UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares outstanding of the registrant’s common stock as of April 25, 2022 was
XPERI HOLDING CORPORATION
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022
TABLE OF CONTENTS
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Page |
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Item 1. |
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Condensed Consolidated Statements of Operations – Three Months Ended March 31, 2022 and 2021 |
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3 |
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4 |
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Condensed Consolidated Balance Sheets – March 31, 2022 and December 31, 2021 |
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5 |
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Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2022 and 2021 |
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6 |
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Condensed Consolidated Statements of Equity – Three Months Ended March 31, 2022 and 2021 |
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7 |
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8 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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30 |
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Item 3. |
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39 |
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Item 4. |
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40 |
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Item 1. |
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41 |
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Item 1A. |
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42 |
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Item 2. |
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43 |
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Item 3. |
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43 |
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Item 4. |
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43 |
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Item 5. |
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43 |
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Item 6. |
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44 |
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45 |
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
XPERI HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
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Three Months Ended |
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March 31, 2022 |
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March 31, 2021 |
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Revenue: |
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$ |
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$ |
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Operating expenses: |
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Cost of revenue, excluding depreciation and amortization of intangible assets |
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Research, development and other related costs |
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Selling, general and administrative |
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Depreciation expense |
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Amortization expense |
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Litigation expense |
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Total operating expenses |
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Operating income |
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Interest expense |
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Other income (expense), net |
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Income before taxes |
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Provision for (benefit from) income taxes |
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Net income |
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Less: net loss attributable to noncontrolling interest |
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Net income attributable to the Company |
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$ |
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$ |
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Income per share attributable to the Company: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted average number of shares used in per share calculations-basic |
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Weighted average number of shares used in per share calculations-diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
XPERI HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
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Three Months Ended |
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March 31, 2022 |
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March 31, 2021 |
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Net income |
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$ |
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$ |
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Other comprehensive loss, net of tax: |
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Change in foreign currency translation adjustment |
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Net unrealized loss on available-for-sale debt securities |
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Other comprehensive loss, net of tax |
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Comprehensive income |
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Less: comprehensive loss attributable to noncontrolling interest |
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Comprehensive income attributable to the Company |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
XPERI HOLDING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for par value)
(unaudited)
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March 31, 2022 |
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December 31, 2021 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Available-for-sale debt securities |
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Accounts receivable, net of allowance for credit losses of $ |
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Unbilled contracts receivable, net |
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Other current assets |
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Total current assets |
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$ |
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Long-term unbilled contracts receivable |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Intangible assets, net |
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Goodwill |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Current portion of long-term debt, net |
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Deferred revenue |
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Total current liabilities |
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$ |
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Deferred revenue, less current portion |
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Long-term deferred tax liabilities |
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Long-term debt, net |
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Noncurrent operating lease liabilities |
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Other long-term liabilities |
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Total liabilities |
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$ |
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Commitments and contingencies (Note 15) |
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Company stockholders’ equity: |
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Preferred stock: $ |
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Common stock: $ |
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Additional paid-in capital |
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Treasury stock at cost (2022: |
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Accumulated other comprehensive loss |
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Retained earnings |
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Total Company stockholders’ equity |
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Noncontrolling interest |
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( |
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( |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
XPERI HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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Three Months Ended |
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March 31, 2022 |
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March 31, 2021 |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash from operating activities: |
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Depreciation of property and equipment |
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Amortization of intangible assets |
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Stock-based compensation expense |
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Deferred income taxes |
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Other |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Unbilled contracts receivable |
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( |
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Other assets |
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( |
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Accounts payable |
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Accrued and other liabilities |
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( |
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Deferred revenue |
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Net cash from operating activities |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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( |
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Proceeds from sale of property and equipment |
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Purchases of intangible assets |
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( |
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( |
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Purchases of short-term investments |
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( |
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( |
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Proceeds from sales of investments |
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Proceeds from maturities of investments |
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Net cash from investing activities |
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( |
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Cash flows from financing activities: |
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Dividends paid |
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( |
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( |
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Repayment of debt |
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( |
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( |
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Proceeds from employee stock purchase program and exercise of stock options |
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Repurchases of common stock |
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( |
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( |
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Net cash from financing activities |
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( |
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( |
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Effect of exchange rate changes on cash and cash equivalents |
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( |
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( |
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Net increase (decrease) in cash and cash equivalents |
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( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Interest paid |
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$ |
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$ |
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Income taxes paid, net of refunds |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
XPERI HOLDING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(in thousands)
(unaudited)
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Total Company Stockholders' Equity |
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Three Months Ended March 31, 2022 |
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Common Stock |
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Additional Paid-In |
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Treasury Stock |
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Accumulated Other Comprehensive |
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Retained |
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Noncontrolling |
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Shares |
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Amount |
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Capital |
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Shares |
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Amount |
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Loss |
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Earnings |
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Interest |
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Total Equity |
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Balance at January 1, 2022 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
( |
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$ |
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Issuance of subsidiary shares to noncontrolling interest |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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— |
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Net income (loss) |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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Cash dividends paid on common stock ($ |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Issuance of common stock in connection with exercise of stock options |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock in connection with employee stock purchase plan |
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— |
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— |
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— |
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— |
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— |
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Issuance of restricted stock, net of shares canceled |
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— |
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— |
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— |
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— |
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— |
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— |
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Repurchases of common stock, shares exchanged |
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( |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Shares exchanged and returned to assumed plans |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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— |
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Repurchases of common stock |
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( |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2022 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Total Company Stockholders' Equity |
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Three Months Ended March 31, 2021 |
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Common Stock |
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Additional Paid-In |
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Treasury Stock |
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Accumulated Other Comprehensive |
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Retained |
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Noncontrolling |
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Shares |
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Amount |
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Capital |
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Shares |
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Amount |
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Income (Loss) |
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Earnings |
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Interest |
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Total Equity |
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Balance at January 1, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
( |
) |
|
$ |
|
|
|
Issuance of subsidiary shares to noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Cash dividends paid on common stock ($ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Issuance of common stock in connection with exercise of stock options |
|
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