Comprehensive
Loss |
|
Treasury Stock |
|
Non-Controlling
Interest |
|
Total
Shareholders'
Equity |
|
Shares |
|
Amount |
|
|
|
|
Shares |
|
Amount |
|
BALANCE, DECEMBER 31, 2020
|
71,389 |
|
|
$ |
714 |
|
|
$ |
738,481 |
|
|
$ |
1,413,969 |
|
|
$ |
(184) |
|
|
40,573 |
|
|
$ |
(1,379,611) |
|
|
$ |
23,197 |
|
|
$ |
796,566 |
|
Adjustment to Retained Earnings related to adoption of ASU
2020-06 |
— |
|
|
— |
|
|
(55,349) |
|
|
15,587 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(39,762) |
|
Net income attributable to InterDigital, Inc. |
— |
|
|
— |
|
|
— |
|
|
5,571 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,571 |
|
Net loss attributable to noncontrolling interest |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,613) |
|
|
(1,613) |
|
Noncontrolling interest distribution |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,109) |
|
|
(1,109) |
|
Net change in unrealized loss on short-term investments |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(70) |
|
|
— |
|
|
— |
|
|
— |
|
|
(70) |
|
Dividends declared ($0.35 per share)
|
— |
|
|
— |
|
|
210 |
|
|
(10,976) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,766) |
|
Exercise of common stock options |
32 |
|
|
— |
|
|
737 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
737 |
|
Issuance of common stock, net |
55 |
|
|
— |
|
|
(2,962) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,962) |
|
Amortization of unearned compensation |
— |
|
|
— |
|
|
2,153 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,153 |
|
Repurchase of common stock |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
91 |
|
|
(5,750) |
|
|
— |
|
|
(5,750) |
|
BALANCE, MARCH 31, 2021
|
71,476 |
|
|
$ |
714 |
|
|
$ |
683,270 |
|
|
$ |
1,424,151 |
|
|
$ |
(254) |
|
|
40,664 |
|
|
$ |
(1,385,361) |
|
|
$ |
20,475 |
|
|
$ |
742,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional
Paid-In Capital |
|
Retained Earnings |
|
Accumulated
Other
Comprehensive
Loss |
|
Treasury Stock |
|
Non-Controlling
Interest |
|
Total
Shareholders'
Equity |
|
Shares |
|
Amount |
|
|
|
|
Shares |
|
Amount |
|
BALANCE, DECEMBER 31, 2021 |
71,720 |
|
|
$ |
717 |
|
|
$ |
713,599 |
|
|
$ |
1,441,105 |
|
|
$ |
(571) |
|
|
41,031 |
|
|
$ |
(1,409,611) |
|
|
$ |
7,678 |
|
|
$ |
752,917 |
|
Net income attributable to InterDigital, Inc. |
— |
|
|
— |
|
|
— |
|
|
17,994 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,994 |
|
Net loss attributable to noncontrolling interest |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(290) |
|
|
(290) |
|
Noncontrolling interest distribution |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,928) |
|
|
(1,928) |
|
Noncontrolling interest contribution |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,500 |
|
|
1,500 |
|
Net change in unrealized loss on short-term investments |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(310) |
|
|
— |
|
|
— |
|
|
— |
|
|
(310) |
|
Dividends declared ($0.35 per share)
|
— |
|
|
— |
|
|
158 |
|
|
(10,961) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(10,803) |
|
Exercise of common stock options |
24 |
|
|
— |
|
|
1,226 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,226 |
|
Issuance of common stock, net |
139 |
|
|
1 |
|
|
(5,027) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(5,026) |
|
Amortization of unearned compensation |
— |
|
|
— |
|
|
5,386 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE, MARCH 31, 2022
|
71,883 |
|
|
$ |
718 |
|
|
$ |
715,342 |
|
|
$ |
1,448,138 |
|
|
$ |
(881) |
|
|
41,031 |
|
|
$ |
(1,409,611) |
|
|
$ |
6,960 |
|
|
$ |
760,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
statements.
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
2022 |
|
2021 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
Net income |
$ |
17,704 |
|
|
$ |
3,958 |
|
Adjustments to reconcile net income to net cash used in operating
activities: |
|
|
|
Depreciation and amortization |
19,282 |
|
|
19,861 |
|
Non-cash interest expense, net |
1,498 |
|
|
1,819 |
|
|
|
|
|
|
|
|
|
Change in deferred revenue |
(50,741) |
|
|
(23,429) |
|
|
|
|
|
Deferred income taxes |
2,492 |
|
|
(1,817) |
|
|
|
|
|
Share-based compensation |
5,386 |
|
|
2,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease (Increase) in assets |
|
|
|
Receivables |
7,475 |
|
|
3,507 |
|
Deferred charges and other assets |
(2,772) |
|
|
631 |
|
Increase (Decrease) increase in liabilities: |
|
|
|
Accounts payable |
420 |
|
|
(291) |
|
Accrued compensation and other expenses |
(18,716) |
|
|
(16,234) |
|
|
|
|
|
Net cash used in operating activities |
(17,972) |
|
|
(9,842) |
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
Purchases of short-term investments |
(2,139) |
|
|
(173,120) |
|
Sales of short-term investments |
119,950 |
|
|
137,174 |
|
Purchases of property and equipment |
(337) |
|
|
(387) |
|
|
|
|
|
Capitalized patent costs |
(9,872) |
|
|
(9,602) |
|
|
|
|
|
|
|
|
|
Long-term investments |
— |
|
|
(1,091) |
|
Net cash provided by (used in) investing activities |
107,602 |
|
|
(47,026) |
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
Net proceeds from exercise of stock options |
1,226 |
|
|
737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock |
— |
|
|
(5,750) |
|
Non-controlling interest contribution |
1,500 |
|
|
— |
|
Non-controlling interest distribution |
— |
|
|
(1,109) |
|
Taxes withheld upon restricted stock unit vestings |
(5,026) |
|
|
(2,962) |
|
Dividends paid |
(10,741) |
|
|
(10,786) |
|
Net cash used in financing activities |
(13,041) |
|
|
(19,870) |
|
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED
CASH |
76,589 |
|
|
(76,738) |
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF
PERIOD |
713,224 |
|
|
477,663 |
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF
PERIOD |
$ |
789,813 |
|
|
$ |
400,925 |
|
Refer to Note 1, "Basis
of Presentation,"
for additional supplemental cash flow information. Additionally,
refer to Note 6, "Cash,
Concentration of Credit Risk and Fair Value of Financial
Instruments"
for a reconciliation of cash, cash equivalents and restricted cash
to the condensed consolidated balance sheets.
The accompanying notes are an integral part of these
statements.
INTERDIGITAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022
(unaudited)
1.
BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited, condensed
consolidated financial statements contain all adjustments,
consisting only of normal recurring adjustments, necessary for a
fair statement of the financial position of InterDigital, Inc.
(individually and/or collectively with its subsidiaries referred to
as “InterDigital,” the “Company,” “we,” “us” or “our,” unless
otherwise indicated) as of March 31, 2022, the results of our
operations for the three months ended March 31, 2022 and 2021
and our cash flows for the three months ended March 31, 2022 and
2021. The accompanying unaudited, condensed consolidated financial
statements have been prepared in accordance with the instructions
to Form 10-Q and, accordingly, do not include all of the detailed
schedules, information and notes necessary to state fairly the
financial condition, results of operations and cash flows in
conformity with United States generally accepted accounting
principles (“GAAP”). The year-end condensed consolidated balance
sheet data was derived from audited financial statements, but does
not include all disclosures required by GAAP for year-end financial
statements. Therefore, these financial statements should be read in
conjunction with the financial statements and notes thereto
contained in the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2021 (our “2021
Form 10-K”) as filed with the Securities and Exchange
Commission (“SEC”) on February 17, 2022. Definitions of capitalized
terms not defined herein appear within our 2021 Form 10-K. The
results of operations for interim periods are not necessarily
indicative of the results to be expected for the entire year. We
have one reportable segment.
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities as of the date of the financial
statements, as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from these estimates.
InterDigital has analyzed the impact of the ongoing Coronavirus
pandemic (“COVID-19”) on its financial statements as of
March 31, 2022. InterDigital has determined that the
changes to its significant judgments and estimates as a result of
COVID-19 did not have a material impact on its financial
statements. The potential impact of COVID-19 will continue to
be analyzed going forward.
Change in Accounting Policies
There have been no material changes or updates to our existing
accounting policies from the disclosures included in our 2021 Form
10-K, except as indicated below in "New
Accounting Guidance".
Prior Periods' Financial Statement Revision
As previously disclosed in our 2021 Form 10-K filed with the SEC on
February 17, 2022, during the fourth quarter of 2021, we determined
that in our first quarter 2021 adoption of ASU 2020-06, Accounting
for Convertible Debt, we incorrectly accounted for the adoption by
increasing debt and decreasing retained earnings by
$50.2 million, which resulted in a $10.4 million
understatement of deferred taxes, $65.8 million understatement
of retained earnings and $55.4 million overstatement of
additional paid-in capital as of March 31, 2021. While we concluded
that this error did not result in our previously issued 2021
interim financial statements being materially misstated, we have
corrected the misstatement by revising the accompanying Condensed
Consolidated Statement of Shareholder’s Equity as of and for the
three months ended March 31, 2021. We will prospectively revise our
previously issued financial statements as of and for the interim
periods ended June 30, 2021 and September 30, 2021 in connection
with our second quarter and third quarter 2022 quarterly filings on
Form 10-Q. The accompanying annual footnotes have also been
adjusted to reflect such correction.
Reclassifications
Certain reclassifications have been made to prior year amounts to
conform to the current year presentation.
Supplemental Cash Flow Information
The following table presents additional supplemental cash flow
information for the three months ended March 31, 2022 and 2021 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
SUPPLEMENTAL CASH FLOW INFORMATION: |
2022 |
|
2021 |
|
|
|
|
Income taxes paid, including foreign withholding taxes |
$ |
3,349 |
|
|
$ |
4,328 |
|
Non-cash investing and financing activities: |
|
|
|
Dividend payable |
10,803 |
|
|
10,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash acquisition of patents |
30,100 |
|
|
— |
|
Non-cash distribution of patents |
1,928 |
|
|
— |
|
Accrued capitalized patent costs and property and
equipment |
1,562 |
|
|
2,096 |
|
Unsettled repurchase of common stock |
— |
|
|
1,994 |
|
New Accounting Guidance
Accounting Standards Update: Issuer’s Accounting for Certain
Modifications or Exchanges of Freestanding Equity Classified
Written Call Options
In May 2021, the FASB issued ASU No. 2021-04. The amendments in
this ASU are intended to clarify and reduce diversity in an
issuer’s accounting for modifications or exchanges of freestanding
equity-classified written call options, including warrants, that
remain equity classified after modification or exchange. ASU
2021-04 is effective for fiscal years beginning after December 15,
2021, with early adoption allowed. We adopted this guidance as of
January 1, 2022 and the adoption did not have a material impact on
our consolidated financial statements.
2.
REVENUE
Disaggregated Revenue
The following table presents the disaggregation of our revenue for
the three months ended March 31, 2022 and 2021 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
Increase/(Decrease) |
Variable patent royalty revenue |
$ |
9,045 |
|
|
$ |
7,096 |
|
|
$ |
1,949 |
|
|
27 |
% |
Fixed-fee royalty revenue |
89,843 |
|
|
69,296 |
|
|
20,547 |
|
|
30 |
% |
Current patent royalties
a
|
98,888 |
|
|
76,392 |
|
|
22,496 |
|
|
29 |
% |
Non-current patent royalties
b
|
2,191 |
|
|
3,781 |
|
|
(1,590) |
|
|
(42) |
% |
Total patent royalties |
101,079 |
|
|
80,173 |
|
|
20,906 |
|
|
26 |
% |
Current technology solutions revenue
a
|
239 |
|
|
2,190 |
|
|
(1,951) |
|
|
(89) |
% |
|
|
|
|
|
|
|
|
Total revenue |
$ |
101,318 |
|
|
$ |
82,363 |
|
|
$ |
18,955 |
|
|
23 |
% |
a. Recurring revenues are comprised of
current patent royalties, inclusive of dynamic fixed-fee royalty
payments, and current technology solutions revenue.
b. Non-recurring revenues are comprised of
non-current patent royalties, which include past patent royalties
and royalties from static agreements, as well as patent
sales.
During the three months ended March 31, 2022, we recognized $83.8
million of revenue that had been included in deferred revenue as of
the beginning of the period. As of March 31, 2022, we had
contract assets of $18.9 million and $7.9 million included within
"Accounts
receivable"
and "Other
non-current assets, net"
in the condensed consolidated balance sheet, respectively. As of
December 31, 2021, we had contract assets of $18.9 million and
$8.3 million included within "Accounts
receivable"
and "Other
non-current assets, net"
in the condensed consolidated balance sheet,
respectively.
Contracted Revenue
Based on contracts signed and committed as of March 31, 2022,
we expect to recognize the following revenue from dynamic fixed-fee
royalty payments over the term of such contracts (in
thousands):
|
|
|
|
|
|
|
Revenue |
Remainder of 2022 |
$ |
234,529 |
|
2023 |
121,711 |
|
2024 |
73,297 |
|
2025 |
60,920 |
|
2026 and thereafter |
— |
|
Total Revenue |
$ |
490,457 |
|
3.
INCOME TAXES
In the three months ended March 31, 2022 and 2021, the Company had
an effective tax rate of 25.2% and 30.8%, respectively. The
effective tax rate in both periods was impacted by losses in
certain jurisdictions where the Company presently has recorded a
valuation allowance against the related tax benefit. Excluding this
valuation allowance, our effective tax rate for the three months
ended March 31, 2022 and 2021 would have been 19.2% and 12.0%
respectively. During both the three months ended March 31, 2022 and
2021, the Company recorded a discrete net benefit of
$0.3 million primarily related to share-based compensation and
changes in uncertain tax positions.
The effective tax rate reported in any given year will continue to
be influenced by a variety of factors, including timing differences
between the recognition of book and tax revenue, the level of
pre-tax income or loss, the foreign vs. domestic classification of
the Company’s customers, and any discrete items that may
occur.
During the three months ended March 31, 2022 and 2021, the Company
paid approximately $3.2 million and $3.6 million, respectively, in
foreign source creditable withholding tax.
4.
NET INCOME PER SHARE
Basic Earnings Per Share ("EPS") is calculated by dividing net
income or loss available to common shareholders by the
weighted-average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could
occur if options or other securities with features that could
result in the issuance of common stock were exercised or converted
to common stock or resulting from the unvested outstanding
restricted stock units ("RSUs"). The following tables reconcile the
numerator and the denominator of the basic and diluted net income
per share computation (in thousands, except for per share
data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Net income applicable to InterDigital, Inc. |
$ |
17,994 |
|
|
$ |
5,571 |
|
|
|
|
|
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
Basic |
30,703 |
|
|
30,836 |
|
|
|
|
|
Dilutive effect of stock options, RSUs, convertible securities and
warrants |
572 |
|
|
359 |
|
|
|
|
|
Diluted |
31,275 |
|
|
31,195 |
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
Basic |
$ |
0.59 |
|
|
$ |
0.18 |
|
|
|
|
|
Dilutive effect of stock options, RSUs, convertible securities and
warrants |
(0.01) |
|
|
— |
|
|
|
|
|
Diluted |
$ |
0.58 |
|
|
$ |
0.18 |
|
|
|
|
|
Shares of common stock issuable upon the exercise or conversion of
certain securities have been excluded from our computation of EPS
because the strike price or conversion rate, as applicable, of such
securities was greater than the average market price of our common
stock and, as a result, the effect of such exercise or conversion
would have been anti-dilutive. Set forth below are the securities
and the weighted average number of shares of common stock
underlying such securities that were excluded from our computation
of EPS for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Restricted stock units and stock options |
414 |
|
|
120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
4,921 |
|
|
4,921 |
|
|
|
|
|
Total |
5,335 |
|
|
5,041 |
|
|
|
|
|
Convertible Notes and Warrants
Refer to Note 7, "Obligations,"
for information about the Company's convertible notes and warrants
and related conversion and strike prices. During periods in which
the average market price of the Company's common stock is above the
applicable conversion price of the Company's convertible notes, or
above the strike price of the Company's outstanding warrants, the
impact of conversion or exercise, as applicable, would be dilutive
and such dilutive effect is reflected in diluted EPS. As a result,
in periods where the average market price of the Company's common
stock is above the conversion price or strike price, as
applicable, under the if-converted method, the Company calculates
the number of shares issuable under the terms of the convertible
notes and the warrants based on the average market price of the
stock during the period, and includes that number in the total
diluted shares outstanding for the period.
5.
LITIGATION AND LEGAL PROCEEDINGS
COURT PROCEEDINGS
Lenovo
UK Proceeding
On August 27, 2019, the Company and certain of its subsidiaries
filed a claim in the UK High Court against Lenovo Group Limited and
certain of its subsidiaries. The claim, as amended, alleges
infringement of five of the Company's patents relating to 3G and/or
4G/LTE standards: European Patent (UK) Nos. 2,363,008; 2,421,318;
2,485,558; 2,557,714; and 3,355,537. The Company is seeking, among
other relief, injunctive relief to prevent further infringement of
the asserted patents.
The UK High Court held case management conferences on October 6,
2020, and December 16, 2020, a disclosure hearing on January 19,
2021, and pre-trial review hearings for the first trial on January
28, 2021, and February 8, 2021. At those hearings, the UK High
Court entered a schedule for the technical and non-technical FRAND
proceedings. Two technical trials were scheduled for March 2021 and
June 2021, and the non-technical FRAND trial was scheduled for
January 2022. There are three additional technical trials scheduled
for the remaining patents following the FRAND trial. The first and
second technical trials were completed, and on July 29, 2021, the
UK High Court issued its decision regarding the first technical
trial finding European Patent (UK) No. 2,485,558 valid, infringed,
and essential to Release 8 of LTE. Lenovo is appealing this
decision. On January 6, 2022, the UK High Court issued its decision
regarding the second technical trial finding European Patent (UK)
No. 3,355,537 invalid, but essential and infringed but for the
finding of invalidity. The Company plans to appeal the second
technical trial decision as legally erroneous. The FRAND trial
commenced on January 11, 2022 and
concluded on February 11, 2022. The third technical trial is
scheduled to commence on May 10, 2022, to be completed by May 18,
2022.
District of Delaware Patent Proceeding
On August 28, 2019, the Company and certain of its subsidiaries
filed a complaint in the United States District Court for the
District of Delaware (the “Delaware District Court”) against Lenovo
Holding Company, Inc. and certain of its subsidiaries alleging that
Lenovo infringes eight of InterDigital’s U.S. patents-U.S. Patent
Nos. 8,085,665; 8,199,726; 8,427,954; 8,619,747; 8,675,612;
8,797,873; 9,203,580; and 9,456,449-by making, using, offering for
sale, and/or selling Lenovo wireless devices with 3G and/or 4G LTE
capabilities. As relief, InterDigital is seeking: (a) a declaration
that InterDigital is not in breach of its relevant FRAND
commitments with respect to Lenovo; (b) to the extent Lenovo does
not agree to negotiate a worldwide patent license, does not agree
to enter into binding international arbitration to set the terms of
a FRAND license, and does not agree to be bound by the FRAND terms
to be set by the UK High Court in the separately filed UK
proceedings described above, an injunction prohibiting Lenovo from
continued infringement; (c) damages, including enhanced damages for
willful infringement and supplemental damages; and (d) attorneys’
fees and costs.
On September 16, 2020, the Delaware District Court entered a
schedule for the case, setting a patent jury trial.
On March 8, 2021, the Delaware District Court held a claim
construction hearing, and the court issued its order on May 10,
2021, construing various disputed terms. On March 24, 2021, the
Delaware District Court consolidated the antitrust proceeding
discussed below with this patent proceeding. Trial for the
consolidated proceedings is scheduled for March 6, 2023. On April
25, 2022, the parties filed a stipulation to stay only the claims
relating to U.S. Patent No. 8,199,726.
District of Delaware Antitrust Proceeding
On April 9, 2020, Lenovo (United States) Inc. and Motorola Mobility
LLC filed a complaint in the Delaware District Court against the
Company and certain of its subsidiaries. The complaint alleges that
the Company defendants have violated Sections 1 and 2 of the
Sherman Act in connection with, among other things, their licensing
of 3G and 4G standards essential patents ("SEPs"). The complaint
further alleges that the Company defendants have violated their
commitment to the ETSI with respect to the licensing of 3G and 4G
SEPs on FRAND terms and conditions. The complaint seeks, among
other things (i) rulings that the Company defendants have violated
Sections 1 and 2 of the Sherman Act and are liable for breach of
their ETSI FRAND commitments, (ii) a judgment that the plaintiffs
are entitled to a license with respect to the Company's 3G and 4G
SEPs on FRAND terms and conditions, and (iii) injunctions against
any demand for allegedly excessive royalties or enforcement of the
Company defendants' 3G and 4G U.S. SEPs against the plaintiffs or
their customers via patent infringement proceedings.
On June 22, 2020, the Company filed a motion to dismiss Lenovo's
Sherman Act claims with prejudice, and to dismiss Lenovo's breach
of contract claim with leave to re-file as a counterclaim in the
Company's legal proceeding against Lenovo in the Delaware District
Court discussed above. Oral argument on the Company's motion to
dismiss was held on October 27, 2020.
On March 24, 2021, the Delaware District Court ruled on the
Company’s motion to dismiss.
The Delaware District Court dismissed the Sherman Act Section 1
claim without prejudice, denied the motion to dismiss the Sherman
Act Section 2 claim, and consolidated the Section 2 and breach of
contract claims with Company’s Delaware patent proceeding discussed
above.
China Proceedings
On April 10, 2020, Lenovo (Beijing) Ltd. and certain of its
affiliates filed a complaint against the Company and certain of its
subsidiaries in the Beijing Intellectual Property Court (the
“Beijing IP Court”) seeking a determination of the FRAND royalty
rates payable for the Company's Chinese 3G, 4G and 5G SEPs. On
February 20, 2021, the Company filed an application challenging the
jurisdiction of the Beijing IP Court to take up Lenovo’s complaint.
On November 15, 2021, the Beijing IP Court denied the
jurisdictional challenge, and the Company filed an appeal with the
Supreme People’s Court of the People’s Republic of China (SPC) on
December 14, 2021. The appeal remains pending.
On November 26, 2021, the Company was informed that Lenovo had
purportedly filed an additional complaint against the Company in
the Wuhan Intermediate People’s Court (the “Wuhan Court”) seeking a
determination of a global FRAND royalty rate for the period from
2024 to 2029 for the Company’s 3G, 4G, and 5G SEPs. On April 16,
2022, the Company filed an application challenging, among other
things, process of service and the jurisdiction of the Wuhan Court.
That application remains pending.
German Proceedings
On March 25, 2022, March 28, 2022, and April 6, 2022, the Company
and certain of its subsidiaries filed patent infringement claims in
the Munich and Mannheim Regional Courts against Lenovo and certain
of its affiliates, alleging infringement of European Patent Nos.
2,449,782; 2,452,498; 3,624,447 and 3,267,684 relating to HEVC
standards. The Company is seeking, among other relief, injunctive
relief to prevent further infringement of the asserted
patents.
Oppo, OnePlus and realme
UK Proceeding
On December 20, 2021, the Company filed a patent infringement claim
in the UK High Court against Guangdong Oppo Mobile
Telecommunications Corp., Ltd. (“Oppo”) and certain of its
affiliates, OnePlus Technology (Shenzhen) Co., Ltd. (“OnePlus”) and
certain of its affiliates, and realme Mobile Telecommunications
(Shenzhen) Co., Ltd. (“realme”) and certain of its affiliates,
alleging infringement of European Patent (UK) Nos. 2,127,420;
2,421,318; 2,485,558; and 3,355,537 relating to cellular 3G, 4G/LTE
or 5G standards. The Company is seeking, among other relief,
injunctive relief to prevent further infringement of the asserted
patents.
On January 19, 2022, Oppo filed a jurisdictional challenge with the
UK High Court which is scheduled for a two-day hearing starting
October 25, 2022.
India Proceeding
On December 20, 2021 and December 22, 2021, the Company and certain
of its subsidiaries filed patent infringement claims in the Delhi
High Court in New Delhi, India against Oppo and certain of its
affiliates, OnePlus and certain of its affiliates, and realme
Mobile Telecommunication (India) Private Limited, alleging
infringement of Indian Patent Nos. 262910, 295912, 313036, 320182,
319673, 242248, 299448, and 308108 relating to cellular 3G, 4G/LTE,
and/or 5G, and HEVC standards. The Company is seeking, among other
relief, injunctive relief to prevent further infringement of the
asserted patents.
Germany Proceeding
On December 20, 2021, a subsidiary of the Company filed three
patent infringement claims, two in the Munich Regional Court and
one in the Mannheim Regional Court, against Oppo and certain of its
affiliates, OnePlus and certain of its affiliates, and realme and
certain of its affiliates, alleging infringement of European Patent
Nos. 2,485,558; 2,127,420; and 2,421,318 relating to cellular 3G,
4G/LTE and/or 5G standards. The Company is seeking, among other
relief, injunctive relief to prevent further infringement of the
asserted patents. The Munich Regional Court has schedule hearings
for November 17, 2022, and December 14, 2022.
China Proceeding
On January 19, 2022, the Company was informed that Oppo had
purportedly filed a complaint against the Company in the Guangzhou
Intellectual Property Court (the “Guangzhou IP Court”) seeking a
determination of a global FRAND royalty rate for the Company’s 3G,
4G, 5G, 802.11 and HEVC SEPs.
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 March 31, 2022.
6.
CASH, CONCENTRATION OF CREDIT RISK AND FAIR VALUE OF FINANCIAL
INSTRUMENTS
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash currently consists of
money market and demand accounts. The following table provides a
reconciliation of total cash, cash equivalents and restricted cash
as of March 31, 2022, December 31, 2021 and
March 31, 2021 to the captions within the condensed
consolidated balance sheets and condensed consolidated statements
of cash flows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
December 31, |
|
March 31, |
|
|
|
2022 |
|
2021 |
|
2021 |
|
|
Cash and cash equivalents |
$ |
783,016 |
|
|
$ |
706,282 |
|
|
$ |
396,156 |
|
|
|
Restricted cash included within prepaid and other current
assets |
5,716 |
|
|
5,861 |
|
|
3,688 |
|
|
|
Restricted cash included within other non-current
assets |
1,081 |
|
|
1,081 |
|
|
1,081 |
|
|
|
Total cash, cash equivalents and restricted cash |
$ |
789,813 |
|
|
$ |
713,224 |
|
|
$ |
400,925 |
|
|
|
Concentration of Credit Risk and Fair Value of Financial
Instruments
Financial instruments that potentially subject us to concentration
of credit risk consist primarily of cash equivalents, short-term
investments, and accounts receivable. We place our cash equivalents
and short-term investments only in highly rated financial
instruments and in United States government
instruments.
Our accounts receivable and contract assets are derived principally
from patent license and technology solutions agreements. As of
March 31, 2022 three licensees comprised 66% and as of
December 31, 2021 four licensees comprised 66% of our net
accounts receivable balance. We perform ongoing credit evaluations
of our licensees, who generally include large, multinational,
wireless telecommunications equipment manufacturers. We believe
that the book values of our financial instruments approximate their
fair values.
Fair Value Measurements
We use various valuation techniques and assumptions when measuring
the fair value of our assets and liabilities. We utilize market
data or assumptions that market participants would use in pricing
the asset or liability, including assumptions about risk and the
risks inherent in the inputs to the valuation technique. This
guidance established a hierarchy that prioritizes fair value
measurements based on the types of input used for the various
valuation techniques (market approach, income approach and cost
approach). The levels of the hierarchy are described
below:
Level 1 Inputs
— Level 1 includes financial instruments for which quoted market
prices for identical instruments are available in active
markets.
Level 2 Inputs
— Level 2 includes financial instruments for which there are inputs
other than quoted prices included within Level 1 that are
observable for the instrument such as quoted prices for similar
instruments in active markets, quoted prices for identical or
similar instruments in markets with insufficient volume or
infrequent transactions (less active markets) or model-driven
valuations in which significant inputs are observable or can be
derived principally from, or corroborated by, observable market
data, including market interest rate curves, referenced credit
spreads and pre-payment rates.
Level 3 Inputs
— Level 3 includes financial instruments for which fair value is
derived from valuation techniques including pricing models and
discounted cash flow models in which one or more significant inputs
are unobservable, including the Company’s own assumptions. The
pricing models incorporate transaction details such as contractual
terms, maturity and, in certain instances, timing and amount of
future cash flows, as well as assumptions related to liquidity and
credit valuation adjustments of marketplace
participants.
Our assessment of the significance of a particular input to the
fair value measurement requires judgment and may affect the
valuation of financial assets and financial liabilities and their
placement within the fair value hierarchy. We use quoted market
prices for similar assets to estimate the fair value of our Level 2
investments.
Recurring Fair Value Measurements
Our financial assets are generally included within short-term
investments on our condensed consolidated balance sheets, unless
otherwise indicated. Our financial assets and liabilities that are
accounted for at fair value on a recurring basis are presented in
the tables below as of March 31, 2022 and December 31,
2021 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of March 31, 2022 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Assets: |
|
|
|
|
|
|
|
Money market and demand accounts
(a)
|
$ |
789,813 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
789,813 |
|
Commercial paper
(b)
|
— |
|
|
48,151 |
|
|
— |
|
|
48,151 |
|
U.S. government securities |
— |
|
|
46,591 |
|
|
— |
|
|
46,591 |
|
Corporate bonds, asset backed and other securities |
— |
|
|
21,462 |
|
|
— |
|
|
21,462 |
|
Total |
$ |
789,813 |
|
|
$ |
116,204 |
|
|
$ |
— |
|
|
$ |
906,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of December 31, 2021 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Assets: |
|
|
|
|
|
|
|
Money market and demand accounts
(a)
|
$ |
705,725 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
705,725 |
|
Commercial paper(b)
|
— |
|
|
158,452 |
|
|
— |
|
|
158,452 |
|
U.S. government securities |
— |
|
|
51,301 |
|
|
— |
|
|
51,301 |
|
Corporate bonds, asset backed and other securities |
— |
|
|
33,091 |
|
|
— |
|
|
33,091 |
|
Total |
$ |
705,725 |
|
|
$ |
242,844 |
|
|
$ |
— |
|
|
$ |
948,569 |
|
______________________________
(a)Primarily
included within cash and cash equivalents.
(b)As
of March 31, 2022 and December 31, 2021,
$0.0 million and $7.5 million, respectively, of
commercial paper was included within cash and cash
equivalents.
Non-Recurring Fair Value Measurements
Patents
During second quarter 2021, a non-controlled subsidiary that we
consolidate for financial statement purposes approved a plan to
sell certain patent assets, which were classified as held-for sale.
These patents held for sale are recorded at fair value on
March 31, 2022 and are included within "Prepaid
and other current assets"
in the condensed consolidated balance sheet. We determined the fair
value based upon evaluation of market conditions.
During fourth quarter 2021, we renewed our multi-year, worldwide,
non-exclusive patent license agreement with Sony Corporation of
America ("Sony"). A portion of the consideration for the agreement
was in the form of patents, which we received in March 2022. We
have determined the estimated fair value of the patents for
determining the transaction price for revenue recognition purposes,
which was estimated to be $30.1 million utilizing the income
and market approaches. The value is amortized as a non-cash expense
over the patents' estimated useful lives.
Fair Value of Long-Term Debt
2024 Notes
The principal amount, carrying value and related estimated fair
value of the Company's senior convertible debt reported in the
condensed consolidated balance sheets as of March 31, 2022 and
December 31, 2021 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
|
Principal
Amount |
|
Carrying
Value |
|
Fair
Value |
|
Principal
Amount |
|
Carrying
Value |
|
Fair
Value |
Senior Convertible Long-Term Debt |
$ |
400,000 |
|
|
$ |
396,056 |
|
|
$ |
410,240 |
|
|
$ |
400,000 |
|
|
$ |
395,632 |
|
|
$ |
437,760 |
|
Technicolor Patent Acquisition Long-term Debt
The carrying value and related estimated fair value of the
Technicolor Patent Acquisition long-term debt reported in the
condensed consolidated balance sheets as of March 31,
2022 and December 31, 2021 was as follows (in thousands). The
aggregate fair value of the Technicolor Patent Acquisition
long-term debt is a Level 3 fair value measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
Technicolor Patent Acquisition Long-Term Debt |
$ |
28,044 |
|
|
$ |
28,731 |
|
|
$ |
27,113 |
|
|
$ |
28,569 |
|
7.
OBLIGATIONS
Technicolor Patent Acquisition Long-Term Debt
On July 30, 2018, we completed our acquisition of the patent
licensing business of Technicolor SA ("Technicolor"), a worldwide
technology leader in the media and entertainment sector (the
"Technicolor Patent Acquisition"). In conjunction with the
Technicolor Patent Acquisition we assumed Technicolor’s rights and
obligations under a joint licensing program with Sony relating to
digital televisions and standalone computer display monitors, which
commenced in 2015 and is referred to as the "Madison Arrangement."
An affiliate of CPPIB Credit Investments Inc. ("CPPIB Credit"), a
wholly owned subsidiary of Canada Pension Plan Investment Board, is
a third-party investor in the Madison Arrangement. CPPIB Credit has
made certain payments to Technicolor and Sony and has agreed to
contribute cash to fund certain capital reserve obligations under
the arrangement in exchange for a percentage of future revenues,
specifically through September 11, 2030 in regard to the
Technicolor patents.
Upon our assumption of Technicolor’s rights and obligations under
the Madison Arrangement, our relationship with CPPIB Credit meets
the criteria in ASC 470-10-25 -
Sales of Future Revenues or Various Other Measures of Income
("ASC 470"), which relates to cash received from an investor in
exchange for a specified percentage or amount of revenue or other
measure of income of a particular product line, business segment,
trademark, patent, or contractual right for a defined period. Under
this guidance, we recognized the fair value of our contingent
obligation to CPPIB Credit, as of the acquisition date, as
long-term debt in our condensed consolidated balance sheet. This
initial fair value measurement was based on the perspective of a
market participant and included significant unobservable inputs
which are classified as Level 3 inputs within the fair value
hierarchy. The fair value of the long-term debt as of
March 31, 2022 and December 31, 2021 is disclosed within
Note 6, "Cash,
Concentration of Credit Risk and Fair Value of Financial
Instruments."
Our repayment obligations are contingent upon future royalty
revenues generated from the Madison Arrangement and there are no
minimum or maximum payments under the arrangement.
Under ASC 470, amounts recorded as debt are amortized under the
interest method. At each reporting period, we will review the
discounted expected future cash flows over the life of the
obligation. The Company made an accounting policy election to
utilize the catch-up method when there is a change in the estimated
future cash flows, whereby we will adjust the carrying amount of
the debt to the present value of the revised estimated future cash
flows, discounted at the original effective interest rate, with a
corresponding adjustment recognized as interest expense within
“Interest
Expense”
in the condensed consolidated statements of income. The effective
interest rate as of the acquisition date was approximately 14.5%.
This rate represents the discount rate that equates the estimated
future cash flows with the fair value of the debt as of the
acquisition date, and is used to compute the amount of interest to
be recognized each period based on the estimated life of the future
revenue streams. During the three months ended March 31, 2022 and
2021, we recognized $0.9 million and $0.8 million, respectively, of
interest expense related to this debt. This was included within
“Interest
Expense”
in the condensed consolidated statements of income. Any future
payments made to CPPIB Credit, or additional proceeds received from
CPPIB Credit, will decrease or increase the long-term debt balance
accordingly.
2024 Notes, and Related Note Hedge and Warrant
Transactions
On June 3, 2019, we issued $400.0 million in aggregate principal
amount of 2.00% Senior Convertible Notes due 2024 (the "2024
Notes"). The net proceeds from the issuance of the 2024 Notes,
after deducting the initial purchasers' transaction fees and
offering expenses, were approximately $391.6 million. The 2024
Notes (i) bear interest at a rate of 2.00% per year, payable in
cash on June 1 and December 1 of each year, commencing on December
1, 2019, and (ii) mature on June 1, 2024, unless earlier converted
or repurchased. The effective interest rate of the 2024 Notes is
2.02%.
The 2024 Notes are convertible into cash, shares of our common
stock or a combination thereof, at our election, at an initial
conversion rate of 12.3018 shares of our common stock
per $1,000 principal amount of 2024 Notes (which is
equivalent to an initial conversion price of
approximately $81.29 per share), as adjusted pursuant to
the terms of the indenture governing the 2024 Notes (the
"Indenture"). The conversion rate of the 2024 Notes, and thus the
conversion price, may be adjusted in certain circumstances,
including in connection with a conversion of the 2024 Notes made
following certain fundamental changes and under other circumstances
set forth in the Indenture. As of December 31, 2020, we made the
irrevocable election to settle all conversions of the 2024 Notes
through combination settlements of cash and shares of our common
stock, with a specified dollar amount of $1,000 per $1,000
principal amount of 2024 Notes and any remaining amounts in shares
of our common stock.
The 2024 Notes are senior unsecured obligations of the Company and
rank equally in right of payment with any of our current and any
future senior unsecured indebtedness. The 2024 Notes are
effectively subordinated to all of our future secured indebtedness
to the extent of the value of the related collateral, and the 2024
Notes are structurally subordinated to indebtedness and other
liabilities, including trade payables, of our
subsidiaries.
On May 29 and May 31, 2019, in connection with the
offering of the 2024 Notes, we entered into convertible note hedge
transactions (collectively, the "2024 Note Hedge Transactions")
that cover, subject to customary anti-dilution adjustments,
approximately 4.9 million shares of common stock, in the aggregate,
at a strike price that initially corresponds to the initial
conversion price of the 2024 Notes, subject to adjustment, and are
exercisable upon any conversion of the 2024 Notes. On May 29
and May 31, 2019, we also entered into privately negotiated
warrant transactions (collectively, the "2024 Warrant Transactions"
and, together with the 2024 Note Hedge Transactions, the "2024 Call
Spread Transactions"), whereby we sold warrants to acquire, subject
to customary anti-dilution adjustments, approximately 4.9 million
shares of common stock at an initial strike price of approximately
$109.43 per share, subject to adjustment.
There have been no material changes regarding the 2024 Notes and
2024 Call Spread Transactions from the disclosures included in Note
9, "Obligations" within
the notes to the consolidated financial statements included in
Part II, Item 8 of the 2021 Form 10-K.
The following table reflects the carrying value of our convertible
notes long-term debt as of March 31, 2022 and
December 31, 2021 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
|
|
December 31, 2021 |
|
|
|
|
Principal |
$ |
400,000 |
|
|
|
|
$ |
400,000 |
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred financing costs |
(3,944) |
|
|
|
|
(4,368) |
|
|
|
|
|
Net carrying amount of the 2024 Notes |
$ |
396,056 |
|
|
|
|
$ |
395,632 |
|
|
|
|
|
The following table presents the amount of interest cost
recognized, which is included within "Interest
Expense"
in our condensed consolidated statements of income, for the three
months ended March 31, 2022 and 2021 relating to the
contractual interest coupon and the amortization of deferred
financing costs of the 2024 Notes (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Contractual coupon interest |
$ |
2,000 |
|
|
$ |
2,000 |
|
|
|
|
|
Amortization of deferred financing costs |
424 |
|
|
398 |
|
|
|
|
|
Total |
$ |
2,424 |
|
|
$ |
2,398 |
|
|
|
|
|
Technicolor Contingent Consideration
As part of the Technicolor Patent Acquisition, we entered into a
revenue-sharing arrangement with Technicolor that created a
contingent consideration liability. Under the revenue-sharing
arrangement, Technicolor receives 42.5% of future cash receipts
from new licensing efforts from the Madison Arrangement only,
subject to certain conditions and hurdles. As of March 31,
2022, the contingent consideration liability from the
revenue-sharing arrangement was deemed not probable and is
therefore not reflected within the consolidated financial
statements.
8.
VARIABLE INTEREST ENTITIES
As further discussed below, we are the primary beneficiary of three
variable interest entities. As of March 31, 2022, the combined
book values of the assets and liabilities associated with these
variable interest entities included in our condensed consolidated
balance sheet were $20.8 million and $2.3 million,
respectively. Assets included $7.3 million of cash and
cash equivalents, $4.1 million of accounts receivable and prepaid
and other current assets, and $9.4 million of patents, net. As
of December 31, 2021, the combined book values of the assets
and liabilities associated with these variable interest entities
included in our condensed consolidated balance sheet were $27.1
million and $2.5 million, respectively. Assets
included $5.1 million of cash and cash equivalents, $4.0
million of accounts receivable and prepaid and other current
assets, and $18.0 million of patents, net.
Chordant
On January 31, 2019, we launched the Company’s
Chordant™ business as a standalone company. Chordant is a
variable interest entity and we have determined that we are the
primary beneficiary for accounting purposes and consolidate
Chordant. For the three months ended March 31, 2022 and 2021, we
have allocated approximately $0.0 million and $0.1 million,
respectively, of Chordant's net loss to noncontrolling interests
held by other parties. Chordant ceased operations during
2021.
Convida Wireless
Convida Wireless was launched in 2013 and most recently renewed in
2021 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.
Convida Wireless is a variable interest entity. Based on our
provision of research and platform development services to Convida
Wireless, we have determined that we remain the primary beneficiary
for accounting purposes and will continue to consolidate Convida
Wireless. For the three months ended March 31, 2022 and 2021, we
allocated $0.3 million and $1.5 million, respectively, of Convida
Wireless's 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 “Trust”), the goal of which was to
monetize a patent portfolio primarily related to 3G and LTE
cellular infrastructure. During fourth quarter 2021, the Trust was
fully dissolved and all remaining assets were transferred to us as
majority beneficiary.
The Trust was accounted for as a variable interest entity. Based on
the terms of the trust agreement, we determined that we were the
primary beneficiary for accounting purposes and included the Trust
in our consolidated financial statements up to the date of
dissolution.
9.
OTHER (EXPENSE) INCOME, NET
The amounts included in "Other
(expense) income, net"
in the condensed consolidated statements of income for the three
months ended March 31, 2022 and 2021 were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Interest and investment income |
$ |
209 |
|
|
$ |
553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
(1,214) |
|
|
171 |
|
|
|
|
|
Other (expense) income, net |
$ |
(1,005) |
|
|
$ |
724 |
|
|
|
|
|
Other (expense) income, net changed $1.7 million primarily due
to a $1.9 million gain on a contract termination recognized in
first quarter 2021.
10. OTHER
ASSETS
The amounts included in "Prepaid
and other current assets"
in the consolidated balance sheet as of March 31, 2022 and
December 31, 2021 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Tax receivables |
$ |
55,290 |
|
|
$ |
57,127 |
|
Prepaid assets |
8,662 |
|
|
5,479 |
|
Restricted cash |
5,716 |
|
|
5,861 |
|
Patents held for sale |
4,000 |
|
|
4,000 |
|
|
|
|
|
|
|
|
|
Other current assets |
4,687 |
|
|
5,078 |
|
Total Prepaid and other current assets |
$ |
78,355 |
|
|
$ |
77,545 |
|
The amounts included in "Other
non-current assets, net"
in the consolidated balance sheet as of March 31, 2022 and
December 31, 2021 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Tax receivables |
$ |
32,252 |
|
|
$ |
30,026 |
|
Goodwill |
22,421 |
|
|
22,421 |
|
Right-of-use assets |
17,009 |
|
|
17,851 |
|
Long-term investments |
21,280 |
|
|
21,280 |
|
Other non-current assets |
11,253 |
|
|
10,923 |
|
Total Other non-current assets, net |
$ |
104,215 |
|
|
$ |
102,501 |
|
11. RESTRUCTURING
ACTIVITIES
During second quarter 2021, the Company began the process of a
strategic review and undertook certain actions in order to increase
focus on core technologies and markets.
On June 10, 2021, the Company announced that, as a result of a
strategic review of its research and innovation priorities, it
commenced the process of a collective economic layoff in which it
proposed a reduction in force of its research and innovation unit.
All notices of termination have been issued to the impacted
employees.
During 2021, Chordant ceased operations. The Company implemented a
reduction in workforce action in second quarter 2021.
Additionally, in June 2021, a non-controlled subsidiary that we
consolidate for financial statement purposes approved a plan to
sell certain patents. The proceeds from the sale of these patents
will contribute to funding the non-controlled subsidiary's
operations. These assets were evaluated as a separate asset group
and reclassified as assets held for sale. We determined the fair
value based upon evaluation of market conditions. The patents held
for sale are included within "Prepaid
and other current assets"
in the consolidated balance sheet.
In October 2021, we expanded our restructuring efforts to include
general and administrative functions largely centered in the U.S.,
which resulted in a further reduction in force as well as cuts to
our non-labor expenses. These employees were provided notification
of termination during fourth quarter 2021.
Restructuring charges are estimated based on information available
at the time such charges are recorded. Due to the inherent
uncertainty involved in estimating restructuring expenses, actual
amounts incurred for such activities may differ from amounts
initially estimated. The Company may also incur additional costs
not currently contemplated due to events that may occur as a result
of, or that are associated with, the reduction in force or other
restructuring activities.
The restructuring charges associated with the above activities
totaling $0.5 million and $0.0 million in the three
months ended March 31, 2022 and 2021, respectively. We expect
additional restructuring charges of $3.0 million to
$4.0 million largely related to aligning our facilities with
our current needs.
As of March 31, 2022, the Company's restructuring liability was
$14.3 million and was included in "Other
accrued expenses"
on our condensed consolidated balance sheet. As of December 31,
2021, the Company's restructuring liability was $18.3 million,
of which $12.5 million was included in "Other
accrued expenses"
and $5.8 million was included in "Other
long-term liabilities"
on our condensed consolidated balance sheet. The following table
presents the change in our restructuring liability during the
period (in thousands):
|
|
|
|
|
|
|
|
Balance as of December 31, 2021 |
$ |
18,281 |
|
Accrual |
542 |
|
Cash payments |
(4,519) |
|
Other |
42 |
|
Balance as of March 31, 2022 |
$ |
14,346 |
|
|
|
|
|
|
|
The restructuring expenses included in "Restructuring
activities"
in the condensed consolidated statements of income for the three
months ended March 31, 2022 and 2021 were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
Severance and other benefits |
527 |
|
|
— |
|
Outside services and other associated costs |
15 |
|
|
— |
|
|
|
|
|
Total |
$ |
542 |
|
|
$ |
— |
|
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
OVERVIEW
The following discussion should be read in conjunction with the
unaudited, condensed consolidated financial statements and notes
thereto contained in Part I, Item 1 of this Quarterly
Report on Form 10-Q, in addition to our 2021 Form 10-K, other
reports filed with the SEC and the
Statement Pursuant to the Private Securities Litigation Reform Act
of 1995 — Forward-Looking Statements
below.
Throughout the following discussion and elsewhere in this Form
10-Q, we refer to “recurring revenues” and “non-recurring
revenues.” Recurring revenues are comprised of “current
patent royalties” and “current technology solutions revenue.”
Non-recurring revenues are comprised of “non-current patent
royalties,” which include past patent royalties and royalties from
static agreements, as well as “patent sales.”
Cash & Short-term Investments
As of March 31, 2022, we had $906.0 million of cash, cash
equivalents, restricted cash and short-term investments and an
additional $198.6 million of cash payments due under
contracted fixed price agreements, including $6.1 million recorded
in our $23.6 million accounts receivable balance. The remaining
accounts receivable is primarily related to variable patent royalty
revenue.
Over 90% of our revenue comes from fixed price agreements. Such
agreements often have prescribed payment schedules that are uneven
and sometimes front-loaded, resulting in timing differences between
when we collect the cash payments and recognize the related
revenue. As a result, our cash receipts due in 2022 from existing
agreements are expected to be lower than revenue to be recognized
in 2022 from such agreements as noted in the deferred revenue
amortization table below.
The following table reconciles the timing differences between cash
receipts and recognized revenue during the three months ended March
31, 2022 and 2021, including the resulting operating cash flow (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
Cash vs. Non-cash revenue: |
2022 |
|
2021 |
Fixed fee cash receipts
(a)
|
$ |
42,280 |
|
|
$ |
47,312 |
|
Other cash receipts
(b)
|
10,115 |
|
|
10,676 |
|
Change in deferred revenue |
50,741 |
|
|
23,429 |
|
Change in receivables |
(7,475) |
|
|
(3,507) |
|
Other |
5,657 |
|
|
4,453 |
|
Total Revenue |
$ |
101,318 |
|
|
$ |
82,363 |
|
Net cash used in operating activities |
$ |
(17,972) |
|
|
$ |
(9,842) |
|
(a) Fixed fee cash receipts are comprised of cash receipts from
Dynamic Fixed-Fee Agreement royalties, including the associated
past patent royalties
(b) Other cash receipts are comprised of cash receipts related to
our variable patent royalty revenue, including the associated past
patent royalties, current technology solutions revenue, royalties
from static agreements, and patent sales.
When we collect payments on a front-loaded basis, we recognize a
deferred revenue liability equal to the cash received and accounts
receivable recorded which relate to revenue expected to be
recognized in future periods. That liability is then reduced as we
recognize revenue over the balance of the agreement. The following
table shows the projected amortization of our current and long term
deferred revenue as of March 31, 2022 (in
thousands):
|
|
|
|
|
|
|
Revenue |
Remainder of 2022 |
$ |
225,542 |
|
2023 |
57,331 |
|
2024 |
6,702 |
|
2025 |
920 |
|
2026 and thereafter |
— |
|
Total Revenue |
$ |
290,495 |
|
Revenue
First quarter 2022 recurring revenue was $99.1 million, compared to
recurring revenue of $78.6 million in first quarter 2021, a 26%
year-over-year increase due primarily to previously disclosed new
patent license agreements, as well as a new agreement with Sharp
signed in first quarter 2022. In first quarter 2022, revenues (in
descending order) from Apple, Samsung, Xiaomi, and Huawei each
comprised 10% or more of our consolidated revenues. Refer to
"Results
of Operations --First Quarter 2022 Compared to First Quarter
2021"
for further discussion of our 2022 revenue.
Restructuring Activities
On June 10, 2021, we announced that, as a result of a strategic
review of our research and innovation priorities, we commenced the
process of a collective economic layoff in which we proposed a
reduction in force of our research and innovation unit.
Additionally, in October 2021, we expanded our restructuring
efforts to include general and administrative functions largely
centered in the U.S. All impacted employees have been provided
notification of termination.
During first quarter 2022, we recognized $0.5 million of
restructuring expenses including $0.5 million of severance and
other benefits which are included within “Restructuring
Activities”
in the condensed consolidated statement of income.
We expect additional restructuring charges of $3.0 million to
$4.0 million largely related to aligning our facilities with
our current needs. We expect to see approximately $2.0 million of
related, annual cash savings as new leases begin in the second half
of this year.
Impact of COVID-19 Pandemic
The COVID-19 pandemic continues to significantly impact the United
States and the rest of the world. Though the COVID-19 pandemic and
the measures taken to reduce its transmission, such as the
imposition of social distancing and orders to work-from-home and
shelter-in-place, have altered our business environment and overall
working conditions, we continue to believe that our strategic
strengths, including talent, our strong balance sheet, stable
revenue base, and the strength of our patent portfolio, will allow
us to weather a rapidly changing marketplace.
While the environment in which we conduct our business and our
overall working conditions have changed as a result of the COVID-19
pandemic, we experienced a limited impact on our operations and
financial position during first quarter 2022. Fixed-fee royalties
accounted for 89% of our recurring revenues in fiscal year 2021.
These fixed-fee revenues are not directly affected by our related
licensees’ success in the market or the general economic climate.
To that end, in first quarter 2022, we did not experience a
significant impact on our contracted revenue due to COVID-19.
Meanwhile, we have taken steps to protect the health and safety of
our employees and their families, with the majority of our
workforce continuing to work remotely or on a hybrid basis. We
returned to in-person work as of April 2022 and all of our
locations are open. Despite any remote working conditions, our
business activities have continued to operate with minimal
interruption, and we expect them to continue to operate
efficiently. Although we have resumed work-related travel, a
portion of our licensing negotiations, investor presentations and
participation in standards organizations and industry events
virtually. Between March 12, 2020, when we began to work almost
entirely remotely, and March 31, 2022, we successfully concluded
nineteen new patent license agreements that we estimate will result
in revenues exceeding $570.0 million over their respective
lives. Our financial position remains strong, we believe we have
sufficient access to capital if needed, and we remain committed to
our efforts around cost discipline.
Comparability of Financial Results
When comparing first quarter 2022 financial results against other
periods, the following items should be taken into
consideration:
•Our
first quarter 2022 revenue includes $2.2 million of non-recurring
revenue primarily related to a new agreement with Sharp signed in
first quarter 2022.
•During
first quarter 2022, we recognized $0.5 million of restructuring
expenses. These costs resulted from our restructuring activities as
described in Note 11, "Restructuring
Activities",
within the notes to condensed consolidated financial statements
included in Part I, Item 1 of this Quarterly Report on Form 10-Q,
and are included within “Restructuring
activities”
in the condensed consolidated statement of income.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our significant accounting policies are described in Note 2,
"Summary
of Significant Accounting Policies and New Accounting
Guidance",
in the notes to consolidated financial statements included in our
2021 Form 10-K. A discussion of our critical accounting policies,
and the estimates related to them, are included in Management’s
Discussion and Analysis of Financial Condition and Results of
Operations in our 2021 Form 10-K. There have been no material
changes to our existing critical accounting policies from the
disclosures included in our 2021 Form 10-K. In addition, we have
analyzed the impact of COVID-19 on our financial statements as of
March 31, 2022, and we have determined that the changes to our
significant judgments and estimates did not have a material impact
on our financial statements. Refer to Note 1, “Basis
of Presentation,”
in the notes to condensed consolidated financial statements
included in Part I, Item 1 of this Quarterly Report on
Form 10-Q for updates related to new accounting pronouncements and
changes in accounting policies.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash, cash equivalents and
short-term investments, as well as cash generated from operations.
We believe we have the ability to obtain additional liquidity
through debt and equity financings. From time to time, we may
engage in a variety of transactions to augment our liquidity
position as our business dictates and to take advantage of
favorable interest rate environments or other market conditions,
including the incurrence or issuance of debt and the refinancing or
restructuring of existing debt. Based on our past performance and
current expectations, we believe our available sources of funds,
including cash, cash equivalents and short-term investments and
cash generated from our operations, will be sufficient to finance
our operations, capital requirements, debt obligations, existing
stock repurchase program, dividend program, and other contractual
obligations discussed below in both the short-term over the next
twelve months, and the long-term beyond twelve months.
Cash, cash equivalents, restricted cash and short-term
investments
As of March 31, 2022 and December 31, 2021, we had the
following amounts of cash, cash equivalents, restricted cash and
short-term investments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
|
Increase /
(Decrease) |
Cash and cash equivalents |
$ |
783,016 |
|
|
$ |
706,282 |
|
|
$ |
76,734 |
|
Restricted cash included within prepaid and other current
assets |
5,716 |
|
|
5,861 |
|
|
(145) |
|
Restricted cash included within other non-current
assets |
1,081 |
|
|
1,081 |
|
|
— |
|
Short-term investments |
116,204 |
|
|
235,345 |
|
|
(119,141) |
|
Total cash, cash equivalents, restricted cash and short-term
investments |
$ |
906,017 |
|
|
$ |
948,569 |
|
|
$ |
(42,552) |
|
The net decrease in cash, cash equivalents, restricted cash and
short-term investments was primarily attributable to cash used in
financing activities of $13.0 million, primarily related to
dividend payments, cash used in investing activities of $10.2
million, excluding sales and purchases of short-term investments,
and cash used in operating activities of $18.0 million. Refer to
the sections below for further discussion of these
items.
Cash flows used in operating activities
Cash flows used in operating activities in the first quarter 2022
and 2021 (in thousands) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
2022 |
|
2021 |
|
Increase /
(Decrease) |
Net cash used in operating activities |
$ |
(17,972) |
|
|
$ |
(9,842) |
|
|
$ |
(8,130) |
|
Our cash flows used in operating activities are principally derived
from cash receipts from patent license and technology solutions
agreements, offset by cash operating expenses and income tax
payments. The $8.1 million change in net cash used in operating
activities was primarily driven by lower cash receipts, primarily
attributable to the timing of cash receipts related existing patent
license agreements. The table below sets forth the significant
items comprising our cash flows provided by operating activities
during the three months ended March 31, 2022 and 2021 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
2022 |
|
2021 |
|
Increase / (Decrease) |
Cash Receipts: |
|
|
|
|
|
Patent royalties |
$ |
52,305 |
|
|
$ |
56,107 |
|
|
$ |
(3,802) |
|
Technology solutions |
90 |
|
|
1,881 |
|
|
(1,791) |
|
Total cash receipts |
52,395 |
|
|
57,988 |
|
|
(5,593) |
|
|
|
|
|
|
|
Cash Outflows: |
|
|
|
|
|
Cash operating expenses
a
|
46,465 |
|
|
48,360 |
|
|
(1,895) |
|
Income taxes paid
b
|
3,349 |
|
|
4,328 |
|
|
(979) |
|
Total cash outflows |
49,814 |
|
|
52,688 |
|
|
(2,874) |
|
|
|
|
|
|
|
Other working capital adjustments |
(20,553) |
|
|
(15,142) |
|
|
(5,411) |
|
|
|
|
|
|
|
Cash flows used in operating activities |
$ |
(17,972) |
|
|
$ |
(9,842) |
|
|
$ |
(8,130) |
|
______________________________
(a) Cash operating expenses include operating expenses less
depreciation of fixed assets, amortization of patents, non-cash
compensation and non-cash changes in fair value.
(b) Income taxes paid include foreign withholding
taxes.
Cash flows from investing and financing activities
Net cash provided by investing activities for the first quarter
2022 was $107.6 million, a $154.6 million change from $47.0 million
of net cash used in investing activities in the first quarter 2021.
During the first quarter 2022, we sold $117.8 million of short-term
marketable securities, net of purchases, and we capitalized $10.2
million of patent costs and property plant and equipment purchases.
During the first quarter 2021, we purchased $35.9 million of
short-term marketable securities, net of purchases, we capitalized
$10.0 million of patent costs and property plant and equipment
purchases, and invested $1.1 million in a new strategic
investment.
Net cash used in financing activities for the first quarter 2022
was $13.0 million, a change of $6.8 million from $19.9 million for
the first quarter 2021. This change was primarily attributable to
$5.8 million of repurchases of common stock and a $1.1 million
noncontrolling interest distribution during first quarter 2021,
partially offset by a $1.5 million noncontrolling interest
contribution in first quarter 2022.
Other
Our combined short-term and long-term deferred revenue balance as
of March 31, 2022 was approximately $290.5 million, a net
decrease of $20.6 million from December 31, 2021. This
decrease in deferred revenue was primarily attributable to timing
of cash receipts from our dynamic fixed-fee royalty agreements and
amortization of deferred revenue recognized in the
period.
Based on current license agreements, we expect the amortization of
dynamic fixed-fee royalty payments to reduce the March 31,
2022 deferred revenue balance of $290.5 million by $238.6
million over the next twelve months.
Convertible Notes
See Note 7, “Obligations”
to the notes to condensed consolidated financial statements
included in Part I, Item 1 of this Quarterly Report on Form 10-Q
for definitions of capitalized terms below.
Our 2024 Notes, which for purposes of this discussion are also
referred to as the "Convertible Notes", are included in the
dilutive earnings per share calculation using the if-converted
method. Under the if-converted method, we must assume that
conversion of convertible securities occurs at the beginning of the
reporting period. As of December 31, 2020, we made the irrevocable
election to settle all conversions of the 2024 Notes through
combination settlements of cash and shares of our common stock,
with a specified dollar amount of $1,000 per $1,000 principal
amount of 2024 Notes and any remaining amounts in shares of common
stock. As the principal amount must be paid in cash and only the
conversion spread is settled in shares, we only include the net
number of incremental shares that would be issued upon conversion.
We must calculate the number of shares of our common stock issuable
under the terms of the Convertible Notes based on the average
market price of our common stock during the applicable reporting
period and include that number in the total diluted shares figure
for the period.
At the time we issued the Convertible Notes, we entered into the
2024 Call Spread Transactions that together were designed to have
the economic effect of reducing the net number of shares that will
be issued in the event of conversion of the Convertible Notes by,
in effect, increasing the conversion price of the Convertible Notes
from our economic standpoint. However, under GAAP, since the impact
of the 2024 Note Hedge Transactions is anti-dilutive, we exclude
from the calculation of fully diluted shares the number of shares
of our common stock that we would receive from the counterparties
to these agreements upon settlement.
During periods in which the average market price of our common
stock is above the applicable conversion price of the Convertible
Notes ($81.29 per share for the 2024 Notes as of March 31,
2022) or above the strike price of the warrants ($109.43 per share
for the 2024 Warrant Transactions as of March 31, 2022), the
impact of conversion or exercise, as applicable, would be dilutive
and such dilutive effect is reflected in diluted earnings per
share. As a result, in periods where the average market price of
our common stock is above the conversion price or strike
price, as applicable, under the if-converted method, we calculate
the number of shares issuable under the terms of the Convertible
Notes and the warrants based on the average market price of the
stock during the period, and include that number in the total
diluted shares outstanding for the period.
Under the if-converted method, changes in the price per share of
our common stock can have a significant impact on the number of
shares that we must include in the fully diluted earnings per share
calculation. As described in Note 7, "Obligations,"
we made the irrevocable election to settle all conversions of the
2024 Notes through combination settlements of cash and shares of
our common stock, with a specified dollar amount of $1,000 per
$1,000 principal amount of 2024 Notes and any remaining amounts in
shares of our common stock ("net share settlement"). Assuming net
share settlement upon conversion, the following table illustrates
how, based on the $400.0 million aggregate principal amount of the
2024 Notes outstanding as of March 31, 2022, and the
approximately 4.9 million warrants related to the 2024 Notes
outstanding as of the same date, changes in our stock price would
affect (i) the number of shares issuable upon conversion of the
Convertible Notes, (ii) the number of shares issuable upon exercise
of the warrants subject to the 2024 Warrant Transactions, (iii) the
number of additional shares deemed outstanding with respect to the
Convertible Notes, after applying the if-converted method, for
purposes of calculating diluted earnings per share ("Total
If-Converted Method Incremental Shares"), (iv) the number of shares
of our common stock deliverable to us upon settlement of the 2024
Note Hedge Transactions and (v) the number of shares issuable upon
concurrent conversion of the Convertible Notes, exercise of the
warrants subject to the 2024 Warrant Transactions, and settlement
of the 2024 Note Hedge Transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 Notes |
Market Price Per Share |
Shares Issuable Upon Conversion of the 2024 Notes |
Shares Issuable Upon Exercise of the 2024 Warrant
Transactions |
Total If-Converted Method Incremental Shares |
Shares Deliverable to InterDigital upon Settlement of the 2024 Note
Hedge Transactions |
Incremental Shares Issuable
(a)
|
|
(Shares in thousands) |
$85 |
215 |
— |
215 |
(215) |
— |
$90 |
476 |
— |
476 |
(476) |
— |
$95 |
710 |
— |
710 |
(710) |
— |
$100 |
921 |
— |
921 |
(921) |
— |
$105 |
1,111 |
— |
1,111 |
(1,111) |
— |
$110 |
1,284 |
25 |
1,309 |
(1,284) |
25 |
$115 |
1,442 |
238 |
1,680 |
(1,442) |
238 |
$120 |
1,587 |
433 |
2,020 |
(1,587) |
433 |
$125 |
1,721 |
613 |
2,334 |
(1,721) |
613 |
$130 |
1,844 |
779 |
2,623 |
(1,844) |
779 |
______________________________
(a) Represents incremental shares issuable upon concurrent
conversion of convertible notes, exercise of warrants and
settlement of the hedge agreements.
RESULTS OF OPERATIONS
First Quarter 2022 Compared to First Quarter 2021
Revenues
The following table compares first quarter 2022 revenues to first
quarter 2021 revenues (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
Total Increase/(Decrease) |
Variable patent royalty revenue |
$ |
9,045 |
|
|
$ |
7,096 |
|
|
$ |
1,949 |
|
|
27 |
% |
Fixed-fee royalty revenue |
89,843 |
|
|
69,296 |
|
|
20,547 |
|
|
30 |
% |
Current patent royalties
a
|
98,888 |
|
|
76,392 |
|
|
22,496 |
|
|
29 |
% |
Non-current patent royalties
b
|
2,191 |
|
|
3,781 |
|
|
(1,590) |
|
|
(42) |
% |
Total patent royalties |
101,079 |
|
|
80,173 |
|
|
20,906 |
|
|
26 |
% |
Current technology solutions revenue
a
|
239 |
|
|
2,190 |
|
|
(1,951) |
|
|
(89) |
% |
|
|
|
|
|
|
|
|
Total revenue |
$ |
101,318 |
|
|
$ |
82,363 |
|
|
$ |
18,955 |
|
|
23 |
% |
a. Recurring revenues are comprised of
current patent royalties, inclusive of dynamic fixed-fee royalty
payments, and current technology solutions revenue.
b. Non-recurring revenues are comprised of
non-current patent royalties, which include past patent royalties
and royalties from static agreements, as well as patent
sales.
The increase in both total and recurring revenue was primarily
driven by previously disclosed new patent license agreements, as
well as a new agreement with Sharp signed in first quarter 2022.
These increases were offset by a decrease in technology solutions
revenues from a strategic partner, whose contract was terminated in
the first half of 2021.
In first quarter 2022 and first quarter 2021, 80% and 71% of our
total revenue, respectively, was attributable to licensees that
individually accounted for 10% or more of our total revenue. In
first quarter 2022 and first quarter 2021, the following licensees
accounted for 10% or more of our total revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
2022 |
|
2021 |
Customer A |
35% |
|
34% |
Customer B |
19% |
|
24% |
Customer C |
15% |
|
—% |
Customer D |
11% |
|
13% |
Operating Expenses
The following table summarizes the changes in operating expenses
between first quarter 2022 and first quarter 2021 by category (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
Increase/(Decrease) |
Patent administration and licensing |
$ |
42,095 |
|
|
$ |
36,574 |
|
|
$ |
5,521 |
|
|
15 |
% |
Development |
17,612 |
|
|
22,583 |
|
|
(4,971) |
|
|
(22) |
% |
Selling, general and administrative |
10,884 |
|
|
11,217 |
|
|
(333) |
|
|
(3) |
% |
Restructuring activities |
542 |
|
|
— |
|
|
542 |
|
|
100 |
% |
Total operating expenses |
$ |
71,133 |
|
|
$ |
70,374 |
|
|
$ |
759 |
|
|
1 |
% |
Operating expenses increased to $71.1 million in first quarter 2022
from $70.4 million in first quarter 2021. The $0.8 million increase
in total operating expenses was primarily due to changes in the
following items (in thousands):
|
|
|
|
|
|
|
Increase/(Decrease) |
Intellectual property enforcement and non-patent
litigation |
$ |
4,319 |
|
Share-based compensation |
3,236 |
|
Restructuring activities |
542 |
|
Personnel-related costs |
(4,847) |
|
Other |
(2,491) |
|
Total increase in operating expenses |
$ |
759 |
|
The $0.8 million increase in operating expenses was primarily due
to $4.3 million of additional intellectual property enforcement
costs related to the Lenovo and Oppo litigations, a $3.2 million
increase in share-based compensation expense primarily due to
impact of licensing success and $0.5 million of additional
restructuring costs. These increases were offset by a $4.8 million
decrease in personnel-related costs driven by cost savings from the
Company's overall restructuring plan.
Patent Administration and Licensing Expense:
The $5.5 million increase in patent administration and licensing
expense was primarily due to the above noted increased intellectual
property enforcement costs and share-based
compensation.
Development Expense:
Development expense decreased $5.0 million primarily resulting from
the decrease in personnel-related costs discussed above and a
decrease in consulting costs. These decreases in costs were
partially offset by the above noted increase in share-based
compensation.
Selling, General and Administrative Expense:
Selling, general and administrative expense was relatively flat as
compared to first quarter 2021 and consisted of an increase due to
the above noted increase in share-based compensation offset by a
decrease in consulting costs.
Restructuring Activities:
We incurred $0.5 million of restructuring expenses associated with
our overall restructuring plan, as described in Note 11,
"Restructuring
Activities"
within the notes to condensed consolidated financial statements
included in Part I, Item 1 of this Quarterly Report on Form
10-Q.
Non-Operating Expense
The following table compares first quarter 2022 non-operating
expense to first quarter 2021 non-operating expense (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
2022 |
|
2021 |
|
Increase/(Decrease) |
Interest expense |
$ |
(5,515) |
|
|
$ |
(6,990) |
|
|
$ |
1,475 |
|
|
21 |
% |
Interest and investment income |
209 |
|
|
553 |
|
|
(344) |
|
|
(62) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (expense) income, net |
(1,214) |
|
|
171 |
|
|
(1,385) |
|
|
(810) |
% |
Total non-operating expense |
$ |
(6,520) |
|
|
$ |
(6,266) |
|
|
$ |
(254) |
|
|
(4) |
% |
Other (expense) income, net changed $1.4 million primarily due
to a non-recurring $1.9 million gain on a contract termination
recognized in first quarter 2021.
Income taxes
In first quarter 2022 and 2021, we had an effective tax rate of
25.2% and 30.8%, respectively. The effective tax rate in both
periods was impacted by losses in certain jurisdictions where the
Company presently has recorded a valuation allowance against the
related tax benefit, as well as by the foreign-derived intangible
income deduction and non-deductible compensation. Excluding this
valuation allowance, our first quarter 2022 and 2021 effective tax
rate would have been 19.2% and 12.0%, respectively.
STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995 — FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements include certain information in
regarding our current beliefs, plans and expectations, including,
without limitation, the matters set forth below. Words such as
"believe," “anticipate,” “estimate,” “expect,” “project,” “intend,”
“plan,” “forecast,” "goal," "could," "would," "should," "if,"
"may," "might," "future," "target," "trend," "seek to," "will
continue," "predict," "likely," "in the event," and variations of
any such words or similar expressions contained herein are intended
to identify such forward-looking statements. Forward-looking
statements are made on the basis of management’s current views and
assumptions and are not guarantees of future performance. Although
the forward-looking statements in this Form 10-Q reflect the good
faith judgment of our management, such statements can only be based
on facts and factors currently known by us. Consequently,
forward-looking statements concerning our business, results of
operations and financial condition are inherently subject to risks
and uncertainties. These risks and uncertainties include, but are
not limited to, the risks and uncertainties described in
Part I, Item 1A of our 2021 Form 10-K and the risks and
uncertainties set forth below:
•unanticipated
delays, difficulties or accelerations in the execution of patent
license agreements;
•our
ability to leverage our strategic relationships and secure new
patent license agreements on acceptable terms;
•our
ability to enter into sales and/or licensing partnering
arrangements for certain of our patent assets;
•our
ability to enter into partnerships with leading inventors and
research organizations and identify and acquire technology and
patent portfolios that align with our roadmap;
•our
ability to commercialize our technologies and enter into customer
agreements;
•the
failure of the markets for our current or new technologies to
materialize to the extent or at the rate that we
expect;
•unexpected
delays or difficulties related to the development of our
technologies;
•changes
in our interpretations of, and assumptions and calculations with
respect to the impact on us of, the 2017 Tax Cuts and Jobs Act, as
well as further guidance that may be issued regarding such
act;
•risks
related to the potential impact of new accounting standards on our
financial position, results of operations or cash
flows;
•failure
to accurately forecast the impact of our restructuring activities
on our financial statements and our business;
•the
resolution of current legal proceedings, including any awards or
judgments relating to such proceedings, additional legal
proceedings, changes in the schedules or costs associated with
legal proceedings or adverse rulings in such
proceedings;
•the
timing and impact of potential administrative and legislative
matters;
•changes
or inaccuracies in market projections;
•our
ability to obtain liquidity through debt and equity
financings;
•the
potential effects that the ongoing COVID-19 pandemic and/or
corresponding macroeconomic uncertainty could have on our financial
position, results of operations and cash flows; and
•changes
in our business strategy.
You should carefully consider these factors before making any
investment decision with respect to our common stock. These
factors, individually or in the aggregate, may cause our actual
results to differ materially from our expected and historical
results. You should understand that it is not possible to predict
or identify all such factors. In addition, you should not place
undue reliance on the forward-looking statements contained herein,
which are made only as of the date of this Form 10-Q. We undertake
no obligation to revise or update publicly any forward-looking
statement for any reason, except as otherwise required by
law.
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
There have been no material changes in quantitative and qualitative
market risk from the disclosures included in our 2021 Form
10-K.
Item 4.
CONTROLS AND PROCEDURES.
The Company’s principal executive officer and principal financial
officer, with the assistance of other members of management, have
evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended) as of the end of
the period covered by this report. Based on that evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded
that our disclosure controls and procedures were effective to
ensure that the information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms and
to ensure that the information required to be disclosed by us in
the reports that we file or submit under the Securities Exchange
Act of 1934, as amended, is accumulated and communicated to our
management, including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions
regarding required disclosure. There were no changes in our
internal control over financial reporting that occurred during the
quarter ended March 31, 2022, that materially affected,
or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II — OTHER INFORMATION
Item 1.
LEGAL PROCEEDINGS.
See Note 5, “Litigation
and Legal Proceedings,”
to the Notes to Condensed Consolidated Financial Statements
included in Part I, Item 1 of this Quarterly Report on Form 10-Q
for a description of legal proceedings, which is incorporated
herein by reference.
Item 1A.
RISK FACTORS.
Reference is made to Part I, Item 1A, “Risk Factors” included in
our 2021 Form 10-K for information concerning risk factors, which
should be read in conjunction with the factors set forth in the
Statement Pursuant to the Private Securities Litigation Reform Act
of 1995 -- Forward-Looking Statements in Part I, Item 2 of this
Quarterly Report on Form 10-Q. There have been no material changes
with respect to the risk factors disclosed in our 2021 Form 10-K.
You should carefully consider such factors, which could materially
affect our business, financial condition or future results. The
risks described in the 2021 Form 10-K are not the only risks facing
our company. Additional risks and uncertainties not currently known
to us or that we currently deem to be immaterial also may
materially and adversely affect our business, financial condition
and/or operating results.
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
Issuer Purchases of Equity Securities
The following table provides information regarding the Company’s
purchases of its common stock during first quarter
2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
Total Number of Shares Purchased (1) |
|
Average Price Paid Per Share |
|
Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs (2) |
|
Maximum Number (or Approximate Dollar Value) of Shares That May Yet
Be Purchased Under the Plans or Programs (3) |
January 1, 2022 - January 31, 2022 |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
41,464,736 |
|
February 1, 2022 - February 28, 2022 |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
41,464,736 |
|
March 1, 2022 - March 31, 2022 |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
41,464,736 |
|
Total |
— |
|
|
$ |
— |
|
|
— |
|
|
$ |
41,464,736 |
|
(1) Total number of shares purchased during each period reflects
share purchase transactions that were completed (i.e., settled)
during the period indicated.
(2) Shares were purchased pursuant to the 2014 Repurchase Program,
$300 million of which was authorized by the Company’s Board of
Directors in June 2014, with an additional $100 million authorized
by the Company’s Board of Directors in each of June 2015, September
2017, December 2018, and May 2019, respectively. The 2014
Repurchase Program has no expiration date. The Company may
repurchase shares under the 2014 Repurchase Program through open
market purchases, pre-arranged trading plans, or privately
negotiated purchases.
(3) Amounts shown in this column reflect the amounts remaining
under the 2014 Repurchase
Program.
Item 4.
MINE SAFETY DISCLOSURES.
Not applicable.
Item 6.
EXHIBITS.
The following is a list of exhibits filed with this Quarterly
Report on Form 10-Q:
|
|
|
|
|
|
|
|
|
Exhibit
Number |
|
Exhibit Description |
|
|
|
|
|
|
|
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32.1+ |
|
|
|
|
|
32.2+ |
|
|
|
|
|
101.INS |
|
Inline Instance Document - the instance document does not appear in
the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document. |
|
|
|
101.SCH |
|
Inline Schema Document |
|
|
|
101.CAL |
|
Inline Calculation Linkbase Document |
|
|
|
101.DEF |
|
Inline Definition Linkbase Document |
|
|
|
101.LAB |
|
Inline Labels Linkbase Document |
|
|
|
101.PRE |
|
Inline Presentation Linkbase Document |
|
|
|
104 |
|
Inline Cover Page Interactive Data File (formatted as Inline XBRL
with applicable taxonomy extension information contained in
Exhibits 101) |
______________________________
|
|
|
|
|
|
|
|
|
+ |
|
This exhibit will not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78r),
or otherwise subject to the liability of that section. Such exhibit
will not be deemed to be incorporated by reference into any filing
under the Securities Act or Securities Exchange Act, except to the
extent that InterDigital, Inc. specifically incorporates it by
reference.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly
authorized.
|
|
|
|
|
|
|
|
|
|
INTERDIGITAL, INC. |
|
|
|
|
Date: May 5, 2022 |
/s/ LIREN CHEN |
|
|
Liren Chen
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
Date: May 5, 2022 |
/s/ RICHARD J. BREZSKI |
|
|
Richard J. Brezski
|
|
|
Chief Financial Officer |
|
InterDigital (NASDAQ:IDCC)
Historical Stock Chart
From Jul 2022 to Aug 2022
InterDigital (NASDAQ:IDCC)
Historical Stock Chart
From Aug 2021 to Aug 2022