|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the quarterly period ended June 30, 2013
|
o
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|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period from
to
|
PENNSYLVANIA
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
23-1882087
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
R
|
|
Accelerated filer
o
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|
Non-accelerated filer
o
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Smaller reporting company
o
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|
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(Do not check if a smaller reporting company)
|
|
|
Common Stock, par value $0.01 per share
|
41,182,879
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Title of Class
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Outstanding at July 23, 2013
|
|
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PAGES
|
|
|
|
|
EX-10.1
|
|
EX-10.3
|
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EX-10.4
|
|
EX-31.1
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EX-31.2
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EX-32.1
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EX-32.2
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EX-101 INSTANCE DOCUMENT
|
|
EX-101 SCHEMA DOCUMENT
|
|
EX-101 CALCULATION LINKBASE DOCUMENT
|
|
EX-101 LABELS LINKBASE DOCUMENT
|
|
EX-101 PRESENTATION LINKBASE DOCUMENT
|
|
|
|
FOR THE THREE MONTHS ENDED JUNE 30,
|
|
FOR THE SIX MONTHS ENDED JUNE 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
|
||||||||
Patent licensing royalties
|
|
$
|
67,210
|
|
|
$
|
62,344
|
|
|
$
|
114,121
|
|
|
$
|
130,926
|
|
Patent sales
|
|
—
|
|
|
$
|
9,000
|
|
|
—
|
|
|
9,000
|
|
|||
Technology solutions
|
|
482
|
|
|
527
|
|
|
934
|
|
|
1,250
|
|
||||
|
|
$
|
67,692
|
|
|
$
|
71,871
|
|
|
$
|
115,055
|
|
|
$
|
141,176
|
|
|
|
|
|
|
|
|
|
|
||||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
||||||||
Patent administration and licensing
|
|
33,164
|
|
|
26,200
|
|
|
70,039
|
|
|
49,428
|
|
||||
Development
|
|
13,477
|
|
|
17,177
|
|
|
29,623
|
|
|
34,666
|
|
||||
Selling, general and administrative
|
|
8,359
|
|
|
10,920
|
|
|
16,201
|
|
|
20,103
|
|
||||
Repositioning
|
|
—
|
|
|
—
|
|
|
1,544
|
|
|
—
|
|
||||
|
|
55,000
|
|
|
54,297
|
|
|
117,407
|
|
|
104,197
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from operations
|
|
12,692
|
|
|
17,574
|
|
|
(2,352
|
)
|
|
36,979
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME (EXPENSE)
|
|
2,899
|
|
|
(2,484
|
)
|
|
(6,581
|
)
|
|
(5,218
|
)
|
||||
Income (loss) before income taxes
|
|
15,591
|
|
|
15,090
|
|
|
(8,933
|
)
|
|
31,761
|
|
||||
INCOME TAX (PROVISION) BENEFIT
|
|
(6,985
|
)
|
|
(5,417
|
)
|
|
4,636
|
|
|
(11,158
|
)
|
||||
NET INCOME (LOSS)
|
|
$
|
8,606
|
|
|
$
|
9,673
|
|
|
$
|
(4,297
|
)
|
|
$
|
20,603
|
|
Net (loss) income attributable to noncontrolling interest
|
|
(632
|
)
|
|
—
|
|
|
(1,266
|
)
|
|
—
|
|
||||
NET INCOME (LOSS) ATTRIBUTABLE TO INTERDIGITAL, INC.
|
|
$
|
9,238
|
|
|
$
|
9,673
|
|
|
$
|
(3,031
|
)
|
|
$
|
20,603
|
|
NET INCOME (LOSS) PER COMMON SHARE — BASIC
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.46
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — BASIC
|
|
41,161
|
|
|
43,876
|
|
|
41,150
|
|
|
44,639
|
|
||||
NET INCOME (LOSS) PER COMMON SHARE — DILUTED
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.46
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — DILUTED
|
|
41,456
|
|
|
44,139
|
|
|
41,150
|
|
|
44,946
|
|
||||
CASH DIVIDENDS DECLARED PER COMMON SHARE
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
FOR THE THREE MONTHS ENDED JUNE 30,
|
|
FOR THE SIX MONTHS ENDED JUNE 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income (loss)
|
$
|
8,606
|
|
|
$
|
9,673
|
|
|
$
|
(4,297
|
)
|
|
$
|
20,603
|
|
Unrealized gain investments, net of tax
|
93
|
|
|
—
|
|
|
248
|
|
|
737
|
|
||||
Comprehensive income (loss)
|
$
|
8,699
|
|
|
$
|
9,673
|
|
|
$
|
(4,049
|
)
|
|
$
|
21,340
|
|
Comprehensive (loss) income attributable to noncontrolling interest
|
(632
|
)
|
|
—
|
|
|
(1,266
|
)
|
|
—
|
|
||||
Total comprehensive income (loss) attributable to InterDigital, Inc.
|
$
|
9,331
|
|
|
$
|
9,673
|
|
|
$
|
(2,783
|
)
|
|
$
|
21,340
|
|
|
FOR THE SIX MONTHS ENDED JUNE 30,
|
||||||
|
2013
|
|
2012
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net (loss) income
|
$
|
(4,297
|
)
|
|
$
|
20,603
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
16,212
|
|
|
12,586
|
|
||
Amortization of deferred financing fees and accretion of debt discount
|
4,790
|
|
|
4,515
|
|
||
Deferred revenue recognized
|
(52,523
|
)
|
|
(107,316
|
)
|
||
Increase in deferred revenue
|
166,353
|
|
|
24,570
|
|
||
Deferred income taxes
|
(5,622
|
)
|
|
7,313
|
|
||
Share-based compensation
|
7,791
|
|
|
3,135
|
|
||
Impairment of long-term investment
|
6,669
|
|
|
—
|
|
||
Other
|
57
|
|
|
849
|
|
||
(Increase) decrease in assets:
|
|
|
|
||||
Receivables
|
109,265
|
|
|
(10,754
|
)
|
||
Deferred charges and other assets
|
(619
|
)
|
|
32
|
|
||
Increase (decrease) in liabilities:
|
|
|
|
||||
Accounts payable
|
1,915
|
|
|
906
|
|
||
Accrued compensation and other expenses
|
(27,783
|
)
|
|
930
|
|
||
Accrued taxes payable and other tax contingencies
|
(2,458
|
)
|
|
1,301
|
|
||
Net cash provided by (used in) operating activities
|
219,750
|
|
|
(41,330
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Purchases of short-term investments
|
(213,432
|
)
|
|
(211,271
|
)
|
||
Sales of short-term investments
|
129,925
|
|
|
193,055
|
|
||
Purchases of property and equipment
|
(1,180
|
)
|
|
(1,030
|
)
|
||
Capitalized patent costs
|
(14,735
|
)
|
|
(14,865
|
)
|
||
Acquisition of patents
|
(13,013
|
)
|
|
(13,000
|
)
|
||
Long-term investments
|
(445
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(112,880
|
)
|
|
(47,111
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from noncontrolling interests
|
5,101
|
|
|
—
|
|
||
Net proceeds from exercise of stock options
|
641
|
|
|
590
|
|
||
Payments on long-term debt, including capital lease obligations
|
—
|
|
|
(180
|
)
|
||
Dividends paid
|
(4,115
|
)
|
|
(9,040
|
)
|
||
Tax benefit from share-based compensation
|
683
|
|
|
1,590
|
|
||
Repurchase of common stock
|
—
|
|
|
(77,745
|
)
|
||
Net cash provided by (used in) financing activities
|
2,310
|
|
|
(84,785
|
)
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
109,180
|
|
|
(173,226
|
)
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
349,843
|
|
|
342,211
|
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
459,023
|
|
|
$
|
168,985
|
|
|
For the three months ended June 30,
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income applicable to common shareholders
|
$
|
9,238
|
|
|
$
|
9,238
|
|
|
$
|
9,673
|
|
|
$
|
9,673
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding: Basic
|
41,161
|
|
|
41,161
|
|
|
43,876
|
|
|
43,876
|
|
||||
Dilutive effect of stock options, RSUs, convertible securities, and warrants
|
|
|
295
|
|
|
|
|
263
|
|
||||||
Weighted-average shares outstanding: Diluted
|
|
|
41,456
|
|
|
|
|
44,139
|
|
||||||
Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Net income: Basic
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
Dilutive effect of stock options, RSUs, convertible securities, and warrants
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Net income: Diluted
|
|
|
$
|
0.22
|
|
|
|
|
$
|
0.22
|
|
|
For the Six Months Ended June 30,
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income applicable to common shareholders
|
$
|
(3,031
|
)
|
|
$
|
(3,031
|
)
|
|
$
|
20,603
|
|
|
$
|
20,603
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding: Basic
|
41,150
|
|
|
41,150
|
|
|
44,639
|
|
|
44,639
|
|
||||
Dilutive effect of stock options, RSUs, convertible securities, and warrants
|
|
|
—
|
|
|
|
|
307
|
|
||||||
Weighted-average shares outstanding: Diluted
|
|
|
41,150
|
|
|
|
|
44,946
|
|
||||||
Earnings Per Share:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income: Basic
|
$
|
(0.07
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.46
|
|
|
$
|
0.46
|
|
Dilutive effect of stock options, RSUs, convertible securities, and warrants
|
|
|
—
|
|
|
|
|
—
|
|
||||||
Net (loss) income: Diluted
|
|
|
$
|
(0.07
|
)
|
|
|
|
$
|
0.46
|
|
|
Total Shareholders' Equity
|
||
Balance as of December 31, 2012
|
$
|
518,705
|
|
Net loss
|
(3,031
|
)
|
|
Unrealized gain on investments, net
|
248
|
|
|
Cash dividends declared
|
(8,233
|
)
|
|
Net proceeds for exercise of stock options
|
641
|
|
|
Taxes withheld upon restricted stock unit vestings
|
(2,411
|
)
|
|
Tax benefit from share-based compensation
|
683
|
|
|
Share-based compensation
|
7,791
|
|
|
Total InterDigital, Inc. shareholders’ equity
|
$
|
514,393
|
|
Proceeds from noncontrolling interests
|
5,101
|
|
|
Net (loss) income attributable to noncontrolling interest
|
(1,266
|
)
|
|
Noncontrolling interest
|
3,835
|
|
|
Total Equity as of June 30, 2013
|
$
|
518,228
|
|
2013
|
Per Share
|
|
Total
|
|
Cumulative by Fiscal Year
|
||||||
First quarter
|
$
|
0.10
|
|
|
$
|
4,115
|
|
|
$
|
4,115
|
|
Second quarter
|
0.10
|
|
|
4,118
|
|
|
8,233
|
|
|||
|
$
|
0.20
|
|
|
$
|
8,233
|
|
|
|
||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
2012
|
Per Share
|
|
Total
|
|
Cumulative by Fiscal Year
|
||||||
First quarter
|
$
|
0.10
|
|
|
$
|
4,469
|
|
|
$
|
4,469
|
|
Second quarter
|
0.10
|
|
|
4,348
|
|
|
8,817
|
|
|||
Third quarter
|
0.10
|
|
|
4,095
|
|
|
12,912
|
|
|||
Fourth quarter
|
1.60
|
|
|
65,643
|
|
|
78,555
|
|
|||
|
$
|
1.90
|
|
|
$
|
78,555
|
|
|
|
||
|
|
|
|
|
|
|
Fair Value as of June 30, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market and demand accounts (a)
|
$
|
444,548
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
444,548
|
|
Mutual and exchange traded funds
|
100,552
|
|
|
—
|
|
|
—
|
|
|
100,552
|
|
||||
Commercial paper (b)
|
—
|
|
|
163,277
|
|
|
—
|
|
|
163,277
|
|
||||
U.S. government securities
|
—
|
|
|
48,600
|
|
|
—
|
|
|
48,600
|
|
||||
Corporate bonds and asset backed securities
|
—
|
|
|
12,815
|
|
|
—
|
|
|
12,815
|
|
||||
|
$
|
545,100
|
|
|
$
|
224,692
|
|
|
$
|
—
|
|
|
$
|
769,792
|
|
(a)
|
Included within cash and cash equivalents.
|
(b)
|
Includes
$14.5 million
of commercial paper that is included within cash and cash equivalents.
|
|
Fair Value as of December 31, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market and demand accounts (a)
|
$
|
261,899
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
261,899
|
|
Mutual and exchange traded funds
|
100,682
|
|
|
—
|
|
|
—
|
|
|
100,682
|
|
||||
Commercial paper (b)
|
—
|
|
|
150,868
|
|
|
—
|
|
|
150,868
|
|
||||
U.S. government securities
|
—
|
|
|
50,560
|
|
|
—
|
|
|
50,560
|
|
||||
Corporate bonds and asset backed securities
|
—
|
|
|
13,270
|
|
|
—
|
|
|
13,270
|
|
||||
|
$
|
362,581
|
|
|
$
|
214,698
|
|
|
$
|
—
|
|
|
$
|
577,279
|
|
(a)
|
Included within cash and cash equivalents.
|
(b)
|
Includes
$87.9 million
of commercial paper that is included within cash and cash equivalents.
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
2.50% Senior Convertible Notes due 2016
|
$
|
230,000
|
|
|
$
|
230,000
|
|
Less: Unamortized interest discount
|
(25,470
|
)
|
|
(29,609
|
)
|
||
Net carrying amount of 2.50% Senior Convertible Notes due 2016
|
$
|
204,530
|
|
|
$
|
200,391
|
|
|
For the three months ended June 30,
|
|
For the six months ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Contractual coupon interest
|
$
|
1,438
|
|
|
$
|
1,438
|
|
|
$
|
2,876
|
|
|
$
|
2,875
|
|
Accretion of debt discount
|
2,105
|
|
|
1,964
|
|
|
4,139
|
|
|
3,863
|
|
||||
Amortization of financing costs
|
326
|
|
|
326
|
|
|
652
|
|
|
652
|
|
||||
Total
|
$
|
3,869
|
|
|
$
|
3,728
|
|
|
$
|
7,667
|
|
|
$
|
7,390
|
|
|
June 30, 2013
|
|
December 31, 2012
|
|
Increase /
(Decrease)
|
||||||
Cash and cash equivalents
|
$
|
459,023
|
|
|
$
|
349,843
|
|
|
$
|
109,180
|
|
Short-term investments
|
310,769
|
|
|
227,436
|
|
|
83,333
|
|
|||
Total Cash and cash equivalents and short-term investments
|
$
|
769,792
|
|
|
$
|
577,279
|
|
|
$
|
192,513
|
|
|
For the six months ended June 30,
|
||||||||||
|
2013
|
|
2012
|
|
Increase /
(Decrease)
|
||||||
Net cash provided by (used in) operating activities
|
$
|
219,750
|
|
|
$
|
(41,330
|
)
|
|
$
|
261,080
|
|
|
June 30, 2013
|
|
December 31, 2012
|
|
Increase / (Decrease)
|
||||||
Current assets
|
$
|
903,878
|
|
|
$
|
814,347
|
|
|
$
|
89,531
|
|
Less
: current liabilities
|
166,047
|
|
|
172,913
|
|
|
(6,866
|
)
|
|||
Working capital
|
737,831
|
|
|
641,434
|
|
|
96,397
|
|
|||
Subtract:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
459,023
|
|
|
349,843
|
|
|
109,180
|
|
|||
Short-term investments
|
310,769
|
|
|
227,436
|
|
|
83,333
|
|
|||
Add:
|
|
|
|
|
|
||||||
Current deferred revenue
|
116,858
|
|
|
106,305
|
|
|
10,553
|
|
|||
Adjusted working capital
|
$
|
84,897
|
|
|
$
|
170,460
|
|
|
$
|
(85,563
|
)
|
|
For the three months ended June 30,
|
|
|
|||||||||||
|
2013
|
|
2012
|
|
Increase/(Decrease)
|
|||||||||
Per-unit royalty revenue
|
$
|
26.1
|
|
|
$
|
27.4
|
|
|
$
|
(1.3
|
)
|
|
(5
|
)%
|
Fixed-fee amortized royalty revenue
|
16.9
|
|
|
33.8
|
|
|
(16.9
|
)
|
|
(50
|
)%
|
|||
Current patent royalties
|
43.0
|
|
|
61.2
|
|
|
(18.2
|
)
|
|
(30
|
)%
|
|||
Past sales
|
24.2
|
|
|
1.2
|
|
|
23.0
|
|
|
1,917
|
%
|
|||
Total patent licensing royalties
|
67.2
|
|
|
62.4
|
|
|
4.8
|
|
|
8
|
%
|
|||
Patent sales revenue
|
—
|
|
|
9.0
|
|
|
(9.0
|
)
|
|
(100
|
)%
|
|||
Technology solutions revenue
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
%
|
|||
Total revenue
|
$
|
67.7
|
|
|
$
|
71.9
|
|
|
$
|
(4.2
|
)
|
|
(6
|
)%
|
|
For the three months ended June 30,
|
|||
|
2013
|
|
|
2012
|
Pegatron Corporation
|
35%
|
|
|
< 10%
|
Sony Corporation of America
|
15%
|
|
|
—%
|
BlackBerry
|
11%
|
|
|
12%
|
Nufront Mobile Communications Technology Co. Ltd.
|
—%
|
|
|
13%
|
Samsung Electronics Company, Ltd.
|
—%
|
|
|
36%
|
|
Three months ended June 30,
|
|
|
|||||||||||
|
2013
|
|
2012
|
|
Increase/ (Decrease)
|
|||||||||
Patent administration and licensing
|
$
|
33.2
|
|
|
$
|
26.2
|
|
|
$
|
7.0
|
|
|
27
|
%
|
Development
|
13.5
|
|
|
17.2
|
|
|
(3.7
|
)
|
|
(22
|
)%
|
|||
Selling, general and administrative
|
8.3
|
|
|
10.9
|
|
|
(2.6
|
)
|
|
(24
|
)%
|
|||
Total operating expenses
|
$
|
55.0
|
|
|
$
|
54.3
|
|
|
$
|
0.7
|
|
|
1
|
%
|
|
Increase/
(Decrease)
|
||
Intellectual property enforcement and non-patent litigation
|
3.7
|
|
|
Patent amortization
|
2.1
|
|
|
Patent maintenance and patent evaluation
|
0.7
|
|
|
Other
|
0.4
|
|
|
Facilities expense
|
0.2
|
|
|
Cost of patent sale
|
(0.7
|
)
|
|
Personnel-related costs
|
(2.2
|
)
|
|
Long-term compensation
|
(3.5
|
)
|
|
Total increase in operating expenses
|
$
|
0.7
|
|
|
For the six months ended June 30,
|
|
|
|||||||||||
|
2013
|
|
2012
|
|
Increase/(Decrease)
|
|||||||||
Per-unit royalty revenue
|
$
|
55.4
|
|
|
$
|
61.9
|
|
|
$
|
(6.5
|
)
|
|
(11
|
)%
|
Fixed-fee amortized royalty revenue
|
33.8
|
|
|
67.4
|
|
|
(33.6
|
)
|
|
(50
|
)%
|
|||
Current patent royalties
|
89.2
|
|
|
129.3
|
|
|
(40.1
|
)
|
|
(31
|
)%
|
|||
Past sales
|
24.9
|
|
|
1.6
|
|
|
23.3
|
|
|
1,456
|
%
|
|||
Total patent licensing royalties
|
114.1
|
|
|
130.9
|
|
|
(16.8
|
)
|
|
(13
|
)%
|
|||
Patent sales revenue
|
—
|
|
|
9.0
|
|
|
(9.0
|
)
|
|
(100
|
)%
|
|||
Technology solutions revenue
|
0.9
|
|
|
1.3
|
|
|
(0.4
|
)
|
|
(31
|
)%
|
|||
Total revenue
|
$
|
115.0
|
|
|
$
|
141.2
|
|
|
$
|
(26.2
|
)
|
|
(19
|
)%
|
|
For the six months ended June 30,
|
|||
|
2013
|
|
|
2012
|
Pegatron Corporation
|
21%
|
|
|
< 10%
|
Sony Corporation of America
|
17%
|
|
|
—%
|
HTC Corporation
|
13%
|
|
|
< 10%
|
Blackberry
|
12%
|
|
|
15%
|
Samsung Electronics Company, Ltd.
|
—%
|
|
|
36%
|
|
For the six months ended June 30,
|
|
|
|||||||||||
|
2013
|
|
2012
|
|
Increase/ (Decrease)
|
|||||||||
Patent administration and licensing
|
$
|
70.0
|
|
|
$
|
49.4
|
|
|
$
|
20.6
|
|
|
42
|
%
|
Development
|
29.6
|
|
|
34.7
|
|
|
(5.1
|
)
|
|
(15
|
)%
|
|||
Selling, general and administrative
|
16.3
|
|
|
20.1
|
|
|
(3.8
|
)
|
|
(19
|
)%
|
|||
Repositioning
|
1.5
|
|
|
$
|
—
|
|
|
1.5
|
|
|
—
|
%
|
||
Total operating expenses
|
$
|
117.4
|
|
|
$
|
104.2
|
|
|
$
|
13.2
|
|
|
13
|
%
|
|
Increase/
(Decrease)
|
||
Intellectual property enforcement and non-patent litigation
|
$
|
12.1
|
|
Patent amortization
|
3.7
|
|
|
Patent maintenance and patent evaluation
|
1.8
|
|
|
Consulting services
|
1.5
|
|
|
Other
|
0.3
|
|
|
Cost of patent sales
|
(0.7
|
)
|
|
Personnel-related costs
|
(2.3
|
)
|
|
Long-term compensation
|
(4.7
|
)
|
|
Total increase in operating expenses not including repositioning charges
|
$
|
11.7
|
|
Repositioning charges
|
1.5
|
|
|
Total increase in operating expenses
|
$
|
13.2
|
|
|
For the six months ended June 30,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
Change
|
|||||||||
Interest expense
|
$
|
(7.7
|
)
|
|
$
|
(7.4
|
)
|
|
$
|
(0.3
|
)
|
|
4
|
%
|
Other
|
(7.0
|
)
|
|
$
|
(0.2
|
)
|
|
(6.8
|
)
|
|
3,400
|
%
|
||
Investment income
|
8.1
|
|
|
$
|
2.4
|
|
|
5.7
|
|
|
238
|
%
|
||
|
$
|
(6.6
|
)
|
|
$
|
(5.2
|
)
|
|
$
|
(1.4
|
)
|
|
27
|
%
|
•
|
The potential effects of new accounting standards on our financial statements or results of operations;
|
•
|
Our expectation that the amortization of fixed fee royalty payments and the resolution of the technology solutions agreement arbitration will reduce our
June 30, 2013
deferred revenue balance over the next twelve months;
|
•
|
Our expectation that we will use deferred tax assets to offset future U.S. federal income taxes;
|
•
|
The timing, outcome and impact of our various litigation, arbitration and administrative matters;
|
•
|
Our ability to obtain additional liquidity through debt and equity financings;
|
•
|
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; and
|
•
|
Our expectation that we will not incur any additional charges related to the VERP.
|
Exhibit
Number
|
|
Exhibit Description
|
†Exhibit 10.1
|
|
Amendment to 2009 Stock Incentive Plan.
|
|
|
|
†*Exhibit 10.2
|
|
InterDigital, Inc. Deferred Compensation Plan (Exhibit 10.1 to InterDigital's Current Report on Form 8-K dated June 18, 2013).
|
|
|
|
†Exhibit 10.3
|
|
2009 Stock Incentive Plan, Term Sheet for Restricted Stock Units (Nonemployee Directors).
|
|
|
|
†Exhibit 10.4
|
|
2009 Stock Incentive Plan, Standard Terms and Conditions for Restricted Stock Units (Nonemployee Directors).
|
|
|
|
Exhibit 31.1
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
Exhibit 31.2
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
Exhibit 32.1
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.**
|
|
|
|
Exhibit 32.2
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.**
|
|
|
|
Exhibit 101
|
|
The following financial information from InterDigital, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the Securities and Exchange Commission on July 26, 2013, formatted in eXtensible Business Reporting Language:
|
|
|
|
|
|
(i) Condensed Consolidated Balance Sheets at June 30, 2013 and December 31, 2012, (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2013 and 2012, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2013 and 2012, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012 and (v) Notes to Condensed Consolidated Financial Statements.
|
|
|
|
†
|
|
Management contract or compensatory plan or arrangement.
|
|
|
|
*
|
|
Incorporated by reference to the previous filing indicated.
|
|
|
|
**
|
|
This exhibit will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that InterDigital, Inc. specifically incorporates it by reference.
|
|
INTERDIGITAL, INC.
|
|
|
|
|
Date: July 26, 2013
|
/s/ WILLIAM J. MERRITT
|
|
|
William J. Merritt
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
Date: July 26, 2013
|
/s/ RICHARD J. BREZSKI
|
|
|
Richard J. Brezski
|
|
|
Chief Financial Officer
|
|
Exhibit
Number
|
|
Exhibit Description
|
†Exhibit 10.1
|
|
Amendment to 2009 Stock Incentive Plan, effective as of June 12, 2013.
|
|
|
|
†*Exhibit 10.2
|
|
InterDigital, Inc. Deferred Compensation Plan (Exhibit 10.1 to InterDigital's Current Report on Form 8-K dated June 18, 2013).
|
|
|
|
†Exhibit 10.3
|
|
2009 Stock Incentive Plan, Term Sheet for Restricted Stock Units (Nonemployee Directors).
|
|
|
|
†Exhibit 10.4
|
|
2009 Stock Incentive Plan, Standard Terms and Conditions for Restricted Stock Units (Nonemployee Directors).
|
|
|
|
Exhibit 31.1
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
Exhibit 31.2
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
Exhibit 32.1
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.**
|
|
|
|
Exhibit 32.2
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.**
|
|
|
|
Exhibit 101
|
|
The following financial information from InterDigital, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the Securities and Exchange Commission on July 26, 2013, formatted in eXtensible Business Reporting Language:
|
|
|
|
|
|
(i) Condensed Consolidated Balance Sheets at June 30, 2013 and December 31, 2012, (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2013 and 2012, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2013 and 2012, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012 and (v) Notes to Condensed Consolidated Financial Statements.
|
†
|
|
Management contract or compensatory plan or arrangement.
|
|
|
|
*
|
|
Incorporated by reference to the previous filing indicated.
|
|
|
|
**
|
|
This exhibit will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that InterDigital, Inc. specifically incorporates it by reference.
|
Plan:
|
The Award is granted pursuant to the Company’s 2009 Stock Incentive Plan.
|
Name of Grantee:
|
|
Grant Number:
|
|
Grant Date:
|
|
Number of restricted stock units subject to the Award:
|
|
Vesting Schedule:
|
The Award vests with respect to 100% of the restricted stock units on the earliest of: (i) the first anniversary of the Grant Date or (ii) a Change in Control (the earliest such date the “Vesting Date”).
|
Deferral of Settlement:
|
If Grantee has elected to defer settlement of vested restricted stock units, such terms are set forth in Grantee’s Deferral Election Form.
|
INTERDIGITAL, INC.
|
GRANTEE
|
|
|
|
|
BY:___________________________
|
_________________________________________
|
William J. Merritt
President and Chief Executive Officer
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of InterDigital, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: July
26
, 2013
|
/s/ William J. Merritt
|
|
|
William J. Merritt
|
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of InterDigital, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: July
26
, 2013
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/s/ Richard J. Brezski
|
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Richard J. Brezski
|
|
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Chief Financial Officer
|
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July
26
, 2013
|
/s/ William J. Merritt
|
|
|
William J. Merritt
|
|
|
President and Chief Executive Officer
|
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(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July
26
, 2013
|
/s/ Richard J. Brezski
|
|
|
Richard J. Brezski
|
|
|
Chief Financial Officer
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