Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 1-33579 | |
Entity Registrant Name | INTERDIGITAL, INC. | |
Entity Incorporation, State or Country Code | PA | |
Entity Tax Identification Number | 82-4936666 | |
Entity Address, Address Line One | 200 Bellevue Parkway | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Wilmington | |
Entity Address, State or Province | DE | |
Entity Address, Postal Zip Code | 19809-3727 | |
City Area Code | 302 | |
Local Phone Number | 281-3600 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | IDCC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,657,244 | |
Entity Central Index Key | 0001405495 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 833,533 | $ 706,282 |
Short-term investments | 67,076 | 235,345 |
Accounts receivable, less allowances of $0 and $322 | 48,801 | 31,113 |
Prepaid and other current assets | 86,393 | 77,545 |
Total current assets | 1,035,803 | 1,050,285 |
PROPERTY AND EQUIPMENT, NET | 11,261 | 13,377 |
PATENTS, NET | 371,687 | 363,585 |
DEFERRED TAX ASSETS | 103,047 | 98,408 |
OTHER NON-CURRENT ASSETS, NET | 95,697 | 102,501 |
Total non-current assets | 581,692 | 577,871 |
TOTAL ASSETS | 1,617,495 | 1,628,156 |
CURRENT LIABILITIES: | ||
Accounts payable | 9,222 | 7,155 |
Accrued compensation and related expenses | 20,215 | 32,638 |
Deferred revenue | 168,461 | 291,673 |
Dividends payable | 10,380 | 10,741 |
Other accrued expenses | 24,673 | 29,354 |
Total current liabilities | 232,951 | 371,561 |
LONG-TERM DEBT | 604,245 | 422,745 |
LONG-TERM DEFERRED REVENUE | 45,075 | 19,463 |
OTHER LONG-TERM LIABILITIES | 49,980 | 61,470 |
TOTAL LIABILITIES | 932,251 | 875,239 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Preferred Stock, $0.10 par value, 14,399 shares authorized, 0 shares issued and outstanding | 0 | 0 |
Common Stock, $0.01 par value, 100,000 shares authorized, 71,912 and 71,720 shares issued and 29,657 and 30,689 shares outstanding | 719 | 717 |
Additional paid-in capital | 704,370 | 713,599 |
Retained earnings | 1,458,674 | 1,441,105 |
Accumulated other comprehensive loss | (938) | (571) |
TOTAL SHAREHOLDERS’ EQUITY | 2,162,825 | 2,154,850 |
Treasury stock, 42,255 and 41,031 shares of common stock held at cost | 1,484,056 | 1,409,611 |
Total InterDigital, Inc. shareholders’ equity | 678,769 | 745,239 |
Noncontrolling interest | 6,475 | 7,678 |
Total equity | 685,244 | 752,917 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 1,617,495 | $ 1,628,156 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Accounts receivable, less allowances of $0 and $322 | $ 0 | $ 322 |
SHAREHOLDERS’ EQUITY: | ||
Preferred stock, par value (in USD per share) | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized (in shares) | 14,399,000 | 14,399,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 71,912,000 | 71,720,000 |
Common stock, shares outstanding (in shares) | 29,657,000 | 30,689,000 |
Treasury stock, shares of common held at cost (in shares) | 42,255,000 | 41,031,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUES | $ 124,657 | $ 87,735 | $ 225,975 | $ 170,098 |
OPERATING EXPENSES: | ||||
Patent administration and licensing | 45,417 | 40,970 | 87,512 | 77,544 |
Development | 17,086 | 21,870 | 34,698 | 44,453 |
Selling, general and administrative | 9,516 | 14,799 | 20,400 | 26,016 |
Restructuring activities | 2,738 | 13,245 | 3,280 | 13,245 |
Total Operating expenses | 74,757 | 90,884 | 145,890 | 161,258 |
Income (loss) from operations | 49,900 | (3,149) | 80,085 | 8,840 |
INTEREST EXPENSE | (6,272) | (6,666) | (11,787) | (13,656) |
OTHER (EXPENSE) INCOME, NET | (15,016) | 3,039 | (16,021) | 3,763 |
Income (loss) before income taxes | 28,612 | (6,776) | 52,277 | (1,053) |
INCOME TAX PROVISION | (8,028) | (21) | (13,989) | (1,786) |
NET INCOME (LOSS) | 20,584 | (6,797) | 38,288 | (2,839) |
Net loss attributable to noncontrolling interest | (485) | (8,415) | (775) | (10,028) |
NET INCOME ATTRIBUTABLE TO INTERDIGITAL, INC. | $ 21,069 | $ 1,618 | $ 39,063 | $ 7,189 |
NET INCOME PER COMMON SHARE — BASIC (in USD per share) | $ 0.69 | $ 0.05 | $ 1.28 | $ 0.23 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — BASIC (in shares) | 30,413 | 30,804 | 30,557 | 30,820 |
NET INCOME PER COMMON SHARE — DILUTED (in USD per share) | $ 0.69 | $ 0.05 | $ 1.26 | $ 0.23 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — DILUTED (in shares) | 30,710 | 31,189 | 30,992 | 31,192 |
Patent licensing royalties | ||||
REVENUES | $ 123,985 | $ 86,205 | $ 225,064 | $ 166,378 |
Technology solutions | ||||
REVENUES | $ 672 | $ 1,530 | $ 911 | $ 3,720 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 20,584 | $ (6,797) | $ 38,288 | $ (2,839) |
Unrealized loss on investments, net of tax | (57) | (69) | (367) | (139) |
Comprehensive income (loss) | 20,527 | (6,866) | 37,921 | (2,978) |
Comprehensive loss attributable to noncontrolling interest | (485) | (8,415) | (775) | (10,028) |
Total comprehensive income attributable to InterDigital, Inc. | $ 21,012 | $ 1,549 | $ 38,696 | $ 7,050 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Accumulated Other Comprehensive Loss | Non-Controlling Interest |
Beginning balance (in shares) at Dec. 31, 2020 | 71,389 | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 40,573 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 796,566 | $ (39,762) | $ 714 | $ 738,481 | $ (55,349) | $ 1,413,969 | $ 15,587 | $ (1,379,611) | $ (184) | $ 23,197 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
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) | (10,766) | 210 | (10,976) | |||||||
Exercise of common stock options (in shares) | 32 | |||||||||
Exercise of common stock options | 737 | 737 | ||||||||
Issuance of common stock, net (in shares) | 55 | |||||||||
Issuance of common stock, net | (2,962) | (2,962) | ||||||||
Amortization of unearned compensation | 2,153 | 2,153 | ||||||||
Repurchase of common stock (in shares) | 91 | |||||||||
Repurchase of common stock | (5,750) | $ (5,750) | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 71,476 | |||||||||
Ending balance (in shares) at Mar. 31, 2021 | 40,664 | |||||||||
Ending balance at Mar. 31, 2021 | 742,995 | $ 714 | 683,270 | 1,424,151 | $ (1,385,361) | (254) | 20,475 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 71,389 | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 40,573 | |||||||||
Beginning balance at Dec. 31, 2020 | 796,566 | $ (39,762) | $ 714 | 738,481 | $ (55,349) | 1,413,969 | $ 15,587 | $ (1,379,611) | (184) | 23,197 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income attributable to InterDigital, Inc. | 7,189 | |||||||||
Net loss attributable to noncontrolling interest | (10,028) | |||||||||
Net change in unrealized loss on short-term investments | (139) | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 71,588 | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 40,746 | |||||||||
Ending balance at Jun. 30, 2021 | 726,667 | $ 715 | 690,123 | 1,414,844 | $ (1,390,752) | (323) | 12,060 | |||
Beginning balance (in shares) at Mar. 31, 2021 | 71,476 | |||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 40,664 | |||||||||
Beginning balance at Mar. 31, 2021 | 742,995 | $ 714 | 683,270 | 1,424,151 | $ (1,385,361) | (254) | 20,475 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income attributable to InterDigital, Inc. | 1,618 | 1,618 | ||||||||
Net loss attributable to noncontrolling interest | (8,415) | (8,415) | ||||||||
Net change in unrealized loss on short-term investments | (69) | (69) | ||||||||
Dividends declared ($0.35 per share) | (10,767) | 158 | (10,925) | |||||||
Exercise of common stock options (in shares) | 71 | |||||||||
Exercise of common stock options | 3,632 | $ 1 | 3,631 | |||||||
Issuance of common stock, net (in shares) | 41 | |||||||||
Issuance of common stock, net | (711) | (711) | ||||||||
Amortization of unearned compensation | 3,775 | 3,775 | ||||||||
Repurchase of common stock (in shares) | 82 | |||||||||
Repurchase of common stock | (5,391) | $ (5,391) | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 71,588 | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 40,746 | |||||||||
Ending balance at Jun. 30, 2021 | $ 726,667 | $ 715 | 690,123 | 1,414,844 | $ (1,390,752) | (323) | 12,060 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 30,689 | 71,720 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 41,031 | 41,031 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 752,917 | $ 717 | 713,599 | 1,441,105 | $ (1,409,611) | (571) | 7,678 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
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) | (10,803) | 158 | (10,961) | |||||||
Exercise of common stock options (in shares) | 24 | |||||||||
Exercise of common stock options | 1,226 | 1,226 | ||||||||
Issuance of common stock, net (in shares) | 139 | |||||||||
Issuance of common stock, net | (5,026) | $ 1 | (5,027) | |||||||
Amortization of unearned compensation | 5,386 | 5,386 | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 71,883 | |||||||||
Ending balance (in shares) at Mar. 31, 2022 | 41,031 | |||||||||
Ending balance at Mar. 31, 2022 | $ 760,666 | $ 718 | 715,342 | 1,448,138 | $ (1,409,611) | (881) | 6,960 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 30,689 | 71,720 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 41,031 | 41,031 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 752,917 | $ 717 | 713,599 | 1,441,105 | $ (1,409,611) | (571) | 7,678 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income attributable to InterDigital, Inc. | 39,063 | |||||||||
Net loss attributable to noncontrolling interest | (775) | |||||||||
Net change in unrealized loss on short-term investments | $ (367) | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 29,657 | 71,912 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 42,255 | 42,255 | ||||||||
Ending balance at Jun. 30, 2022 | $ 685,244 | $ 719 | 704,370 | 1,458,674 | $ (1,484,056) | (938) | 6,475 | |||
Beginning balance (in shares) at Mar. 31, 2022 | 71,883 | |||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 41,031 | |||||||||
Beginning balance at Mar. 31, 2022 | 760,666 | $ 718 | 715,342 | 1,448,138 | $ (1,409,611) | (881) | 6,960 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income attributable to InterDigital, Inc. | 21,069 | 21,069 | ||||||||
Net loss attributable to noncontrolling interest | (485) | (485) | ||||||||
Net change in unrealized loss on short-term investments | (57) | (57) | ||||||||
Dividends declared ($0.35 per share) | (10,380) | 153 | (10,533) | |||||||
Exercise of common stock options (in shares) | 0 | |||||||||
Exercise of common stock options | 0 | 0 | ||||||||
Issuance of common stock, net (in shares) | 29 | |||||||||
Issuance of common stock, net | (707) | $ 1 | (708) | |||||||
Amortization of unearned compensation | 3,977 | 3,977 | ||||||||
Repurchase of common stock (in shares) | 1,224 | |||||||||
Repurchase of common stock | (74,445) | $ (74,445) | ||||||||
Net convertible note hedge transactions, net of tax | (54,257) | (54,257) | ||||||||
Net warrant transactions | $ 39,863 | 39,863 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 29,657 | 71,912 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 42,255 | 42,255 | ||||||||
Ending balance at Jun. 30, 2022 | $ 685,244 | $ 719 | $ 704,370 | $ 1,458,674 | $ (1,484,056) | $ (938) | $ 6,475 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends declared (in USD per share) | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 38,288 | $ (2,839) |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 40,436 | 39,550 |
Non-cash interest expense, net | 3,058 | 3,861 |
Non-cash change in fair-value | (1,404) | (949) |
Change in deferred revenue | (127,700) | (86,659) |
Loss on extinguishment of long-term debt | 11,190 | 0 |
Deferred income taxes | 9,850 | (2,409) |
Share-based compensation | 9,363 | 5,928 |
Asset impairment | 2,427 | 11,000 |
(Increase) Decrease in assets | ||
Receivables | (17,688) | 4,006 |
Deferred charges and other assets | 1,434 | (6,384) |
Increase (Decrease) increase in liabilities: | ||
Accounts payable | 5,701 | (375) |
Accrued compensation and other expenses | (26,695) | (1,831) |
Net cash used in operating activities | (51,740) | (37,101) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of short-term investments | (1,929) | (327,426) |
Sales of short-term investments | 166,729 | 354,165 |
Purchases of property and equipment | (762) | (937) |
Capitalized patent costs | (21,323) | (20,228) |
Long-term investments | 0 | (1,091) |
Net cash provided by investing activities | 142,715 | 4,483 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible senior notes | 460,000 | 0 |
Purchase of convertible bond hedge | (80,500) | 0 |
Proceeds from issuance of warrants | 43,700 | 0 |
Payments on long-term debt | (282,499) | 0 |
Proceeds from hedge unwind | 11,851 | 0 |
Payment for warrant unwind | (3,837) | 0 |
Payments of debt issuance costs | (8,726) | 0 |
Repurchase of common stock | (74,445) | (11,141) |
Net proceeds from exercise of stock options | 1,226 | 4,369 |
Net proceeds from exercise of stock options | 1,500 | 0 |
Non-controlling interest distribution | 0 | (1,109) |
Taxes withheld upon restricted stock unit vestings | (5,733) | (3,673) |
Dividends paid | (21,544) | (21,525) |
Net cash provided by (used in) financing activities | 40,993 | (33,079) |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 131,968 | (65,697) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 713,224 | 477,663 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | $ 845,192 | $ 411,966 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited, condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position of InterDigital, Inc. (individually and/or collectively with its subsidiaries referred to as “InterDigital,” the “Company,” “we,” “us” or “our,” unless otherwise indicated) as of June 30, 2022, the results of our operations for the three and six months ended June 30, 2022 and 2021 and our cash flows for the six months ended June 30, 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 June 30, 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 and six months ended March 31, 2021 and June 30, 2021, respectively. We will prospectively revise our previously issued financial statements as of and for the interim period ended September 30, 2021 in connection with our third quarter 2022 quarterly filing 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 six months ended June 30, 2022 and 2021 (in thousands): For the Six Months Ended June 30, SUPPLEMENTAL CASH FLOW INFORMATION: 2022 2021 Interest paid $ 3,938 $ 4,000 Income taxes paid, including foreign withholding taxes 4,363 4,793 Non-cash investing and financing activities: Dividend payable 10,380 10,794 Accrued debt issuance costs 1,233 — Right-of-use assets obtained in exchange of operating lease liabilities 417 — Non-cash acquisition of patents 30,100 — Non-cash distribution of patents 1,928 — Accrued capitalized patent costs and property and equipment purchases 3,634 3,561 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. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregated Revenue The following table presents the disaggregation of our revenue for the three and six months ended June 30, 2022 and 2021 (in thousands): Three months ended June 30, 2022 2021 Increase/(Decrease) Variable patent royalty revenue $ 7,673 $ 7,323 $ 350 5 % Fixed-fee royalty revenue 91,756 69,296 22,460 32 % Current patent royalties a 99,429 76,619 22,810 30 % Non-current patent royalties b 24,556 9,586 14,970 156 % Total patent royalties 123,985 86,205 37,780 44 % Current technology solutions revenue a 672 1,530 (858) (56) % Total revenue $ 124,657 $ 87,735 $ 36,922 42 % Six months ended June 30, 2022 2021 Increase/(Decrease) Variable patent royalty revenue $ 16,718 $ 14,419 $ 2,299 16 % Fixed-fee royalty revenue 181,599 138,592 43,007 31 % Current patent royalties a 198,317 153,011 45,306 30 % Non-current patent royalties b 26,747 13,367 13,380 100 % Total patent royalties 225,064 166,378 58,686 35 % Current technology solutions revenue a 911 3,720 (2,809) (76) % Total revenue $ 225,975 $ 170,098 $ 55,877 33 % a. Recurring revenues are comprised of current patent royalties, inclusive of dynamic fixed-fee royalty payments, and current technology solutions revenue from the tables above. 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 from the tables above. During the six months ended June 30, 2022, we recognized $164.0 million of revenue that had been included in deferred revenue as of the beginning of the period. As of June 30, 2022, we had contract assets of $24.5 million and $7.8 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 June 30, 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 $ 148,513 2023 129,365 2024 80,951 2025 68,573 2026 and thereafter 5,181 Total Revenue $ 432,583 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES In the six months ended June 30, 2022 and 2021, the Company had an effective tax rate of 26.8% and (169.6)%, respectively. The effective tax rate in both periods was impacted by losses in certain jurisdictions where the Company presently has recorded a valuation allowance against the related tax benefit. Excluding this valuation allowance, our effective tax rate for the six months ended June 30, 2022 and 2021 would have been 23.2% and 104.3% respectively. During both the six months ended June 30, 2022 and 2021, the Company recorded a discrete net benefit of $2.2 million and $0.6 million, respectively, primarily related to extinguishment of long-term debt and share-based compensation. The effective tax rate reported in any given year will continue to be influenced by a variety of factors, including timing differences between the recognition of book and tax revenue, the level of pre-tax income or loss, the foreign vs. domestic classification of the Company’s customers, and any discrete items that may occur. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | 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 June 30, Six months ended June 30, 2022 2021 2022 2021 Net income applicable to InterDigital, Inc. $ 21,069 $ 1,618 $ 39,063 $ 7,189 Weighted-average shares outstanding: Basic 30,413 30,804 30,557 30,820 Dilutive effect of stock options, RSUs, convertible securities and warrants 297 385 435 372 Diluted 30,710 31,189 30,992 31,192 Earnings per share: Basic $ 0.69 $ 0.05 $ 1.28 $ 0.23 Dilutive effect of stock options, RSUs, convertible securities and warrants — — (0.02) — Diluted $ 0.69 $ 0.05 $ 1.26 $ 0.23 Shares of common stock issuable upon the exercise or conversion of certain securities have been excluded from our computation of EPS because the strike price or conversion rate, as applicable, of such securities was greater than the average market price of our common stock and, as a result, the effect of such exercise or conversion would have been anti-dilutive. Set forth below are the securities and the weighted average number of shares of common stock underlying such securities that were excluded from our computation of EPS for the periods presented (in thousands): Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Restricted stock units and stock options 529 30 471 205 Warrants 5,880 4,921 5,400 4,921 Total 6,409 4,951 5,871 5,126 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. |
Litigation and Legal Proceeding
Litigation and Legal Proceedings | 6 Months Ended |
Jun. 30, 2022 | |
Litigation Settlement [Abstract] | |
LITIGATION AND LEGAL PROCEEDINGS | 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. On June 10, 2022, the Company sought permission from the Court of Appeal 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 commenced on May 10, 2022 and concluded on May 18, 2022. The fourth technical trial is scheduled to commence on October 3, 2022 and expected to be completed by October 17, 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. Germany 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 scheduled hearings for November 17, 2022, and December 14, 2022. The Mannheim Regional Court has scheduled a hearing for December 16, 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. On May 20, 2022, the Company filed an application challenging, among other things, process of service and the jurisdiction of the Guangzhou IP Court. That application remains pending. Spain Proceeding On March 1, 2022, a subsidiary of the Company filed patent infringement claims in the Barcelona Commercial Courts against Oppo and certain of its affiliates, OnePlus and certain of its affiliates, and realme and certain of its affiliates. The Company filed its amended complaint on April 25, 2022, alleging infringement of European Patent Nos. 3,355,537; 2,485,558; 2,421,318; and 2,557,715 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. 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 June 30, 2022. |
Cash, Concentration of Credit R
Cash, Concentration of Credit Risk and Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
CASH, CONCENTRATION OF CREDIT RISK AND FAIR VALUE OF FINANCIAL INSTRUMENTS | CASH, CONCENTRATION OF CREDIT RISK AND FAIR VALUE OF FINANCIAL INSTRUMENTS Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash currently consists of money market and demand accounts. The following table provides a reconciliation of total cash, cash equivalents and restricted cash as of June 30, 2022, December 31, 2021 and June 30, 2021 to the captions within the condensed consolidated balance sheets and condensed consolidated statements of cash flows (in thousands): June 30, December 31, June 30, 2022 2021 2021 Cash and cash equivalents $ 833,533 $ 706,282 $ 410,144 Restricted cash included within prepaid and other current assets 10,578 5,861 741 Restricted cash included within other non-current assets 1,081 1,081 1,081 Total cash, cash equivalents and restricted cash $ 845,192 $ 713,224 $ 411,966 Concentration of Credit Risk and Fair Value of Financial Instruments Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash equivalents, short-term investments, and accounts receivable. We place our cash equivalents and short-term investments only in highly rated financial instruments and in United States government instruments. Our accounts receivable and contract assets are derived principally from patent license and technology solutions agreements. As of June 30, 2022 three licensees comprised 84% 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 June 30, 2022 and December 31, 2021 (in thousands): Fair Value as of June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Money market and demand accounts (a) $ 845,192 $ — $ — $ 845,192 Commercial paper (b) — 9,993 — 9,993 U.S. government securities — 43,188 — 43,188 Corporate bonds, asset backed and other securities — 13,895 — 13,895 Total $ 845,192 $ 67,076 $ — $ 912,268 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 June 30, 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 Investments in Other Entities During the second quarter 2022 and 2021, we recognized $1.6 million and $1.0 million, respectively, of gains resulting from observable price changes of our long-term strategic investments, which were included within “Other (expense) income, net” in the condensed consolidated statement of income. 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 June 30, 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 and recognized an $11.0 million patent impairment during the second quarter 2021. 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 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 Convertible Notes The principal amount, carrying value and related estimated fair value of the Company's Convertible Notes reported in the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021 was as follows (in thousands). The aggregate fair value of the principal amount of the Convertible Notes is a Level 2 fair value measurement. June 30, 2022 December 31, 2021 Principal Carrying Fair Principal Carrying Fair 2027 Senior Convertible Long-Term Debt $ 460,000 $ 450,183 $ 467,452 $ — $ — $ — 2024 Senior Convertible Long-Term Debt $ 126,174 $ 125,065 $ 123,259 $ 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 June 30, 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. June 30, 2022 December 31, 2021 Carrying Fair Carrying Fair Technicolor Patent Acquisition Long-Term Debt $ 28,997 $ 28,103 $ 27,113 $ 28,569 |
Obligations
Obligations | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
OBLIGATIONS | OBLIGATIONS 2027 Notes, and Related Note Hedge and Warrant Transactions On May 27, 2022 we issued $460.0 million in aggregate principal amount of 3.50% Senior Convertible Notes due 2027 (the "2027 Notes"). The net proceeds from the issuance of the 2027 Notes, after deducting the initial purchasers' transaction fees and offering expenses, were approximately $450.0 million. The 2027 Notes bear interest at a rate of 3.50% per year, payable in cash on June 1 and December 1 of each year, commencing on December 1, 2022, and mature on June 1, 2027, unless earlier redeemed, converted or repurchased. The 2027 Notes will be convertible into cash up to the aggregate principal amount of the notes to be converted and in respect of the remainder, if any, of the Company’s obligation in excess of the aggregate principal amount of the notes being converted, pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election, at an initial conversion rate of 12.9041 shares of Common Stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $77.49 per share). The conversion rate, and thus the conversion price, may be adjusted under certain circumstances, including in connection with conversions made following fundamental changes and under other circumstances as set forth in the indenture governing the 2027 Notes. Prior to 5:00 p.m., New York City time, on the business day immediately preceding March 1, 2027, the notes will be convertible only under the following circumstances: (1) on any date during any calendar quarter (and only during such calendar quarter) beginning after September 30, 2022 if the closing sale price of the Common Stock was more than 130% of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter; (2) if the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants (other than in connection with a stockholder rights plan prior to separation of such rights from the shares of the Common Stock) entitling them to purchase, for a period of 45 calendar days or less from the issuance date for such distribution, shares of Common Stock at a price per share less than the average closing sale price for the ten consecutive trading day period ending on, and including, the trading day immediately preceding the declaration date for such distribution; (3) if the Company distributes to all or substantially all holders of the Common Stock any cash or other assets, debt securities or rights to purchase the Company’s securities (other than pursuant to a rights plan), which distribution has a per share value exceeding 10% of the closing sale price of the Common Stock on the trading day immediately preceding the declaration date for such distribution; (4) if the Company engages in certain corporate transactions as described in the indenture governing the 2027 Notes; (5) if the Company calls the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; (6) during a specified period if a fundamental change (as defined in the indenture governing the 2027 Notes) occurs; or (7) during the five consecutive business day period following any five consecutive trading day period in which the trading price for the notes for each day during such five trading day period was less than 98% of the closing sale price of the Common Stock multiplied by the applicable conversion rate on each such trading day. Commencing on March 1, 2027, the notes will be convertible in multiples of $1,000 principal amount, at any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date of the notes. The Company may not redeem the notes prior to June 5, 2025. The Company may redeem for cash all or any portion of the notes, at the Company’s option, on or after June 5, 2025, if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on and including the trading day preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding the redemption date. If a fundamental change (as defined in the indenture governing the 2027 Notes) occurs, holders may require the Company to purchase all or a portion of their Notes for cash at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2027 Notes are the Company’s senior unsecured obligations and rank equally in right of payment with any of the Company’s current and any future senior unsecured indebtedness, including its 2.00% senior convertible notes due 2024 (the “2024 Notes” and together with the 2027 Notes, the "Convertible Notes"). The 2027 Notes are effectively subordinated to all of the Company’s future secured indebtedness to the extent of the value of the related collateral, and the 2027 Notes are structurally subordinated to indebtedness and other liabilities, including trade payables, of the Company’s subsidiaries. On May 24 and May 25, 2022, in connection with the offering of the 2027 Notes, we entered into convertible note hedge transactions (collectively, the “2027 Note Hedge Transactions”) that cover, subject to customary anti-dilution adjustments, approximately 5.9 million shares of common stock, in the aggregate, at a strike price that initially corresponds to the initial conversion price of the 2027 Notes, subject to adjustment, and are exercisable upon any conversion of the 2027 Notes. The aggregate cost of the 2027 Note Hedge Transactions was $80.5 million. Also on May 24 and May 25, 2022, we also entered into privately negotiated warrant transactions (collectively, the “2027 Warrant Transactions” and, together with the 2027 Note Hedge Transactions, the “2027 Call Spread Transactions”), whereby we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 5.9 million shares of common stock at an initial strike price of $106.37 per share, subject to adjustment. As consideration for the 2027 Warrant Transactions, we received aggregate proceeds of $43.7 million. The net cost of the 2027 Call Spread Transactions was $36.8 million, which was funded out of the net proceeds from the offering of the 2027 Notes. Accounting Treatment of the 2027 Notes and Related Convertible Note Hedge and Warrant Transactions The 2027 Call Spread Transactions were classified as equity and the 2027 Notes were classified as long-term debt. The effective interest rate is approximately 4.02%. In connection with the above-noted transactions, the Company incurred approximately $10.0 million of directly related costs, which were capitalized as deferred financing costs and as a reduction of long-term debt. These costs are being amortized as interest expense over the term of the debt using the effective interest method. 2024 Notes, and Related Note Hedge and Warrant Transactions On June 3, 2019, we issued $400.0 million in aggregate principal amount of 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 redeemed, converted or repurchased. The effective interest rate of the 2024 Notes is 2.46%. 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 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 governing the 2024 Notes. 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. During second quarter 2022, the Company repurchased $273.8 million in aggregate principal amount of the 2024 Notes in privately negotiated transactions concurrently with the offering of the 2027 Notes. We specifically negotiated the repurchase of the 2024 Notes with investors who concurrently purchased the 2027 Notes, such that their purchase of the 2027 Notes funded our repurchase of the 2024 Notes. As a result of the partial repurchase of the 2024 Notes, $126.2 million in aggregate principal amount of the 2024 Notes remained outstanding as of June 30, 2022. Additionally, in connection with the partial repurchase of the 2024 Notes, the Company entered into partial unwind agreements that amend the terms of the 2024 Note Hedge Transactions to reduce the number of options corresponding to the principal amount of the repurchased 2024 Notes. The unwind agreements also reduce the number of warrants exercisable under the 2024 Warrant Transactions. As a result of the partial unwind transactions, approximately 1.6 million shares of common stock in the aggregate were covered under each of the 2024 Note Hedge Transactions and the 2024 Warrant Transactions as of June 30, 2022. As of June 30, 2022, the warrants under the 2024 Warrant Transactions had a strike price of approximately $109.43 per share, as adjusted. Proceeds received from the unwind of the 2024 Note Hedge Transactions were $11.9 million, and consideration paid for the unwind of the 2024 Warrant Transactions was $3.8 million, resulting in net proceeds received of $8.0 million for the combined unwind transactions. Because the concurrent redemption of the 2024 Notes and a portion of issuance of the 2027 Notes were executed with the same investors, we evaluated the transaction as a debt restructuring, on a creditor by creditor basis. The accounting conclusion was based on whether the exchange was a contemporaneous exchange of cash between the same debtor and creditor in connection with the issuance of a new debt obligation and satisfaction of an existing debt obligation by the debtor and if it was determined to have substantially different terms. All creditors involved in the repurchase transaction also purchased 2027 Notes in approximately the same or greater amount as the 2024 Notes principal repurchased. Additionally, the repurchase of the 2024 Notes and issuance of the 2027 Notes were deemed to have substantially different terms on the basis that the fair value of the conversion feature increased by more than 10% of the carrying value of the 2024 Notes, and therefore, the repurchase of the 2024 Notes was accounted for as a debt extinguishment. We recognized a $11.2 million loss on extinguishment of debt during second quarter 2022 in connection with this repurchase, which is included within "Other (expense) income, net" in the condensed consolidated statement of income. The loss on extinguishment represents the difference between the fair value of consideration paid to reacquire the 2024 Notes and the carrying amount of the debt, including any unamortized debt issuance costs attributable to the 2024 Notes redeemed. The remaining unamortized debt issuance costs of $1.2 million will continue to be amortized throughout the remaining life of the 2024 Notes. The following table reflects the carrying value of our Convertible Notes long-term debt as of June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 2027 Notes 2024 Notes Total 2024 Notes Principal $ 460,000 $ 126,174 $ 586,174 $ 400,000 Less: Deferred financing costs (9,817) (1,109) (10,926) (4,368) Net carrying amount of the Convertible Notes $ 450,183 $ 125,065 $ 575,248 $ 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 and six months ended June 30, 2022 and 2021 relating to the contractual interest coupon and the amortization of deferred financing costs of the Convertible Notes (in thousands): Three months ended June 30, 2022 2021 2027 Notes 2024 Notes Total 2024 Notes Contractual coupon interest $ 1,476 $ 1,498 $ 2,974 $ 2,000 Amortization of deferred financing costs 142 318 460 402 Total $ 1,618 $ 1,816 $ 3,434 $ 2,402 Six months ended June 30, 2022 2021 2027 Notes 2024 Notes Total 2024 Notes Contractual coupon interest $ 1,476 $ 3,498 $ 4,974 $ 4,000 Amortization of deferred financing costs 142 742 884 800 Total $ 1,618 $ 4,240 $ 5,858 $ 4,800 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 June 30, 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 and six months ended June 30, 2022, we recognized $1.0 million and $1.9 million, respectively, of interest expense related to this debt, compared to $0.8 million and $1.6 million during the three and six months ended June 30, 2021, respectively. This was included within “ Interest Expense ” in the condensed consolidated statements of income. Any future payments made to CPPIB Credit, or additional proceeds received from CPPIB Credit, will decrease or increase the long-term debt balance accordingly. Technicolor Contingent Consideration As part of the Technicolor Patent Acquisition, we entered into a revenue-sharing arrangement with Technicolor that created a contingent consideration liability. Under the revenue-sharing arrangement, Technicolor receives 42.5% of future cash receipts from new licensing efforts from the Madison Arrangement only, subject to certain conditions and hurdles. As of June 30, 2022, the contingent consideration liability from the revenue-sharing arrangement was deemed not probable and is therefore not reflected within the consolidated financial statements. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES As further discussed below, we are the primary beneficiary of three variable interest entities. As of June 30, 2022, the combined book values of the assets and liabilities associated with these variable interest entities included in our condensed consolidated balance sheet were $19.7 million and $0.5 million, respectively. Assets included $6.5 million of cash and cash equivalents, $4.0 million of accounts receivable and prepaid and other current assets, and $9.1 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. 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 and six months ended June 30, 2022, we allocated approximately $0.5 million and $0.8 million, respectively, of Convida Wireless's net loss to noncontrolling interests held by other parties and for the three and six months ended June 30, 2021, we allocated $6.2 million and $7.7 million, respectively. 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 each of the three and six months ended June 30, 2022, we allocated $0.0 million of Chordant's net loss to noncontrolling interests held by other parties, and for the three and six months ended June 30, 2021, we allocated $2.2 million and $2.3 million, respectively. Chordant ceased operations during 2021. 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. |
Other (Expense) Income, Net
Other (Expense) Income, Net | 6 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
OTHER (EXPENSE) INCOME, NET | OTHER (EXPENSE) INCOME, NET The amounts included in " Other (expense) income, net " in the condensed consolidated statements of income for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Interest and investment income $ 297 $ 446 $ 506 $ 999 Loss on extinguishment of long-term debt (11,190) — (11,190) — Other (4,123) 2,593 (5,337) 2,764 Other (expense) income, net $ (15,016) $ 3,039 $ (16,021) $ 3,763 The change in Other (expense) income, net for the three and six months ended June 30, 2022 and 2021 was $18.1 million and $19.8 million, respectively. The changes between both the three months ended June 30, 2022 and 2021 and the six months ended June 30, 2022 and 2021 were primarily due to the $11.2 million loss on extinguishment of the 2024 Notes, as described further in Note 7, " Obligations ", and due to a foreign currency translation loss in the three and six months ended June 30, 2022 arising from euro translation of our foreign subsidiaries. Additionally, Other included gains resulting from observable price changes of our long-term strategic investments, which were $1.6 million recognized in second quarter 2022 and $1.0 million recognized in second quarter 2021, and a $1.9 million gain on a contract termination recognized in first quarter 2021. |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | OTHER ASSETS The amounts included in " Prepaid and other current assets " in the consolidated balance sheet as of June 30, 2022 and December 31, 2021 were as follows (in thousands): June 30, 2022 December 31, 2021 Tax receivables $ 63,183 $ 57,127 Restricted cash 10,578 5,861 Prepaid assets 6,085 5,479 Patents held for sale 4,000 4,000 Other current assets 2,547 5,078 Total Prepaid and other current assets $ 86,393 $ 77,545 The amounts included in " Other non-current assets, net " in the consolidated balance sheet as of June 30, 2022 and December 31, 2021 were as follows (in thousands): June 30, 2022 December 31, 2021 Tax receivables $ 24,654 $ 30,026 Long-term investments 22,684 21,280 Goodwill 22,421 22,421 Right-of-use assets 14,692 17,851 Other non-current assets 11,246 10,923 Total Other non-current assets, net $ 95,697 $ 102,501 |
Restructuring Activities
Restructuring Activities | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | 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. As part of the Company’s ongoing evaluation of its flexible work policy and the impact of returning to the office, the Company has evaluated its current office space footprint and its expected needs going forward. As the result of this evaluation, during the second quarter 2022, we recognized a $2.4 million impairment, comprised of $0.4 million of property and equipment and $2.0 million of right of use assets, related to the abandonment of portions of three of our leased properties, which was included within “Restructuring activities” in the condensed consolidated statement of income. 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. As of June 30, 2022, the Company's restructuring liability was $8.8 million, of which $0.6 million was included in " Accounts payable ", $0.9 million was included in " Accrued compensation and related expenses ", and $7.3 million 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 Accrual 310 Cash payments (5,199) Other (639) Balance as of June 30, 2022 $ 8,818 The restructuring expenses included in " Restructuring activities " in the condensed consolidated statements of income for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Asset impairment $ 2,427 $ 11,000 $ 2,427 $ 11,000 Severance and other benefits (221) 11,086 305 11,086 Outside services and other associated costs 532 1,199 548 1,199 Reimbursement arrangements — (10,040) — (10,040) Total $ 2,738 $ 13,245 $ 3,280 $ 13,245 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 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. |
Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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. |
Reclassifications | Certain reclassifications have been made to prior year amounts to conform to the current year presentation. |
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. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of supplemental cash flow information | The following table presents additional supplemental cash flow information for the six months ended June 30, 2022 and 2021 (in thousands): For the Six Months Ended June 30, SUPPLEMENTAL CASH FLOW INFORMATION: 2022 2021 Interest paid $ 3,938 $ 4,000 Income taxes paid, including foreign withholding taxes 4,363 4,793 Non-cash investing and financing activities: Dividend payable 10,380 10,794 Accrued debt issuance costs 1,233 — Right-of-use assets obtained in exchange of operating lease liabilities 417 — Non-cash acquisition of patents 30,100 — Non-cash distribution of patents 1,928 — Accrued capitalized patent costs and property and equipment purchases 3,634 3,561 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following table presents the disaggregation of our revenue for the three and six months ended June 30, 2022 and 2021 (in thousands): Three months ended June 30, 2022 2021 Increase/(Decrease) Variable patent royalty revenue $ 7,673 $ 7,323 $ 350 5 % Fixed-fee royalty revenue 91,756 69,296 22,460 32 % Current patent royalties a 99,429 76,619 22,810 30 % Non-current patent royalties b 24,556 9,586 14,970 156 % Total patent royalties 123,985 86,205 37,780 44 % Current technology solutions revenue a 672 1,530 (858) (56) % Total revenue $ 124,657 $ 87,735 $ 36,922 42 % Six months ended June 30, 2022 2021 Increase/(Decrease) Variable patent royalty revenue $ 16,718 $ 14,419 $ 2,299 16 % Fixed-fee royalty revenue 181,599 138,592 43,007 31 % Current patent royalties a 198,317 153,011 45,306 30 % Non-current patent royalties b 26,747 13,367 13,380 100 % Total patent royalties 225,064 166,378 58,686 35 % Current technology solutions revenue a 911 3,720 (2,809) (76) % Total revenue $ 225,975 $ 170,098 $ 55,877 33 % a. Recurring revenues are comprised of current patent royalties, inclusive of dynamic fixed-fee royalty payments, and current technology solutions revenue from the tables above. 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 from the tables above. |
Schedule of contracted revenue | Based on contracts signed and committed as of June 30, 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 $ 148,513 2023 129,365 2024 80,951 2025 68,573 2026 and thereafter 5,181 Total Revenue $ 432,583 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of numerator and the denominator of the basic and diluted | The following tables reconcile the numerator and the denominator of the basic and diluted net income per share computation (in thousands, except for per share data): Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Net income applicable to InterDigital, Inc. $ 21,069 $ 1,618 $ 39,063 $ 7,189 Weighted-average shares outstanding: Basic 30,413 30,804 30,557 30,820 Dilutive effect of stock options, RSUs, convertible securities and warrants 297 385 435 372 Diluted 30,710 31,189 30,992 31,192 Earnings per share: Basic $ 0.69 $ 0.05 $ 1.28 $ 0.23 Dilutive effect of stock options, RSUs, convertible securities and warrants — — (0.02) — Diluted $ 0.69 $ 0.05 $ 1.26 $ 0.23 |
Schedule of excluded from our computation of EPS | Set forth below are the securities and the weighted average number of shares of common stock underlying such securities that were excluded from our computation of EPS for the periods presented (in thousands): Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Restricted stock units and stock options 529 30 471 205 Warrants 5,880 4,921 5,400 4,921 Total 6,409 4,951 5,871 5,126 |
Cash, Concentration of Credit_2
Cash, Concentration of Credit Risk and Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of cash and cash equivalents | The following table provides a reconciliation of total cash, cash equivalents and restricted cash as of June 30, 2022, December 31, 2021 and June 30, 2021 to the captions within the condensed consolidated balance sheets and condensed consolidated statements of cash flows (in thousands): June 30, December 31, June 30, 2022 2021 2021 Cash and cash equivalents $ 833,533 $ 706,282 $ 410,144 Restricted cash included within prepaid and other current assets 10,578 5,861 741 Restricted cash included within other non-current assets 1,081 1,081 1,081 Total cash, cash equivalents and restricted cash $ 845,192 $ 713,224 $ 411,966 |
Schedule of restricted cash and cash equivalents | The following table provides a reconciliation of total cash, cash equivalents and restricted cash as of June 30, 2022, December 31, 2021 and June 30, 2021 to the captions within the condensed consolidated balance sheets and condensed consolidated statements of cash flows (in thousands): June 30, December 31, June 30, 2022 2021 2021 Cash and cash equivalents $ 833,533 $ 706,282 $ 410,144 Restricted cash included within prepaid and other current assets 10,578 5,861 741 Restricted cash included within other non-current assets 1,081 1,081 1,081 Total cash, cash equivalents and restricted cash $ 845,192 $ 713,224 $ 411,966 |
Schedule of fair value on a recurring basis | Our financial assets and liabilities that are accounted for at fair value on a recurring basis are presented in the tables below as of June 30, 2022 and December 31, 2021 (in thousands): Fair Value as of June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Money market and demand accounts (a) $ 845,192 $ — $ — $ 845,192 Commercial paper (b) — 9,993 — 9,993 U.S. government securities — 43,188 — 43,188 Corporate bonds, asset backed and other securities — 13,895 — 13,895 Total $ 845,192 $ 67,076 $ — $ 912,268 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 June 30, 2022 and December 31, 2021, $0.0 million and $7.5 million, respectively, of commercial paper was included within cash and cash equivalents. |
Schedule of aggregate fair value | The aggregate fair value of the principal amount of the Convertible Notes is a Level 2 fair value measurement. June 30, 2022 December 31, 2021 Principal Carrying Fair Principal Carrying Fair 2027 Senior Convertible Long-Term Debt $ 460,000 $ 450,183 $ 467,452 $ — $ — $ — 2024 Senior Convertible Long-Term Debt $ 126,174 $ 125,065 $ 123,259 $ 400,000 $ 395,632 $ 437,760 June 30, 2022 December 31, 2021 Carrying Fair Carrying Fair Technicolor Patent Acquisition Long-Term Debt $ 28,997 $ 28,103 $ 27,113 $ 28,569 |
Obligations (Tables)
Obligations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of carrying value of the 2024 Notes and 2020 Notes | The following table reflects the carrying value of our Convertible Notes long-term debt as of June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 2027 Notes 2024 Notes Total 2024 Notes Principal $ 460,000 $ 126,174 $ 586,174 $ 400,000 Less: Deferred financing costs (9,817) (1,109) (10,926) (4,368) Net carrying amount of the Convertible Notes $ 450,183 $ 125,065 $ 575,248 $ 395,632 |
Schedule of accretion of the debt discount, and the amortization of financing costs | The following table presents the amount of interest cost recognized, which is included within " Interest Expense" in our condensed consolidated statements of income, for the three and six months ended June 30, 2022 and 2021 relating to the contractual interest coupon and the amortization of deferred financing costs of the Convertible Notes (in thousands): Three months ended June 30, 2022 2021 2027 Notes 2024 Notes Total 2024 Notes Contractual coupon interest $ 1,476 $ 1,498 $ 2,974 $ 2,000 Amortization of deferred financing costs 142 318 460 402 Total $ 1,618 $ 1,816 $ 3,434 $ 2,402 Six months ended June 30, 2022 2021 2027 Notes 2024 Notes Total 2024 Notes Contractual coupon interest $ 1,476 $ 3,498 $ 4,974 $ 4,000 Amortization of deferred financing costs 142 742 884 800 Total $ 1,618 $ 4,240 $ 5,858 $ 4,800 |
Other (Expense) Income, Net (Ta
Other (Expense) Income, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of other income expense, net | The amounts included in " Other (expense) income, net " in the condensed consolidated statements of income for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Interest and investment income $ 297 $ 446 $ 506 $ 999 Loss on extinguishment of long-term debt (11,190) — (11,190) — Other (4,123) 2,593 (5,337) 2,764 Other (expense) income, net $ (15,016) $ 3,039 $ (16,021) $ 3,763 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | The amounts included in " Prepaid and other current assets " in the consolidated balance sheet as of June 30, 2022 and December 31, 2021 were as follows (in thousands): June 30, 2022 December 31, 2021 Tax receivables $ 63,183 $ 57,127 Restricted cash 10,578 5,861 Prepaid assets 6,085 5,479 Patents held for sale 4,000 4,000 Other current assets 2,547 5,078 Total Prepaid and other current assets $ 86,393 $ 77,545 |
Schedule of Other Assets, Noncurrent | The amounts included in " Other non-current assets, net " in the consolidated balance sheet as of June 30, 2022 and December 31, 2021 were as follows (in thousands): June 30, 2022 December 31, 2021 Tax receivables $ 24,654 $ 30,026 Long-term investments 22,684 21,280 Goodwill 22,421 22,421 Right-of-use assets 14,692 17,851 Other non-current assets 11,246 10,923 Total Other non-current assets, net $ 95,697 $ 102,501 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | 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 Accrual 310 Cash payments (5,199) Other (639) Balance as of June 30, 2022 $ 8,818 The restructuring expenses included in " Restructuring activities " in the condensed consolidated statements of income for the three and six months ended June 30, 2022 and 2021 were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Asset impairment $ 2,427 $ 11,000 $ 2,427 $ 11,000 Severance and other benefits (221) 11,086 305 11,086 Outside services and other associated costs 532 1,199 548 1,199 Reimbursement arrangements — (10,040) — (10,040) Total $ 2,738 $ 13,245 $ 3,280 $ 13,245 |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) $ in Thousands | 6 Months Ended | ||||||
Jun. 30, 2022 USD ($) segment | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jan. 01, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Number of reportable segments | segment | 1 | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Total equity | $ 685,244 | $ 760,666 | $ 752,917 | $ 726,667 | $ 742,995 | $ 796,566 | |
Retained Earnings | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Total equity | 1,458,674 | 1,448,138 | 1,441,105 | 1,414,844 | 1,424,151 | 1,413,969 | |
Additional Paid-In Capital | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Total equity | $ 704,370 | $ 715,342 | $ 713,599 | $ 690,123 | $ 683,270 | 738,481 | |
Cumulative Effect, Period of Adoption, Adjustment | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Total equity | (39,762) | ||||||
Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Total equity | 15,587 | ||||||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-In Capital | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Total equity | $ (55,349) | ||||||
Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Total equity | $ 65,800 | ||||||
Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-In Capital | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Total equity | 55,400 | ||||||
Accounting Standards Update 2020-06 | 2024 Senior Convertible Long-Term Debt | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Long-term debt | 50,200 | ||||||
Increase in deferred tax asset | $ 10,400 |
Basis of Presentation - Schedul
Basis of Presentation - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Interest paid | $ 3,938 | $ 4,000 | |
Income taxes paid, including foreign withholding taxes | 4,363 | 4,793 | |
Non-cash investing and financing activities: | |||
Dividend payable | $ 10,741 | 10,380 | 10,794 |
Accrued debt issuance costs | 1,233 | 0 | |
Right-of-use assets obtained in exchange of operating lease liabilities | 417 | 0 | |
Non-cash acquisition of patents | $ 30,100 | 30,100 | 0 |
Non-cash distribution of patents | 1,928 | 0 | |
Accrued capitalized patent costs and property and equipment purchases | $ 3,634 | $ 3,561 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 124,657 | $ 87,735 | $ 225,975 | $ 170,098 |
Increase/(decrease) in disaggregated revenue | $ 36,922 | $ 55,877 | ||
Percentage increase/(decrease) in disaggregated revenue | 42% | 33% | ||
Total patent royalties | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 123,985 | 86,205 | $ 225,064 | 166,378 |
Increase/(decrease) in disaggregated revenue | $ 37,780 | $ 58,686 | ||
Percentage increase/(decrease) in disaggregated revenue | 44% | 35% | ||
Total patent royalties | Current revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 99,429 | 76,619 | $ 198,317 | 153,011 |
Increase/(decrease) in disaggregated revenue | $ 22,810 | $ 45,306 | ||
Percentage increase/(decrease) in disaggregated revenue | 30% | 30% | ||
Total patent royalties | Non-current revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 24,556 | 9,586 | $ 26,747 | 13,367 |
Increase/(decrease) in disaggregated revenue | $ 14,970 | $ 13,380 | ||
Percentage increase/(decrease) in disaggregated revenue | 156% | 100% | ||
Technology solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 672 | 1,530 | $ 911 | 3,720 |
Increase/(decrease) in disaggregated revenue | $ (858) | $ (2,809) | ||
Percentage increase/(decrease) in disaggregated revenue | (56.00%) | (76.00%) | ||
Variable patent royalty revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 7,673 | 7,323 | $ 16,718 | 14,419 |
Increase/(decrease) in disaggregated revenue | $ 350 | $ 2,299 | ||
Percentage increase/(decrease) in disaggregated revenue | 5% | 16% | ||
Fixed-fee royalty revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 91,756 | $ 69,296 | $ 181,599 | $ 138,592 |
Increase/(decrease) in disaggregated revenue | $ 22,460 | $ 43,007 | ||
Percentage increase/(decrease) in disaggregated revenue | 32% | 31% |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized that had been included in deferred revenue as of the beginning of the period | $ 164 | |
Contract assets, current | 24.5 | $ 18.9 |
Contract assets, non-current | $ 7.8 | $ 8.3 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 148,513 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 129,365 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 80,951 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 68,573 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 5,181 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 432,583 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Contingency [Line Items] | ||
Effective tax rate | 26.80% | (169.60%) |
Effective tax rate before valuation allowance is included (as percent) | 23.20% | 104.30% |
Discrete tax expense (benefit) | $ 2,200 | $ 600 |
Income taxes paid, including foreign withholding taxes | 4,363 | 4,793 |
Foreign Country | ||
Income Tax Contingency [Line Items] | ||
Income taxes paid, including foreign withholding taxes | $ 3,500 | $ 4,000 |
Net Income Per Share - Numerato
Net Income Per Share - Numerator and Denominator of Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||
Net income applicable to InterDigital, Inc. | $ 21,069 | $ 17,994 | $ 1,618 | $ 5,571 | $ 39,063 | $ 7,189 |
Weighted-average shares outstanding: | ||||||
Weighted-average shares outstanding: basic (in shares) | 30,413 | 30,804 | 30,557 | 30,820 | ||
Dilutive effect of stock options, RSUs, convertible securities and warrants (in shares) | 297 | 385 | 435 | 372 | ||
Weighted-average shares outstanding: diluted (in shares) | 30,710 | 31,189 | 30,992 | 31,192 | ||
Earnings per share: | ||||||
Net income per common share: basic (in USD per share) | $ 0.69 | $ 0.05 | $ 1.28 | $ 0.23 | ||
Dilutive effect of stock options, RSUs, convertible securities and warrants (in USD per share) | 0 | 0 | (0.02) | 0 | ||
Net income per common share: diluted (in USD per share) | $ 0.69 | $ 0.05 | $ 1.26 | $ 0.23 |
Net Income Per Share - Antidilu
Net Income Per Share - Antidilutive Securities Excluded from Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 6,409 | 4,951 | 5,871 | 5,126 |
Restricted stock units and stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 529 | 30 | 471 | 205 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 5,880 | 4,921 | 5,400 | 4,921 |
Cash, Concentration of Credit_3
Cash, Concentration of Credit Risk and Fair Value of Financial Instruments - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||||
Cash and cash equivalents | $ 833,533 | $ 706,282 | $ 410,144 | |
Restricted cash | 10,578 | 5,861 | 741 | |
Restricted cash included within other non-current assets | 1,081 | 1,081 | 1,081 | |
Total cash, cash equivalents and restricted cash | $ 845,192 | $ 713,224 | $ 411,966 | $ 477,663 |
Cash, Concentration of Credit_4
Cash, Concentration of Credit Risk and Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||||||
Gain from observable price changes in orderly transactions of a long-term strategic investment | $ 1,600 | $ 1,000 | $ 1,900 | ||||
Non-cash acquisition of patents | $ 30,100 | $ 30,100 | $ 0 | ||||
Patents | |||||||
Concentration Risk [Line Items] | |||||||
Patent impairment charges | $ 11,000 | ||||||
Accounts Receivable | Licensee Concentration Risk | Five Largest Licensees | |||||||
Concentration Risk [Line Items] | |||||||
Accounts receivable percentage | 66% | ||||||
Accounts Receivable | Licensee Concentration Risk | Three Largest Licenses | |||||||
Concentration Risk [Line Items] | |||||||
Accounts receivable percentage | 84% |
Cash, Concentration of Credit_5
Cash, Concentration of Credit Risk and Fair Value of Financial Instruments - Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Assets: | |||
Total | $ 912,268 | $ 948,569 | |
Amount of commercial paper included in cash and cash equivalents | 833,533 | 706,282 | $ 410,144 |
U.S. government securities | |||
Assets: | |||
Securities | 43,188 | 51,301 | |
Corporate bonds, asset backed and other securities | |||
Assets: | |||
Securities | 13,895 | 33,091 | |
Money market and demand accounts | |||
Assets: | |||
Cash and cash equivalents | 845,192 | 705,725 | |
Commercial Paper | |||
Assets: | |||
Cash and cash equivalents | 9,993 | 158,452 | |
Amount of commercial paper included in cash and cash equivalents | 0 | 7,500 | |
Level 1 | |||
Assets: | |||
Total | 845,192 | 705,725 | |
Level 1 | U.S. government securities | |||
Assets: | |||
Securities | 0 | 0 | |
Level 1 | Corporate bonds, asset backed and other securities | |||
Assets: | |||
Securities | 0 | 0 | |
Level 1 | Money market and demand accounts | |||
Assets: | |||
Cash and cash equivalents | 845,192 | 705,725 | |
Level 1 | Commercial Paper | |||
Assets: | |||
Cash and cash equivalents | 0 | 0 | |
Level 2 | |||
Assets: | |||
Total | 67,076 | 242,844 | |
Level 2 | U.S. government securities | |||
Assets: | |||
Securities | 43,188 | 51,301 | |
Level 2 | Corporate bonds, asset backed and other securities | |||
Assets: | |||
Securities | 13,895 | 33,091 | |
Level 2 | Money market and demand accounts | |||
Assets: | |||
Cash and cash equivalents | 0 | 0 | |
Level 2 | Commercial Paper | |||
Assets: | |||
Cash and cash equivalents | 9,993 | 158,452 | |
Level 3 | |||
Assets: | |||
Total | 0 | 0 | |
Level 3 | U.S. government securities | |||
Assets: | |||
Securities | 0 | 0 | |
Level 3 | Corporate bonds, asset backed and other securities | |||
Assets: | |||
Securities | 0 | 0 | |
Level 3 | Money market and demand accounts | |||
Assets: | |||
Cash and cash equivalents | 0 | 0 | |
Level 3 | Commercial Paper | |||
Assets: | |||
Cash and cash equivalents | $ 0 | $ 0 |
Cash, Concentration of Credit_6
Cash, Concentration of Credit Risk and Fair Value of Financial Instruments - Fair Value of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Technicolor Patent Acquisition Long-Term Debt | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | $ 28,997 | $ 27,113 |
Fair Value | 28,103 | 28,569 |
2024 Senior Convertible Long-Term Debt | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Principal | 586,174 | |
2024 Senior Convertible Long-Term Debt | Convertible Notes 2027 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Principal | 460,000 | 0 |
Carrying Value | 450,183 | 0 |
Fair Value | 467,452 | 0 |
2024 Senior Convertible Long-Term Debt | Convertible Notes 2024 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Principal | 126,174 | 400,000 |
Carrying Value | 125,065 | 395,632 |
Fair Value | $ 123,259 | $ 437,760 |
Obligations - 2027 and 2024 Sen
Obligations - 2027 and 2024 Senior Convertible Notes, and Related Note Hedge and Warrant Transactions (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
May 27, 2022 USD ($) day $ / shares | May 25, 2022 USD ($) $ / shares shares | Jun. 03, 2019 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2021 USD ($) | May 31, 2019 $ / shares shares | |
Debt Instrument [Line Items] | ||||||||||
Purchase of convertible bond hedge | $ 3,800,000 | $ 80,500,000 | $ 0 | |||||||
Anti-dilution adjustments of common stock (in shares) | shares | 5.9 | 4.9 | ||||||||
Initial strike price (in USD per share) | $ / shares | $ 106.37 | $ 109.43 | $ 109.43 | $ 109.43 | ||||||
Proceeds from issuance of warrants | $ 43,700,000 | $ 43,700,000 | 0 | |||||||
Proceeds from and payment for convertible bond hedge | 8,000,000 | $ 36,800,000 | ||||||||
Repurchase of common stock | 74,445,000 | 11,141,000 | ||||||||
Proceeds from hedge unwind | 11,900,000 | 11,851,000 | 0 | |||||||
Loss on extinguishment of long-term debt | $ 11,190,000 | $ 0 | 11,190,000 | $ 0 | ||||||
Convertible Notes 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repurchase amount | 273,800,000 | |||||||||
Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Deferred financing cost | 10,926,000 | 10,926,000 | ||||||||
Principal | 586,174,000 | 586,174,000 | ||||||||
Convertible Debt | Convertible Notes 2027 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 460,000,000 | |||||||||
Debt instrument interest rate, stated percentage | 3.50% | |||||||||
Transaction fees and offering expenses | $ 450,000,000 | |||||||||
Initial conversion rate | 0.0129041 | |||||||||
Initial conversion price (in USD per share) | $ / shares | $ 77.49 | |||||||||
Redemption price percentage | 100% | |||||||||
Multiple of principle amount available for conversion | $ 1,000 | |||||||||
Convertible note hedge (in shares) | shares | 5.9 | |||||||||
Purchase of convertible bond hedge | $ 80,500,000 | |||||||||
Effective interest rate percentage | 4.02% | |||||||||
Deferred financing cost | $ 10,000,000 | 9,817,000 | 9,817,000 | |||||||
Principal | $ 460,000,000 | $ 460,000,000 | $ 0 | |||||||
Convertible Debt | Convertible Notes 2027 | Conversion Circumstance One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold percentage of stock price trigger (in percent) | 130% | |||||||||
Threshold trading days | day | 20 | |||||||||
Consecutive trading days | day | 30 | |||||||||
Redemption price percentage | 100% | |||||||||
Convertible Debt | Convertible Notes 2027 | Conversion Circumstance Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consecutive trading days | day | 10 | |||||||||
Number of trading days | day | 45 | |||||||||
Convertible Debt | Convertible Notes 2027 | Conversion Circumstance Three | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of per common share value | 10% | |||||||||
Convertible Debt | Convertible Notes 2027 | Conversion Circumstance Four | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consecutive trading days | day | 5 | |||||||||
Redemption price percentage | 98% | |||||||||
Convertible Debt | Convertible Notes 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 400,000,000 | |||||||||
Debt instrument interest rate, stated percentage | 2% | |||||||||
Transaction fees and offering expenses | $ 391,600,000 | |||||||||
Initial conversion rate | 0.0123018 | |||||||||
Initial conversion price (in USD per share) | $ / shares | $ 81.29 | |||||||||
Convertible note hedge (in shares) | shares | 4.9 | |||||||||
Effective interest rate percentage | 2.46% | 2.46% | ||||||||
Deferred financing cost | $ 1,200,000 | $ 1,109,000 | $ 1,109,000 | 4,368,000 | ||||||
Debt conversion converted instrument amount | $ 1,000 | |||||||||
Principal | $ 126,174,000 | $ 126,174,000 | $ 400,000,000 | |||||||
Convertible Debt | 2024 Note Hedge Transaction | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible note hedge (in shares) | shares | 1.6 | 1.6 | ||||||||
Convertible Debt | 2024 Warrant Transactions | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible note hedge (in shares) | shares | 1.6 | 1.6 |
Obligations - Carrying Value of
Obligations - Carrying Value of 2027 Notes and 2024 Notes (Details) - 2024 Senior Convertible Long-Term Debt $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
Principal | $ 586,174 |
Less: | |
Deferred financing costs | (10,926) |
Net carrying amount of the Convertible Notes | $ 575,248 |
Obligations - Accretion of Debt
Obligations - Accretion of Debt Discount and Amortization of Financing Costs (Details) - 2024 Senior Convertible Long-Term Debt - 2024 Senior Convertible Long-Term Debt - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||
Contractual coupon interest | $ 2,974 | $ 4,974 |
Amortization of deferred financing costs | 460 | 884 |
Total | $ 3,434 | $ 5,858 |
Obligations - Technicolor Paten
Obligations - Technicolor Patent Acquisition Long-Term Debt (Details) - Technicolor - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 31, 2019 | |
Business Acquisition [Line Items] | |||||
Effective interest rate percentage | 14.50% | 14.50% | |||
Interest debt expense | $ 1 | $ 0.8 | $ 1.9 | $ 1.6 | |
Receive future cash receipts percentage | 42.50% |
Variable Interest Entities (Det
Variable Interest Entities (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) entity | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Variable Interest Entity [Line Items] | |||||||
Assets | $ 1,617,495 | $ 1,617,495 | $ 1,628,156 | ||||
Liabilities | 932,251 | 932,251 | 875,239 | ||||
Cash and cash equivalents | 833,533 | $ 410,144 | 833,533 | $ 410,144 | 706,282 | ||
Patents, net | 371,687 | 371,687 | 363,585 | ||||
Accounts receivable | 48,801 | 48,801 | 31,113 | ||||
Noncontrolling interests | (485) | $ (290) | (8,415) | $ (1,613) | (775) | (10,028) | |
Convida | |||||||
Variable Interest Entity [Line Items] | |||||||
Noncontrolling interests | (500) | (6,200) | (800) | (7,700) | |||
Chordant | |||||||
Variable Interest Entity [Line Items] | |||||||
Noncontrolling interests | 0 | $ (2,200) | $ 0 | $ (2,300) | |||
Primary Beneficiary | |||||||
Variable Interest Entity [Line Items] | |||||||
Number of variable interest entities | entity | 3 | ||||||
Assets | 19,700 | $ 19,700 | 27,100 | ||||
Liabilities | 500 | 500 | 2,500 | ||||
Cash and cash equivalents | 6,500 | 6,500 | 5,100 | ||||
Accounts receivable and prepaid assets | 4,000 | 4,000 | |||||
Patents, net | $ 9,100 | $ 9,100 | 18,000 | ||||
Accounts receivable | $ 4,000 |
Other (Expense) Income, Net - O
Other (Expense) Income, Net - Other Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Income and Expenses [Abstract] | ||||
Interest and investment income | $ 297 | $ 446 | $ 506 | $ 999 |
Loss on extinguishment of long-term debt | (11,190) | 0 | (11,190) | 0 |
Other | (4,123) | 2,593 | (5,337) | 2,764 |
Other (expense) income, net | $ (15,016) | $ 3,039 | $ (16,021) | $ 3,763 |
Other (Expense) Income, Net - N
Other (Expense) Income, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Income and Expenses [Abstract] | |||||
Other (expense) income | $ (18,100) | $ (19,800) | $ (18,100) | $ (19,800) | |
Loss on extinguishment of long-term debt | 11,190 | 0 | $ 11,190 | $ 0 | |
Gain from observable price changes in orderly transactions of a long-term strategic investment | $ 1,600 | $ 1,000 | $ 1,900 |
Other Assets - Prepaid and Othe
Other Assets - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Tax receivables | $ 63,183 | $ 57,127 | |
Restricted cash | 10,578 | 5,861 | $ 741 |
Prepaid assets | 6,085 | 5,479 | |
Patents held for sale | 4,000 | 4,000 | |
Other current assets | 2,547 | 5,078 | |
Total Prepaid and other current assets | $ 86,393 | $ 77,545 |
Other Assets - Other Non-Curren
Other Assets - Other Non-Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Tax receivables | $ 24,654 | $ 30,026 |
Long-term investments | 22,684 | 21,280 |
Goodwill | 22,421 | 22,421 |
Right-of-use assets | 14,692 | 17,851 |
Other non-current assets | 11,246 | 10,923 |
Total Other non-current assets, net | $ 95,697 | $ 102,501 |
Restructuring Activities - Narr
Restructuring Activities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Lease asset impairment | $ 2,400 | ||
Operating lease, property, plant and equipment, impairment loss | 400 | ||
Operating lease, ROU asset, impairment loss | 2,000 | ||
Restructuring Reserve | 8,818 | $ 14,346 | $ 18,281 |
Restructuring reserve, current | 12,500 | ||
Restructuring reserve, noncurrent | $ 5,800 | ||
Accounts Payable | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve, current | 600 | ||
Accrued Liabilities | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve, current | 900 | ||
Other Accrued Liability | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve, current | $ 7,300 |
Restructuring Activities - Rest
Restructuring Activities - Restructuring Activity Included in Other Accrued Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 14,346 | $ 18,281 |
Accrual | 310 | 542 |
Cash payments | (5,199) | (4,519) |
Other | (639) | 42 |
Ending balance | $ 8,818 | $ 14,346 |
Restructuring Activities - Re_2
Restructuring Activities - Restructuring Activity Included in Operating Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | ||||
Asset impairment | $ 2,427 | $ 11,000 | $ 2,427 | $ 11,000 |
Severance and other benefits | (221) | 11,086 | 305 | 11,086 |
Outside services and other associated costs | 532 | 1,199 | 548 | 1,199 |
Reimbursement arrangements | 0 | (10,040) | 0 | (10,040) |
Total | $ 2,738 | $ 13,245 | $ 3,280 | $ 13,245 |
Uncategorized Items - idcc-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |
Convertible Notes 2027 [Member] | Convertible Debt [Member] | ||
Amortization of Debt Issuance Costs | us-gaap_AmortizationOfFinancingCosts | $ 142,000 |
Amortization of Debt Issuance Costs | us-gaap_AmortizationOfFinancingCosts | 142,000 |
Interest Expense, Debt, Excluding Amortization | us-gaap_InterestExpenseDebtExcludingAmortization | 1,476,000 |
Interest Expense, Debt, Excluding Amortization | us-gaap_InterestExpenseDebtExcludingAmortization | 1,476,000 |
Interest Expense, Debt | us-gaap_InterestExpenseDebt | 1,618,000 |
Interest Expense, Debt | us-gaap_InterestExpenseDebt | 1,618,000 |
Convertible Debt | us-gaap_ConvertibleDebt | 450,183,000 |
Convertible Notes 2024 [Member] | Convertible Debt [Member] | ||
Amortization of Debt Issuance Costs | us-gaap_AmortizationOfFinancingCosts | 318,000 |
Amortization of Debt Issuance Costs | us-gaap_AmortizationOfFinancingCosts | 742,000 |
Amortization of Debt Issuance Costs | us-gaap_AmortizationOfFinancingCosts | 800,000 |
Amortization of Debt Issuance Costs | us-gaap_AmortizationOfFinancingCosts | 402,000 |
Interest Expense, Debt, Excluding Amortization | us-gaap_InterestExpenseDebtExcludingAmortization | 1,498,000 |
Interest Expense, Debt, Excluding Amortization | us-gaap_InterestExpenseDebtExcludingAmortization | 4,000,000 |
Interest Expense, Debt, Excluding Amortization | us-gaap_InterestExpenseDebtExcludingAmortization | 2,000,000 |
Interest Expense, Debt, Excluding Amortization | us-gaap_InterestExpenseDebtExcludingAmortization | 3,498,000 |
Interest Expense, Debt | us-gaap_InterestExpenseDebt | 4,240,000 |
Interest Expense, Debt | us-gaap_InterestExpenseDebt | 1,816,000 |
Interest Expense, Debt | us-gaap_InterestExpenseDebt | 4,800,000 |
Interest Expense, Debt | us-gaap_InterestExpenseDebt | 2,402,000 |
Convertible Debt | us-gaap_ConvertibleDebt | 395,632,000 |
Convertible Debt | us-gaap_ConvertibleDebt | $ 125,065,000 |