UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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): February 13, 2018
XPERI CORPORATION
(Exact name of Registrant as Specified in its Charter)
| Delaware | 001-37956 | 81-4465732 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3025 Orchard Parkway
San Jose, California 95134
(Address of Principal Executive Offices, including Zip Code)
(408) 321-6000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ☐ | 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)) |
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 February 13, 2018, Xperi Corporation (the “Company”) announced its financial results for the fourth quarter and the year ended December 31, 2017. 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 Item 2.02 of this report, 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 under that Section and shall not be deemed to be 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 No. |
Description | |
| 99.1 | Press Release dated February 13, 2018 | |
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: February 13, 2018 |
XPERI CORPORATION | |||||
| By: |
/s/ Robert Andersen | |||||
| Name: |
Robert Andersen | |||||
| Title: |
Executive Vice President and Chief Financial Officer | |||||
Exhibit 99.1
|
FOR IMMEDIATE RELEASE |
|
XPERI CORPORATION ANNOUNCES
FOURTH QUARTER AND FULL YEAR 2017 RESULTS
San Jose, Calif. (February 13, 2018) – Xperi Corporation (Nasdaq: XPER) (the “Company” or “we”) today announced financial results for the fourth quarter and full year ended December 31, 2017.
“2017 was a year of change for our company and despite some challenges, we achieved a number of significant milestones which we believe will drive meaningful long-term shareholder value,” said Jon Kirchner, chief executive officer of Xperi. “We successfully completed the integration of Tessera and DTS, met our synergy targets, and now operate as one company. Importantly, we refined Xperi’s long-term strategy to better position us to drive long term growth, increased cash flow and enhanced shareholder value. Over the year, we generated $147 million in operating cash flow, returned approximately $55 million to shareholders in the form of dividends and stock repurchases, and paid down $100 million of debt just after year end.”
Financial Highlights
($ in millions, except per share data)
| Q4 2017 | Q4 2016 | FY 2017 | FY 2016 | |||||||||||||
| Revenue |
$ | 126.6 | $ | 70.1 | $ | 373.7 | $ | 259.6 | ||||||||
| GAAP Net Income (Loss) |
$ | 5.6 | $ | (9.3 | ) | $ | (56.6 | ) | $ | 56.1 | ||||||
| Non-GAAP Net Income |
$ | 40.1 | $ | 23.3 | $ | 71.8 | $ | 106.7 | ||||||||
| GAAP EPS (LPS) |
$ | 0.11 | 1 | $ | (0.19 | ) | $ | (1.15 | ) | $ | 1.12 | |||||
| Non-GAAP EPS |
$ | 0.77 | $ | 0.45 | $ | 1.37 | $ | 2.06 | ||||||||
| Other Relevant Metrics | Q4 2017 | Q4 2016 | FY 2017 | FY 2016 | ||||||||||||
| Purchase Accounting Impact |
$ | 6.0 | 2 | $ | 0 | $ | 51.6 | 2 | $ | 0 | ||||||
| Operating Cash Flow |
$ | 61.6 | $ | 40.6 | $ | 147.3 | $ | 153.9 | ||||||||
| Cash, Cash Equivalents & S-T Investments |
$ | 200.7 | $ | 113.0 | $ | 200.7 | $ | 113.0 | ||||||||
| Total Debt |
$ | 594.0 | $ | 600.0 | $ | 594.0 | $ | 600.0 | ||||||||
| Debt Principal Paid |
$ | 1.5 | $ | 0 | $ | 6.0 | $ | 0 | ||||||||
| 1 | GAAP EPS for Q4 2017 reflects the impact of tax adjustments, primarily from the Tax Cuts and Jobs Act, which increased the tax provision by approximately $6.3 million as compared to the estimate in the Company’s preliminary GAAP EPS disclosure on January 24, 2018. This adjustment reduced the Company’s earnings per share from the previous estimate of $0.24 per diluted share to $0.11 per diluted share. |
| 2 | Purchase Accounting Impact represents receipts from contracts with customers that are not recorded as revenue due to purchase accounting rules, but which would have been recorded as revenue if not for the acquisition of DTS. Internally, management includes the cash flow impact from these contracts when evaluating the Company’s operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of its management team. |
Stock Repurchase Program
During the fourth quarter of 2017, the Company repurchased approximately 269 thousand shares of common stock for an aggregate amount of $5.3 million. These purchases were executed under the Company’s stock repurchase program. As of December 31, 2017, the Company had approximately $142.8 million remaining under its current repurchase program.
Dividends
On December 13, 2017, the Company paid $9.9 million to stockholders of record on November 22, 2017, for the quarterly cash dividend of $0.20 per share of common stock.
Additionally, on February 1, 2018, the Board of Directors approved a regular quarterly dividend of $0.20 per share of common stock, payable on March 22, 2018, to stockholders of record on March 1, 2018.
Debt Repricing
On January 23, 2018, the Company completed a successful repricing of its Term B Loans, reducing its borrowing rate by 75 basis points, to a new rate of Libor plus 250 basis points. In connection with the repricing, the Company paid down $100 million of its outstanding debt.
Financial Guidance
Consequent with the introduction of the new revenue accounting standard, ASC 606, the Company announced it would begin using billings as a key measure of business progress. As a result, the Company’s outlook is now based on billings rather than revenue. For additional information regarding the Company’s approach to guidance, please review the “ASC 606 Business Metrics and Guidance Approach” presentation given by the Company on January 25, 2018 at http://investor.xperi.com/events.cfm.
| Q1 2018 |
GAAP Outlook |
Non-GAAP Outlook | ||
| Billings |
$99M to 104M | $99M to 104M |
| FY 2018 |
GAAP Outlook |
Non-GAAP Outlook | ||
| Billings |
$415M to 445M | $415M to 445M | ||
| Operating Expense |
$394M to 412M | $245M to 263M | ||
| Cash Tax Payments |
$16M to 20M | $16M to 20M | ||
| Fully Diluted Shares |
50.5 million | 52.5 million | ||
| Operating Cash Flow |
$120M to 145M | $120M to 145M |
2
Conference Call Information
The Company will hold its fourth quarter 2017, earnings conference call at 2:00 PM Pacific time (5:00 PM Eastern time) on Tuesday, February 13, 2018. To access the call in the U.S., please dial +1 800-239-9838, and for international callers dial +1 323-794-2551, approximately 15 minutes prior to the start of the conference call. The conference ID is 8471030. The conference call will also be broadcast live over the Internet at www.xperi.com and available for replay for 90 days at www.xperi.com.
Safe Harbor Statement
This press release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ significantly from those projected, particularly with respect to the Company’s financial results and guidance and the Company’s long-term strategy. Material factors that may cause results to differ from the statements made include the plans or operations relating to the businesses of the Company; market or industry conditions; changes in patent laws, regulation or enforcement, or other factors that might affect the Company’s ability to protect or realize the value of its intellectual property; the expiration of license agreements and the cessation of related royalty income; the failure, inability or refusal of licensees to pay royalties; initiation, delays, setbacks or losses relating to the Company’s intellectual property or intellectual property litigations, or invalidation or limitation of key patents; fluctuations in operating results due to the timing of new license agreements and royalties, or due to legal costs; the risk of a decline in demand for semiconductors and products utilizing our audio and imaging technologies; failure by the industry to use technologies covered by the Company’s patents; the expiration of the Company’s patents; the Company’s ability to successfully complete and integrate acquisitions of businesses; the risk of loss of, or decreases in production orders from, customers of acquired businesses; financial and regulatory risks associated with the international nature of the Company’s businesses; failure of the Company’s products to achieve technological feasibility or profitability; failure to successfully commercialize the Company’s products; changes in demand for the products of the Company’s customers; limited opportunities to license technologies due to high concentration in applicable markets for such technologies; the impact of competing technologies on the demand for the Company’s technologies; and other developments in the markets in which the Company operates, as well as management’s response to any of the aforementioned factors. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this release.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in the Company’s recent reports on Form 10-K and Form 10-Q and other documents of the Company on file with the Securities and Exchange Commission (the “SEC”). The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov. Any forward-looking statements made or incorporated by reference herein are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its business or operations. Except to the extent required by applicable law, the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
3
About Xperi Corporation
Xperi Corporation (Nasdaq: XPER) and its brands, DTS, FotoNation, HD Radio, Invensas and Tessera, are dedicated to creating innovative technology solutions that enable extraordinary experiences for people around the world. Xperi’s solutions are licensed by hundreds of leading global partners and have shipped in billions of products in areas including premium audio, broadcast, automotive, computational imaging, computer vision, mobile computing and communications, memory, data storage, and 3D semiconductor interconnect and packaging. For more information, please call 408-321-6000 or visit www.xperi.com.
Xperi, DTS, Invensas, FotoNation, HD Radio, Tessera and their respective logos are trademarks or registered trademarks of affiliated companies of Xperi Corporation in the United States and other countries. All other company, brand and product names may be trademarks or registered trademarks of their respective companies.
Recurring and IP Episodic Revenue
Recurring revenue is defined as revenue from a license agreement or other agreement that is scheduled to occur over at least one year of time. IP episodic revenue is Semiconductor and IP licensing business revenue payable within one year pursuant to a contract. IP episodic revenue includes non-recurring engineering fees, initial license fees, back payments resulting from audits, damages awarded by courts or other tribunals, and lump sum settlement payments.
Importantly, a source of IP episodic revenue may become a source of recurring revenue, when, for example, a company settles litigation with the Company by paying a settlement amount and entering into a license agreement that calls for an initial license fee and ongoing royalty payment over several years. In this scenario, the settlement amount would be episodic revenue, as would the initial license fee, and the ongoing royalties would be recurring revenue.
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 discontinued operations, either one-time or ongoing non-cash acquired intangibles amortization charges, acquired in-process research and development, acquisition and related expenses, all forms of stock-based compensation, restructuring and other related exit costs, and related tax effects. The non-GAAP financial measures also exclude the effects of FASB Accounting Standards Codification 718, “Stock Compensation” upon the number of diluted shares used in calculating non-GAAP earnings per share. Management believes that the non-GAAP measures used in this release provide investors with important perspectives into the Company’s ongoing business performance. 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, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. All financial data is presented on a GAAP basis except where the Company indicates its presentation is on a non-GAAP basis.
4
Set forth below are reconciliations of Company’s reported GAAP net income (loss) to non-GAAP net income and GAAP to non-GAAP operating expenses guidance for 2018.
– Tables Follow –
Xperi PR Contact:
Jordan Miller, +1 818-436-1082
jordan.miller@xperi.com
Xperi Investor Relations Contact:
Geri Weinfeld, +1 818-436-1231
geri.weinfeld@xperi.com
SOURCE: XPERI CORP
XPER-E
# # #
5
XPERI CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| December 31, 2017 |
December 31, 2016* |
|||||||
| (unaudited) | ||||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 138,260 | $ | 65,626 | ||||
| Short-term investments |
62,432 | 47,379 | ||||||
| Accounts receivable, net |
17,010 | 15,863 | ||||||
| Unbilled contract receivables |
10,866 | 51,923 | ||||||
| Other current assets |
16,949 | 19,150 | ||||||
|
|
|
|
|
|||||
| Total current assets |
245,517 | 199,941 | ||||||
|
|
|
|
|
|||||
| Property and equipment, net |
34,442 | 38,855 | ||||||
| Intangible assets, net |
431,789 | 541,879 | ||||||
| Goodwill |
385,574 | 382,963 | ||||||
| Other assets |
12,702 | 22,798 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 1,110,024 | $ | 1,186,436 | ||||
|
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|
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|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 4,233 | $ | 7,531 | ||||
| Accrued legal fees |
7,483 | 7,505 | ||||||
| Accrued liabilities |
47,969 | 29,086 | ||||||
| Current portion of long-term debt |
34,451 | 6,000 | ||||||
| Deferred revenue |
2,686 | 895 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
96,822 | 51,017 | ||||||
|
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|
|
|
|||||
| Long-term deferred tax liabilities |
15,085 | 32,565 | ||||||
| Long-term debt, net |
545,211 | 577,239 | ||||||
| Other long-term liabilities |
17,330 | 17,830 | ||||||
| Stockholders’ equity: |
||||||||
| Common stock |
60 | 59 | ||||||
| Additional paid-in capital |
686,660 | 644,194 | ||||||
| Treasury stock |
(319,397 | ) | (300,114 | ) | ||||
| Accumulated other comprehensive loss |
(303 | ) | (148 | ) | ||||
| Retained earnings |
68,556 | 163,794 | ||||||
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|
|
|||||
| Total stockholders’ equity |
435,576 | 507,785 | ||||||
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|
|||||
| Total liabilities and stockholders’ equity |
$ | 1,110,024 | $ | 1,186,436 | ||||
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|
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| * | Derived from audited financial statements |
XPERI CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
| Three Months Ended December 31, |
Twelve Months Ended December 31, |
|||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Revenue: |
||||||||||||||||
| Royalty and license fees |
$ | 126,647 | $ | 70,135 | $ | 373,732 | $ | 259,565 | ||||||||
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|||||||||
| Total revenue |
126,647 | 70,135 | 373,732 | 259,565 | ||||||||||||
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| Operating expenses: |
||||||||||||||||
| Cost of revenue |
1,938 | 313 | 6,308 | 551 | ||||||||||||
| Research, development and other related costs |
27,684 | 15,740 | 105,849 | 44,738 | ||||||||||||
| Selling, general and administrative |
36,446 | 37,315 | 144,649 | 72,065 | ||||||||||||
| Amortization expense |
27,455 | 13,744 | 111,930 | 31,870 | ||||||||||||
| Litigation expense |
9,129 | 8,531 | 36,496 | 20,953 | ||||||||||||
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|||||||||
| Total operating expenses |
102,652 | 75,643 | 405,232 | 170,177 | ||||||||||||
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|||||||||
| Operating income (loss) |
23,995 | (5,508 | ) | (31,500 | ) | 89,388 | ||||||||||
| Interest expense |
(7,416 | ) | (2,409 | ) | (28,292 | ) | (2,409 | ) | ||||||||
| Other income and expense, net |
444 | 1,264 | 1,449 | 3,736 | ||||||||||||
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| Income (loss) before taxes |
17,023 | (6,653 | ) | (58,343 | ) | 90,715 | ||||||||||
| Provision for (benefit from) income taxes |
11,379 | 2,649 | (1,785 | ) | 34,626 | |||||||||||
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| Net income (loss) |
$ | 5,644 | $ | (9,302 | ) | $ | (56,558 | ) | $ | 56,089 | ||||||
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| Basic and diluted net income (loss) per share: |
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| Net income (loss) per share—basic |
$ | 0.11 | $ | (0.19 | ) | $ | (1.15 | ) | $ | 1.14 | ||||||
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| Net income (loss) per share—diluted |
$ | 0.11 | $ | (0.19 | ) | $ | (1.15 | ) | $ | 1.12 | ||||||
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| Cash dividends declared per share |
$ | 0.20 | $ | 0.20 | $ | 0.80 | $ | 0.80 | ||||||||
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| Weighted average number of shares used in per share calculations—basic |
49,217 | 48,603 | 49,251 | 49,187 | ||||||||||||
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| Weighted average number of shares used in per share calculations—diluted |
49,638 | 48,603 | 49,251 | 50,190 | ||||||||||||
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XPERI CORPORATION
RECONCILIATION FROM GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME
(in thousands, except per share amounts)
(unaudited)
| Three Months Ended December 31, |
Twelve Months Ended December 31, |
|||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| GAAP net income (loss) |
$ | 5,644 | $ | (9,302 | ) | $ | (56,558 | ) | $ | 56,089 | ||||||
| Adjustments to GAAP net income: |
||||||||||||||||
| Stock-based compensation expense: |
||||||||||||||||
| Research, development and other |
3,853 | 3,042 | 13,277 | 7,104 | ||||||||||||
| Selling, general and administrative |
5,648 | 7,019 | 20,185 | 13,997 | ||||||||||||
| Amortization of acquired intangibles |
27,455 | 13,744 | 111,930 | 31,870 | ||||||||||||
| Acquisition transaction costs |
9,339 | 1,837 | 11,100 | |||||||||||||
| Severance from DTS acquisition: |
||||||||||||||||
| Research, development and other |
510 | 1,379 | 734 | 1,379 | ||||||||||||
| Selling, general and administrative |
350 | 4,716 | 638 | 4,716 | ||||||||||||
| Post acquisition retention bonus to DTS employees: |
||||||||||||||||
| Research, development and other |
883 | 255 | 3,375 | 255 | ||||||||||||
| Selling, general and administrative |
2,785 | 986 | 11,128 | 986 | ||||||||||||
| Insurance settlement |
— | — | — | (5,000 | ) | |||||||||||
| Tax adjustments for non-GAAP items |
(7,051 | ) | (7,837 | ) | (34,785 | ) | (15,774 | ) | ||||||||
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| Non-GAAP net income |
$ | 40,077 | $ | 23,341 | $ | 71,761 | $ | 106,722 | ||||||||
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| Non-GAAP net income per share—diluted |
$ | 0.77 | $ | 0.45 | $ | 1.37 | $ | 2.06 | ||||||||
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| Weighted average number of shares used in per share calculations excluding the effects of stock based compensation—diluted |
52,344 | 51,321 | 52,238 | 51,884 | ||||||||||||
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XPERI CORPORATION
EPISODIC AND RECURRING REVENUE
(in thousands)
(unaudited)
| Three Months Ended December 31, |
Twelve Months Ended December 31, |
|||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Revenue: |
||||||||||||||||
| Episodic |
$ | 36,073 | $ | 10,100 | $ | 39,823 | $ | 15,786 | ||||||||
| Recurring |
90,574 | 60,035 | 333,909 | 243,779 | ||||||||||||
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| Total revenue |
$ | 126,647 | $ | 70,135 | $ | 373,732 | $ | 259,565 | ||||||||
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XPERI CORPORATION
RECONCILIATION FOR GUIDANCE ON
GAAP TO NON-GAAP OPERATING EXPENSE
(in millions)
(unaudited)
| Twelve months ended December 31, 2018 |
||||||||
| Low | High | |||||||
| Cost of revenue |
$ | 7 | $ | 10 | ||||
| R&D expense |
115 | 121 | ||||||
| SG&A expense |
133 | 137 | ||||||
| Litigation expense |
30 | 35 | ||||||
| Amortization |
109 | 109 | ||||||
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| GAAP expense |
394 | 412 | ||||||
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| Stock-based compensation—R&D |
(15 | ) | (15 | ) | ||||
| Stock-based compensation—SG&A |
(22 | ) | (22 | ) | ||||
| Acquisition & Related Expense—SG&A |
(3 | ) | (3 | ) | ||||
| Amortization |
(109 | ) | (109 | ) | ||||
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| Total of non-GAAP adjustments |
(149 | ) | (149 | ) | ||||
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| Non-GAAP expense |
$ | 245 | $ | 263 | ||||
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