InterDigital, Inc. (NASDAQ: IDCC) today announced that its Board of Directors has authorized an increase to the company’s existing stock repurchase program, which was announced May 4, 2012, from $100 million to $200 million. The increase to the share buyback program was made in conjunction with the announcement that certain of the company’s subsidiaries had agreed to sell a portion of the company’s patent portfolio to Intel Corporation (“Intel”) (NASDAQ: INTC) for $375 million in cash payable at closing.
“We announced at the start of the year that InterDigital would seek to broaden our strategies to monetize our patent portfolio through sales, licensing partnerships and other means, and the transaction with Intel is a significant milestone in those efforts,” said William J. Merritt, President and Chief Executive Officer of InterDigital. “In addition to patent sales, InterDigital is committed to our previously stated goal of generating $800 million in sustainable annual revenue in the next three to five years. Furthermore, the added financial strength generated as a result of the sale of these patent assets to Intel enables us to pursue our licensing efforts even more aggressively, while also continuing the development of new inventions that will drive the future of wireless.”
Consistent with prior stock repurchase authorizations, InterDigital may purchase stock from time to time through open market purchases, pre-arranged trading plans or privately-negotiated transactions. The amount and timing of the repurchases will be based on a variety of factors, including general business and market conditions, the availability of an open trading window, cash requirements, strategic investment opportunities, the timing of the signing of any new license agreements as well as the timing of any additional sale agreements related to the company's patent assets.
The accounting for the patent sale transaction is still being finalized. However, the company expects that a significant portion of the gross proceeds from the transaction will be recognized as revenue in the period in which the transaction closes, which is anticipated to be the third quarter of 2012. In addition, the company expects to record a related charge of approximately $3 million in second quarter 2012 to increase its accrual for the company’s long-term compensation program cycle ending December 31, 2012.
Mr. Merritt added, “Over the past three decades, InterDigital’s R&D team has developed a portfolio of approximately 20,000 patents and patent applications spanning fundamental wireless technologies that have shaped the cellular industry. Our continued pioneering research in various connectivity areas means that our portfolio, which will include close to 18,500 patents and applications after the close of the Intel transaction, continues to grow at a healthy pace, adding at least 1,000 issued patents each year, setting the stage for potential additional patent sales without materially impacting the company’s licensing program.”
In connection with the Intel transaction, Evercore Partners acted as financial advisor and Wilson Sonsini Goodrich & Rosati acted as legal counsel to InterDigital.
Additionally, the company confirmed today its revenue guidance for the second quarter of 2012 of approximately $71 million, which includes approximately $9 million for the sale of four patent families in a separate transaction, as disclosed in the company’s May 4, 2012 guidance release. This revenue guidance does not include the potential impact of any additional new license or sale agreements that may be signed during second quarter 2012 or the potential impact of any royalties identified in audits regularly conducted by the company.
Investor Conference Call
InterDigital will host a conference call on Monday, June 18, 2012 at 3:00 p.m. Eastern Time to discuss the patent sale, the return of capital to shareholders and other company matters. For a live Internet webcast of the conference call visit www.interdigital.com and click on the link to the Live Webcast on the homepage. The company encourages participants to take advantage of the Internet option. For telephone access to the conference call, please dial (800) 768-6570 within the U.S. or (785) 830-1942 from outside the U.S. by 2:50 p.m. ET on June 18 and ask the operator for the InterDigital Investor Call.
An Internet replay of the conference call will be available on InterDigital’s web site in the Investor Relations section. In addition, a telephone replay will be available from 6:00 p.m. ET June 18 through 6:00 p.m. ET June 23. To access the recorded replay, call (888) 203-1112 or (719) 457-0820 and use the replay code 1458446.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include information regarding InterDigital’s current beliefs, plans and expectations, including, without limitation, with respect to: (i) the completion, and expected timing of the completion, of the Intel transaction; (ii) the amount of revenue that is expected to be recognized in the quarter in which the transaction closes; (iii) the company’s plans to repurchase stock; (iv) the company’s plans to broaden its strategies to monetize its patent portfolio through sales, licensing partnerships and other means, and the belief that the transaction with Intel is a significant milestone in those efforts; (v) the company’s goal of generating $800 million in sustainable annual revenue in the next three to five years; (vi) the company’s plans to pursue licensing efforts even more aggressively, while also continuing the development of new inventions that will drive the future of wireless; (vii) the company’s expectation that its patent portfolio will continue to grow at a healthy pace, setting the stage for potential additional patent sales without materially impacting the company’s licensing program; and (viii) the company’s expectations with respect to second quarter 2012 revenue and the expected second quarter 2012 charge to increase its long-term compensation accrual.
Forward-looking statements are subject to risks and uncertainties. Actual outcomes could differ materially from those expressed in or anticipated by such forward-looking statements due to a variety of factors, including, without limitation: (i) the approval of the transaction by antitrust authorities and the satisfaction of other closing conditions; (ii) the final accounting and tax treatment of the transaction proceeds; (iii) factors that could affect the manner, timing and amount of share repurchases, including the factors listed above; (iv) unanticipated technical or resource difficulties or delays related to further development of our technologies; (v) our ability to leverage or enter into new customer agreements, strategic relationships or complementary investment opportunities on acceptable terms; (vi) our ability to enter into additional patent license agreements on expected terms, if at all; (vii) our ability to enter into sales and/or licensing partnering arrangements for non-core portions of our patent assets; (viii) whether we have sufficient financial assets and/or cash flows; (ix) unfavorable outcomes in patent disputes and the expense of defending our intellectual property rights; (x) changes in accounting rules related to revenue recognition; (xi) changes or inaccuracies in market projections; (xii) the accuracy of market sales projections of the company's licensees and timely receipt and final reviews of quarterly royalty reports from the company's licensees and related matters; (xiii) amounts of royalties payable following routine audits, if any, and the timely receipt of such amounts during second quarter 2012; and (xiv) the timing of and proceeds from the sale of any portions of our patent portfolio. We undertake no duty to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority.
About InterDigital®
InterDigital develops fundamental wireless technologies that are at the core of mobile devices, networks, and services worldwide. We solve many of the industry's most critical and complex technical challenges, inventing solutions for more efficient broadband networks and a richer multimedia experience years ahead of market deployment. InterDigital has licenses and strategic relationships with many of the world's leading wireless companies.
InterDigital is a registered trademark of InterDigital, Inc.
For more information, visit: www.interdigital.com.