UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended June 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from to
Commission File Number 1-33579
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of Principal Executive Offices and Zip Code)
(302 ) 281-3600
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Common Stock, par value $0.01 per share | |||||
| Title of Class | Outstanding at July 29, 2025 | ||||
INDEX
| PAGES | |||||
InterDigital® is a registered trademark of InterDigital, Inc. All other trademarks, service marks and/or trade names appearing in this Quarterly Report on Form 10-Q are the property of their respective holders.
PART I — FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
| June 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Accounts receivable | |||||||||||
| Prepaid and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Patents, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other non-current assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Shareholders' equity | |||||||||||
Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued compensation and related expenses | |||||||||||
| Deferred revenue | |||||||||||
| Dividends payable | |||||||||||
| Other accrued expenses | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term deferred revenue | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Shareholders' equity: | |||||||||||
Preferred Stock, $ | |||||||||||
Common Stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these statements.
3
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and portfolio development | |||||||||||||||||||||||
| Licensing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax provision | ( | ( | ( | ( | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Net income per common share — Basic | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of common shares outstanding — Basic | |||||||||||||||||||||||
| Net income per common share — Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average number of common shares outstanding — Diluted | |||||||||||||||||||||||
| Cash dividends declared per common share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these statements.
4
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Unrealized gain (loss) on investments, net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these statements.
5
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands, except per share data)
(unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net change in unrealized loss on short-term investments | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
Balance, March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net change in unrealized loss on short-term investments | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Settlement of the 2024 Notes | ( | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Settlement of the 2024 Hedges | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Shareholders' Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net change in unrealized gain on short-term investments | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Exercise of common stock options | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
Balance, March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net change in unrealized gain on short-term investments | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Exercise of common stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock, net | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
Balance, June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these statements.
6
INTERDIGITAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
Non-cash interest income, net | ( | ( | |||||||||
| Non-cash change in investments | ( | ||||||||||
| Change in deferred revenue | ( | ( | |||||||||
| Deferred income taxes | |||||||||||
| Share-based compensation | |||||||||||
Increase in assets: | |||||||||||
| Receivables | ( | ( | |||||||||
| Deferred charges and other assets | ( | ( | |||||||||
| Increase (Decrease) in liabilities: | |||||||||||
| Accounts payable | ( | ||||||||||
Customer deposit | ( | ||||||||||
| Accrued compensation and other expenses | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
Cash flows from investing activities: | |||||||||||
| Purchases of short-term investments | ( | ( | |||||||||
| Sales of short-term investments | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Capitalized patent costs | ( | ( | |||||||||
| Long-term investments | |||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
Cash flows from financing activities: | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Net proceeds from exercise of stock options | |||||||||||
| Taxes withheld upon restricted stock unit vestings | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
Refer to Note 1, "Basis of Presentation," for additional supplemental cash flow information. Additionally, refer to Note 3, "Cash, Concentration of Credit Risk and Fair Value of Financial Instruments" for a reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets.
The accompanying notes are an integral part of these statements.
7
INTERDIGITAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(unaudited)
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited, condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position of InterDigital, Inc. (individually and/or collectively with its subsidiaries referred to as “InterDigital,” the “Company,” “we,” “us” or “our,” unless otherwise indicated) as of June 30, 2025, the results of our operations for the three and six months ended June 30, 2025 and 2024 and our cash flows for the six months ended June 30, 2025 and 2024. 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, 2024 (our “2024 Form 10-K”) as filed with the Securities and Exchange Commission (“SEC”) on February 6, 2025. Definitions of capitalized terms not defined herein appear within our 2024 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 revenue and expenses during the reporting period. Actual results could differ from these estimates.
Change in Accounting Policies
There have been no material changes or updates to our existing accounting policies from the disclosures included in our 2024 Form 10-K, except as indicated below in "New Accounting Guidance".
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, 2025 and 2024 (in thousands):
| Six Months Ended June 30, | |||||||||||
| Supplemental cash flow information: | 2025 | 2024 | |||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid, including foreign withholding taxes | |||||||||||
| Non-cash investing and financing activities: | |||||||||||
| Dividend payable | |||||||||||
| Right-of-use assets obtained in exchange of operating lease liabilities | |||||||||||
| Non-cash acquisition of patents | |||||||||||
| Accrued capitalized patent costs and property and equipment purchases | ( | ||||||||||
| Unsettled repurchase of common stock | |||||||||||
8
New Accounting Guidance
Accounting Standards Update: Improvements to Income Tax Disclosures
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Updates ("ASU") No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in the ASU enhance income tax disclosures, primarily through standardization, disaggregation of rate reconciliation categories, and income taxes paid by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption allowed. We adopted this guidance as of January 1, 2025, and we will include the necessary disclosures in our annual Form 10-K. The disclosures are required on an annual basis so there was no impact to this Form 10-Q.
Accounting Standards Update: Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". The amendments in the ASU require disclosures about specific types of expenses included in the expense captions presented on the Consolidated Statements of Income, as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption allowed. We are currently evaluating the impact of adoption on our financial disclosures.
Accounting Standards Update: Induced Conversions of Convertible Debt Instruments
In November 2024, the FASB issued ASU No. 2024-04, "Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments". The amendments in the ASU require disclosures for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for fiscal years beginning after December 15, 2025, with early adoption allowed. We are currently evaluating the impact of adoption on our consolidated financial statements.
9
2. REVENUE
Disaggregated Revenue
The following table presents the disaggregation of our revenue for the three and six months ended June 30, 2025 and 2024 (in thousands):
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Increase/(Decrease) | |||||||||||||||||||||
| Smartphone | $ | $ | $ | % | |||||||||||||||||||
| CE, IoT/Auto | % | ||||||||||||||||||||||
| Other | ( | ( | % | ||||||||||||||||||||
| Total Revenue | $ | $ | $ | % | |||||||||||||||||||
Catch-up revenue (a), included above | $ | $ | $ | % | |||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Increase/(Decrease) | |||||||||||||||||||||
| Smartphone | $ | $ | $ | % | |||||||||||||||||||
| CE, IoT/Auto | ( | ( | % | ||||||||||||||||||||
| Other | ( | ( | % | ||||||||||||||||||||
| Total Revenue | $ | $ | $ | % | |||||||||||||||||||
Catch-up revenue (a), included above | $ | $ | $ | ( | ( | % | |||||||||||||||||
(a) Catch-up revenue represents revenue associated with reporting periods prior to the execution of the license agreement.
During the six months ended June 30, 2025, we recognized $108.5 million of revenue that had been included in deferred revenue as of the beginning of the period. As of June 30, 2025, we had contract assets of $343.8 million included within "Accounts receivable" and $9.0 million included within "Other non-current assets, net" in the condensed consolidated balance sheet. As of December 31, 2024, we had contract assets of $162.8 million included within "Accounts receivable" in the condensed consolidated balance sheet.
Contracted Revenue
Based on contracts signed and committed as of June 30, 2025, we expect to recognize the following revenue from dynamic fixed-fee royalty payments over the term of such contracts (in thousands):
Revenue (a) | |||||
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total Revenue | $ | ||||
(a) This table includes estimated revenue related to our Lenovo arbitration. In accordance with ASC 606, this estimate is limited to the amount of revenue we expect to recognize only to the extent we believe it is probable that a subsequent change in the estimate would not result in a significant revenue reversal.
10
3. CASH, CONCENTRATION OF CREDIT RISK AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash currently consist of money market and demand accounts. The following table provides a reconciliation of total cash, cash equivalents, and restricted cash as of June 30, 2025, December 31, 2024, and June 30, 2024 to the captions within the condensed consolidated balance sheets and condensed consolidated statements of cash flows (in thousands):
| June 30, | December 31, | June 30, | |||||||||||||||
| 2025 | 2024 | 2024 | |||||||||||||||
| Cash and cash equivalents | $ | $ | $ | ||||||||||||||
| Restricted cash included within prepaid and other current assets | |||||||||||||||||
Total cash, cash equivalents, and restricted cash | $ | $ | $ | ||||||||||||||
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. Three licensees comprised 90 % and 84 % of our accounts receivable balances of June 30, 2025 and December 31, 2024, respectively. 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.
11
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, 2025 and December 31, 2024 (in thousands):
| Fair Value as of June 30, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Money market and demand accounts (a) | $ | $ | $ | $ | |||||||||||||||||||
Commercial paper (b) | |||||||||||||||||||||||
| U.S. government securities | |||||||||||||||||||||||
Corporate bonds, asset backed and other securities (c) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value as of December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Money market and demand accounts (a) | $ | $ | $ | $ | |||||||||||||||||||
Commercial paper (b) | |||||||||||||||||||||||
| U.S. government securities | |||||||||||||||||||||||
Corporate bonds, asset backed and other securities (c) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
______________________________
(a)Primarily included within cash and cash equivalents.
(b)As of December 31, 2024, $4.1 million of commercial paper was included within cash and cash equivalents, respectively.
(c)As of June 30, 2025 and December 31, 2024, $1.0 million and $11.7 million of corporate bonds, asset backed and other securities was included within cash and cash equivalents, respectively.
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 as of June 30, 2025 and December 31, 2024 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, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Principal Amount | Carrying Value | Fair Value | Principal Amount | Carrying Value | Fair Value | ||||||||||||||||||||||||||||||
| 2027 Senior Convertible Long-Term Debt | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Technicolor Patent Acquisition Long-term Debt
The carrying value and related estimated fair value of the Technicolor Patent Acquisition long-term debt reported as of June 30, 2025 and December 31, 2024 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, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| Technicolor Patent Acquisition Long-Term Debt | $ | $ | $ | $ | |||||||||||||||||||
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4. OTHER ASSETS AND LIABILITIES
The amounts included in "Prepaid and other current assets" in the condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024 were as follows (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Tax receivables | $ | $ | |||||||||
| Prepaid assets | |||||||||||
| Restricted cash | |||||||||||
| Other current assets | |||||||||||
| Total Prepaid and other current assets | $ | $ | |||||||||
The amounts included in "Other non-current assets, net" in the condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024 were as follows (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Tax receivables | $ | $ | |||||||||
| Goodwill | |||||||||||
| Right-of-use assets | |||||||||||
| Long-term investments | |||||||||||
| Contract asset | |||||||||||
| Other non-current assets | |||||||||||
| Total Other non-current assets, net | $ | $ | |||||||||
The amounts included in "Other accrued expenses" in the condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024 were as follows (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Accrued legal fees | $ | $ | |||||||||
| Other accrued expenses | |||||||||||
| Total Other accrued expenses | $ | $ | |||||||||
The amounts included in "Other long-term liabilities" in the condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024 were as follows (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Deferred compensation liabilities | $ | $ | |||||||||
| Operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total Other long-term liabilities | $ | $ | |||||||||
5. 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 in 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.
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The 2027 Notes will be convertible into cash up to the aggregate principal amount of the 2027 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 2027 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 the 2027 Notes (which is equivalent to an initial conversion price of approximately $77.49 per share). From the period January 1, 2024 through September 30, 2025, the holders of the 2027 Notes have the right, but not the obligation, to convert any portion of the principal amount of the 2027 Notes. As such, the 2027 Notes are included in "Current portion of long-term debt" in our condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.
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. The 2027 Notes are effectively subordinated to all of the Company’s future secured indebtedness, if any, 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 ("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. Also, on May 24 and May 25, 2022, we entered into privately negotiated warrant transactions ("2027 Warrant Transactions"), whereby we sold warrants to acquire, subject to customary anti-dilution adjustments, approximately 5.9 million shares of common stock. As of June 30, 2025, the warrants under the 2027 Warrant Transactions had a weighted average strike price of $106.06 per share, subject to adjustment, and mature beginning September 2027 through April 2028.
2024 Notes, and Related Note Hedge and Warrant Transactions
On June 3, 2019, we issued $400.0 million in aggregate principal amount of Senior Convertible Notes due in 2024 (the "2024 Notes") that bore 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 matured on June 1, 2024.
In connection with the offering of the 2024 Notes, we entered into convertible note hedge transactions (collectively, the "2024 Note Hedge Transactions") that covered, subject to customary anti-dilution adjustments, approximately 4.9 million shares of common stock, in the aggregate, at a strike price that corresponded to the conversion price of the 2024 Notes, subject to adjustment, and were exercisable upon any conversion of the 2024 Notes. 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, we repurchased $273.8 million in aggregate principal amount of the 2024 Notes in privately negotiated transactions concurrently with the offering of the 2027 Notes. In connection with the partial repurchase of the 2024 Notes, we entered into partial unwind agreements that amended the terms of the 2024 Call Spread 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 3.3 million shares of common stock in the aggregate that were covered under each of the 2024 Note Hedge Transactions and the 2024 Warrant Transactions were unwound.
On June 1, 2024, the 2024 Notes matured and we repaid the remaining $126.2 million in aggregate principal in cash and issued 0.3 million common shares to settle the remaining obligation. This issuance was effectively offset by our receipt of 0.3 million shares from the settlement of the 2024 Note Hedge Transactions. Additionally, the 2024 Warrant Transactions settled, on a net-share basis, during September through December 2024 resulting in the issuance of 0.5 million shares.
The following table reflects the carrying value of our Convertible Notes long-term debt as of June 30, 2025 and December 31, 2024 (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| $ | $ | ||||||||||
| Less: Deferred financing costs | ( | ( | |||||||||
| Net carrying amount of the Convertible Notes | |||||||||||
| Less: Current portion of long-term debt | ( | ( | |||||||||
| Long-term net carrying amount of the Convertible Notes | $ | $ | |||||||||
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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, 2025 and 2024 relating to the contractual interest coupon and the amortization of deferred financing costs of the Convertible Notes (in thousands):
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| 2027 Notes | 2027 Notes | 2024 Notes | Total | ||||||||||||||||||||
| Contractual coupon interest | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of deferred financing costs | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| 2027 Notes | 2027 Notes | 2024 Notes | Total | ||||||||||||||||||||
| Contractual coupon interest | $ | $ | $ | $ | |||||||||||||||||||
| Amortization of deferred financing costs | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
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 (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 made certain payments to Technicolor and Sony and agreed to contribute cash to fund certain capital reserve obligations under the arrangement in exchange for a percentage of future revenue, 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, 2025 and December 31, 2024 is disclosed within Note 3, "Cash, Concentration of Credit Risk and Fair Value of Financial Instruments." Our repayment obligations are contingent upon future royalty revenue 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, 2025, we recognized $0.6 million and $0.8 million, respectively, of interest expense related to this debt, compared to $1.0 million and $1.6 million during the three and six months ended June 30, 2024, 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. We made $1.3 million in payments to CPPIB Credit during the six months ended June 30, 2025 and $12.9 million in payments were made during the six months ended June 30, 2024.
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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, 2025, the contingent consideration liability from the revenue-sharing arrangement was deemed not probable and is therefore not reflected within the consolidated financial statements.
6. LITIGATION AND LEGAL PROCEEDINGS
ARBITRATIONS AND COURT PROCEEDINGS
Lenovo
In fourth quarter 2024, the Company reached an agreement with Lenovo Group Limited and certain of its subsidiaries (“Lenovo”) to enter into binding arbitration to determine the final terms of a new patent license agreement, which will be effective from January 1, 2024. In November 2024, the Company filed a request for arbitration with the International Chamber of Commerce. In March 2025, the International Chamber of Commerce confirmed the full tribunal for the arbitration.
Samsung
The Company reached an agreement with Samsung Electronics Co. Ltd. (“Samsung”) to enter into binding arbitration to determine the final terms of a renewed patent license agreement to certain of the Company’s patents, to be effective from January 1, 2023. The Company and Samsung also agreed not to initiate certain claims against the other during the arbitration. In March 2023, the Company filed a request for arbitration with the International Chamber of Commerce.
The arbitration hearing was held in July 2024, and closing arguments were held in October 2024. On July 28, 2025, a panel of International Chamber of Commerce arbitrators determined the royalties of the patent license between the Company and Samsung covering Samsung’s products other than digital televisions and computer display monitors, which have been licensed under a separate agreement. The panel set the total royalties at $1.05 billion for the eight-year patent license.
Tesla
In December 2023, Tesla and certain of its subsidiaries filed a claim in the UK High Court against the Company and Avanci. The claim alleges invalidity of three of the Company’s patents relating to 5G standards: European Patent (UK) Nos. 3,718,369, 3,566,413, and 3,455,985. Tesla sought, among other relief, a declaration that the patents at issue are invalid, not essential, and not infringed, revocation of the patents at issue, a declaration that the terms of the Avanci 5G Connected Vehicle platform license are not FRAND, and a determination of FRAND terms for a license between Tesla and Avanci covering its Avanci’s 5G Connected Vehicle platform. In March 2024, the Company filed a jurisdiction challenge; the jurisdiction challenge was heard during May and June 2024, and in July 2024 the UK High Court issued a judgment dismissing Tesla’s FRAND claims against the Company and Avanci, and maintaining Tesla’s patent claims against the Company. The patent claims against the Company were further stayed by the UK High Court.
Tesla sought permission to appeal the decision; the Company also sought permission to appeal on two limited grounds conditionally, should Tesla’s request for an appeal be granted. The appeal hearing was held in December 2024, and the UK Court of Appeal upheld the lower court's decision and refused Tesla’s request for permission to appeal. Tesla filed an application for permission to appeal to the Supreme Court. In July 2025, the Supreme Court granted Tesla’s request for permission to appeal the issues of whether pool licenses are arguably required to be FRAND, whether all members of the Avanci 5G Platform must be joined to the case, and whether Tesla’s claim advances the possibility of a bilateral license from the Company.
Disney
US Central District of California Proceedings
In February 2025, the Company and certain of its subsidiaries filed a claim in the Federal District Court of the Central District of California against The Walt Disney Co. and certain of its subsidiaries (“Disney”). The claim alleges infringement of certain of the Company’s patents relating to video coding and video streaming technologies. The Company is seeking, among other relief, damages to prevent further infringement of the asserted patents.
In March 2025, Disney filed an answer and asserted multiple counterclaims against the Company. In April 2025 Disney filed a motion for an anti-suit injunction to prevent enforcement of any potential injunctive relief in Brazil, which the court denied.
A trial is scheduled for September 2026.
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Brazil Proceedings
In February 2025, the Company and certain of its subsidiaries filed a claim in the Regional Business Court of Rio de Janeiro against The Walt Disney Co. and certain of its subsidiaries. The claim alleges infringement of certain of the Company’s patents relating to video coding technologies. The Company is seeking, among other relief, damages and injunctive relief to prevent further infringement of the asserted patents.
In March 2025, Disney filed an answer and asserted a rate-setting counterclaim. In May 2025 the Company requested an anti-interference injunction to prevent Disney from continuing with its anti-suit injunction in California.
Germany Proceedings
In February and April of 2025, the Company and certain of its subsidiaries filed patent infringement claims in four separate proceedings in the Munich Regional Court against The Walt Disney Co. and certain of its subsidiaries. The claims allege infringement of certain of the Company’s patents relating to video coding and video streaming technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents.
In May 2025, the Company filed a request for an anti-interference injunction to prevent interference with the proceedings in Munich by an anti-suit injunction. The court issued the anti-interference injunction against Disney.
UPC Proceedings
In February and April of 2025, the Company and certain of its subsidiaries filed patent infringement claims in four separate proceedings in the Mannheim Local Divisional Court and Dusseldorf Local Divisional Court of the Unified Patent Court (“the UPC”) against The Walt Disney Co. and certain of its subsidiaries. The claims allege infringement of certain of the Company’s patents relating to video coding and video streaming technologies. The Company is seeking, among other relief, injunctive relief to prevent further infringement of the asserted patents.
In May 2025, the Company filed a request for an anti-interference injunction to prevent interference with the proceedings at the UPC by an anti-suit injunction. The Mannheim Local Division granted the anti-interference injunction against Disney.
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, 2025, except as noted above.
7. INCOME TAXES
In the six months ended June 30, 2025 and 2024, the Company had an estimated effective tax rate of 13.7 % and 18.6 %, respectively. The change in effective tax rate is due to an increase in the amount of Foreign Derived Intangible Income ("FDII") deduction benefit available to the Company and tax benefits related to share-based compensation. In addition, the Company is subject to a decrease in the Global Intangible Low-Tax Income inclusion derived from the decrease in French revenue. During the six months ended June 30, 2025 and 2024, the Company recorded discrete net benefits of $5.6 million and $2.4 million, respectively, primarily related to share-based compensation.
The One Big Beautiful Bill Act (the “Act”) was signed into law on July 4th, 2025. The Act contains significant tax law changes with various effective dates affecting business taxpayers. Among the tax law changes that will impact the Company relate to the timing and amount of certain tax deductions including FDII, depreciation expense, R&D expenditures and interest expense. The Company will implement the tax law changes in the third quarter of 2025. The Company is still in the process of evaluating the Act and an estimate of the financial impact cannot be made at this time.
The effective tax rate reported in any given year will continue to be influenced by a variety of factors, including timing differences between the recognition of book and tax revenue, the level of pre-tax income or loss, the foreign vs. domestic classification of the Company’s customers, and any discrete items that may occur.
During the six months ended June 30, 2025 and 2024, the Company paid approximately $14.5 million and $13.4 million, respectively, in foreign source creditable withholding tax.
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8. 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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
Dilutive effect of stock options and RSUs | |||||||||||||||||||||||
Dilutive effect of warrants | |||||||||||||||||||||||
Dilutive effect of convertible securities | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
Dilutive effect of stock options and RSUs | ( | ( | ( | ( | |||||||||||||||||||
Dilutive effect of warrants | ( | ( | ( | ( | |||||||||||||||||||
Dilutive effect of convertible securities | ( | ( | ( | ( | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
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, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
Convertible Notes and Warrants
Refer to Note 5, "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.
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9. SEGMENT PERFORMANCE MEASURES AND EXPENSES
Our chief operating decision maker (“CODM”), who is our Chief Executive Officer, assesses company-wide performance and allocates resources based on consolidated financial information. Consequently, we view the entire organization as one reportable segment and the strategic purpose of all operating activities is to support that one segment. Our CODM evaluates company-wide performance based on multiple performance measures, including, but not limited to, net income. Our CODM does not generally evaluate our performance using asset or historical cash flow information.
The table below provides the calculation of net income, which is the performance measure that is most consistent with GAAP, and the significant operating expenses included in this performance measure (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
Less: | |||||||||||||||||||||||
Departmental expenses (a) | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Intellectual property enforcement | |||||||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||
| Revenue share costs | |||||||||||||||||||||||
Other non-operating (income) expense, net (b) | ( | ( | ( | ||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
(a) Includes personnel costs, consulting costs, outside services, administrative costs, and other operating expenses.
(b) Includes interest income, interest expense, and other non-operating income and expenses
10. OTHER INCOME, NET
The amounts included in "Other income, net" in the condensed consolidated statements of income for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Interest and investment income | $ | $ | $ | $ | |||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
| Other income, net | $ | $ | $ | $ | |||||||||||||||||||
The change in Other was primarily due to a foreign currency translation net gains arising from translation of our foreign subsidiaries of $3.6 million and $5.8 million in the three and six months ending June 30, 2025, respectively, compared to losses of $0.9 million and $3.3 million in the three and six months ending June 30, 2024, respectively.
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
The following discussion should be read in conjunction with the unaudited, condensed consolidated financial statements and notes thereto contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, in addition to our 2024 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 “catch-up revenue.” For variable and dynamic fixed-fee license agreements, “catch-up revenue” primarily represents revenue associated with reporting periods prior to the execution of the license agreement.
Samsung Arbitration and New Agreements
On July 28, 2025, a panel of International Chamber of Commerce arbitrators determined the royalties of the patent license between InterDigital Inc. and Samsung Electronics Co., Ltd (“Samsung”) covering Samsung’s products other than digital televisions and computer display monitors, which have been licensed under a separate agreement.
The arbitration panel set the total royalties at $1.05 billion for the eight-year patent license, which commenced on January 1, 2023 and runs through December 31, 2030. Under this agreement, InterDigital will recognize approximately $131 million of recurring revenue per year, a 67% increase from the previous license agreement. In second quarter 2025, the agreement contributed $119 million of catch-up revenue in addition to $33 million of recurring revenue.
In April 2025, we signed a new multi-year license agreement with HP Inc. The agreement licenses HP personal computers to InterDigital’s Wi-Fi and video decoding technologies.
Return of Capital to Shareholders
During second quarter 2025, we returned $41.7 million to shareholders, including $15.5 million, or $0.60 per share, of cash dividends declared and $26.2 million through the repurchase of shares of common stock.
As of July 31, 2025, there was $182.7 million remaining under the share repurchase authorization, which we plan to utilize to periodically repurchase additional common shares. See Part II, Item II - Unregistered Sales of Equity Securities and Use of Proceeds—Issuer Purchases of Equity Securities of this Quarterly Report on Form 10-Q.
Cash & Short-term Investments
As of June 30, 2025, we had $947.9 million of cash, restricted cash, and short-term investments and nearly $2.0 billion of cash payments due under contracted fixed price agreements, which includes our conservative estimates of the minimum cash receipts that we expect to receive under the Lenovo arbitration.
97% of our second quarter 2025 revenue is from fixed-fee agreements. Such agreements often have prescribed payment schedules that are uneven and sometimes front-loaded, resulting in timing differences between when we collect the cash payments and recognize the related revenue.
The following table reconciles the timing differences between cash receipts and recognized revenue during the three and six months ended June 30, 2025 and 2024, including the resulting operating cash flow (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| Cash vs. Non-cash revenue: | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Fixed fee cash receipts (a) | $ | 162,140 | $ | 33,705 | $ | 184,719 | $ | 224,690 | |||||||||||||||
Other cash receipts (b) | 9,193 | 14,583 | 33,444 | 25,356 | |||||||||||||||||||
| Change in deferred revenue | 32,456 | 26,866 | 71,206 | 54,408 | |||||||||||||||||||
| Change in receivables | 84,439 | 78,011 | 200,405 | 106,348 | |||||||||||||||||||
| Other | 12,368 | 70,328 | 21,329 | 76,233 | |||||||||||||||||||
| Total Revenue | $ | 300,596 | $ | 223,493 | $ | 511,103 | $ | 487,035 | |||||||||||||||
| Net cash provided by (used in) operating activities | $ | 105,118 | $ | (48,910) | $ | 85,129 | $ | 1,863 | |||||||||||||||
(a) Fixed fee cash receipts are comprised of cash receipts from Dynamic Fixed-Fee Agreement royalties, including the associated catch-up revenue.
(b) Other cash receipts are primarily comprised of cash receipts related to our variable patent royalty revenue and catch-up revenue.
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When we collect payments on a front-loaded basis, we recognize a deferred revenue liability equal to the cash received and accounts receivable recorded which relate to revenue expected to be recognized in future periods. That liability is then reduced as we recognize revenue over the balance of the agreement. The following table shows the projected amortization of our current and long term deferred revenue as of June 30, 2025 (in thousands):
| Deferred Revenue | |||||
| Remainder of 2025 | $ | 107,702 | |||
| 2026 | 141,117 | ||||
| 2027 | 39,486 | ||||
| 2028 | 1,141 | ||||
| 2029 | 1,206 | ||||
| Thereafter | 1,270 | ||||
| Total Revenue | $ | 291,922 | |||
Revenue
Second quarter 2025 revenue of $300.6 million includes $162.3 million of catch-up revenue, while second quarter 2024 revenue of $223.5 million includes $127.6 million of catch-up revenue. The $77.1 million increase was primarily due to revenue from the Samsung arbitration decision and the HP agreement, and was partially offset by catch-up revenue from the Lenovo UK proceedings recognized in second quarter 2024. In second quarter 2025, revenue (in descending order) from Samsung, HP, and Apple each comprised 10% or more of our consolidated revenue. Refer to "Results of Operations --Second Quarter 2025 Compared to Second Quarter 2024" for further discussion of our 2025 revenue.
Impact of Macroeconomic and Geopolitical Factors
We have been actively monitoring the impact of the current macroeconomic environment in the U.S. and globally characterized by market volatility, inflation, supply chain issues, high interest rates, labor shortages, tariffs and other potential trade-related sanctions, and the potential for a recession. These market factors, as well as the impacts of the Ukraine-Russia and Middle East conflicts, have not had a material impact on our business to date. However, if these conditions continue or worsen, they could have an adverse effect on our operating results and our financial condition.
Comparability of Financial Results
When comparing second quarter 2025 financial results against other periods, the following items should be taken into consideration:
Revenue
•Our second quarter 2025 revenue includes $162.3 million of catch-up revenue primarily related to the Samsung arbitration decision and the new patent license agreement with HP signed in second quarter 2025.
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 2024 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 2024 Form 10-K. There have been no material changes to our existing critical accounting policies from the disclosures included in our 2024 Form 10-K. Refer to Note 1, “Basis of Presentation,” in the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for updates related to new accounting pronouncements and changes in accounting policies.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are cash, cash equivalents, and short-term investments, as well as cash generated from operations. We believe we have the ability to obtain additional liquidity through debt and equity financings. From time to time, we may engage in a variety of transactions to augment our liquidity position as our business dictates and to take advantage of favorable interest rate environments or other market conditions, including the incurrence or issuance of debt and the refinancing or restructuring of existing debt. Based on our past performance and current expectations, we believe our available sources of funds, including cash, cash equivalents, short-term investments, and cash generated from our operations, will be sufficient to finance our operations, capital requirements, debt obligations, existing stock repurchase program, dividend program, and other contractual obligations discussed below in both the short-term over the next twelve months, and the long-term beyond twelve months.
21
Cash, cash equivalents, restricted cash, and short-term investments
As of June 30, 2025 and December 31, 2024, we had the following amounts of cash and cash equivalents, restricted cash, and short-term investments (in thousands):
| June 30, 2025 | December 31, 2024 | Increase / (Decrease) | |||||||||||||||
| Cash and cash equivalents | $ | 517,894 | $ | 527,360 | $ | (9,466) | |||||||||||
| Restricted cash included within prepaid and other current assets | 10,942 | 24,187 | (13,245) | ||||||||||||||
| Short-term investments | 419,091 | 430,848 | (11,757) | ||||||||||||||
Total cash, cash equivalents, restricted cash, and short-term investments | $ | 947,927 | $ | 982,395 | $ | (34,468) | |||||||||||
The net decrease in cash, cash equivalents, restricted cash, and short-term investments was attributable to cash used in financing activities of $85.6 million and cash used in investing activities of $40.2 million, excluding sales and purchases of short-term investments, partially offset by cash provided by operating activities of $85.1 million. Refer to the sections below for further discussion of these items.
Cash flows provided by operating activities
Cash flows provided by operating activities in the first half 2025 and 2024 (in thousands) were as follows:
| Six Months Ended June 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Net cash provided by operating activities | $ | 85,129 | $ | 1,863 | $ | 83,266 | |||||||||||
Our cash flows provided by operating activities are principally derived from cash receipts from patent license agreements, offset by cash operating expenses and income tax payments. The $83.3 million change in net cash provided by operating activities was driven by lower cash operating expenses primarily due to lower revenue share and litigation costs recognized in first half 2025. This change was partially offset by lower cash receipts primarily due to large cash receipts in first half 2024 related to catch-up revenue. The table below sets forth the significant items comprising our cash flows provided by operating activities during the six months ended June 30, 2025 and 2024 (in thousands):
| Six Months Ended June 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
| Total Cash Receipts | $ | 218,163 | $ | 250,046 | $ | (31,883) | |||||||||||
| Cash Outflows: | |||||||||||||||||
Cash operating expenses a | (114,832) | (195,734) | 80,902 | ||||||||||||||
Income taxes paid b | (21,764) | (16,920) | (4,844) | ||||||||||||||
| Total cash outflows | (136,596) | (212,654) | 76,058 | ||||||||||||||
| Other working capital adjustments | 3,562 | (35,529) | 39,091 | ||||||||||||||
| Cash flows provided by operating activities | $ | 85,129 | $ | 1,863 | $ | 83,266 | |||||||||||
______________________________
(a) Cash operating expenses include operating expenses less depreciation and disposals of fixed assets, amortization of patents, and non-cash compensation. Amount includes revenue share costs of $5.2 million and $71.7 million in first half 2025 and 2024, respectively.
(b) Income taxes paid include foreign withholding taxes.
Cash flows from investing and financing activities
Net cash used in investing activities for first half 2025 was $22.2 million, a $119.7 million change from $97.5 million provided by investing activities in first half 2024. During first half 2025, we sold $18.0 million of short-term marketable securities, net of purchases, and capitalized $40.2 million of patent costs and property and equipment purchases. During first half 2024, we sold $118.9 million of short-term marketable securities, net of purchases, and capitalized $22.6 million of patent costs and property and equipment purchases.
22
Net cash used in financing activities for first half 2025 was $85.6 million, a change of $147.7 million from $233.3 million the first half 2024. This change was primarily attributable to a $126.2 million payment made on maturity of the 2024 Notes in first half 2024, a $32.3 million decrease in share repurchases, and $7.3 million of proceeds from the exercise of stock options. This change was partially offset by a $22.9 million increase of taxes withheld on restricted stock unit vestings primarily due to the increased share price at vesting.
Other
Our combined short-term and long-term deferred revenue balance as of June 30, 2025 was approximately $291.9 million, a net decrease of $68.2 million from December 31, 2024. This decrease in deferred revenue was primarily due amortization of deferred revenue recognized in the period, partially offset by cash receipts on new and existing patent license agreements.
Based on current license agreements, we expect the amortization of dynamic fixed-fee royalty payments to reduce the June 30, 2025 deferred revenue balance of $291.9 million by $178.3 million over the next twelve months.
Convertible Notes
See Note 5, “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.
From the period January 1, 2024 through September 30, 2025, the holders of the 2027 Notes have the right, but not the obligation, to convert any portion of the principal amount of the 2027 Notes.
Our 2027 Notes are included in the dilutive earnings per share calculation using the if-converted method. Under the if-converted method, we must assume that conversion of convertible securities occurs at the beginning of the reporting period. The 2027 Notes are convertible into cash up to the aggregate principal amount of the 2027 Notes to be converted and any remaining obligations may be settled in cash, shares of the Company’s common stock, or a combination thereof. 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 2027 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 2027 Notes, we entered into the 2027 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 2027 Notes by, in effect, increasing the conversion price of the 2027 Notes from our economic standpoint. However, under GAAP, since the impact of the 2027 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 2027 Notes (initial conversion price of approximately $77.49 per share), or above the strike price of the warrants (weighted average strike price of $106.06 per share), 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 2027 Notes and the 2027 Warrant Transactions 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.
23
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 5, "Obligations," the 2027 Notes are convertible into cash up to the aggregate principal amount to be converted and any remaining obligations may be settled in cash, shares of the Company’s common stock or a combination thereof ("net share settlement"). Assuming net share settlement upon conversion, the following tables illustrate how, based on the $460.0 million aggregate principal amount of the 2027 Notes outstanding as of June 30, 2025, and the approximately 5.9 million warrants related to the 2027 Notes, changes in our stock price would affect (i) the number of shares issuable upon conversion of the 2027 Notes, (ii) the number of shares issuable upon exercise of the warrants subject to the 2027 Warrant Transactions, (iii) the number of additional shares deemed outstanding with respect to the 2027 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 2027 Note Hedge Transactions and (v) the number of shares issuable upon concurrent conversion of the 2027 Notes, exercise of the warrants subject to the 2027 Warrant Transactions, and settlement of the 2027 Note Hedge Transactions (in thousands):
| 2027 Notes | |||||||||||||||||
| Market Price Per Share | Shares Issuable Upon Conversion of the 2027 Notes | Shares Issuable Upon Exercise of the 2027 Warrant Transactions | Total If-Converted Method Incremental Shares | Shares Deliverable to InterDigital upon Settlement of the 2027 Note Hedge Transactions | Incremental Shares Issuable (a) | ||||||||||||
| $105 | 1,582 | — | 1,582 | (1,582) | — | ||||||||||||
| $120 | 2,129 | 701 | 2,830 | (2,129) | 701 | ||||||||||||
| $130 | 2,424 | 1,106 | 3,530 | (2,424) | 1,106 | ||||||||||||
| $140 | 2,677 | 1,453 | 4,130 | (2,677) | 1,453 | ||||||||||||
| $150 | 2,896 | 1,753 | 4,649 | (2,896) | 1,753 | ||||||||||||
| $160 | 3,087 | 2,016 | 5,103 | (3,087) | 2,016 | ||||||||||||
| $170 | 3,257 | 2,249 | 5,506 | (3,257) | 2,249 | ||||||||||||
| $180 | 3,407 | 2,455 | 5,862 | (3,407) | 2,455 | ||||||||||||
| $190 | 3,541 | 2,639 | 6,180 | (3,541) | 2,639 | ||||||||||||
| $200 | 3,662 | 2,806 | 6,468 | (3,662) | 2,806 | ||||||||||||
| $210 | 3,772 | 2,956 | 6,728 | (3,772) | 2,956 | ||||||||||||
| $220 | 3,872 | 3,093 | 6,965 | (3,872) | 3,093 | ||||||||||||
| $230 | 3,962 | 3,217 | 7,179 | (3,962) | 3,217 | ||||||||||||
| $240 | 4,046 | 3,332 | 7,378 | (4,046) | 3,332 | ||||||||||||
| $250 | 4,122 | 3,437 | 7,559 | (4,122) | 3,437 | ||||||||||||
| $260 | 4,193 | 3,534 | 7,727 | (4,193) | 3,534 | ||||||||||||
| $270 | 4,259 | 3,624 | 7,883 | (4,259) | 3,624 | ||||||||||||
| $280 | 4,320 | 3,708 | 8,028 | (4,320) | 3,708 | ||||||||||||
| $290 | 4,376 | 3,785 | 8,161 | (4,376) | 3,785 | ||||||||||||
| $300 | 4,429 | 3,858 | 8,287 | (4,429) | 3,858 | ||||||||||||
______________________________
(a) Represents incremental shares issuable upon concurrent conversion of convertible notes, exercise of warrants and settlement of the hedge agreements.
24
RESULTS OF OPERATIONS
Second Quarter 2025 Compared to Second Quarter 2024
Revenue
The following table compares second quarter 2025 revenue to second quarter 2024 revenue (in thousands):
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Increase/(Decrease) | |||||||||||||||||||||
| Smartphone | $ | 235,084 | $ | 199,225 | $ | 35,859 | 18 | % | |||||||||||||||
| CE, IoT/Auto | 65,331 | 23,729 | 41,602 | 175 | % | ||||||||||||||||||
| Other | 181 | 539 | (358) | (66) | % | ||||||||||||||||||
| Total Revenue | $ | 300,596 | $ | 223,493 | $ | 77,103 | 34 | % | |||||||||||||||
Catch-up revenue(a), included above | $ | 162,328 | $ | 127,551 | $ | 34,777 | 27 | % | |||||||||||||||
(a) Catch-up revenue represents revenue associated with reporting periods prior to the execution of the license agreement.
Total revenue of $300.6 million increased $77.1 million from second quarter 2024 primarily due to the Samsung arbitration decision and the new HP agreement. Additionally, revenue from eight other new patent license agreements signed in the last twelve months, including the previously announced agreements with vivo Mobile and OPPO, and the Lenovo arbitration agreement contributed to the increase. These increases were partially offset primarily by catch-up revenue recognized related to the Lenovo UK proceedings in second quarter 2024.
In second quarter 2025 and 2024, 78% and 80%, respectively, of our total revenue was attributable to licensees that individually accounted for 10% or more of our total revenue. In second quarter 2025 and 2024, the following licensees accounted for 10% or more of our total revenue:
| Three Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
Customer A | 52% | 11% | |||||||||
Customer B | 15% | —% | |||||||||
Customer C | 11% | 15% | |||||||||
| Customer D | <10% | 54% | |||||||||
Operating Expenses
The following table summarizes the changes in operating expenses between second quarter 2025 and second quarter 2024 by category (in thousands):
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Increase/(Decrease) | |||||||||||||||||||||
| Research and portfolio development | $ | 53,674 | $ | 50,145 | $ | 3,529 | 7 | % | |||||||||||||||
| Licensing | 23,909 | 25,156 | (1,247) | (5) | % | ||||||||||||||||||
| General and administrative | 17,586 | 14,286 | 3,300 | 23 | % | ||||||||||||||||||
| Total Operating expenses | $ | 95,169 | $ | 89,587 | $ | 5,582 | 6 | % | |||||||||||||||
25
Operating expenses increased $5.6 million to $95.2 million in second quarter 2025 compared to $89.6 million in second quarter 2024. The $5.6 million increase in total operating expenses was primarily due to changes in the following items (in thousands):
| Increase/(Decrease) | |||||
Performance-based compensation | $ | 4,084 | |||
| Net litigation fee reimbursement | 3,200 | ||||
Depreciation and amortization | 2,089 | ||||
| Intellectual property enforcement | (6,582) | ||||
| Other | 2,791 | ||||
Total increase in operating expenses | $ | 5,582 | |||
The $5.6 million increase in operating expenses was driven by an increase in performance-based compensation due to higher accrual rates driven by licensing successes and a $2.1 million increase in depreciation and amortization due to non-cash patent acquisitions and investments in internal infrastructure. Additionally, the increase was due to a $3.2 million one-time contra expense for a net litigation fee reimbursement resulting from intellectual property enforcement successes received in second quarter 2024. These increases were partially offset by a $6.6 million decrease in intellectual property enforcement costs primarily due to our fourth quarter 2024 resolution of the OPPO and Lenovo proceedings, as well as decreased activity related to the Samsung arbitration.
Research and portfolio development expense: Research and portfolio development expense increased compared to second quarter 2024 primarily due to the increase in depreciation and amortization noted above, as well as the increase in performance-based compensation costs.
Licensing expense: Licensing expense was relatively flat compared to second quarter 2024, with the above noted one-time net litigation fee reimbursement contra expense recognized in second quarter 2024 and increased performance-based compensation being offset by the above-noted decreased intellectual property enforcement costs.
General and administrative expense: General and administrative expense increased compared to second quarter 2024 primarily due to the above noted increase in performance-based compensation.
Non-Operating Income, net
The following table compares second quarter 2025 non-operating income, net to second quarter 2024 (in thousands):
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Increase/(Decrease) | |||||||||||||||||||||
| Interest expense | $ | (9,537) | $ | (11,483) | $ | 1,946 | 17 | % | |||||||||||||||
| Interest and investment income | 8,828 | 10,125 | (1,297) | (13) | % | ||||||||||||||||||
| Other income, net | 6,316 | 1,557 | 4,759 | 306 | % | ||||||||||||||||||
| Total non-operating income, net | $ | 5,607 | $ | 199 | $ | 5,408 | 2,718 | % | |||||||||||||||
The change in non-operating income, net was primarily due to a foreign currency translation net gain arising from translation of our foreign subsidiaries of $3.6 million in second quarter 2025, compared to a $0.9 million net loss in second quarter 2024.
Income taxes
In second quarter 2025 and 2024, based on the statutory federal tax rate net of discrete federal and state taxes, we had an effective tax rate of 14.4% and 18.2%, respectively. The change in effective tax rate is due to an increase in the amount of Foreign Derived Intangible Income deduction benefit available to the Company and tax benefits related to share-based compensation. In addition, the Company is subject to a decrease in the Global Intangible Low-Tax Income inclusion derived from the decrease in revenue in certain foreign jurisdictions.
26
First Half 2025 Compared to First Half 2024
Revenue
The following table compares first half 2025 revenue to first half 2024 revenue (in thousands):
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Increase/(Decrease) | |||||||||||||||||||||
| Smartphone | $ | 419,075 | $ | 279,505 | $ | 139,570 | 50 | % | |||||||||||||||
| CE, IoT/Auto | 91,598 | 206,272 | (114,674) | (56) | % | ||||||||||||||||||
| Other | 430 | 1,258 | (828) | (66) | % | ||||||||||||||||||
| Total Revenue | $ | 511,103 | $ | 487,035 | $ | 24,068 | 5 | % | |||||||||||||||
Catch-up revenue(a), included above | $ | 247,113 | $ | 294,229 | $ | (47,116) | (16) | % | |||||||||||||||
(a) Catch-up revenue represents revenue associated with reporting periods prior to the execution of the license agreement.
Total revenue of $511.1 million increased $24.1 million from first half 2024 primarily due to revenue recognized from the Samsung arbitration decision and the first half 2025 agreements with vivo Mobile and HP. Additionally, eight other new patent license agreements signed in the last fifteen months contributed to the increase, including the previously announced OPPO agreement and the Lenovo arbitration agreement. This increase was partially offset by catch-up revenue related to the Samsung TV agreement and the Lenovo UK proceedings recognized in first half 2024.
In first half 2025 and 2024, 69% and 82% of our total revenue, respectively, was attributable to companies that individually accounted for 10% or more of our total revenue. In first half 2025 and 2024, the following companies accounted for 10% or more of our total revenue:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
Customer A | 36% | 43% | |||||||||
Customer E | 20% | —% | |||||||||
Customer C | 13% | 14% | |||||||||
Customer D | <10% | 25% | |||||||||
Operating Expenses
The following table summarizes the changes in operating expenses between first half 2025 and first half 2024 by category (in thousands):
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Increase/(Decrease) | |||||||||||||||||||||
| Research and portfolio development | $ | 101,104 | $ | 99,520 | $ | 1,584 | 2 | % | |||||||||||||||
| Licensing | 41,586 | 121,745 | (80,159) | (66) | % | ||||||||||||||||||
| General and administrative | 31,154 | 28,126 | 3,028 | 11 | % | ||||||||||||||||||
| Total operating expenses | $ | 173,844 | $ | 249,391 | $ | (75,547) | (30) | % | |||||||||||||||
27
Operating expenses decreased 30% to $173.8 million in first half 2025 from $249.4 million in first half 2024. The $75.5 million decrease in total operating expenses was primarily due to changes in the following items (in thousands):
| Increase/(Decrease) | |||||
| Revenue share | $ | (66,495) | |||
| Intellectual property enforcement | (18,865) | ||||
Depreciation and amortization | 3,062 | ||||
Performance-based compensation | 2,829 | ||||
| Net litigation fee reimbursement | 2,717 | ||||
| Other | 1,205 | ||||
| Total decrease in operating expenses | $ | (75,547) | |||
The $75.5 million decrease in operating expenses was driven by a $66.5 million decrease in revenue share costs primarily related to the Samsung TV agreements signed in first half 2024 and a $18.9 million decrease in intellectual property enforcement costs primarily due to our fourth quarter 2024 resolution of the OPPO and Lenovo proceedings, as well as the Samsung arbitration. This decrease in intellectual property enforcement costs was partially offset by one-time contra expenses for net litigation fee reimbursements of $0.5 million in first half 2025 compared to $3.2 million in first half 2024 resulting from intellectual property enforcement successes.
These decreases were offset by a $3.1 million increase in depreciation and amortization due to non-cash patent acquisitions and investments in internal infrastructure and a $2.8 million increase in performance-based compensation due to higher accrual rates driven by licensing successes.
Research and portfolio development expense: Research and portfolio development expense increased slightly compared to first half 2024 primarily due to the above noted increase in depreciation and amortization.
Licensing expense: Licensing expense decreased by $80.2 million primarily driven by the above-noted decreased revenue share costs and intellectual property enforcement costs, partially offset by the one-time net litigation fee reimbursement.
General and administrative expense: General and administrative expense increased compared to first half 2024 primarily due to the above noted increase in performance-based compensation.
Non-Operating Income (expense), net
The following table compares first half 2025 non-operating income, net to first half 2024 non-operating expense, net (in thousands):
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Increase/(Decrease) | |||||||||||||||||||||
| Interest expense | $ | (19,408) | $ | (23,405) | $ | 3,997 | 17 | % | |||||||||||||||
| Interest and investment income | 18,092 | 21,903 | (3,811) | (17) | % | ||||||||||||||||||
Other income (expense), net | 7,310 | (974) | 8,284 | 851 | % | ||||||||||||||||||
Total non-operating income (expense), net | $ | 5,994 | $ | (2,476) | $ | 8,470 | 342 | % | |||||||||||||||
The change in non-operating income (expense), net was primarily due to a foreign currency translation net gain arising from translation of our foreign subsidiaries of $5.8 million in first half 2025, compared to a $3.3 million net loss in first half 2024.
Income taxes
In first half 2025 and 2024, we had an effective tax rate of 13.7% and 18.6%, respectively. The change in effective tax rate is due to an increase in the amount of Foreign Derived Intangible Income deduction benefit available to the Company and tax benefits related to share-based compensation. In addition, the Company is subject to a decrease in the Global Intangible Low-Tax Income inclusion derived from the decrease in revenue in certain foreign jurisdictions.
28
STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 — FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include certain information in regarding our current beliefs, plans and expectations, including, without limitation, the matters set forth below. Words such as "believe," “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “forecast,” "goal," "could," "would," "should," "if," "may," "might," "future," "target," "trend," "seek to," "will continue," "predict," "likely," "in the event," and variations of any such words or similar expressions contained herein are intended to identify such forward-looking statements. Forward-looking statements are made on the basis of management’s current views and assumptions and are not guarantees of future performance. Although the forward-looking statements in this Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements concerning our business, results of operations and financial condition are inherently subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the risks and uncertainties described in Part I, Item 1A of our 2024 Form 10-K and the risks and uncertainties set forth below:
•unanticipated delays or difficulties in the execution of patent license agreements on acceptable terms or at all;
•our ability to expand our revenue opportunities by entering into licensing arrangements with streaming and cloud-based service providers;
•the resolution of legal proceedings, including any awards or judgments relating to such proceedings, and changes in the schedules or costs associated therewith;
•our ability to maintain a strong patent portfolio and make strategic decisions related to our intellectual property protection;
•the failure of markets for our technologies to materialize to the extent that we expect;
•our continued ability to develop new technologies;
•changes in our interpretations of, and assumptions and calculations with respect to the impact on us of, the 2017 Tax Cuts and Jobs Act and other U.S. and non-U.S. tax laws;
•the timing and impact of potential regulatory, administrative and legislative matters;
•the potential effects of macroeconomic conditions or trade conflicts;
•our ability to hire and retain key personnel;
•operational risks, including cybersecurity events, human failures or other difficulties with our information technology systems; and
•risks related to any new accounting standards or our assumptions and application of relevant accounting standards, including with respect to revenue recognition.
You should carefully consider these factors before making any investment decision with respect to our common stock. These factors, individually or in the aggregate, may cause our actual results to differ materially from our expected and historical results. You should understand that it is not possible to predict or identify all such factors. In addition, you should not place undue reliance on the forward-looking statements contained herein, which are made only as of the date of this Form 10-Q. We undertake no obligation to revise or update publicly any forward-looking statement for any reason, except as otherwise required by law.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in quantitative and qualitative market risk from the disclosures included in our 2024 Form 10-K.
29
Item 4. CONTROLS AND PROCEDURES.
The Company’s principal executive officer and principal financial officer, with the assistance of other members of management, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
30
PART II — OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
See Note 6, “Litigation and Legal Proceedings,” to the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of legal proceedings, which is incorporated herein by reference.
Item 1A. RISK FACTORS.
Reference is made to Part I, Item 1A, “Risk Factors” included in our 2024 Form 10-K for information concerning risk factors, which should be read in conjunction with the factors set forth in the Statement Pursuant to the Private Securities Litigation Reform Act of 1995 -- Forward-Looking Statements in Part I, Item 2 of this Quarterly Report on Form 10-Q. Except as set forth below, there have been no material changes with respect to the risk factors disclosed in our 2024 Form 10-K. You should carefully consider such factors, which could materially affect our business, financial condition or future results. The risks described in the 2024 Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Our business and operations may be adversely affected by a deterioration in United States-China relations or broader trade and geopolitical conditions.
The recent imposition of tariffs by the United States could materially harm our business. Companies headquartered in China currently comprise a substantial portion of customers that utilize our patented inventions in their devices and services. Our ability to renew license agreements with current licensees in China as well as license new manufacturers is, among other things, affected by the macroeconomic and geopolitical climate, as well as our business relationships and perceived reputation in China. The U.S. and Chinese governments are regularly engaged in various trade discussions, and in January 2020, the U.S. and China entered into Phase One of the Economic and Trade Agreement, which took steps to ease certain trade tensions between the U.S. and China, including tensions involving intellectual property theft and forced intellectual property transfers by China. Although the Phase One Trade Agreement was an encouraging sign of progress in the trade negotiations between the U.S. and China, the recent imposition of tariffs by the US government has increased tensions, both with China and globally.
Countermeasures imposed in response to such government actions could materially harm our business prospects, financial condition and cash flow. Currently, the future of existing tariffs, and the possibility for new tariffs or trade policies, remains uncertain. So far, these tariffs and trade policies have not had a significant impact on our ability to development foundational technologies or to participate and lead open standard development, or our business operations or financial results more generally; however, there is no guarantee that we can avoid the impact of tariff and related economic effects in the future, and these trade measures and any retaliatory measures imposed could directly or indirectly harm our business. Our ability to renew or conclude new license agreements could also be affected by economic uncertainty, particularly in the handset market, in China or globally.
China is a key market for us, and any of these factors could harm our ability to execute our business plans. The ultimate impact of ongoing trade tensions is uncertain, but if tensions continue or escalate, we could suffer material harm to our business, financial condition and operating results.
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Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Issuer Purchases of Equity Securities
The following table provides information regarding the Company’s purchases of its common shares during second quarter 2025.
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs (3) | |||||||||||||||||||
| April 1, 2025 - April 30, 2025 | 41,800 | $ | 196.88 | 41,800 | $ | 216,053,108 | |||||||||||||||||
| May 1, 2025 - May 31, 2025 | 41,900 | $ | 213.55 | 41,900 | $ | 207,104,237 | |||||||||||||||||
| June 1, 2025 - June 30, 2025 | 40,000 | $ | 224.66 | 40,000 | $ | 198,116,637 | |||||||||||||||||
| Total | 123,700 | $ | 211.51 | 123,700 | |||||||||||||||||||
(1) Total number of shares purchased during each period reflects share purchase transactions that were completed (i.e., settled) during the period indicated.
(2) Shares were purchased pursuant to the Company’s share repurchase program (the “Share Repurchase Program”), $300 million of which was authorized by the Company’s Board of Directors in June 2014, with an additional $100 million authorized by the Company’s Board of Directors in each of June 2015, September 2017, December 2018, May 2019, and May 2022, respectively, an additional $333 million in December 2022, and an additional $235 million in December 2023. The Share Repurchase Program has no expiration date.
(3) Amounts shown in this column reflect the amounts remaining under the Share Repurchase Program at the end of the period.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. MINE SAFETY DISCLOSURES.
Not applicable.
Item 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During second quarter 2025, none of the Company’s directors or officers adopted terminated
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Item 6. EXHIBITS.
The following is a list of exhibits filed with this Quarterly Report on Form 10-Q:
| Exhibit Number | Exhibit Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1+ | ||||||||
| 32.2+ | ||||||||
| 101.INS | Inline Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline Schema Document | |||||||
| 101.CAL | Inline Calculation Linkbase Document | |||||||
| 101.DEF | Inline Definition Linkbase Document | |||||||
| 101.LAB | Inline Labels Linkbase Document | |||||||
| 101.PRE | Inline Presentation Linkbase Document | |||||||
| 104 | Inline Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | |||||||
______________________________
| + | This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that InterDigital, Inc. specifically incorporates it by reference. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| INTERDIGITAL, INC. | ||||||||
| Date: July 31, 2025 | /s/ LIREN CHEN | |||||||
Liren Chen | ||||||||
President and Chief Executive Officer | ||||||||
| Date: July 31, 2025 | /s/ RICHARD J. BREZSKI | |||||||
Richard J. Brezski | ||||||||
| Chief Financial Officer | ||||||||
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