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INTERDIGITAL, INC.

(IDCC)
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INTERDIGITAL : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (form 10-Q)

05/06/2021 | 08:37am EDT

OVERVIEW

The following discussion should be read in conjunction with the unaudited,
condensed consolidated financial statements and notes thereto contained in
Part I, Item 1 of this Quarterly Report on Form 10-Q, in addition to our 2020
Form 10-K, other reports filed with the SEC and the Statement Pursuant to the
Private Securities Litigation Reform Act of 1995 - Forward-Looking Statements
below.
Throughout the following discussion and elsewhere in this Form 10-Q, we refer to
"recurring revenues" and "non-recurring revenues."  Recurring revenues are
comprised of "current patent royalties" and "current technology solutions
revenue."  Non-recurring revenues are comprised of "non-current patent
royalties," which primarily include past patent royalties and royalties from
static agreements, as well as "patent sales."
Throughout the following discussion and elsewhere in this Form 10-Q, we refer to
the "Technicolor Acquisitions" which is the combined Technicolor Patent
Acquisition, which closed in July 2018 and was integrated throughout 2019, and
the R&I Acquisition, which closed in May 2019. Refer to Note 5, "Business
Combinations and Other Transactions," within the Notes to the Consolidated
Financial Statements included in Part II, Item 8 of the 2020 Form 10-K for
further information on the Technicolor Acquisitions.
Recurring Revenue
First quarter 2021 recurring revenue was $78.6 million, compared to recurring
revenue of $75.5 million in first quarter 2020, a 4% year-over-year increase.
The increase was primarily driven by five new patent license agreements signed
over the last twelve months, including Huawei signed in second quarter 2020, and
was partially offset by the reduction from the expired LG patent license
agreement. In April 2021, LG confirmed that it is exiting the smartphone market.
Refer to "Results of Operations --First Quarter 2021 Compared to First Quarter
2020" for further discussion of our 2021 revenue.
Impact of COVID-19 Pandemic
In March 2020, the World Health Organization categorized the novel coronavirus
("COVID-19") as a pandemic, and it continues to significantly impact the United
States and the rest of the world. Though the COVID-19 pandemic and the measures
taken to reduce its transmission, such as the imposition of social distancing
and orders to work-from-home and shelter-in-place, have altered our business
environment and overall working conditions, we continue to believe that our
strategic strengths, including talent, our strong balance sheet, stable revenue
base, and the strength of our patent portfolio, will allow us to weather a
rapidly changing marketplace.
While the environment in which we conduct our business and our overall working
conditions have changed as a result of the COVID-19 pandemic, we experienced a
limited impact on our operations and financial position during three months
ended March 31, 2021. As discussed in our 2020 Form 10-K, fixed-fee royalties
accounted for nearly 89% of our revenues in 2020. To that end, in three months
ended March 31, 2021, we did not experience a significant impact on our revenue
due to COVID-19. Meanwhile, we have taken steps to protect the health and safety
of our employees and their families, with our entire worldwide workforce
continuing to work remotely with limited exceptions. We are currently
anticipating a return to in-person work in September 2021, with certain
locations potentially opening earlier on a limited and voluntary basis. Despite
the remote working conditions, our business activities have continued to operate
with minimal interruption, and we expect them to continue to operate
efficiently. Nearly all work-related travel continues to remain suspended, and
we have conducted our licensing negotiations, investor presentations and
participation in standards organizations and industry events virtually. Between
March 12, 2020, when we began to work almost entirely remotely, and March 31,
2021, we successfully concluded six new patent license agreements that we
estimate will result in aggregate revenues exceeding $180.0 million over the
two- to four- year terms of those agreements. Our financial position remains
strong, we believe we have sufficient access to capital if needed, and we remain
committed to our efforts around cost discipline.
Despite our success thus far in navigating the challenging environment that
COVID-19 has presented, as more fully discussed in Part I, Item 1A "Risk
Factors" in our 2020 Form 10-K, the extent to which COVID-19 will adversely
impact our business, financial condition and results of operations is dependent
upon numerous factors resulting therefrom, many of which are highly uncertain,
rapidly changing and uncontrollable. However, with a strong balance sheet and
the vast majority of our current revenue coming from fixed price agreements, we
believe that we are well-positioned to continue to overcome and adapt to the
challenges that we have been presented with thus far.
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Comparability of Financial Results
When comparing first quarter 2021 financial results against other periods, the
following items should be taken into consideration:
•Our first quarter 2021 revenue includes $3.8 million of non-recurring revenue
primarily related to a consumer electronics patent licensing agreement signed in
first quarter 2021.
•Interest expense decreased in first quarter 2021 $3.6 million primarily due to
a reduction in non-cash interest expense resulting from the accounting adoption
of ASU 2020-06, related to the accounting for convertible debts.
•In first quarter 2021 Other income, net includes a $1.9 million gain on a
contract termination.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our significant accounting policies are described in Note 2, "Summary of
Significant Accounting Policies and New Accounting Guidance", in the Notes to
Consolidated Financial Statements included in our 2020 Form 10-K. A discussion
of our critical accounting policies, and the estimates related to them, are
included in Management's Discussion and Analysis of Financial Condition and
Results of Operations in our 2020 Form 10-K. There have been no material changes
to our existing critical accounting policies from the disclosures included in
our 2020 Form 10-K. In addition, we have analyzed the impact of COVID-19 on our
financial statements as of March 31, 2021, and we have determined that the
changes to our significant judgments and estimates did not have a material
impact on our financial statements. Refer to Note 1, "Basis of Presentation," in
the Notes to Condensed Consolidated Financial Statements included in Part I,
Item 1 of this Quarterly Report on Form 10-Q for updates related to new
accounting pronouncements and changes in accounting policies.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash, cash equivalents and short-term
investments, as well as cash generated from operations. We believe we have the
ability to obtain additional liquidity through debt and equity financings. Based
on our past performance and current expectations, we believe our available
sources of funds, including cash, cash equivalents and short-term investments
and cash generated from our operations, will be sufficient to finance our
operations, capital requirements, debt obligations, existing stock repurchase
program and dividend program for the next twelve months.
Cash, cash equivalents, restricted cash and short-term investments
As of March 31, 2021 and December 31, 2020, we had the following amounts of
cash, cash equivalents, restricted cash and short-term investments (in
thousands):
                                                                             December 31,         Increase /
                                                      March 31, 2021             2020             (Decrease)
Cash and cash equivalents                           $       396,156          $  473,474          $  (77,318)
Restricted cash included within prepaid and other
current assets                                                3,688               3,108                 580
Restricted cash included within other non-current
assets                                                        1,081               1,081                   -
Short-term investments                                      488,559             453,173              35,386
Total cash, cash equivalents, restricted cash and
short-term investments                              $       889,484         

$ 930,836 $ (41,352)



The net decrease in cash, cash equivalents, restricted cash and short-term
investments was attributable to cash used in financing activities of $19.9
million, primarily related to dividend payments and repurchases of common stock,
cash used in investing activities of $11.1 million, excluding sales and
purchases of short-term investments, and cash used in operating activities of
$9.8 million. Refer to the sections below for further discussion of these items.
Cash flows from operating activities
We used the following cash flows in our operating activities in first quarter
2021 and 2020 (in thousands):
                                                       Three months ended March 31,
                                                                                 Increase /
                                                   2021             2020         (Decrease)
    Net cash used in operating activities     $   (9,842)        $ (26,885)     $    17,043


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Our cash flows used in operating activities are principally derived from cash
receipts from patent license and technology solutions agreements, offset by cash
operating expenses and income tax payments. The $17.0 million change in net cash
used in operating activities was primarily driven by higher cash receipts
primarily related to new patent license agreements signed over the last twelve
months, as well as the timing of cash receipts related to existing patent
license agreements. The table below sets forth the significant items comprising
our cash flows used in operating activities during the three months ended March
31, 2021 and 2020 (in thousands):
                                                                      Three 

months ended March 31,

                                                                                                    Increase /
                                                             2021                 2020              (Decrease)
Cash Receipts:
Patent royalties                                       $    56,107            $   33,464          $     22,643
Technology solutions                                         1,881                   973                   908
Total cash receipts                                         57,988                34,437                23,551

Cash Outflows:
Cash operating expenses a                                   48,360                49,264                  (904)
Income taxes paid b                                          4,328                 2,228                 2,100
Total cash outflows                                         52,688                51,492                 1,196

Other working capital adjustments                          (15,142)               (9,830)               (5,312)

Cash flows used in operating activities                $    (9,842)         

$ (26,885) $ 17,043

______________________________

(a) Cash operating expenses include operating expenses less depreciation of
fixed assets, amortization of patents, non-cash compensation and non-cash
changes in fair value.
(b) Income taxes paid include foreign withholding taxes.
Cash flows from investing and financing activities
Net cash used in investing activities in first quarter 2021 was $47.0 million, a
$47.5 million change from $94.5 million of net cash used in investing activities
in first quarter 2020. During first quarter 2021, we purchased $35.9 million of
short-term marketable securities, net of sales, and invested $1.1 million in a
new strategic investment. During first quarter 2020, we purchased $86.7 million
of short-term marketable securities, net of sales.
Net cash used in financing activities for first quarter 2021 was $19.9 million,
a change of $86.1 million from net cash used in financing activities of $106.0
million for first quarter 2020. This change was primarily attributable to a
$94.9 million payment on long-term debt related to the repayment of our 2020
Notes during the first quarter 2020 offset by $5.4 million of additional
repurchases of common stock and a $1.1 million non-controlling interest
distribution in first quarter 2021.
Other
Our combined short-term and long-term deferred revenue balance as of March 31,
2021 was approximately $304.6 million, a net decrease of $23.4 million from
December 31, 2020. This decrease in deferred revenue was primarily attributable
to timing of cash receipts from our dynamic fixed-fee royalty agreements and
amortization of deferred revenue recognized in the period.
Based on current license agreements, we expect the amortization of dynamic
fixed-fee royalty payments to reduce the March 31, 2021 deferred revenue balance
of $304.6 million by $192.4 million over the next twelve months.
Convertible Notes
See Note 7, "Obligations" to the Notes to Condensed Consolidated Financial
Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for
definitions of capitalized terms below.
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Our 2024 Notes, which for purposes of this discussion are also referred to as
the "Convertible Notes", are included in the dilutive earnings per share
calculation using the if-converted method, as required by the adoption of ASU
2020-06. Under the if-converted method, we must assume that conversion of
convertible securities occurs at the beginning of the reporting period. As of
December 31, 2020, we made the irrevocable election to settle all conversions of
the 2024 Notes through combination settlements of cash and shares of our common
stock, with a specified dollar amount of $1,000 per $1,000 principal amount of
2024 Notes and any remaining amounts in shares of common stock. As the principal
amount must be paid in cash and only the conversion spread is settled in shares,
we only include the net number of incremental shares that would be issued upon
conversion. We must calculate the number of shares of our common stock issuable
under the terms of the Convertible Notes based on the average market price of
our common stock during the applicable reporting period and include that number
in the total diluted shares figure for the period.
At the time we issued the Convertible Notes, we entered into the 2024 Call
Spread Transactions that together were designed to have the economic effect of
reducing the net number of shares that will be issued in the event of conversion
of the Convertible Notes by, in effect, increasing the conversion price of the
Convertible Notes from our economic standpoint. However, under GAAP, since the
impact of the 2024 Note Hedge Transactions is anti-dilutive, we exclude from the
calculation of fully diluted shares the number of shares of our common stock
that we would receive from the counterparties to these agreements upon
settlement.
During periods in which the average market price of our common stock is above
the applicable conversion price of the Convertible Notes ($81.29 per share for
the 2024 Notes as of March 31, 2021) or above the strike price of the warrants
($109.43 per share for the 2024 Warrant Transactions as of March 31, 2021), the
impact of conversion or exercise, as applicable, would be dilutive and such
dilutive effect is reflected in diluted earnings per share. As a result, in
periods where the average market price of our common stock is above the
conversion price or strike price, as applicable, under the if-converted method,
we calculate the number of shares issuable under the terms of the Convertible
Notes and the warrants based on the average market price of the stock during the
period, and include that number in the total diluted shares outstanding for the
period.
Under the if-converted method, changes in the price per share of our common
stock can have a significant impact on the number of shares that we must include
in the fully diluted earnings per share calculation. As described in Note 7,
"Obligations," we made the irrevocable election to settle all conversions of the
2024 Notes through combination settlements of cash and shares of our common
stock, with a specified dollar amount of $1,000 per $1,000 principal amount of
2024 Notes and any remaining amounts in shares of our common stock ("net share
settlement"). Assuming net share settlement upon conversion, the following table
illustrates how, based on the $400.0 million aggregate principal amount of the
2024 Notes outstanding as of March 31, 2021, and the approximately 4.9 million
warrants related to the 2024 Notes outstanding as of the same date, changes in
our stock price would affect (i) the number of shares issuable upon conversion
of the Convertible Notes, (ii) the number of shares issuable upon exercise of
the warrants subject to the 2024 Warrant Transactions, (iii) the number of
additional shares deemed outstanding with respect to the Convertible Notes,
after applying the if-converted method, for purposes of calculating diluted
earnings per share ("Total If-Converted Method Incremental Shares"), (iv) the
number of shares of our common stock deliverable to us upon settlement of the
2024 Note Hedge Transactions and (v) the number of shares issuable upon
concurrent conversion of the Convertible Notes, exercise of the warrants subject
to the 2024 Warrant Transactions, and settlement of the 2024 Note Hedge
Transactions:
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                                                          2024 Notes
                                                                                  Shares Deliverable to
                                                                                    InterDigital upon
                    Shares Issuable   Shares Issuable Upon   Total

If-Converted Settlement of the 2024 Market Price Per Upon Conversion of Exercise of the 2024 Method Incremental Note Hedge Incremental Shares

Share the 2024 Notes Warrant Transactions Shares

            Transactions           Issuable (a)
                                                              (Shares in thousands)
       $85                215                   -                    215                  (215)                    -
       $90                476                   -                    476                  (476)                    -
       $95                710                   -                    710                  (710)                    -
      $100                921                   -                    921                  (921)                    -
      $105               1,111                  -                   1,111                (1,111)                   -
      $110               1,284                 25                   1,309                (1,284)                   25
      $115               1,442                 238                  1,680                (1,442)                  238
      $120               1,587                 433                  2,020                (1,587)                  433
      $125               1,721                 613                  2,334                (1,721)                  613
      $130               1,844                 779                  2,623                (1,844)                  779

______________________________

(a) Represents incremental shares issuable upon concurrent conversion of
convertible notes, exercise of warrants and settlement of the hedge agreements.
RESULTS OF OPERATIONS
First Quarter 2021 Compared to First Quarter 2020
Revenues
The following table compares first quarter 2021 revenues to first quarter 2020
revenues (in thousands):
                                                   Three months ended March 31,
                                                      2021                  2020                     Total Increase/(Decrease)
Variable patent royalty revenue                $         7,096          $   5,946          $                  1,150                19  %
Fixed-fee royalty revenue                               69,296             66,347                             2,949                 4  %
Current patent royalties a                              76,392             72,293                             4,099                 6  %
Non-current patent royalties b                           3,781                705                             3,076               436  %
Total patent royalties                                  80,173             72,998                             7,175                10  %
Current technology solutions revenue a                   2,190              3,212                            (1,022)              (32) %

Total revenue                                  $        82,363          $  76,210          $                  6,153                 8  %


a.  Recurring revenues are comprised of current patent royalties, inclusive of
Dynamic Fixed-Fee Agreement royalties, and current technology solutions revenue.
b.  Non-recurring revenues are comprised of non-current patent royalties, which
primarily include past patent royalties and royalties from static agreements, as
well as patent sales.
The $6.2 million increase in total revenue was primarily due to a $3.1 million
increase in recurring revenue and a $3.1 million increase in non-current patent
royalties both primarily driven by five new patent license agreements signed
over the last twelve months, including Huawei signed in second quarter 2020.
These increases were partially offset by the reduction from the expired LG
patent license agreement. In April 2021, LG confirmed that it is exiting the
smartphone market.
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In first quarter 2021 and first quarter 2020, 71% and 73% of our total revenue,
respectively, was attributable to companies that individually accounted for 10%
or more of our total revenue. In first quarter 2021 and first quarter 2020, the
following companies accounted for 10% or more of our total revenue:
                                    Three months ended March 31,
                                     2021                      2020
                      Apple          34%                       37%
                      Samsung        24%                       26%
                      Huawei         13%                        -%
                      LG             N/A                       10%


Operating Expenses
The following table summarizes the changes in operating expenses between first
quarter 2021 and first quarter 2020 by category (in thousands):
                                                      Three months ended 

March 31,

                                                         2021              2020                     Increase/(Decrease)
Patent administration and licensing                  $  36,574          $ 40,108          $           (3,534)               (9) %
Development                                             22,583            18,818                       3,765                20  %
Selling, general and administrative                     11,217            12,603                      (1,386)              (11) %
Total operating expenses                             $  70,374          $ 71,529          $           (1,155)               (2) %

Operating expenses decreased to $70.4 million in first quarter 2021 from $71.5 million in first quarter 2020. The $1.2 million decrease in total operating expenses was primarily due to changes in the following items (in thousands):

Increase/(Decrease)

Patent maintenance                                                                  $             (2,486)
Corporate initiatives                                                                             (1,952)
Intellectual property enforcement and non-patent litigation                                        1,247

Personnel-related costs, including performance-based compensation

                        2,253
Other                                                                                               (217)
Total decrease in operating expenses                                                $             (1,155)



The $1.2 million decrease in operating expenses was primarily driven by a $2.5
million decrease in patent maintenance costs due to ongoing efforts to
effectively manage our patent portfolio size and a $2.0 million decrease due to
first quarter 2020 corporate initiatives as part of ongoing efforts to optimize
our cost structure, including the closing of our San Diego office. These
decreases were partially offset by a $1.2 million increase in intellectual
property enforcement costs, primarily driven by the on-going Lenovo litigation
and a $2.3 million increase in personnel-related costs.

Patent Administration and Licensing Expense: The $3.5 million decrease in patent
administration and licensing expense primarily resulted from the above-noted
decreases related to patent maintenance, as well as reduced travel costs driven
by COVID-19 restrictions. These decreases were partially offset by the increase
in intellectual property enforcement and non-patent litigation costs discussed
above.
Development Expense: The $3.8 million increase in development expense primarily
resulted from the above-mentioned increases in personnel-related costs, as well
as increases in consulting costs to supplement our research efforts. These
increases were partially offset by reduced travel costs driven by COVID-19
restrictions.
Selling, General and Administrative Expense: The $1.4 million decrease in
selling, general and administrative expense was primarily due to the corporate
initiatives discussed above.
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Non-Operating Expense
The following table compares first quarter 2021 non-operating expense to first
quarter 2020 non-operating expense (in thousands):
                                         Three months ended March 31,
                                             2021                   2020               Change
 Interest expense                 $       (6,990)                $ (10,545)     $  3,555        34  %
 Interest and investment income              553                     2,877        (2,324)      (81) %

 Other income, net                           171                     3,146        (2,975)      (95) %
 Total non-operating expense      $       (6,266)                $  (4,522)     $ (1,744)      (39) %


The change in non-operating expense between periods was driven by a first
quarter 2020 net $4.4 million gain, primarily resulting from observable price
changes of one of our long-term strategic investments, $3.1 million of reduced
non-cash interest expense due to the removal of the accretion of the debt
discount on the 2024 Notes resulting from the adoption of ASU 2020-06, $1.0
million of reduced interest expense due to the repayment of the 2020 Notes in
first quarter 2020, and a $1.9 million gain in first quarter 2021 on a contract
termination. Additionally, Interest and investment income decreased $2.3 million
in the three months ended March 31, 2021 due to reduced rates of return on our
short-term investments.
Income taxes
In first quarter 2021 and 2020, we had an effective tax rate of 30.8% and
1,144.7%, 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 first quarter 2021 and 2020 effective tax rate would have been
12.0% and 65.5%, respectively.
STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 -
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.
Such statements include certain information under the heading "Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and other information regarding our current beliefs, plans and
expectations, including without limitation the matters set forth below. Words
such as "anticipate," "estimate," "expect," "project," "intend," "plan,"
"forecast," "believe," "could," "would," "should," "if," "may," "might,"
"future," "target," "goal," "trend," "seek to," "will continue," "predict,"
"likely," "in the event," variations of any such words or similar expressions
are intended to identify such forward-looking statements. Forward-looking
statements in this Quarterly Report on Form 10-Q include, without limitation,
statements regarding:
•Our expectations regarding the potential effects of new accounting standards on
our financial position, results of operations or cash flows;
•Our expectation that the amortization of dynamic fixed-fee royalty payments
will reduce our March 31, 2021 deferred revenue balance over the next twelve
months;
•Our expectations with respect to revenue to be recognized based on contracts
signed and committed Dynamic Fixed-Fee Agreement payments as of March 31, 2021;
•Our expectations and estimations regarding the income tax effects, and the
impact on the Company, of the Tax Reform Act, including our forecasted net
benefit related to our income qualifying as FDII;
•Our expectations with respect to anticipated tax refunds to be received from
amending certain tax returns;
•The timing, outcome and impact of, and plans, expectations and beliefs with
respect to, our various litigation, arbitration, regulatory and administrative
matters;
•Our belief that we have the ability to obtain additional liquidity through debt
and equity financings;
•Our expectations with respect to the impact of the Technicolor Acquisitions on
our financial statements and our business;
•Our belief that our available sources of funds will be sufficient to finance
our operations, capital requirements, debt obligations, existing stock
repurchase program and dividend program for the next twelve months;
•Our expectation that we will continue to pay dividends comparable to our
quarterly $0.35 per share cash dividend in the future;
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•Our expectations regarding our customers' ability to continue to pay fixed fee
payments owed to us despite the ongoing COVID-19 pandemic; and
•Our expectations regarding the potential effects of the ongoing COVID-19
pandemic on our financial position, results of operations and cash flows.
Forward-looking statements concerning our business, results of operations and
financial condition are inherently subject to risks and uncertainties that could
cause actual results, and actual events that occur, to differ materially from
results contemplated by the forward-looking statements. These risks and
uncertainties include, but are not limited to, the risks and uncertainties
outlined in greater detail in Part I, Item 1A of our 2020 Form 10-K. We
undertake no obligation to revise or update publicly any forward-looking
statement for any reason, except as otherwise required by law.

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