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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): February 23, 2017
______________

InterDigital, Inc.
(Exact name of registrant as specified in charter)


Pennsylvania
1-33579
23-1882087
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


200 Bellevue Parkway, Suite 300, Wilmington, DE
19809
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code: 302-281-3600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

q    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
q    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))






Item 2.02.
Results of Operations and Financial Condition.

On February 23, 2017, InterDigital, Inc. issued a press release announcing its results of operations and financial condition for the fiscal quarter and year ended December 31, 2016. A copy of the press release is attached hereto as Exhibit 99.1.

InterDigital, Inc. does not intend for this Item 2.02 or Exhibit 99.1 to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or to be incorporated by reference into filings under the Securities Act of 1933, as amended.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

99.1

InterDigital, Inc. press release dated February 23, 2017.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



    
INTERDIGITAL, INC.
 
 
By: /s/ Jannie K. Lau
Jannie K. Lau
Executive Vice President,
General Counsel and Secretary


Date: February 23, 2017






EXHIBIT INDEX



Exhibit No.                Description

99.1    InterDigital, Inc. press release dated February 23, 2017.



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


INTERDIGITAL REPORTS FOURTH QUARTER AND FULL YEAR 2016 FINANCIAL RESULTS

New licensing activity drives 51% year-over-year growth in total annual revenue to record $665.9 million mark

WILMINGTON, DE. - February 23, 2017 - InterDigital, Inc. (NASDAQ:IDCC), a mobile technology research and development company, today announced results for the fourth quarter and full year ended December 31, 2016.
Fourth Quarter 2016 Financial Highlights

Fourth quarter 2016 total revenue was $273.9 million, compared to $112.1 million in fourth quarter 2015. The $161.8 million increase in total revenue was primarily attributable to a license agreement signed during the quarter. Primarily as a result of that agreement, past patent royalties totaled $180.3 million.
Fourth quarter 2016 recurring revenue was $93.6 million, consisting of current patent royalties and current technology solutions revenue, and was relatively flat compared to fourth quarter 2015.
Operating expenses were $64.7 million, a 10% increase compared to $58.8 million in fourth quarter 2015, primarily attributable to higher incentive-based performance compensation and patent amortization, and due diligence costs. Intellectual property enforcement expenses were $3.5 million, a 30% decrease compared to $5.1 million in fourth quarter 2015.
Net income1 was $136.5 million, or $3.85 per diluted share, compared to $33.0 million, or $0.92 per diluted share, in fourth quarter 2015.
Full Year 2016 Financial Highlights

Full year 2016 total revenue was $665.9 million compared to $441.4 million in 2015, a 51% increase. This reflected an increase in past sales from $68.7 million in 2015 to $309.7 million in 2016, offset by slightly lower recurring revenue in 2016.
Recurring revenue was $356.2 million in 2016, representing a decrease of 4% compared to $372.8 million in 2015. The decrease was primarily attributable to lower per-unit royalty revenue.
2016 operating expenses were $228.5 million, compared to $232.9 million in 2015. Intellectual property enforcement and non-patent litigation expenses were $16.5 million, a 49% decrease compared to $32.7 million in 2015.
Net income was $309.0 million, or $8.78 per diluted share, compared to net income of $119.2 million, or $3.27 per diluted share, in 2015.
During 2016, the company recorded $430.8 million of cash provided by operating activities, compared to $114.5 million in 2015. The company generated $392.2 million and $81.0 million of free cash flow2 in 2016 and 2015, respectively. These increases were primarily the result of new patent license agreements.
“2016 was a tremendous year for the company, reflecting the strength of our research contributions as well as the leverage and power of the research-based licensing business model,” said William J. Merritt, President and CEO of InterDigital. “In addition to our successes in helping to define 5G and future Internet of Things technologies on the research side, our licensing efforts drove substantial cash flow while we were able to slightly reduce overall expenses on a year-over-year basis.”
Additional Financial Highlights for Fourth Quarter 2016
In fourth quarter 2016, the company recorded $233.3 million of cash provided by operating activities, compared to $86.8 million in 2015. The company generated $222.5 million and $79.2 million of free cash flow in fourth quarter 2016 and fourth quarter 2015, respectively. These increases were primarily the result of new patent license agreements.





During fourth quarter 2016, the company acquired Hillcrest Laboratories, Inc., a pioneer in sensor processing technology, for approximately $48.0 million in cash, net of $0.4 million cash acquired.
The company's fourth quarter 2016 effective tax rate was approximately 34.0% compared to 31.1% during fourth quarter 2015 based on the statutory federal tax rate net of discrete federal and state taxes.
Ending cash and short-term investments totaled $952.8 million.
Additional Financial Highlights for Full Year 2016
The $4.3 million decrease in operating expenses was primarily attributable to the $16.1 million decrease in intellectual property enforcement and non-patent litigation and a $5.7 million decrease in commercial initiatives expense. These decreases were partially offset by a $9.3 million increase in performance-based compensation, driven by increased accrual rates as a result of new patent license agreements signed during 2016. Additionally, depreciation and amortization increased $4.8 million due to the growth of our patent portfolio.
During 2016, the company repurchased 1.3 million shares of common stock for $64.7 million.
The company's 2016 effective tax rate was approximately 27.7% as compared to 35.7% in 2015, based on the statutory federal tax rate net of discrete federal and state taxes. The decrease in the effective tax rate was primarily attributable to the net benefit of including a domestic production activities deduction for the current year and the benefit recorded for amending prior returns to claim the deduction, neither of which were included in the prior year.
Near-Term Outlook:
InterDigital currently expects that sales volumes of the company's per-unit licensees in fourth quarter 2016 and the new agreements signed during 2016 will drive first quarter 2017 total revenue to a range of between $91 million and $96 million, comprised entirely of recurring revenue. This revenue guidance is based on royalty reports received to date, and does not include the potential impact of any new patent license, technology solutions or patent sale agreements that may be signed, or any arbitration or dispute resolutions that may occur, during the balance of first quarter 2017.
Conference Call Information
InterDigital will host a conference call on Thursday, February 23, 2017 at 10:00 a.m. Eastern Time to discuss its fourth quarter 2016 financial performance and other company matters. For a live Internet webcast of the conference call, visit www.interdigital.com and click on the link to the live webcast on the Investors page. The company encourages participants to take advantage of the Internet option.
For telephone access to the conference, call (877) 795-3638 within the United States or +1 719 325-4908 from outside the United States. Please call by 9:50 a.m. ET on February 23 and give the operator conference ID number 1701762.
An Internet replay of the conference call will be available on InterDigital's website in the Investors section. In addition, a telephone replay will be available from 1:00 p.m. ET February 23 through 1:00 p.m. ET February 28. To access the recorded replay, call (888) 203-1112 or +1 719 457-0820 and use the replay code 1701762.

About InterDigital®
InterDigital develops mobile technologies that are at the core of devices, networks, and services worldwide. We solve many of the industry's most critical and complex technical challenges, inventing solutions for more efficient broadband networks and a richer multimedia experience years ahead of market deployment. InterDigital has licenses and strategic relationships with many of the world's leading wireless companies. Founded in 1972, InterDigital is listed on NASDAQ and is included in the S&P MidCap 400® index.





InterDigital is a registered trademark of InterDigital, Inc.
For more information, visit the InterDigital website: www.interdigital.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements include information regarding our current beliefs, plans and expectations, including, without limitation, our current expectations with respect to the company's first quarter 2017 revenue. Words such as "believe," "anticipate," "estimate," "expect," "project," "intend," "plan," "forecast," "goal," and variations of any such words or similar expressions are intended to identify such forward-looking statements.
Forward-looking statements are subject to risks and uncertainties.  Actual outcomes could differ materially from those expressed in or anticipated by such forward-looking statements due to a variety of factors, including, without limitation, those identified in this press release, as well as the following: (i) unanticipated delays, difficulties or acceleration in the execution of patent license agreements; (ii) our ability to leverage our strategic relationships and secure new patent license agreements on acceptable terms; (iii) our ability to enter into sales and/or licensing partnering arrangements for certain of our patent assets; (iv) our ability to enter into partnerships with leading inventors and research organizations and identify and acquire technology and patent portfolios that align with InterDigital's roadmap; (v) our ability to commercialize the company's technologies and enter into customer agreements; (vi) the failure of the markets for the company's current or new technologies to materialize to the extent or at the rate that we expect; (vii) unexpected delays or difficulties related to the development of the company's technologies; (viii) changes in the market share and sales performance of our primary licensees, delays in product shipments of our licensees, delays in the timely receipt and final reviews of quarterly royalty reports from our licensees, delays in payments from our licensees and related matters; (ix) amounts of royalties payable following routine audits, if any, and the timely receipt of such amounts during first quarter 2017; (x) the resolution of current legal or regulatory proceedings, including any awards or judgments relating to such proceedings, additional legal or regulatory proceedings, changes in the schedules or costs associated with legal or regulatory proceedings or adverse rulings in such legal or regulatory proceedings; (xi) changes or inaccuracies in market projections; and (xii) changes in the company's business strategy.
We undertake no duty to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority.

Footnotes
1    Throughout this press release, net income (loss) and diluted earnings per share ("EPS") are attributable to InterDigital, Inc. (e.g., after adjustments for noncontrolling interests), unless otherwise stated.
2    Free cash flow is a supplemental non-GAAP financial measure that InterDigital believes is helpful in evaluating the company's ability to invest in its business, make strategic acquisitions and fund share repurchases, among other things. A limitation of the utility of free cash flow as a measure of financial performance is that it does not represent the total increase or decrease in the company's cash balance for the period. InterDigital defines “free cash flow” as net cash provided by operating activities less purchases of property and equipment, technology licenses and investments in patents. InterDigital's computation of free cash flow might not be comparable to free cash flow reported by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. A detailed reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable GAAP financial measure, is provided at the end of this press release.






SUMMARY CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands except per share data)
(unaudited)
 
For the Three Months Ended December 31,
 
For the Twelve Months Ended December 31,
 
2016
 
2015
 
2016
 
2015
REVENUES:
 
 
 
 
 
 
 
Per-unit royalty revenue
$
14,031

 
$
59,566

 
$
168,050

 
$
234,836

Fixed fee amortized royalty revenue
73,678

 
31,718

 
177,614

 
131,837

Current patent royalties
87,709

 
91,284

 
345,664

 
366,673

Past patent royalties
180,280

 
16,720

 
309,696

 
65,814

Total patent licensing royalties
267,989

 
108,004

 
655,360

 
432,487

Current technology solutions revenue
5,879

 
1,326

 
10,494

 
6,096

Past technology solutions revenue

 
2,768

 

 
2,852

 
$
273,868

 
$
112,098

 
$
665,854

 
$
441,435

 
 
 
 
 
 
 
 
OPERATING EXPENSES:
 
 
 

 
 
 
 

Patent administration and licensing
31,943

 
29,201

 
113,544

 
120,401

Development
18,295

 
19,767

 
68,733

 
72,702

Selling, general and administrative
14,481

 
9,790

 
46,271

 
39,783

 
64,719

 
58,758

 
228,548

 
232,886

 
 
 
 
 
 
 
 
Income from operations
209,149

 
53,340

 
437,306

 
208,549

 
 
 
 
 
 
 
 
OTHER EXPENSE (NET)
(3,394
)
 
(6,444
)
 
(15,035
)
 
(27,534
)
Income before income taxes
205,755

 
46,896

 
422,271

 
181,015

INCOME TAX PROVISION
(69,978
)
 
(14,577
)
 
(116,791
)
 
(64,621
)
NET INCOME
$
135,777

 
$
32,319

 
$
305,480

 
$
116,394

Net loss attributable to noncontrolling interest
(693
)
 
(719
)
 
(3,521
)
 
(2,831
)
NET INCOME ATTRIBUTABLE TO INTERDIGITAL, INC.
$
136,470

 
$
33,038

 
$
309,001

 
$
119,225

NET INCOME PER COMMON SHARE — BASIC
$
3.98

 
$
0.93

 
$
8.95

 
$
3.31

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — BASIC
34,286

 
35,429

 
34,526

 
36,048

NET INCOME PER COMMON SHARE — DILUTED
$
3.85

 
$
0.92

 
$
8.78

 
$
3.27

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — DILUTED
35,487

 
35,887

 
35,189

 
36,463

CASH DIVIDENDS DECLARED PER COMMON SHARE
$
0.30

 
$
0.20

 
$
1.00

 
$
0.80







SUMMARY CONSOLIDATED CASH FLOWS
(dollars in thousands)
(unaudited)
 
For the Three Months Ended December 31,
 
For the Twelve Months Ended December 31,
 
2016
 
2015
 
2016
 
2015
Income before income taxes
205,755

 
$
46,896

 
$
422,271

 
$
181,015

Taxes paid
(50,009
)
 
(41,947
)
 
(108,635
)
 
(85,780
)
Non-cash expenses
23,316

 
23,986

 
89,845

 
83,999

Increase in deferred revenue
202,912

 
22,910

 
527,034

 
113,962

Deferred revenue recognized
(79,209
)
 
(37,396
)
 
(321,313
)
 
(163,354
)
(Decrease) increase in operating working capital, deferred charges and other
(69,483
)
 
72,328

 
(178,424
)
 
(15,343
)
Capital spending and capitalized patent costs
(10,789
)
 
(7,625
)
 
(38,540
)
 
(33,466
)
FREE CASH FLOW
222,493

 
79,152

 
392,238

 
81,033

 
 
 
 
 
 
 
 
Tax benefit from share-based compensation
625

 
331

 
625

 
2,457

Payments on long-term debt

 

 
(230,000
)
 

Acquisition of patents
(100
)
 

 
(4,900
)
 
(20,000
)
Long term investments

 
(6,029
)
 
(2,000
)
 
(12,623
)
Proceeds from noncontrolling interests
6,804

 
6,808

 
6,804

 
9,358

Dividends paid
(10,286
)
 
(7,093
)
 
(31,135
)
 
(28,937
)
Share repurchases

 
(7,358
)
 
(64,685
)
 
(96,410
)
Proceeds from other financing activities

 

 

 
4,500

Acquisition of business, net of cash acquired
(48,000
)
 

 
(48,000
)
 

Proceeds from issuance of senior convertible notes

 

 

 
316,000

Purchase of convertible bond hedge

 

 

 
(59,376
)
Proceeds from issuance of warrants

 

 

 
42,881

Payment of debt issuance costs

 

 

 
(9,403
)
Net proceeds from exercise of stock options
183

 
17

 
485

 
46

Unrealized (loss) gain on short-term investments
(507
)
 
436

 
(379
)
 
254

NET INCREASE IN CASH AND SHORT-TERM INVESTMENTS
$
171,212

 
$
66,264

 
$
19,053

 
$
229,780







CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
 
DECEMBER 31, 2016
 
DECEMBER 31, 2015
ASSETS
 

 
 

Cash & short-term investments
$
952,761

 
$
933,708

Accounts receivable
228,464

 
53,868

Other current assets
39,894

 
23,391

Property & equipment and patents (net)
323,394

 
289,727

Other long-term assets (net)
183,340

 
173,791

TOTAL ASSETS
$
1,727,853

 
$
1,474,485

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current portion of long-term debt
$

 
$
227,174

Accounts payable, accrued liabilities, taxes payable & dividends payable
65,288

 
66,570

Current deferred revenue, including customer advances
360,192

 
106,229

Long-term deferred revenue
261,013

 
289,039

Long-term debt & other long-term liabilities
286,992

 
263,578

TOTAL LIABILITIES
973,485

 
952,590

TOTAL INTERDIGITAL, INC. SHAREHOLDERS' EQUITY
739,709

 
510,519

Noncontrolling interest
14,659

 
11,376

TOTAL EQUITY
754,368

 
521,895

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
1,727,853

 
$
1,474,485







RECONCILIATION OF FREE CASH FLOW TO NET CASH
PROVIDED BY OPERATING ACTIVITIES

In the summary consolidated cash flows and throughout this release, the company refers to free cash flow. The table below presents a reconciliation of this non-GAAP financial measure to net cash provided by operating activities, the most directly comparable GAAP financial measure.

 
 
For the Three Months Ended December 31,
 
For the Twelve Months Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
Net cash provided by operating activities
 
$
233,282

 
$
86,777

 
$
430,778

 
$
114,499

Purchases of property, equipment, & technology licenses
 
(2,405
)
 
(1,865
)
 
(5,882
)
 
(3,700
)
Capitalized patent costs
 
(8,384
)
 
(5,760
)
 
(32,658
)
 
(29,766
)
Free cash flow
 
$
222,493

 
$
79,152

 
$
392,238

 
$
81,033







CONTACT:
InterDigital, Inc.:
 
Patrick Van de Wille
 
patrick.vandewille@interdigital.com
 
 +1 (858) 210-4814



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