UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
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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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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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. Yes ☐
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.
Large accelerated filer |
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Accelerated filer |
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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 ☐ No
The number of shares outstanding of the registrant’s common stock as of October 31, 2022 was
XPERI INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022
TABLE OF CONTENTS
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Item 1. |
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3 |
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4 |
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Condensed Consolidated Balance Sheets – September 30, 2022 and December 31, 2021 |
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Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2022 and 2021 |
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Condensed Consolidated Statements of Equity – Three and Nine Months Ended September 30, 2022 and 2021 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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42 |
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43 |
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
XPERI INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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September 30, |
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September 30, |
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Revenue: |
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$ |
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$ |
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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 and development |
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Selling, general and administrative |
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Depreciation expense |
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Amortization expense |
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Goodwill impairment |
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— |
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— |
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Total operating expenses |
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Operating loss |
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Other income (expense), net |
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Loss before taxes |
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Provision for income taxes |
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Net loss |
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$ |
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$ |
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Less: net loss attributable to noncontrolling interest |
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Net loss attributable to the Company |
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$ |
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$ |
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$ |
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$ |
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Loss per share attributable to the Company |
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Basic and Diluted loss per share |
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$ |
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$ |
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$ |
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Number of Basic and Diluted shares outstanding |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
XPERI INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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September 30, |
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September 30, |
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Net loss |
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$ |
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$ |
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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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Comprehensive loss |
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Less: comprehensive loss attributable to noncontrolling interest |
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Comprehensive loss attributable to the Company |
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$ |
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$ |
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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 INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for par value)
(unaudited)
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September 30, |
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December 31, |
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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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Accounts receivable, net |
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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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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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— |
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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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Company stockholders’ equity: |
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Net Parent company investment |
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— |
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Preferred stock: $ |
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Common stock: $ |
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— |
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Additional paid-in capital |
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— |
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Accumulated other comprehensive loss |
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Accumulated deficit |
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— |
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Total Company stockholders’ equity |
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Noncontrolling interest |
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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 INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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Nine Months Ended |
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September 30, 2022 |
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September 30, 2021 |
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Cash flows from operating activities: |
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Net loss |
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$ |
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$ |
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Adjustments to reconcile net loss 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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Goodwill impairment |
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— |
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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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Other assets |
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Accounts payable |
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Accrued and other liabilities |
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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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Purchases of intangible assets |
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Net cash paid for acquisitions |
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Net cash from investing activities |
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Cash flows from financing activities: |
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Net proceeds from Parent capital contributions |
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— |
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Net transfers from Parent |
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Net cash from financing activities |
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Effect of exchange rate changes on cash and cash equivalents |
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Net increase in cash and cash equivalents |
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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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Debt issued in connection with acquisition |
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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 INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(in thousands)
(unaudited)
Three Months Ended September 30, 2021 and 2022 |
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Common Stock |
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Additional |
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Net Parent |
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Accumulated |
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Accumulated |
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Noncontrolling |
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Shares |
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Amount |
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Capital |
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Investment |
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Income (Loss) |
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Deficit |
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Interest |
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Total Equity |
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Balance at July 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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$ |
— |
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$ |
( |
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$ |
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Net 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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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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Issuance of equity 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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Net transfers from Parent |
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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 September 30, 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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$ |
— |
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$ |
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$ |
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Balance at July 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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$ |
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Net 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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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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Issuance of equity 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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