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InterDigital Inc (IDCC 0.88%)
Q3 2018 Earnings Conference Call
Nov. 01, 2018, 10:00 a.m. ET
Contents:
- Prepared Remarks
- Questions and Answers
- Call Participants
Prepared Remarks:
Operator
Good day and welcome to the InterDigital Third Quarter 2018 Earnings Conference. Today's call is being recorded.
At this time, I would like to turn the conference over to Patrick Van de Wille. Sir, please go ahead.
Patrick Van de Wille -- Chief Communications Officer
Thank you very much. Good morning, everyone, and welcome to InterDigital's third quarter 2018 earnings conference call. With me this morning are Bill Merritt, our President and CEO, Kai Oistamo, our COO and Rich Brezski, our CFO. Consistent with last quarter's call, we will offer some highlights about the quarter and the company and then open the call up for questions.
Before we begin our remarks, I need to remind you that in this call, we will make forward-looking statements regarding our current beliefs, plans and expectations, which are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results and events to differ materially from results and events contemplated by such forward-looking statements. These risks and uncertainties include those set forth in our earnings release and the third quarter Form 10-Q, published this morning. With all of those details in our Annual Report on Form 10-K for the year ended December 31, 2017, and from time-to-time and our other filings with the Securities and Exchange Commission.
These forward-looking statements are made only as of the date hereof and except as required by law, we undertake no obligation to update or revise any of them, whether as a result of new information, future events or otherwise.
In addition, today's presentation may contain references to non-GAAP financial measures, such as free cash flow and non-GAAP net income. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in our third quarter 2018 financial metrics tracker, which can be accessed on our homepage, www.interdigital.com, by clicking on the link on the left side of the homepage that says, Financial Metrics Tracker for Q3, 2018.
With that taken care of, I'll turn the call over to Bill.
Bill Merritt -- President and Chief Executive Officer
Good morning, everyone. Thank you for joining us on the call today. As you saw from the press release this morning, the company delivered another solid quarter. Rich will go into the numbers in more detail in his remarks, in particular covering some of the accounting around our Technicolor acquisition. I’m going to keep my remarks fairly brief, covering the Technicolor integration, our efforts in China and the recent management additions.
So starting with Technicolor, we're working through the integration of the teams and the two patent portfolios. To-date, that has progressed extremely well. This is not surprising given the level of business alignment between the two organizations. We remain on target to get back to our 2017 cost levels using the matric that Rich laid out earlier this year. Perhaps more important, we are currently engaged with our core licensing customers and are including the Technicolor video coding assets in those discussions. As expected, the assets have added a very positive dimension to those discussions and we remain confident that our combined patent portfolios will drive strong value for our licensing business. We are also engaged with a new set of customers in the digital TV and set-top box space. The more we drive down this path, the more we are intrigued by it and its growth potential.
As far as the Technicolor relationship, InterDigital Labs has also begun to engage with the Technicolor research and development team. We are extremely pleased again at how well the teams operate together and the opportunities for research they are uncovering, it's like we always thought, there is magic at the intersection of wireless and video.
Moving on to China, we continue to be highly engaged with the major players in that market. The meetings are occurring at a frequent pace and we've had a large and continued presence in China for much of the summer and into the fall. That level of engagement is bearing fruit, has also made us think about the level of permanent presence in China that may make sense for us, given the continuing importance of that region to our ongoing business. Which brings me to last topic, namely the management additions at the company we announced a few weeks back. In a nutshell, both are directed at the items I just spoke about.
With the Technicolor acquisition under our belt, InterDigital, while still running fundamentally the same type of R&D backed licensing business, is simply running a much larger one today. Indeed, our business has evolved dramatically over the last three to four years with broader research efforts over more geographies, more tools to work with and a larger set of customers with whom to engage. We are also highly sensitive to the new licensing environment, which I believe requires extraordinary knowledge of your customer. Those changes in our business drove my thinking in terms of how we should structure the management team.
Starting with Kai, our new COO, I can think of no one better able to handle the new opportunities for the company and the new environment we live in. Having run the largest division within Nokia and also having had a good visibility into their patent licensing business, he brings the specific skills we need to oversee our customer-facing groups, mainly our R&D, licensing, product and business development teams. He has done all of this before. Also having been intimately involved in the handset business, he is uniquely positioned to understand the customer's needs, our needs and drive our customer engagement accordingly. I also know Kai very well, both in his days at Nokia and as a Board member at InterDigital. He is a great catch, a great talent, a great fit, and we expect great things out of him. And I have no doubt he will deliver.
Jeff Belk, adds additional important capacity at the company as we engage more deeply in China and more deeply generally with our customers. The environment in China is changing rapidly. And navigating that changing environment is something that Jeff is extraordinarily capable of doing. At Qualcomm, he managed one of the thorniest and trickiest pivot ever as Qualcomm moved from something of an outsider with its IS-95 and CDMA2000 market position to become the world's leading supplier of WCDMA and LTE chips and valued by its customers. I was in the industry back then, and I recall that transition very well. I also recall how much Jeff contributed to its success.
Jeff is also a Board Member here for eight years, so I know him very well. I was thrilled that both he and Kai, saw how well the company was positioned and how much we could grow. It's not the usual career path for executives to come off the Board to take on long-term management role with that company -- at a company that is doing so well. But these two gentlemen has made the leap, believing like me, that we can take the company even further. And we are already seeing the benefits of that transition.
With that, let me turn the call over to Rich.
Richard Brezski -- Chief Financial Officer
Thanks, Bill. We are happy to report another strong quarter of financial results. For the most part, I'll let the results speak for themselves and focus instead on a few areas you may have questions on. Mainly, the impact of the Technicolor acquisition on our financial results, two opposing non-operating items we recognized in the third quarter and capital allocation. When we first announced our binding offer to acquire Technicolor's patent licensing business last March, I noted that, we expect that the acquisition would in the short-term, add some expense with a modest revenue impact. This proved to be true in the third quarter, which included two full months with the acquired Technicolor business. Over that time, the acquired Technicolor business contributed about $2 million of revenue, and about $12 million of operating expense, including $5 million of one-time costs, $3 million of amortization and $4 million of recurring cash operating expense. In addition, it contributed $2 million of capitalized prosecution costs.
Now, let me unpack those numbers a bit. The revenue number is based on the very modest revenue stream we acquired. The strategic rationale for the transaction is that the Technicolor patent assets will enhance the value of our core handset licensing business by driving higher recurring revenue, reducing the time to get deals done and or eliminating the cost of litigation. As Bill mentioned, the early returns from our engagements with customers certainly support that strategic rationale. As I noted, the recurring cash investment for the period is comprised of $4 million of operating expense and $2 million of capitalized prosecution. So all else being equal, our recurring net investment before realizing additional synergies, was about $2 million per month, which tells me the following.
For a headline price of $150 million, we secured valuable patent assets that we are confident will drive strong value in our core handset licensing business, as well as drive a new licensing business in consumer electronics. And given the numbers above and our commitment to return our expense levels to those of 2017 over time, the cost to maintain that asset is negligible. That is just fantastic.
Let me expand a bit on our commitment to return our cost back to 2017 levels, as I described in prior calls. When we announced the acquisition last March, we noted that Technicolor's portfolio included more than 21,000 patents and applications. Between that March announcement and the July close, we identified opportunities to reduce the size of the portfolio being acquired by almost 15% to approximately 18,000 patents and applications. While at the same time, working to prune cost from our own existing portfolio and overall cost structure. In fact, even with the acquisitions, $12 million contribution to our operating expense in the two months post close, our 2018 year-to-date operating expense, excluding depreciation and amortization is less than the prior year.
We are continuing to -- our efforts post close, with an expectation that the end result will be a portfolio that is larger than either of the individual portfolios and with the best attributes of both. In addition, we are encouraged by the opportunity to integrate the acquired team, thereby increasing the proportion of our portfolio that is filed and prosecuted with less expensive in-house resources. These factors make us highly confident, that we will reach our cost target.
Remaining on the transaction for a moment, we detailed the accounting for the acquisition in Note 9 to the financial statements in our third quarter Form 10-Q, which we filed this morning. I'll note that, in addition to patent assets of approximately $150 million, we recorded a number of other assets and liabilities related to the acquisition. These include a contingent consideration liability and a long-term debt obligation, each of which represent the estimated fair value of a portion of the revenue share obligation we may make -- been required to make to our partners as a result of the acquisition. In addition, we recognized an estimated transaction related receivable. All of these amounts are based on long-term estimates, each of which includes a number of assumptions.
As our estimates change, we will run adjustments to the fair value of those amounts through the P&L and we will clearly disclose such adjustments if they are material. The remaining portion of our revenue share obligation is not reported upfront on the balance sheet, and instead will be reported as an expense in the same period we recognize the related revenue. At this point, I'll remind everyone that all revenue sharing obligations are net of estimated cost and limited to the new consumer electronics market. We have no revenue sharing obligation related to the wireless terminal unit and infrastructure markets, which historically have made up the vast majority of our revenue.
With that, I'll move on to two non-operating items of note in the quarter. First, we recorded an asset impairment of $8.4 million, almost entirely related to the liquidation of a single investment. Second, we recorded a tax benefit of approximately $15 million, primarily related to anticipated refunds on amended returns. This is a net one-time benefit that doesn't change our outlook for a 14% to 15% rate over time. So I'll remind everyone that our estimated long-term tax rate is before giving effect to timing differences resulting from our foreign-derived intangible income deduction. Such timing reductions have been favorable this year, driving a negative effective rate, even without giving consideration to the one-time tax benefit.
Finally, a few words on capital allocation. We returned almost $75 million of capital to our shareholders through share buybacks from the start of the third quarter through yesterday. This is the latest reflection of our commitment to return excess capital to our shareholders.
I'll now turn it back to Patrick.
Patrick Van de Wille -- Chief Communications Officer
Thanks, Rich. Now, I'd like to turn it to the newest member of our executive team, Kai Oistamo, who is with us today. Kai joins us after a 23-year career at Nokia, culminating in his role as Executive Vice President and Chief Development Officer, followed by a role as Executive Partner at a Private Equity Firm, Siris Capital. I would encourage the listeners to see our press release dated October 11, or our Website for a full Bio. Kai, thanks for joining us today.
Kai Oistamo -- Chief Operating Officer
Thanks, Patrick.
Patrick Van de Wille -- Chief Communications Officer
You spent almost exactly four years on the Board of Directors joining in 2014. And before that, in your company, well, obviously, in your role at Nokia. What are your impressions of InterDigital over that time?
Kai Oistamo -- Chief Operating Officer
I was always very impressed by the performance of the company, and especially the people inside of the company. And I viewed the company as being somebody who is -- at the same time very thoughtful, but getting results, getting things done, which is not a very common combination.
Patrick Van de Wille -- Chief Communications Officer
What do you see as your key role at InterDigital as COO?
Kai Oistamo -- Chief Operating Officer
I think it's getting closer to our customers. Bringing what -- how do the customers think, what are the relative importance of different things, and eventually leading into how do we strike deals that are really win-win between them and among us.
Patrick Van de Wille -- Chief Communications Officer
Okay. What excites you about joining the company at this time?
Kai Oistamo -- Chief Operating Officer
Well, we are in a very sound financial state. We've done just a very transformational deal on the video side. And I feel fully (ph) -- the future is full of opportunity and that makes me very excited. At the same time, having met now more and more people inside of the company, it's really is a privilege to work with such talented group.
Patrick Van de Wille -- Chief Communications Officer
Well, Kai, fantastic. Thanks for joining us today. Katy, with that I will be happy to open the call for questions.
Questions and Answers:
Operator
Thank you, sir. (Operator Instructions) Our first question comes from Eric Wold with B Riley.
Eric Wold -- B Riley -- Analyst
Thank you and good morning. So few questions kind of around Technicolor and the license discussions you're having with some of the prospective customers, I guess, some existing customers. I guess, one, with the handset discussions that you've been having with the unsigned OEMs kind of prior to adding Technicolor. Now that you bring Technicolor into the mix of discussion, do those companies tend to understand the importance of Technicolor to their products and its value or is this almost essentially a restart of the discussions around new set of patents and kind of help them get over the hump of understanding those and the value? Is this likely to shorten I guess or lengthen discussions from this point?
Bill Merritt -- President and Chief Executive Officer
So on that question, Technicolor, one of the things we really liked about Technicolor was, it’s a very well-known brand in video and also the very well-known patent portfolio that they have. And if you go back to various video coding standards, they've always been a prominent figure in all those video standards. So, there's actually very little education you have to do with the customer regarding the Technicolor portfolio, the Technicolor research capabilities. So you really move very quickly to a discussion of how much is it worth versus what's its origin. So again, that was one of the things that really attracted us to the asset to begin with.
Eric Wold -- B Riley -- Analyst
Okay. And then the current licensees, you're kind of now going back to and kind of talking about Technicolor. Are there any handset partners you had in place that already had agreements with Technicolor or kind of -- or either currently or in the past or is it all brand new from this point?
Bill Merritt -- President and Chief Executive Officer
There's a mix. So that you would have, let's say, three types of customers, right? One would, one where there is no license on the Technicolor side, and there's actually no rights under our agreements and so you have, basically a fresh licensing opportunity. You have ones where Technicolor had license in for a period of time, and so you'd have to wait for that -- those licenses are one-off, but there is limited amount of that. And then there's ones with that would get captured under ours to a degree. So we have a mix, but between the unlicensed folks and the folks that there is a clear lane, that's a huge amount of opportunity for us at the current time.
Eric Wold -- B Riley -- Analyst
Perfect. And just final question. Can you give us any sense around where you are with the discussions on the Huawei renewal? I know you which was signed essentially two years ago, it was a longer deal technically. You know that Technicolor can be joined in the mix. How would you characterize those discussions given as they come up for expiration pretty soon?
Bill Merritt -- President and Chief Executive Officer
I think overall in China, we have, as I said in the prepared remarks, a broad level of engagement, it's a much different level of engagement than I've seen here previously meetings occur more frequently, there are longer meetings. They are more comprehensive in the sense that, there is discussion not only around licensing, but the research and development opportunities. So obviously, with companies like Huawei or Oppo or others, these are very, very high-value license discussions. So they -- both sides move carefully in those discussions. But I think not only the companies, our own growth from a wireless perspective, there also is now with the addition of Technicolor on top of that has just created a different type of dialog that I really appreciate. And I can personally know the difference between what they used to be like, and what are they like now. So, we're pushing them forward and we continue to be confident that we are going to the (ph) get agreements done on the right terms at the right time.
Eric Wold -- B Riley -- Analyst
Perfect. Thank you.
Operator
Thank you. (Operator Instructions) Our next question will come from Charlie Anderson with Dougherty & Company.
Charlie Anderson -- Dougherty & Company -- Analyst
Yeah, good morning. Thanks for taking my questions. Bill, I wonder if you could just elaborate a little bit on your comments around China, looking to potentially have more resources on the ground there, sort of what's behind that? And then, I guess, on a related subject, just geopolitical situation, to what degree is that helping, hurting matters in some of these discussions? And then I've got a follow-up.
Bill Merritt -- President and Chief Executive Officer
Sure. So again, I think as I mentioned, China is obviously going to be very important in our business ecosystem for a long period of time. And the way we historically engage with China, we would go over there with teams and come back. And then what we noticed is that, it will be much more effective for us to be on the ground over there in a more permanent way. So the things that we would think about and are thinking about is you have people from a business development role that are on the ground in China. You have people from an R&D perspective that are on the ground in China -- and either are conducting R&D or maybe just assisting licensing teams in sort of the technical aspects of those discussions.
We have opportunities to engage with universities in China. We did a recent tour with one of the -- the Hagley Museum in Delaware around patent models and saw how much the community in China is embracing innovation and invention, as well as the monetization of innovation. So I think there's a really good opportunity for the company to engage on those various topics in China. Much like we did in the United States, I think regular interaction with the government is an important component of our strategy, so that they know us better and understand how we operate. So there's a lot of different engagements that we are planning. To do those the most effectively, we need to have a presence in China. I don't think it becomes these large-scale presences like (inaudible). But a nice sized presence over there that gives us a sort of constant touch points with the customer, I think will be really beneficial. And I think ultimately, will be very helpful in driving deals sooner and at better value and developing much closer relationships with the customer.
Charlie Anderson -- Dougherty & Company -- Analyst
Okay, great. And then, a follow-up for Rich, just on operating expenses. Maybe just coincident with that, if you guys do expand to some degree into China, do you do that in the envelope of sort of your plans on keeping around those 2017 levels long term? Do you just reallocate. And then, in terms of the extra Technicolor expenses, can we just put a full quarter of what you saw in Q3? Or -- I know there was the one-timer in there, but aside from the one-timer, does Q4 kind of look like Q3, but for a full quarter? Thanks.
Richard Brezski -- Chief Financial Officer
Yeah. So with regard to the first question, yeah, our goal here is -- as is typically the case, we want to try and fit initiatives within the envelope of the current cost profile. With respect to the Technicolor acquisition, we're absolutely confident that we're on track to meet our synergies targets. As evidenced, as I mentioned in the script by some of the reductions to the portfolio on both sides that we've already taken and with more to come. With respect to China, we're looking at that investment, and certainly there is a cost there. But again, the idea is to fit it within the overall envelope, which has more or less been our practice here.
As far as the -- kind of looking at the third quarter for Technicoloras I noted, it did include two months not three and it also was, at the end of the summer, when some of the activity was a little bit lower. So we're in the process of going through our budget and updated forecast. I think offsetting, maybe some of the reasons it might have been light in that period is the fact that that's before additional synergies. And some of those synergies, even some of the ones that we've already taken, take a little time to bleed in. For example, as you abandon a patent asset that you no longer feel has value that, that's not a cost savings day one, it's not until the next annuity payment might be due which could be six months, 12 months or sometimes even longer. So, we'll be looking at that and considering that in connection with our upcoming guidance.
Charlie Anderson -- Dougherty & Company -- Analyst
Got it. Okay, thanks so much.
Operator
Thank you. Our next question comes from Scott Searle with ROTH Capital.
Scott Searle -- ROTH Capital -- Analyst
Hey, good morning. Thanks for taking my question. Hey, Rich, just to follow up on some of the cost fronts related to Technicolor, patent administration costs specifically, was quite a bit higher. Is that the normalized level to start from before you start working down assuming three months of contribution rather than two months? Or are there any elevated costs that are going in there? You talked about $2 million capitalized prosecution costs. I am just trying to normalize that and directionally, what we should be thinking about going into the fourth quarter? I know there is some seasonal issues on that front. And then just to clarify, on the $5.4 million one-time transaction cost, is that in SG&A? And then I had a follow-up on two.
Richard Brezski -- Chief Financial Officer
Yeah. So the $5 million of integration cost are spread across -- there is certainly a lot of integration in the patent side. So that's an element of the cost there. And I should mention that, as we are working to achieve the cost savings, there are integration costs that we will continue to expend. So although that's a one-time element, we'll probably see some additional one-time integration costs in the next quarter. The capitalized prosecution, there, we have a policy that has been long-standing at the company. It's a little bit different than what you see with other licensing companies, so it's actually considered to be preferential. So at times, we consider changing, but the accounting rules don't let you change from a preferable policy to a non- preferable policy. And that is to capitalized the cost, the external cost and an incremental cost of prosecuting, filing your patents.
So we have had and internal team that's been relatively small. Technicolor was the opposite, they had relatively small external resources with comparatively large internal resources. So as we look to bring that group in, that results in a shift between capitalized prosecution and internal prosecution. That being said, there was an element of that, about $2 million of additional CapEx related to that acquired business. So, as we move forward in time, we see that our internal prosecution is going to be certainly much larger than it was before, that will help generate some of that cost savings, but it also shifts things between those two items. And that's why, I think an important metric for us is looking at expenses, exclusive of depreciation and amortization, but then adding in the CapEx, because at the end of the day, it's a cost either way.
Scott Searle -- ROTH Capital -- Analyst
Okay, great. Thank you. And Rich a follow up as well, on the royalties front the normalizing for ASC 606, it seemed there was a bigger change than usual in the per unit royalties. I was wondering if there was anything to clarify on that front. Usually, it's your one large fixed customer contract. And then from a high level, Bill, what are you seeing, what are the thoughts as it relates to IoT and engagement on that front? I know you're going through Avanci, but there is in term of seeing some of that revenue recognition starting to ramp up. And I am curious as to the level of engagement on 5G and whether or not that's helping you to get to the table with some of the Chinese? Thank you.
Bill Merritt -- President and Chief Executive Officer
Yeah. So regarding the per unit, the two things that come to mind there are, you do have more variability and even seasonality in the per unit, because that's reported as the sales occur. It's a small portion of the overall revenue base. But if you look just at that line item, you will see some variability there. In addition, under the new rules, we're estimating -- for instance when we book third quarter, that's our estimate of the royalties that will be reported to us in the coming weeks related to third quarter sales. Third quarter -- we did a similar estimate in second quarter and then third quarter includes the true-up for second quarter as well. So there are the things that impact that. I think if you look quarter-to-quarter, you may see some volatility, but that should be smoothed out over time.
Richard Brezski -- Chief Financial Officer
So on IoT. So -- and separate Avanci, which is doing the licensing at connection side for us and then the middleware play, which is an internal effort at the company. So Avanci, if you look at the license (inaudible) Avanci, they've gotten up to substantial scale in Avanci now. So I think they are in a position now where they have very, very powerful offer to the automotive manufacturers that really is becoming a sort of a one stop shop for the automotive manufactures. So, I think that's a really good development over last number of months. They -- I think they also as I've chatted before needed to work through a market that traditionally had not licensed at that level and come up with a structure that accommodated some of the historical structures there. And I think they've done a good job on that.
So, I think they are extremely well positioned now. They've got a couple of agreements under their belt. And so hopefully we will see an acceleration from them on the licensing side from where they are sitting today. So, we still have a lot of confidence in that group and they've got -- from a personnel standpoint, they've got tremendous capability within that group. So I know the people personally and I think that they are just fantastic. So in terms of 5G, there is two components there in terms of helping on licensing side. Obviously, our involvement in 5G and the fact that we're continuing to have a very prominent role there and many of the agreements we're negotiating now would cover 5G deployments, it certainly helps on the negotiation side because it speaks to the perpetuity of our value.
The other piece though is there continues to be a tremendous amount of 5G innovation opportunity that we can share and effect with perspective licensees. So like we did with Sony, building with them a 5G portfolio by doing research together, that research opportunity exists with us and other of our unlicensed customers that can be really valuable to them in building patent positions, which they can use for defense. And so it's -- and it's something that we are highly credible in, call it, selling to customers. So 5G is I think very, very powerful not only as a long-term value driver for the business, but also a tool that we can use in license discussions and bring additional value to our customers.
Scott Searle -- ROTH Capital -- Analyst
Hey, Bill, is that entering into the discussion with Chinese OEMs or still too early on that front?
Bill Merritt -- President and Chief Executive Officer
No, it's definitely part of the discussion with them.
Scott Searle -- ROTH Capital -- Analyst
Great, thank you.
Bill Merritt -- President and Chief Executive Officer
You're welcome.
Operator
Thank you. At this time, I am showing no further questions in the queue. I would now like to turn it back over to Patrick for closing remarks.
Patrick Van de Wille -- Chief Communications Officer
Well, thank you very much, Katy. Thanks to everybody for joining us this quarter. I would request that you keep an eye out for some announcements relating to our Investor Day, which is going to be December 10th in New York. So we should be putting out some communications around that very soon and some of you will be receiving invitations as well. Thanks for joining us this quarter. See you in three months.
Operator
Thank you, ladies and gentlemen. This concludes today's teleconference. You may now disconnect.
Duration: 33 minutes
Call participants:
Patrick Van de Wille -- Chief Communications Officer
Bill Merritt -- President and Chief Executive Officer
Richard Brezski -- Chief Financial Officer
Kai Oistamo -- Chief Operating Officer
Eric Wold -- B Riley -- Analyst
Charlie Anderson -- Dougherty & Company -- Analyst
Scott Searle -- ROTH Capital -- Analyst
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