UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 09, 2023

Xperi Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-41486	83-4470363
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)
2190 Gold Street
San Jose, California		95002
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number, Including Area Code: 408 519-9100
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N/A
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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	XPER	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 9, 2023, Xperi Inc. (the “Company”) announced its financial results for the first quarter ended March 31, 2023. A copy of the Company’s press release announcing these financial results and other information regarding its financial condition is attached hereto as Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br>No.	Description
99.1	Press Release dated May 9, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

Date: May 9, 2023	Xperi Inc.
	By:	/s/ Robert Andersen
	Name:	Robert Andersen
	Title:	Chief Financial Officer

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE

XPERI inc. Announces First Quarter 2023 Results

Second Top-Ten Smart TV OEM to Support TiVo Operating System

Awarded Major Design Win for DTS AutoStage In-Vehicle Infotainment Platform

San Jose, Calif. (May 9, 2023) – Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”), an entertainment technology company that invents, develops, and delivers technologies that enable extraordinary experiences, today announced first quarter 2023 financial results for the period ended March 31, 2023.

“With the announcement of a second Smart TV OEM and another Connected Car design win, we continue to drive towards our strategic vision of being the independent media platform of choice,” said Jon Kirchner, chief executive officer of Xperi. “Our revenue growth and solid financial performance are a testament to our technology and market strategy. Our expertise in both audio and video content delivery puts us in a strong position to grow our footprint, whether in the living room, in the car, or on the go.”

Financial Highlights

GAAP Highlights ($ millions , except per share data)	Q1 FY23			Q1 FY22
Revenue	$	126.8		$	118.9
GAAP Operating Income/(Loss)	$	(33.6	)	$	(28.9	)
GAAP Loss per Share	$	(0.76	)	n/a
Non-GAAP Highlights ($ millions, except per share data)1	Q1 FY23			Q1 FY22
Revenue	$	126.8		$	118.9
Non-GAAP Operating Income/(Loss)	$	0.9		$	(2.5	)
Adjusted EBITDA	$	6.8		$	4.0
Non-GAAP Earnings/(Loss) per Share	$	0.04		n/a

1 For further information on supplemental non-GAAP metrics, refer to the “Non-GAAP Financial Measures” and GAAP to non-GAAP Reconciliations below.

Recent Key Operating Achievements

Media Platform

• Xperi signed an agreement with a second top-ten Smart TV OEM to integrate the TiVo Operating System (TiVo OS) into their Smart TV lineup with plans to launch TVs “Powered by TiVo” initially in Europe in 2024.

Connected Car

• Xperi was awarded a new program for its DTS AutoStage in-cabin infotainment platform with a major Japanese car manufacturer. This global program is expected to incorporate AutoStage into vehicles in North America starting later this year, followed by Europe and Asia in 2024.

• With its DTS AutoStage and DTS AutoSense solutions, the Company has now been awarded a combined total of more than 10 automotive OEM programs that include over 100 specific car models, allowing for integration into tens of millions of vehicles globally over the next five years.

• Xperi’s HD Radio was launched in 12 additional models for the U.S. market and 6 additional models for Mexico, increasing its penetration in this market. In addition, the Company renewed an HD Radio license agreement with Harman, a major Tier 1 automotive supplier, which we expect will continue to incorporate HD Radio into millions of cars over the next six years.

Pay TV

• TiVo IPTV continued its double-digit subscriber growth with new rollouts by major service providers across the Americas. For example, Eastlink launched TiVo IPTV on their Canadian footprint in the first quarter.

• Frndly TV, a leading affordable live TV provider for the whole family with 750K+ subscribers, selected TiVo as their personalized content and discovery platform, providing search, discovery, and recommendations.

Consumer Electronics

• The Company signed a series of major, multi-year license renewals during the quarter, demonstrating the durability and longevity of the DTS audio technology.

Financial Outlook

The Company reaffirms its outlook for fiscal 2023.

Category ($ in millions)	GAAP Outlook	Non-GAAP Outlook
Revenue	510 to 540	510 to 540
Adjusted EBITDA Margin1,2	n/a	6% to 10%

1 See discussion of “Non-GAAP Financial Measures” below.

2 With respect to Adjusted EBITDA Margin, the Company has determined that it is unable to provide a quantitative reconciliation of this forward-looking non-GAAP measure to the most directly comparable forward-looking GAAP measure with a reasonable degree of confidence in its accuracy without unreasonable effort, as items including restructuring and impacts from discrete tax adjustments and tax law changes are inherently uncertain and depend on various factors, many of which are beyond the Company's control.

Conference Call Information

The Company will hold its first quarter 2023 earnings conference call at 2:00 PM Pacific Time (5:00 PM Eastern Time) on Tuesday, May 9, 2023. To access the call toll-free, please dial 1-888-660-6513, otherwise dial 1-929-203-0876. The conference ID is 5483252. All participants should dial in 15 minutes prior to the start of the call using the conference ID listed above. Alternatively, the call can be accessed via the following webcast link: Q1 2023 Earnings Call Webcast.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on information available to the Company as of the date hereof, as well as the Company’s current expectations, assumptions, estimates and projections that involve risks and uncertainties. In some cases, you can identify forward-looking statements by the words “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties and other factors are described under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in the documents we file with the Securities and Exchange Commission from time to time. The Company does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

About Xperi Inc.

Xperi invents, develops, and delivers technologies that enable extraordinary experiences. Xperi technologies, delivered via its brands and partnerships (DTS®, HD Radio™, TiVo®), and by its startup, Perceive, and IMAX Enhanced, an IMAX and DTS partnership, are integrated into billions of consumer devices and media platforms worldwide, powering smart devices, connected cars and entertainment experiences. Xperi has created a unified ecosystem that reaches highly engaged consumers driving increased value for partners and customers.

Xperi, DTS, HD Radio, Perceive, TiVo, and their respective logos are trademarks or registered trademarks of affiliated companies and partners of Xperi Inc. in the United States and other countries. All other company, brand and product names may be trademarks or registered trademarks of their respective companies.

Non-GAAP Financial Measures

In addition to disclosing financial results calculated in accordance with U.S. Generally Accepted Accounting Principles (GAAP), the Company’s earnings release contains non-GAAP financial measures adjusted for either one-time or ongoing non-cash acquired intangibles amortization charges; amortization of capitalized cloud computing costs; costs related to actual or planned acquisitions, financing, and divestitures including transaction fees, integration costs, severance, facility closures, and retention bonuses; separation costs; all forms of stock-based compensation; impairment of assets and goodwill; other items not indicative of our ongoing operating performance, and related tax effects for each adjustment. Management believes that the non-GAAP measures used in this release provide investors with important perspectives into the Company’s ongoing business and

financial performance and provide a better understanding of our core operating results reflecting our normal business operations. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. Our use of non-GAAP financial measures has certain limitations in that the non-GAAP financial measures we use may not be directly comparable to those reported by other companies. For example, the terms used in this press release, such as Adjusted EBITDA, do not have a standardized meaning. Other companies may use the same or similarly named measures, but exclude different items, which may not provide investors with a comparable view of our performance in relation to other companies. We seek to compensate for the limitation of our non-GAAP presentation by providing a detailed reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures in the tables attached hereto. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. All financial data is presented on a GAAP basis except where the Company indicates its presentation is on a non-GAAP basis.

Set forth below are reconciliations of the Company’s reported GAAP to non-GAAP financial metrics.

Xperi Investor Contact:

Mike Iburg

VP, Investor Relations

+1 408-321-3827

ir@xperi.com

Media Contact:

Amy Brennan

Senior Director, Corporate Communications

+1 949-518-6846

amy.brennan@xperi.com

– Tables Follow –

SOURCE: XPERI INC.

XPER-E

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XPERI INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended March 31,
	2023			2022
Revenue	$	126,839		$	118,888
Operating expenses:
Cost of revenue, excluding depreciation and amortization of intangible assets		27,792			27,407
Research and development		54,856			50,200
Selling, general and administrative		57,776			49,852
Depreciation expense		4,093			5,563
Amortization expense		14,827			14,792
Impairment of long-lived assets		1,096			-
Total operating expenses		160,440			147,814
Operating loss		(33,601	)		(28,926	)
Other income, net		368			515
Loss before taxes		(33,233	)		(28,411	)
Provision for income taxes		(294	)		2,080
Net Loss		(32,939	)		(30,491	)
Less: net loss attributable to noncontrolling interest		(939	)		(968	)
Net loss attributable to the Company	$	(32,000	)	$	(29,523	)
Loss per share attributable to the Company:
Basic and Diluted loss per share	$	(0.76	)	$	(0.70	)
Weighted-average number of shares used in per share calculations - basic and diluted		42,224			42,024

XPERI INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

	March 31,			December 31,
	2023			2022
ASSETS
Current assets:
Cash and cash equivalents	$	110,696		$	160,127
Accounts receivable, net		70,704			64,712
Unbilled contracts receivable, net		69,120			65,251
Other current assets		46,836			42,174
Total current assets		297,356			332,264
Long-term unbilled contracts receivable		9,563			4,289
Property and equipment, net		47,082			47,827
Operating lease right-of-use assets		47,041			52,901
Intangible assets, net		249,681			264,376
Long-term deferred tax assets		2,283			2,096
Other long-term assets		34,205			33,158
Total assets	$	687,211		$	736,911
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	13,756		$	14,864
Accrued liabilities		87,358			110,014
Deferred revenue		24,593			25,363
Total current liabilities		125,707			150,241
Deferred revenue, less current portion		18,766			19,129
Long-term deferred tax liabilities		12,886			12,899
Long-term debt		50,000			50,000
Noncurrent operating lease liabilities		37,450			42,666
Other long-term liabilities		11,828			12,990
Total liabilities		256,637			287,925
Commitments and contingencies
Equity:
Preferred stock		-			-
Common stock		42			42
Additional paid-in capital		1,149,370			1,136,330
Accumulated other comprehensive loss		(2,643	)		(4,119	)
Accumulated deficit		(700,835	)		(668,835	)
Total Company stockholders’ equity		445,934			463,418
Noncontrolling interest		(15,360	)		(14,432	)
Total equity		430,574			448,986
Total liabilities and equity	$	687,211		$	736,911

XPERI INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(32,939	)	$	(30,491	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation of property and equipment		4,093			5,563
Amortization of intangible assets		14,827			14,792
Stock-based compensation		15,968			8,637
Impairment of long-lived assets		1,096			-
Deferred income taxes		(200	)		190
Other		1,000			(414	)
Changes in operating assets and liabilities:
Accounts receivable		(6,019	)		20,785
Unbilled contracts receivable		(9,124	)		(3,116	)
Other assets		(5,709	)		(3,991	)
Accounts payable		(1,108	)		1,240
Accrued and other liabilities		(23,855	)		(26,562	)
Deferred revenue		(1,133	)		(4,997	)
Net cash from operating activities		(43,103	)		(18,364	)
Cash flows from investing activities:
Purchases of property and equipment		(3,861	)		(4,345	)
Purchases of intangible assets		(68	)		(20	)
Net cash from investing activities		(3,929	)		(4,365	)
Cash flows from financing activities:
Net transfers from Former Parent		-			25,754
Withholding taxes related to net share settlement of restrict awards		(2,917	)		-
Net cash from financing activities		(2,917	)		25,754
Effect of exchange rate changes on cash and cash equivalents		518			(385	)
Net (decrease) increase in cash and cash equivalents		(49,431	)		2,640
Cash and cash equivalents at beginning of period		160,127			120,695
Cash and cash equivalents at end of period	$	110,696		$	123,335
Supplemental disclosure of cash flow information:
Interest paid	$	1,496		$	-
Income taxes paid, net of refunds	$	1,603		$	3,234

XPERI INC.

GAAP TO NON-GAAP RECONCILIATIONS

(in thousands, except per share amounts)

(unaudited)

Net income attributable to the Company:
	Three Months Ended
	March 31, 2023
GAAP net loss attributable to the Company	$	(32,000	)
Adjustments to GAAP net loss attributable to the Company:
Stock-based compensation expense:
Cost of revenue, excluding depreciation and amortization of intangible assets		792
Research and development		5,551
Selling, general and administrative		9,625
Amortization of intangible assets		14,827
Impairment of long-lived assets		1,096
Separation and integration-related costs:
Transaction and integration related costs recorded in selling, general and administrative		667
Separation costs recorded in selling, general and administrative		617
Severance and retention recorded in cost of revenue, excluding depreciation and amortization of intangible assets		37
Severance and retention recorded in research and development		773
Severance and retention recorded in selling, general and administrative		546
Non-GAAP tax adjustment (1)		(792	)
Non-GAAP net income attributable to the Company	$	1,739
Diluted earnings per share attributable to the Company:
	Three Months Ended
	March 31, 2023
GAAP loss per share attributable to the Company	$	(0.76	)
Adjustments to GAAP loss per share attributable to the Company:
Stock-based compensation expense		0.38
Amortization expense		0.35
Impairment of long-lived assets		0.03
Separation and integration related costs		0.06
Non-GAAP tax adjustment		(0.02	)
Non-GAAP diluted earnings per share attributable to the Company	$	0.04
GAAP weighted average number of shares-basic/diluted		42,224
Non-GAAP weighted average number of shares-diluted		47,411

(1) The provision for income taxes is adjusted to reflect the net direct and indirect income tax effects of the various non-GAAP pretax adjustments.

XPERI INC.

GAAP TO NON-GAAP RECONCILIATIONS

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2023			2022
GAAP operating loss	$	(33,601	)	$	(28,926	)
Adjustments to GAAP operating loss:
Stock-based compensation expense:
Cost of revenue, excluding depreciation and amortization of intangible assets		792			625
Research and development		5,551			5,099
Selling, general and administrative		9,625			5,415		(2	)
Amortization of intangible assets		14,827			14,792
Impairment of long-lived assets		1,096			-
Separation and integration-related costs:
Transaction and integration related costs recorded in selling, general and administrative		667			-
Separation costs recorded in selling, general and administrative		617			-
Severance and retention recorded in cost of revenue, excluding depreciation and amortization of intangible assets		37			144
Severance and retention recorded in research and development		773			290
Severance and retention recorded in selling, general and administrative		546			27
Non-GAAP operating income (loss)	$	930		$	(2,534	)

(2) Includes $2.5 million of stock-based compensation expense that was recognized in operating results as part of the corporate and shared functional employees expenses allocation during the three months ended March 31, 2022.

XPERI INC.

GAAP TO NON-GAAP RECONCILIATIONS

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2023			2022
GAAP loss before taxes	$	(33,233	)	$	(28,411	)
Interest expense		772			—
Depreciation expense		4,093			5,563
Amortization of intangible assets		14,827			14,792
Amortization of capitalized cloud computing costs		615			472
Impairment of long-lived assets		1,096			—
Separation and integration-related costs:
Transaction and integration related costs recorded in selling, general and administrative		667			—
Separation costs recorded in selling, general and administrative		617			—
Severance and retention recorded in cost of revenue, excluding depreciation and amortization of intangible assets		37			144
Severance and retention recorded in research and development		773			290
Severance and retention recorded in selling, general and administrative		546			27
Stock-based compensation expense:
Cost of revenue		792			625
Research and development		5,551			5,099
Selling, general and administrative		9,625			5,415		(2	)
Non-GAAP Adjusted EBITDA	$	6,778		$	4,016