8-K
Xperi Inc. (XPER)
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): November 08, 2022 |
|---|
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 | ||
| --- | ||
| N/A | ||
| --- |
(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 November 8, 2022, Xperi Inc. (the “Company”) announced its financial results for the third quarter ended September 30, 2022. 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 November 8, 2022 |
| 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: November 8, 2022 | Xperi Inc. | |
|---|---|---|
| By: | /s/ Robert Andersen | |
| Name: | Robert Andersen | |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
| FOR IMMEDIATE RELEASE |
|---|
XPERI inc. announces THIRD quarter 2022 Results
Continued momentum in strategic growth initiatives
Reiterates FY 2022 guidance
San Jose, Calif. (November 8, 2022) – Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”) today announced financial results for the third quarter ended September 30, 2022. These results are reported on a carve-out basis for the Xperi product business, which was part of Xperi Holding Corporation, now known as Adeia Inc. (Nasdaq: ADEA), during the third quarter.
“The third quarter marked an exciting turning point in our history as we successfully completed our spin-off into a new standalone publicly traded company. I want to thank all our employees and partners around the globe whose extraordinary efforts helped make the separation a success,” said Jon Kirchner, chief executive officer of Xperi. “We are extremely pleased with key customer wins during the quarter, demonstrating increased traction and momentum on strategic growth initiatives within our Media Platform, IPTV, and Connected Car businesses. Furthermore, we are reiterating our 2022 guidance, which represents year-over-year revenue growth.”
Financial Highlights
• Revenue of $121.6 million during the third quarter, representing a 3% increase from $117.7 million in the year-ago period
• GAAP earnings per share of ($9.54) and non-GAAP earnings per share of ($0.22)
• Adjusted EBITDA loss of $0.7 million
• In connection with the separation, and as part of a review undertaken during the quarter, booked a non-cash charge for goodwill impairment of $354 million
Key Operating Achievements
• Welcomed Vestel as the first OEM partner to offer Powered by TiVo™ SmartTVs in 2023, validating the Company’s independent media platform strategy
• Surpassed 1 million Video Over Broadband (IPTV) subscribers, continuing the momentum of sequential quarterly growth and broadening the Company’s recurring revenue base
• Launched DTS AutoStage™ infotainment platform with four automotive OEMs: Hyundai, Genesis, Kia, and a leading EV manufacturer, expanding the Company’s footprint in the Connected Car market
• Closed agreements for DTS AutoSense™ solutions with a large European OEM and a top 3 Japanese OEM, validating the Company’s in-cabin safety technology as an industry leader
• Launched award-winning DTS Play-Fi® technology with Vestel and Philips on both TVs and home theater speakers, demonstrating growing demand for the Company’s wireless audio products
• Broadened the IMAX® Enhanced ecosystem with new releases from Sony Pictures and Disney+ and new agreements with Rakuten TV and TCL
Financial Outlook
The Company is reiterating its guidance for 2022, previously provided at its recent Investor Day.
| Category ($ in millions) | GAAP Outlook | Non-GAAP Outlook |
|---|---|---|
| Revenue | 490 to 510 | 490 to 510 |
| Cost of revenue, excluding depreciation and amortization of intangible assets | 115 to 125 | 115 to 125 |
| Adjusted Operating Expense* | 879 to 889 | 395 to 405 |
| Adjusted EBITDA | n/a | ~ breakeven |
*Defined as total operating expenses less cost of revenue, excluding depreciation and amortization of intangible assets. See tables for reconciliation of GAAP to Non-GAAP.
Conference Call Information
The Company will hold its third quarter 2022 earnings conference call at 2:00 PM Pacific Time (5:00 PM Eastern Time) on Tuesday, November 8, 2022. To access the call toll-free, please dial 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 conference call and can use the conference ID to access the call. The Company also suggests using the webcast link to access the call at Q3 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 this context, forward-looking statements often address expected future business, financial performance and financial condition, and often contain words such as “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. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond the Company’s control, and are not guarantees of future results. These and other forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: unforeseen liabilities, future capital expenditures, revenue, cost savings, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business strategies, and expansion and growth of the Company’s businesses; the Company’s ability to achieve the intended benefits of, and its ability to recognize the anticipated tax treatment of, its recent spin-off; the Company’s ability to implement its business strategy; pricing trends, including the Company’s ability to achieve economies of scale; fluctuations in foreign currency exchange rates; the Company’s ability to retain and hire key personnel; uncertainty as to the long-term value of the Company’s common stock; legislative, regulatory and economic developments affecting the Company’s business; general economic and market developments and conditions; the evolving legal, regulatory and tax regimes under which the Company operates; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, including Russia’s invasion of Ukraine, and natural disasters; the continuing impact of the COVID-19 pandemic; and the impact of supply chain constraints on our customers. These risks, as well as other risks associated with the business, are more fully discussed in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the Company’s Registration Statement on Form 10 filed in connection with the spin-off. While the list of factors presented here is, and the list of factors presented in the Company’s filings with the SEC are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s consolidated financial condition, results of operations, liquidity or trading price of common stock. 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™, IMAX® Enhanced, TiVo®), and by its startup, Perceive, make entertainment more entertaining, and smart devices smarter. Xperi technologies are integrated into billions of consumer devices, media platforms, and semiconductors worldwide, driving increased value for partners, customers and consumers. For more information, visit www.xperi.com.
Xperi, DTS, IMAX Enhanced, 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; costs related to actual or planned business combinations including transaction fees, integration costs, severance, facility closures, and retention bonuses; separation costs; all forms of stock-based compensation; impairment of goodwill; the impact of certain unrealized foreign currency adjustments and related tax effects. 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 non-GAAP Operating Expenses, 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 U.S. GAAP measures in the tables attached hereto. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable U.S. 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 and forecasted GAAP to non-GAAP financial metrics.
Xperi Investor Contact:
Jill Koval, Arbor Advisory Group
+1 203-832-4449
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
#
XPERI INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30,<br>2022 | September 30,<br>2021 | September 30,<br>2022 | September 30,<br>2021 | |||||||||
| Revenue | $ | 121,637 | $ | 117,732 | $ | 366,728 | $ | 361,738 | ||||
| Operating expenses: | ||||||||||||
| Cost of revenue, excluding depreciation and amortization of intangible assets | 31,403 | 32,301 | 85,689 | 87,983 | ||||||||
| Research and development | 57,070 | 49,975 | 158,641 | 144,371 | ||||||||
| Selling, general and administrative | 56,702 | 46,109 | 156,894 | 148,087 | ||||||||
| Depreciation expense | 4,990 | 6,486 | 15,697 | 17,058 | ||||||||
| Amortization expense | 16,613 | 27,829 | 46,166 | 83,266 | ||||||||
| Goodwill Impairment | 354,000 | - | 354,000 | - | ||||||||
| Total operating expenses | 520,778 | 162,700 | 817,087 | 480,765 | ||||||||
| Operating loss | (399,141 | ) | (44,968 | ) | (450,359 | ) | (119,027 | ) | ||||
| Other income (expenses), net | (527 | ) | 144 | (301 | ) | 512 | ||||||
| Loss before taxes | (399,668 | ) | (44,824 | ) | (450,660 | ) | (118,515 | ) | ||||
| Provision for income taxes | 2,024 | 2,834 | 12,499 | 8,161 | ||||||||
| Net Loss | (401,692 | ) | (47,658 | ) | (463,159 | ) | (126,676 | ) | ||||
| Less: net loss attributable to noncontrolling interest | (890 | ) | (1,310 | ) | (2,706 | ) | (2,826 | ) | ||||
| Net loss attributable to the Company | $ | (400,802 | ) | $ | (46,348 | ) | $ | (460,453 | ) | $ | (123,850 | ) |
| Loss per share attributable to the Company: | ||||||||||||
| Basic and Diluted loss per share | $ | (9.54 | ) | $ | (1.10 | ) | $ | (10.96 | ) | $ | (2.95 | ) |
| Number of Basic and Diluted shares outstanding | 42,024 | 42,024 | 42,024 | 42,024 |
XPERI INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
| September 30, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 180,118 | $ | 120,695 | ||
| Accounts receivable, net | 63,968 | 79,494 | ||||
| Unbilled contracts receivable, net | 52,081 | 50,962 | ||||
| Other current assets | 40,133 | 25,985 | ||||
| Total current assets | 336,300 | 277,136 | ||||
| Long-term unbilled contracts receivable | 4,418 | 3,825 | ||||
| Property and equipment, net | 51,783 | 57,477 | ||||
| Operating lease right-of-use assets | 56,062 | 61,758 | ||||
| Intangible assets, net | 280,063 | 270,934 | ||||
| Goodwill | 250,555 | 536,512 | ||||
| Other long-term assets | 31,711 | 21,070 | ||||
| Total assets | $ | 1,010,892 | $ | 1,228,712 | ||
| LIABILITIES AND EQUITY | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 18,735 | $ | 7,362 | ||
| Accrued liabilities | 97,385 | 84,404 | ||||
| Deferred revenue | 26,106 | 28,211 | ||||
| Total current liabilities | 142,226 | 119,977 | ||||
| Deferred revenue, less current portion | 19,079 | 23,663 | ||||
| Long-term deferred tax liabilities | 21,374 | 14,428 | ||||
| Long-term debt | 50,000 | - | ||||
| Noncurrent operating lease liabilities | 41,743 | 49,017 | ||||
| Other long-term liabilities | 5,307 | 5,670 | ||||
| Total liabilities | 279,729 | 212,755 | ||||
| Commitments and contingencies | ||||||
| Company stockholders’ equity: | ||||||
| Net Parent company investment | - | 1,025,838 | ||||
| Preferred stock | - | - | ||||
| Common stock | 42 | - | ||||
| Additional paid-in capital | 901,971 | - | ||||
| Accumulated other comprehensive loss | (5,039 | ) | (676 | ) | ||
| Accumulated deficit | (152,479 | ) | - | |||
| Total Company stockholders’ equity | 744,495 | 1,025,162 | ||||
| Noncontrolling interest | (13,332 | ) | (9,205 | ) | ||
| Total equity | 731,163 | 1,015,957 | ||||
| Total liabilities and equity | $ | 1,010,892 | $ | 1,228,712 |
XPERI INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, 2022 | September 30, 2021 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (463,159 | ) | $ | (126,676 | ) |
| Adjustments to reconcile net loss to net cash from operating activities: | ||||||
| Depreciation of property and equipment | 15,697 | 17,058 | ||||
| Amortization of intangible assets | 46,166 | 83,266 | ||||
| Stock-based compensation expense | 29,761 | 24,363 | ||||
| Goodwill impairment | 354,000 | - | ||||
| Deferred income taxes | (451 | ) | 3,459 | |||
| Other | (147 | ) | 2,601 | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 18,990 | 13,401 | ||||
| Unbilled contracts receivable | 623 | 2,274 | ||||
| Other assets | (14,884 | ) | 6,255 | |||
| Accounts payable | 10,504 | (1,419 | ) | |||
| Accrued and other liabilities | (824 | ) | (37,408 | ) | ||
| Deferred revenue | (7,609 | ) | (1,235 | ) | ||
| Net cash from operating activities | (11,333 | ) | (14,061 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (10,514 | ) | (14,788 | ) | ||
| Purchases of intangible assets | (110 | ) | (3,352 | ) | ||
| Net cash paid for acquisitions | (50,473 | ) | (12,400 | ) | ||
| Net cash from investing activities | (61,097 | ) | (30,540 | ) | ||
| Cash flows from financing activities: | ||||||
| Net proceeds from Parent contributions | 83,235 | - | ||||
| Net transfers from Parent | 52,802 | 63,188 | ||||
| Net cash from financing activities | 136,037 | 63,188 | ||||
| Effect of exchange rate changes on cash and cash equivalents | (4,184 | ) | 2,803 | |||
| Net increase in cash and cash equivalents | 59,423 | 21,390 | ||||
| Cash and cash equivalents at beginning of period | 120,695 | 85,624 | ||||
| Cash and cash equivalents at end of period | $ | 180,118 | $ | 107,014 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Debt incurred in connection with acquisition | $ | 50,000 | $ | - | ||
| Income taxes paid, net of refunds | $ | 9,460 | $ | 8,559 |
XPERI INC.
GAAP TO NON-GAAP RECONCILIATIONS
(in thousands, except per share amounts)
(unaudited)
| Net loss attributable to the Company: | |||
|---|---|---|---|
| Three Months Ended | |||
| September 30, 2022 | |||
| GAAP net loss attributable to the Company | $ | (400,802 | ) |
| Adjustments to GAAP net loss attributable to the Company: | |||
| Stock-based compensation expense: | |||
| Cost of revenue | 779 | ||
| Research, development and other | 5,515 | ||
| Selling, general and administrative | 6,721 | ||
| Amortization expense | 16,613 | ||
| Goodwill impairment | 354,000 | ||
| Merger and separation-related costs: | |||
| Transaction and other related costs recorded in selling, general and administrative | 3,971 | ||
| Severance and retention recorded in research, development and other | 1,830 | ||
| Severance and retention recorded in selling, general and administrative | 560 | ||
| Separation-related bonus adjustment recorded in cost of revenue, excluding depreciation and amortization of intangible assets | 356 | ||
| Separation-related bonus adjustment recorded in research and development | 1,772 | ||
| Separation-related bonus adjustment recorded in selling, general and administrative | 1,082 | ||
| Non-GAAP tax adjustment (1) | (1,818 | ) | |
| Non-GAAP net loss attributable to the Company | $ | (9,421 | ) |
| Loss per share attributable to the Company: | |||
| Three Months Ended | |||
| September 30, 2022 | |||
| GAAP loss per share attributable to the Company | $ | (9.54 | ) |
| Adjustments to GAAP loss per share attributable to the Company: | |||
| Stock-based compensation expense | 0.31 | ||
| Amortization expense | 0.40 | ||
| Goodwill impairment | 8.42 | ||
| Merger and separation-related costs | 0.23 | ||
| Non-GAAP tax adjustment | (0.04 | ) | |
| Non-GAAP loss per share attributable to the Company | $ | (0.22 | ) |
| GAAP weighted average number of shares-basic/diluted | 42,024 | ||
| Non-GAAP weighted average number of shares-basic/diluted | 42,024 |
(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 | |||
|---|---|---|---|
| September 30, 2022 | |||
| GAAP Loss before taxes | $ | (399,668 | ) |
| Interest expense | 750 | ||
| Depreciation expense | 4,990 | ||
| Amortization expense | 16,613 | ||
| Goodwill impairment | 354,000 | ||
| Merger and integration-related costs: | |||
| Transaction and other related costs recorded in selling, general and administrative | 3,971 | ||
| Severance and retention recorded in research and development | 1,830 | ||
| Severance and retention recorded in selling, general and administrative | 560 | ||
| Separation-related bonus adjustment recorded in cost of revenue, excluding depreciation and amortization of intangible assets | 356 | ||
| Separation-related bonus adjustment recorded in research and development | 1,772 | ||
| Separation-related bonus adjustment recorded in selling, general and administrative | 1,082 | ||
| Stock-based compensation expense: | |||
| Cost of revenue | 779 | ||
| Research and development | 5,515 | ||
| Selling, general and administrative | 6,721 | ||
| Non-GAAP Adjusted EBITDA | $ | (729 | ) |
XPERI INC.
RECONCILIATION FOR GUIDANCE ON
GAAP TO NON-GAAP ADJUSTED OPERATING EXPENSE
(in millions)
(unaudited)
| Twelve Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2022 | ||||||
| Low | High | |||||
| GAAP adjusted operating expense | $ | 879.0 | $ | 889.0 | ||
| Stock-based compensation -- R&D | (25.0 | ) | (25.0 | ) | ||
| Stock-based compensation -- SG&A | (27.0 | ) | (27.0 | ) | ||
| Merger, integration and separation-related expense -- R&D | (6.0 | ) | (6.0 | ) | ||
| Merger, integration and separation-related expense -- SG&A | (9.0 | ) | (9.0 | ) | ||
| Amortization expense | (63.0 | ) | (63.0 | ) | ||
| Goodwill impairment | (354.0 | ) | (354.0 | ) | ||
| Total of non-GAAP adjustments | (484.0 | ) | (484.0 | ) | ||
| Non-GAAP adjusted operating expense | $ | 395.0 | $ | 405.0 |