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TSRA > SEC Filings for TSRA > Form 10-Q on 5-Aug-2014All Recent SEC Filings

Show all filings for TESSERA TECHNOLOGIES INC

Form 10-Q for TESSERA TECHNOLOGIES INC


5-Aug-2014

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the attached unaudited condensed consolidated financial statements and notes thereto, and with our audited financial statements and notes thereto for the year ended December 31, 2013 found in the Form 10-K.

This Quarterly Report contains forward-looking statements, which are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "plans," "believes," "seeks," "estimates," "could," "would," "may," "intends," "targets" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Quarterly Report. The identification of certain statements as "forward-looking" is not intended to mean that other statements not specifically identified are not forward-looking. All statements other than statements about historical facts are statements that could be deemed forward-looking statements, including, but not limited to, statements that relate to our future revenues, product development, demand, acceptance and market share, growth rate, competitiveness, gross margins, levels of research, development and other related costs, expenditures, the outcome or effects of and expenses related to litigation and administrative proceedings related to our patents, our intent to enforce our intellectual property, our ability to license our intellectual property, statements regarding the likelihood or timing of the closing of the transaction with O-Film, the effect of cost-saving measures, tax expenses, cash flows, our ability to liquidate and recover the carrying value of our investments, our management's plans and objectives for our current and future operations, our plans for quarterly and special dividends and stock repurchases, the levels of customer spending or research and development activities, general economic conditions, and the sufficiency of financial resources to support future operations and capital expenditures.

Although forward-looking statements in this Quarterly Report 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 are inherently subject to risks, uncertainties, and changes in condition, significance, value and effect, including those discussed below under the heading "Risk Factors" within Part II, Item 1A of this Quarterly Report and other documents we file from time to time with the Securities and Exchange Commission (the "SEC"), such as our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from those expressed herein and in ways not readily foreseeable. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report and are based on information currently and reasonably known to us. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report. Readers are urged to carefully review and consider the various disclosures made in this Quarterly Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Corporate Information

Our principal executive offices are located at 3025 Orchard Parkway, San Jose, California 95134. Our telephone number is (408) 321-6000. We maintain a website at www.tessera.com. The reference to our website address does not constitute incorporation by reference of the information contained on this website.

Tessera, the Tessera logo, µBGA, OptiML, DOC, the DOC logo, FotoNation, the FotoNation logo, FaceTools, FacePower, FotoSavvy, Invensas, the Invensas logo, xFD, BVA and SHELLCASE are trademarks or registered trademarks of the Company or its affiliated companies in the U.S. and other countries. All other company, brand and product names may be trademarks or registered trademarks of their respective companies.

In this Quarterly Report, the "Company," "we," "us" and "our" refer to Tessera Technologies, Inc., which operates its business through its subsidiaries. Unless specified otherwise, the financial results in this Quarterly Report are those of the Company and its subsidiaries on a consolidated basis.

Business Overview
We generate revenue from licensing to manufacturers and other implementers that use our technology in areas such as mobile computing and communications, memory and data storage, and 3DIC technologies. Our technology is both developed internally and acquired and includes chip-scale packaging solutions, interconnect solutions and product and solutions for


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mobile imaging which include its FaceToolsTM, FacePowerTM, FotoSavvyTM, face beautification, red-eye removal, High Dynamic Range, panorama, and image stabilization intellectual property.

In April 2014, the Company and its wholly-owned subsidiary DigitalOptics Corporation (together with its subsidiaries, "DOC") entered into a definitive agreement with Shenzhen O-Film Tech Co., LTD. ("Shenzhen O-Film," together with affiliates, collectively, "O-Film") whereby O-Film has agreed to pay DOC $50.0 million, consisting of a $20.5 million prepaid royalty and support fee for a non-exclusive license to specific FotoNation product features ($3.5 million of which was already paid by O-Film in the second quarter of 2014), $7.5 million for a non-exclusive license for core MEMS auto-focus and other related intellectual property and $22.0 million for certain manufacturing equipment and supplies and certain non-core patents and patent applications (including patents and patent applications for Wafer Level Optics, Micro Optics and camera module technology), in each case, at the closing of the transaction (except for the $3.5 million related to the FotoNation product features which was already paid). O-Film has also agreed to pay DOC a per unit royalty for O-Film's MEMS-based camera models beginning after an initial royalty free period of time. The Company expects the closing of the transaction to be completed by October 2014, subject to customary closing conditions, including required government approvals in China and Taiwan.

In March 2014, in connection with entering into a letter of intent with DOC, O-Film paid DOC a $5.0 million deposit, which will be credited toward the $50.0 million purchase price under the definitive agreement. The deposit is non-refundable in the event the transaction does not close, except in certain circumstances. In April 2014, O-Film also paid DOC a non-refundable fee of $2.0 million to retain an option to purchase leasehold improvements related to DOC's manufacturing facility in Taiwan. O-Film has agreed to cover substantially all of DOC's MEMS-related operating costs, including costs of DOC's facility in Arcadia, California, during the period from the date of the definitive agreement through the anticipated closing of the transaction in October 2014.

In January 2014, we announced the cessation of all mems|cam manufacturing operations. As part of these efforts, we are undertaking a workforce reduction of over 300 employees and are in the process of closing our facilities in Arcadia, California, Rochester, New York and in Taiwan and Japan. As a result of these closures, certain assets were impaired or were written off entirely and restructuring and other charges were taken in 2013. In the first six months of 2014, we incurred an additional $4.5 million of restructuring and other charges. In this document, the operations and financial results of the mems|cam operations are considered discontinued operations. For more information regarding these actions, see Note 5 - "Discontinued Operations", Note 7 - "Goodwill and Identified Intangible Assets" and Note 14 - "Restructuring, Impairment of Long-Lived Assets and Other Charges" in the Notes to Condensed Consolidated Financial Statements. As a result of these actions, during the first quarter of 2014, we determined that we operate our business in one operating segment, focused on the monetization of intellectual property, both internally developed and acquired, through royalties, licenses and other means. Previously, we operated in two operating segments - Intellectual Property and DigitalOptics.

All financial results and discussions below relate to continuing operations unless otherwise specified and conform to our determination that we now operate in a single operating segment.

Results of Operations
Revenues
Our revenues are generated primarily from royalty and license fees. Royalty and license fees are generated from licensing the right to use our technologies or intellectual property. Licensees generally report shipment information 30 to 60 days after the end of the quarter in which such activity takes place. Since there is no reliable basis on which we can estimate our royalty revenues prior to obtaining these reports from the licensees, we generally recognize royalty revenues on a one quarter lag. The timing of revenue recognition and the amount of revenue actually recognized for each type of revenues depends upon a variety of factors, including the specific terms of each arrangement, our ability to derive fair value of the element and the nature of our deliverables and obligations. In addition, our royalty revenues will fluctuate based on a number of factors such as: (a) the timing of receipt of royalty reports; (b) the rate of adoption and incorporation of our technology by licensees; (c) the demand for products incorporating semiconductors that use our licensed technology; (d) the cyclicality of supply and demand for products using our licensed technology; (e) volume incentive pricing terms in licensing agreements that may result in significant variability in quarterly revenue recognition from customers and
(f) the impact of economic downturns. From time to time we enter into license agreements that have fixed expiration dates. Upon expiration of such agreements, we need to renew or replace these agreements in order to maintain our revenue base. We may not be able to continue licensing customers on terms favorable to us, under the existing terms or at all, which would harm our results of operations. If we are


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unable to replace the revenue from an expiring license with similar revenue from other customers, our royalty revenue could be adversely impacted as compared to periods prior to such expiration.

Powertech Technology, Inc. ("PTI"), a customer that accounted for 10% or more of total revenues for the year ended December 31, 2012, ceased making payments in 2012, which caused a substantial adverse impact to our royalty revenue as compared to prior periods. On February 27, 2014, we announced a settlement with PTI related to Tessera, Inc.'s and PTI's pending cases in the U. S. District Court for the Northern District of California. The settlement provides that PTI will pay $196 million to Tessera, Inc. with two required payments to be made in 2014 and quarterly recurring payments beginning in 2015 through the end of 2018. In addition, Tessera, Inc. and PTI have agreed to stay the pending cases. If Tessera, Inc. receives a majority of the total amount owed by PTI under the settlement, and other conditions are met, by March 31, 2015, Tessera, Inc. and PTI will dismiss the pending cases.

In the past, we have engaged in litigation and arbitration proceedings to directly or indirectly enforce our intellectual property rights and the terms of our license agreements, including proceedings to ensure proper and full payment of royalties by our current licensees and by third parties whose products incorporate our intellectual property rights. For example, on May 9, 2014 (as amended on June 23, 2014), the International Court of Arbitration of the International Chamber of Commerce issued an award in favor of Tessera, Inc. in its dispute with Amkor. We believe that the dispute with Amkor and similar future proceedings may result in fluctuations in our revenue and expenses. The following table presents our historical operating results for the periods indicated as a percentage of revenues:

                                         Three Months Ended                       Six Months Ended
                                 June 30, 2014         June 30, 2013      June 30, 2014      June 30, 2013
Revenues:
Royalty and license fees (1)           100  %                 100  %           100  %              100  %
Total Revenues                         100                    100              100                 100
Operating expenses:
Cost of revenues                         1                      2                1                   2
Research, development and
other related costs                     27                     17               15                  22
Selling, general and
administrative                          40                     49               24                  59
Litigation expense                      28                     37               14                  42
Restructuring, impairment of
long-lived assets and other
charges                                  1                      5                1                   4
Total operating expenses                97                    110               55                 129
Operating income (loss) from
continuing operations                    3                    (10 )             45                 (29 )
Other income and expense, net            1                      1                1                   1
Income (loss) from continuing
operations before taxes                  4                     (9 )             46                 (28 )
Provision for (benefit from)
income taxes                            (3 )                   (4 )             17                 (10 )
Income (loss) from continuing
operations                               7                     (5 )             29                 (18 )
Income (loss) from
discontinued operations, net
of tax                                   3                    (29 )             (9 )               (62 )
Net income (loss)                       10  %                 (34 )%            20  %              (80 )%

(1) Revenue previously classified as past production payments, defined as royalty payments for the use of our intellectual property and where payments are made as part of a settlement of a patent infringement dispute from previously unlicensed parties, has been reclassified and is included in "Royalty and license fees"

Our royalty and license fees were as follows (in thousands, except for percentages):


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                                 Three Months Ended
                                                                 Increase/        %
                          June 30, 2014      June 30, 2013      (Decrease)     Change
Royalty and license fees $        37,213    $        46,593    $    (9,380 )    (20 )%

The $9.4 million or 20% decrease in revenues was primarily due to a net decrease in episodic payments of $17.6 million in the three months ended June 30, 2014 when compared to the three months ended June 30, 2013. This was partially offset by a recurring payment related to new license agreements by Tessera, Inc. and Invensas Corporation with Samsung Electronics Co., Ltd.

                                  Six Months Ended
                                                                 Increase/        %
                          June 30, 2014      June 30, 2013      (Decrease)     Change
Royalty and license fees $       125,549    $        75,217    $     50,332      67 %

The $50.3 million or 67% increase in revenues was primarily due to episodic payments of $66.4 million in the six months ended June 30, 2014, including the initial $50.0 million payment made by PTI in connection with Tessera, Inc.'s settlement with PTI noted above. The revenues for the six months ended June 30, 2014 also include both a recurring and an episodic payment related to new license agreements by Tessera, Inc. and Invensas Corporation with Samsung Electronics Co., Ltd.
Cost of Revenues
Cost of revenues consists of direct compensation and depreciation expense. Depreciation expense of property and equipment are generally classified as a component of cost of revenues from research, development and other related costs when an in-process development project reaches commercialization. For each associated period, cost of revenues as a percentage of total revenues varies based on the rate of adoption of our technologies and the timing of property and equipment being placed in service.
Cost of revenues for the three months ended June 30, 2014 was $0.4 million, as compared to $0.9 million for the three months ended June 30, 2013, a decrease of $0.5 million, or 49%. Cost of revenues for the six months ended June 30, 2014 was $1.0 million, as compared to $1.8 million for the six months ended June 30, 2013, a decrease of $0.8 million, or 44%. The decreases were primarily related to a decrease in amortization due to the impairment of intangibles in 2013 (see Note 7 - "Goodwill and Identified Intangibles Assets" in the Notes to Condensed Consolidated Financial Statements).
Research, Development and Other Related Costs Research, development and other related costs consist primarily of compensation and related costs for personnel, as well as costs related to patent applications and examinations, product "tear downs" and reverse engineering, materials, supplies and equipment depreciation. Research and development is conducted primarily in-house and targets development of chip-scale packaging, circuitry design, 3D architecture, wafer-level packaging technology, high-density substrate, image sensor packaging, and FotoNation's image enhancement technology. All research, development and other related costs are expensed as incurred.
Research, development and other related costs for the three months ended June 30, 2014 were $10.1 million, as compared to $7.9 million for the three months ended June 30, 2013, an increase of $2.2 million, or 28%. The increase was primarily related to an increase in salary and benefit costs and legal expense related to the maintenance of patents partially offset by materials and supplies.
Research, development and other related costs for the six months ended June 30, 2014 were $18.8 million, as compared to $16.3 million for the six months ended June 30, 2013, an increase of $2.5 million, or 15%. The increase was primarily related to an increase in salary and benefit costs and outside services partially offset by legal expense related to the maintenance of patents. We believe that a significant level of research and development expenses will be required for us to remain competitive in the future.


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Selling, General and Administrative
Selling expenses consist primarily of compensation and related costs for sales and marketing personnel, reverse engineering personnel and services, amortization of intangibles, marketing programs, public relations, promotional materials, travel, trade show expenses, and stock-based compensation expense. General and administrative expenses consist primarily of compensation and related costs for general management, information technology, and finance personnel, legal fees and expenses, facilities costs, stock-based compensation expense, and professional services. Our general and administrative expenses, other than facilities related expenses, are not allocated to other expense line items. Our selling, general and administrative expenses have declined as we have implemented cost savings strategies.
Selling, general and administrative expenses for the three months ended June 30, 2014 were $15.0 million, as compared to $22.6 million for the three months ended June 30, 2013, a decrease of $7.6 million, or 34%. The decrease was primarily attributable to a decrease of $3.8 million in salary and benefit costs related to the employee reductions resulting from our restructuring activities over the past several quarters, a decrease of $2.9 million in outside services and a decrease of $0.6 million in depreciation due to the impairment of fixed assets during 2013.
Selling, general and administrative expenses for the six months ended June 30, 2014 were $30.3 million, as compared to $44.7 million for the six months ended June 30, 2013, a decrease of $14.4 million, or 32%. The decrease was primarily attributable to a decrease of $6.8 million in salary and benefit costs related to the employee reductions resulting from our restructuring activities over the past several quarters, a decrease of $4.4 million in outside services and a decrease of $1.3 million in depreciation due to the impairment of fixed assets during 2013.
Litigation Expense
Litigation expense for the three months ended June 30, 2014 was $10.2 million, as compared to $17.4 million for the three months ended June 30, 2013, a decrease of $7.2 million, or 41%. Litigation expense for the six months ended June 30, 2014 was $17.2 million, as compared to $31.4 million for the six months ended June 30, 2013, a decrease of $14.2 million, or 45%. These decreases were primarily attributable to the decrease of our docket of legal proceedings, including as a result of recent settlement activities.
We expect that litigation expense may continue to be a material portion of our operating expenses in future periods, and may fluctuate significantly between periods, because of our ongoing litigation, as described in Part II, Item 1 - Legal Proceedings, and because of litigation initiated from time to time in the future in order to enforce and protect our intellectual property and contract rights.
Upon expiration of the current terms of our customers' licenses, if those licenses are not renewed, litigation may become a necessary element of a campaign to secure payment of reasonable royalties for the use of our patented technology. If we initiate such litigation, our future litigation expenses may increase.
Restructuring, Impairment of Long-Lived Assets and Other Charges Restructuring, Impairment of Long-Lived Assets and Other Charges for the three months ended June 30, 2014 was $0.5 million, as compared to $2.5 million for the three months ended June 30, 2013, a decrease of $2.0 million, or 80%. Restructuring, Impairment of Long-Lived Assets and Other Charges for the six months ended June 30, 2014 was $1.5 million, as compared to $3.3 million for the six months ended June 30, 2013, a decrease of $1.8 million, or 55%. These expenses result from the continued restructuring of our DigitalOptics business. The costs are decreasing as the restructuring activities are nearly completed and we anticipate these activities to be completed within the next two quarters. Stock-based Compensation Expense
The following table sets forth our stock-based compensation expense for the three and six months ended June 30, 2014 and 2013 (in thousands):

                                                       Three Months Ended,
                                                June 30, 2014       June 30, 2013
Cost of revenues                              $         -          $            80
Research, development and other related costs         740                      981
Selling, general and administrative                 2,171                    4,064
Total stock-based compensation expense        $     2,911          $         5,125


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                                                      Six Months Ended,
                                               June 30, 2014     June 30, 2013
Cost of revenues                              $       18        $           134
Research, development and other related costs      1,657                  2,070
Selling, general and administrative                4,740                  5,468
Total stock-based compensation expense        $    6,415        $         7,672

Stock-based compensation awards included employee stock options, restricted stock awards and units, and employee stock purchases. For the three months ended June 30, 2014, stock-based compensation expense was $2.9 million, of which $0.8 million related to employee stock options, $1.9 million related to restricted stock awards and units and $0.2 million related to employee stock purchases. For the three months ended June 30, 2013, stock-based compensation expense was $5.1 million, of which $2.9 million related to employee stock options, $1.8 million related to restricted stock awards and units and $0.4 million related to employee stock purchases. The decrease in stock based compensation for the three months ended June 30, 2014 resulted from fewer options outstanding due to employee reductions that were part of our restructuring activities that have occurred over the past several quarters.
For the six months ended June 30, 2014, stock-based compensation expense was $6.4 million, of which $1.8 million related to employee stock options, $4.2 million related to restricted stock awards and units and $0.4 million related to employee stock purchases. For the six months ended June 30, 2013, stock-based compensation expense was $7.7 million, of which $4.9 million related to employee stock options, $1.8 million related to restricted stock awards and $0.9 million related to employee stock purchases. The decrease in stock based compensation for the six months ended June 30, 2014 resulted from fewer options outstanding due to employee reductions that were part of our restructuring activities that have occurred over the past several quarters. Other Income and Expense, Net
Other income and expense, net for the three months ended June 30, 2014 was $0.4 million, as compared to $0.3 million, for the three months ended June 30, 2013. Other income and expense, net for the six months ended June 30, 2014 and June 30, 2013 was $0.8 million.
Provision for (benefit from) Income Taxes

The benefit from income taxes for the three months ended June 30, 2014 was $1.1 million and the provision for income taxes for the six months ended June 30, 2014 was $21.6 million. The benefit from income taxes for the three months ended June 30, 2014 was primarily due to a decrease in the forecasted effective tax rate applied to actual year-to-date income. The provision for income taxes for the six months ended June 30, 2014 was primarily related to foreign withholding taxes and foreign tax liability generated from foreign operations. The benefit from income taxes for the three and six months ended June 30, 2013 was $1.9 million and $7.8 million, respectively, and was largely comprised of a tax benefit for domestic losses as offset by foreign withholding and income taxes. The Company's provision for income taxes is based on its worldwide estimated annualized effective tax rate, except for jurisdictions for which a loss is expected for the year and no benefit can be realized for those losses, and the tax effect of discrete items occurring during the period. The tax for . . .

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