[10-Q] Xperi Inc. Quarterly Earnings Report
Xperi Inc. reported Q1 2026 revenue of $114.2 million, essentially unchanged from a year earlier, but moved to an operating income of $2.2 million from a prior operating loss. The net loss improved to $7.8 million, or $0.17 per share, compared with a $18.4 million loss, or $0.41 per share, in Q1 2025.
Revenue mix shifted: Connected Car rose to $38.1 million and Media Platform to $11.7 million, while Pay‑TV and Consumer Electronics declined to $46.0 million and $18.4 million. Operating expenses fell 14% to $112.1 million, driven by lower research and development and selling, general and administrative costs following a restructuring that reduced headcount.
Xperi used $18.0 million of cash in operating activities and ended the quarter with $70.4 million in cash and cash equivalents. It had $40.0 million outstanding under a receivables-based credit facility and expects restructuring actions to deliver annualized savings of approximately $30–35 million.
Positive
- None.
Negative
- None.
Insights
Xperi held revenue flat but sharply cut its quarterly loss through cost reductions.
Xperi generated Q1 2026 revenue of $114.2 million, essentially unchanged year over year, while shifting to operating income of $2.2 million. Growth in Connected Car and Media Platform offset weakness in Pay‑TV and Consumer Electronics, reflecting a changing product mix.
Total operating expenses fell 14% to $112.1 million, with research and development down 32% and selling, general and administrative down 14%, helped by a restructuring that reduced about 250 roles. Stock‑based compensation also declined, lowering ongoing expense levels.
Cash used in operations was $18.0 million, and cash and cash equivalents stood at $70.4 million alongside $40.0 million drawn on an accounts‑receivable facility maturing in 2028. Management expects annualized savings of $30–35 million from the restructuring, so future filings will show how far these savings translate into sustained profitability and cash generation.
Key Figures
Key Terms
accounts receivable securitization financial
remaining performance obligations financial
stock-based compensation financial
cash flow hedges financial
allowance for credit losses financial
restructuring charges financial
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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(Zip Code) |
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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.
Large 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 ☐ No
The number of shares outstanding of the registrant’s common stock as of April 27, 2026 was
XPERI INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026
TABLE OF CONTENTS
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Page |
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Note About Forward-Looking Statements |
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3 |
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PART I |
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Item 1. |
Financial Statements (unaudited) |
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Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 |
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Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025 |
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5 |
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Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 |
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6 |
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Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 |
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7 |
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Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2026 and 2025 |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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27 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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34 |
Item 4. |
Controls and Procedures |
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34 |
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PART II |
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Item 1. |
Legal Proceedings |
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35 |
Item 1A. |
Risk Factors |
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35 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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35 |
Item 3. |
Defaults Upon Senior Securities |
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36 |
Item 4. |
Mine Safety Disclosures |
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36 |
Item 5. |
Other Information |
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36 |
Item 6. |
Exhibits |
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37 |
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Signatures |
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38 |
2
Note About Forward-Looking Statements
This quarterly report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements, which are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “could,” “would,” “may,” “will,” “intends,” “potentially,” “targets” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Quarterly Report. The identification of certain statements as “forward-looking” is not intended to mean that other statements not specifically identified are not forward-looking. All statements other than statements about historical facts are statements that could be deemed forward-looking statements, including, but not limited to, statements that relate to our future revenue, product development, demand, acceptance and market share, growth rate, competitiveness, gross margins, levels of research, development and other related costs, expenditures, tax expenses, cash flows, our management’s plans and objectives for our current and future operations, the levels of customer spending or research and development activities, disaggregation of revenue, general economic conditions, risks related to new or increased tariffs, interest rate risks, the impact of any acquisitions or divestitures on our financial condition and results of operations, our repurchase program, promissory note and notes receivable, the expected net proceeds, and use thereof, from our Perceive asset sale transaction, the sufficiency of financial resources to support future operations and capital expenditures, and our restructuring plan and related charges, anticipated cost savings and other effects.
Although forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks, uncertainties, and changes in condition, significance, value and effect, including those discussed under the heading “Risk Factors” in our Form 10-K (as defined below) and other documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC”), such as our quarterly reports on Form 10-Q and our current reports on Form 8-K. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from those expressed herein and in ways not readily foreseeable. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report and are based on information currently and reasonably known to us. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report, other than as required by law. Readers are urged to carefully review and consider the various disclosures made in this Quarterly Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
3
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 March 31, |
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2026 |
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2025 |
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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 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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Total operating expenses |
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Operating income (loss) |
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Interest and other income, net |
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Interest expense - debt |
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Income (loss) before taxes |
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Provision for income taxes |
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Net loss |
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Net loss per share - basic and diluted |
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$ |
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$ |
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Weighted-average number of shares used in computing net loss per share - basic and diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
XPERI INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Net loss |
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$ |
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$ |
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Other comprehensive (loss) income: |
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Reclassification of foreign currency translation adjustments into net loss upon liquidation of foreign subsidiaries |
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— |
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Unrealized (loss) gain on cash flow hedges |
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Comprehensive loss |
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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 BALANCE SHEETS
(in thousands, except par value)
(unaudited)
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March 31, 2026 |
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December 31, 2025 |
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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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Prepaid expenses and other current assets |
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Deferred consideration from divestiture |
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Total current assets |
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Note receivable, noncurrent |
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Deferred consideration from divestiture, noncurrent |
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Unbilled contracts receivable, noncurrent |
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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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Deferred tax assets |
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Other noncurrent assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' 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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Long-term debt |
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Deferred revenue, noncurrent |
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Operating lease liabilities, noncurrent |
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Deferred tax liabilities |
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Other noncurrent liabilities |
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Total liabilities |
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Commitments and contingencies (Note 13) |
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Stockholders' equity: |
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Preferred stock: $ |
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— |
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— |
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Common stock: $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Accumulated deficit |
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( |
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( |
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Total stockholders' equity |
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Total liabilities and stockholders' 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.
6
XPERI INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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Three Months Ended March 31, |
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2026 |
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2025 |
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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 used in operating activities: |
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Amortization of intangible assets |
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Stock-based compensation expense |
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Depreciation of property and equipment |
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Accrued interest income from note receivable |
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Accretion of discount from deferred consideration from divestitures |
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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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Prepaid expenses and other assets |
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( |
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( |
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Accounts payable |
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( |
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Accrued and other liabilities |
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( |
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Deferred revenue |
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( |
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( |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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Capitalized internal-use software |
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Purchases of intangible assets |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Repayment of short-term debt |
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Withholding taxes related to net share settlement of equity awards |
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Payment of debt issuance costs |
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Proceeds from long-term debt |
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Net cash used in financing activities |
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Net decrease 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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Income taxes paid, net of refunds |
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$ |
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$ |
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Interest paid |
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$ |
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$ |
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Supplemental disclosure of noncash investing and financing activities: |
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Unpaid withholding taxes related to net share settlement of equity awards |
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$ |
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$ |
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Costs capitalized for internal-use software included in accounts payable and accrued liabilities |
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$ |
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$ |
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Debt issuance costs included in accounts payable |
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$ |
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$ |
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Property and equipment included in accounts payable |
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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.
7
XPERI INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
Three Months Ended March 31, 2026 |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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Amount |
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Capital |
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Loss |
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Deficit |
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Equity |
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Balances at January 1, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Vesting of restricted stock units, net of tax withholding |
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( |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Unrealized loss on cash flow hedges |
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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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Balances at March 31, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Three Months Ended March 31, 2025 |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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Amount |
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Capital |
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Loss |
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Deficit |
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Equity |
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Balances at January 1, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Vesting of restricted stock units, net of tax withholding |
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( |
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— |
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— |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Reclassification of foreign currency translation adjustments into net loss upon liquidation of foreign subsidiaries |
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— |
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— |
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— |
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— |
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Unrealized gain on cash flow hedges |
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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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Balances at March 31, 2025 |
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$ |
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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.
8
XPERI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Xperi Inc. (“Xperi” or the “Company”) is a leading media and entertainment technology company headquartered in Silicon Valley with operations around the world. The Company’s technologies are integrated into consumer devices, connected cars, and a variety of media platforms worldwide, enabling its unique audiences to connect with entertainment content in a more intelligent, immersive, and personal way. As the Company’s audiences engage with content on its platform, the Company operates a global, cross-screen advertising solution that enables brands to reach millions of engaged consumers across its rapidly expanding digital entertainment ecosystem, driving increased value for its partners, customers, and consumers. The Company operates in
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The Company’s financial statements were prepared on a consolidated basis and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Unaudited Interim Financial Statements
The accompanying unaudited interim condensed consolidated financial statements are presented in accordance with the applicable rules and regulations of the SEC for interim financial information. The amounts as of December 31, 2025 have been derived from the Company’s annual audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 26, 2026 (the “Form 10-K”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, which consist of normal recurring adjustments, necessary to state fairly the financial position of the Company and its results of operations and cash flows as of and for the periods presented. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Form 10-K.
The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026 or any future period and the Company makes no representations related thereto.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The accounting estimates and assumptions that require management’s most significant, challenging, and subjective judgment include the estimation of licensees’ quarterly royalties prior to receiving the royalty reports, the determination of stand-alone selling price and the transaction price in an arrangement with multiple performance obligations, the fair value of note receivable and deferred consideration in connection with the AutoSense in-cabin safety business and related imaging solutions (the “AutoSense Divestiture”), the assessment of useful lives and recoverability of other intangible assets and long-lived assets, recognition and measurement of current and deferred income tax assets and liabilities, the assessment of unrecognized tax benefits, and valuation of performance-based awards with a market condition. Actual results experienced by the Company may differ from management’s estimates.
Concentration of Credit and Other Risks
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable, unbilled contracts receivable, a note receivable and deferred consideration from divestitures. The Company maintains cash and cash equivalents with large financial institutions, and at times, the deposits may exceed the federally insured limits. As part of its risk management processes, the Company performs periodic evaluations of the relative credit standing of these financial institutions. The Company has not sustained material credit losses from
9
instruments held at these financial institutions. In addition, the Company has cash and cash equivalents held in international bank accounts that are denominated in various foreign currencies and has established risk management strategies designed to minimize the impact of certain currency exchange rate fluctuations.
The Company believes that any concentration of credit risk in its accounts receivable and unbilled contracts receivable is substantially mitigated by its evaluation process and the high level of creditworthiness of its customers. The Company performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary, but generally requires no collateral.
As part of the consideration for the AutoSense Divestiture, the Company received a note receivable and deferred consideration from Tobii AB (“Tobii”). Both of these instruments are exposed to credit risk arising from default on repayment from Tobii. The credit risk associated with the note receivable is mitigated by establishing a floating lien and security interest in certain of Tobii’s assets, rights, and properties, whereas the deferred consideration is not secured by any collateral. The Company utilizes valuation methodologies such as internally generated cash flow projections on the principal and interest of each instrument, along with the review of certain other data points, to determine the likelihood that the note receivable or deferred consideration will be repaid. Further, the Company assesses each instrument for credit losses and provides a reserve if full payment on the instruments may not occur as expected, in which case the reserve reflects the excess of the amortized cost basis over the results of the cash flow projections. The Company expects Tobii to make full payment on both instruments in accordance with the underlying agreement. Accordingly,
Recent Accounting Pronouncements
The following are Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) that are relevant to the Company’s consolidated financial statements and related disclosures.
Accounting Standard Adopted
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The updated guidance simplifies the methodology of estimating expected credit losses for outstanding trade and other related receivables arising from revenue transactions by no longer requiring forecasted information to be considered, but only historical and current economic conditions pertaining to the collectibility of such receivables, if elected as a practical expedient upon adoption. The Company
Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. The standard will become effective for the Company’s 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the disclosures within its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This updated guidance eliminates the consideration of software project development stages and introduces additional considerations for the existing probability threshold assessment on completing a software development project. Entities are required to assess whether significant uncertainty exists in the development activities of the software before capitalizing any software costs, and such uncertainty is considered to exist if the project involves any technological innovations with novel and unproven features or unidentified significant performance requirements. The updated guidance will become effective for the Company in the first quarter of 2028 and may be adopted on
10
either a prospective basis, full retrospective basis, or modified prospective basis with a cumulative-effect adjustment through retained earnings. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
NOTE 2 – REVENUE
The Company derives the majority of its revenue from licensing its technologies and solutions to customers and groups its revenue into four categories: Pay-TV, Consumer Electronics (“CE”), Connected Car, and Media Platform product categories. Refer to Note 3—Revenue in the notes to the consolidated financial statements in the Form 10-K for detailed information regarding how revenue is recognized from these product categories.
Revenue from the Pay-TV category primarily includes licensing of the Company’s Pay-TV solutions, including Electronic Program Guides, TiVo video-over-broadband (“IPTV”) Solutions, Personalized Content Discovery and enriched Metadata. Revenue from the CE category primarily includes licensing of the Company’s audio technologies to CE manufacturers or their supply partners, generally in the form of royalty revenue based on units shipped or manufactured. Similar to CE, revenue from the Connected Car category primarily includes licensing of the Company’s digital radio solutions, automotive infotainment and related offerings to automotive manufacturers or their supply chain partners. Revenue from the Media Platform category primarily includes advertising, TV viewership data, metadata for ad measurement and programming analytics, and licensing of the Company’s middleware solutions.
The Company also generates non-recurring engineering (“NRE”) revenue within all of its product categories.
Revenue from each of advertising and NRE services was less than
Disaggregation of Revenue
The Company’s revenue that is recognized over time consists primarily of per unit royalties, per-subscriber per-month or monthly license fees, single performance obligations satisfied over time, and NRE services. Revenue that is recognized at a point in time consists primarily of fixed fee or minimum guarantee licensing contracts, hardware products, advertising and settlements/recoveries.
The following table summarizes revenue by timing of recognition (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Recognized over time |
|
$ |
|
|
$ |
|
||
Recognized at a point in time |
|
|
|
|
|
|
||
Total revenue |
|
$ |
|
|
$ |
|
||
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Pay-TV |
|
$ |
|
|
$ |
|
||
Consumer Electronics |
|
|
|
|
|
|
||
Connected Car |
|
|
|
|
|
|
||
Media Platform |
|
|
|
|
|
|
||
Total revenue |
|
$ |
|
|
$ |
|
||
11
The following table summarizes revenue by geographic location (in thousands):
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Amount |
|
|
Percentage of Revenue |
|
|
Amount |
|
|
Percentage of Revenue |
|
||||
U.S. and Canada (1) |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
Asia Pacific |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Europe, Middle East and Africa |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
The Company recognized a significant amount of revenue from licensees headquartered in Japan, China, and South Korea, which are within the Asia Pacific region. Revenue recognized from these countries is shown in the following table (in thousands):
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Amount |
|
|
Percentage of Revenue |
|
|
Amount |
|
|
Percentage of Revenue |
|
||||
Japan |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
||||
China |
|
|
|
|
|
|
|
|
|
|
|
|
||||
South Korea |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The following table presents additional revenue disclosures (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenue recognized in the period from: |
|
|
|
|
|
|
||
Amounts included in deferred revenue at the beginning of |
|
$ |
|
|
$ |
|
||
Performance obligations satisfied in previous periods (true |
|
$ |
( |
) |
|
$ |
( |
) |
Remaining Performance Obligations
Remaining performance obligations represent contracted revenue that has not yet been recognized. As of March 31, 2026, the
Year Ending December 31: |
|
Amounts |
|
|
2026 (remaining 9 months) |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
12
Allowance for Credit Losses
The following table presents the activity in the allowance for credit losses for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
Three Months Ended March 31, |
|
|||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||
|
|
Accounts Receivable |
|
|
Unbilled Contracts Receivable |
|
|
Accounts Receivable |
|
|
Unbilled Contracts Receivable |
|
||||
Beginning balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Provision for credit losses |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Recoveries/charge-off |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Ending balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
NOTE 3 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS
Prepaid expenses and other current assets consisted of the following (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Prepaid expenses |
|
$ |
|
|
$ |
|
||
Prepaid income taxes |
|
|
|
|
|
|
||
Prepaid other taxes |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Property and equipment, net consisted of the following (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Computer equipment and software |
|
$ |
|
|
$ |
|
||
Capitalized internal-use software |
|
|
|
|
|
|
||
Office equipment and furniture |
|
|
|
|
|
|
||
Building |
|
|
|
|
|
|
||
Land |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Total property and equipment |
|
|
|
|
|
|
||
Less: accumulated depreciation and amortization(1) |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
The following table summarizes the capitalization and amortization of internal-use software for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Costs capitalized associated with internal-use software |
|
$ |
|
|
$ |
|
||
Amortization of capitalized internal-use software |
|
|
|
|
|
|
||
13
Accrued liabilities consisted of the following (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Employee compensation and benefits |
|
$ |
|
|
$ |
|
||
Accrued expenses |
|
|
|
|
|
|
||
Accrued income taxes |
|
|
|
|
|
|
||
Current portion of operating lease liabilities |
|
|
|
|
|
|
||
Accrued royalties to third-parties |
|
|
|
|
|
|
||
Accrued rebates and other payments to customers |
|
|
|
|
|
|
||
Accrued revenue share |
|
|
|
|
|
|
||
Accrued other taxes |
|
|
|
|
|
|
||
Derivative liability associated with foreign exchange contracts |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
NOTE 4 – FINANCIAL INSTRUMENTS
Non-marketable Equity Securities
As of March 31, 2026 and December 31, 2025, other noncurrent assets included equity securities accounted for under the equity method with a carrying amount of $
Derivative Instruments
The Company uses a foreign exchange hedging strategy to hedge local currency expenses and reduce variability associated with anticipated cash flows. The Company’s derivative financial instruments consist of foreign currency forward contracts. These contracts have maturities that are generally twelve months or less. Fair values for derivative financial instruments are based on prices computed using third-party valuation models. All the significant inputs to the third-party valuation models are observable in active markets. Inputs include current market-based parameters such as forward rates, yield curves and credit default swap pricing.
Cash Flow Hedges
The Company designates its foreign currency forward contracts as cash flow hedges. The effective portion of the gain or loss on the derivatives are reported as a component of accumulated other comprehensive loss (“AOCL”) in stockholders’ equity and reclassified into net loss on the condensed consolidated statements of operations (unaudited) in the period the hedged transactions are settled.
The notional and fair values of all derivative financial instruments were as follows (in thousands):
|
Location in Balance Sheet |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Derivative instruments designated as cash flow hedges: |
|
|
|
|
|
|
|
||
Fair value—foreign exchange contract liabilities, net amount |
Accrued liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
||
Notional value held to buy U.S. dollars in exchange for other currencies |
|
|
$ |
|
|
$ |
|
||
Notional value held to sell U.S. dollars in exchange for other currencies |
|
|
$ |
|
|
$ |
|
||
All of the Company’s derivative financial instruments are eligible for netting arrangements that allow the Company and its counterparty to net settle amounts owed to each other. Derivative assets and liabilities that can be net settled under these arrangements have been presented in the Company's condensed consolidated balance sheets on a net basis.
14
The gross amounts of the Company’s foreign currency forward contracts and the net amounts recorded in the Company’s condensed consolidated balance sheets were as follows (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Gross amount of recognized assets |
|
$ |
|
|
$ |
|
||
Gross amount of recognized liabilities |
|
|
( |
) |
|
|
( |
) |
Net derivative liabilities |
|
$ |
( |
) |
|
$ |
( |
) |
The changes in AOCL related to the cash flow hedges consisted of the following (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Beginning balance |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive (loss) income before reclassification |
|
|
( |
) |
|
|
|
|
Amounts reclassified from accumulated other comprehensive loss (income) into net loss |
|
|
|
|
|
|
||
Net current period other comprehensive (loss) income |
|
|
( |
) |
|
|
|
|
Ending balance |
|
$ |
( |
) |
|
$ |
|
|
The following table summarizes the gains (losses) recognized upon settlement of the hedged transactions in the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Research and development |
|
$ |
|
|
$ |
( |
) |
|
Selling, general and administrative |
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
( |
) |
|
$ |
( |
) |
NOTE 5 – FAIR VALUE
The Company carries its financial instruments at fair value using an established fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value, with the exception of its note receivable, deferred consideration from divestitures, and long-term debt.
There are three levels of inputs used in the fair value hierarchy as follows:
Level 1 |
Quoted prices in active markets for identical assets. |
|
|
Level 2 |
Observable market-based inputs or unobservable inputs that are corroborated by market data. |
|
|
Level 3 |
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
The Company’s derivative financial instruments (as described in Note 4—Financial Instruments), consisting of foreign currency forward contracts, are reported at fair value on a recurring basis and classified as Level 2.
15
Financial Instruments Not Recorded at Fair Value
The following table presents the Company’s financial assets and liabilities recorded at their carrying amount, but for which the fair value is disclosed (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||
|
|
Carrying |
|
|
Estimated |
|
|
Carrying |
|
|
Estimated |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Note receivable, noncurrent |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Deferred consideration from divestitures (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AR Facility |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The fair value of the note receivable, including accrued interest, and the deferred consideration resulting from the AutoSense Divestiture and the Perceive Transaction were estimated based on an income and market approach with valuation inputs such as the U.S. Treasury constant maturity yields, comparable bond yields, and credit spreads over the term of the same or similarly issued instruments. They are classified within Level 2 of the fair value hierarchy.
The Company’s long-term debt includes the AR Facility (as defined in Note 8—Debt and Receivables Securitization) with a floating interest rate based on market conditions, whose carrying amount approximates its fair value. Long-term debt is classified within Level 2 of the fair value hierarchy.
NOTE 6 – DIVESTITURES
Perceive Corporation
In August 2024, the Company and one of its former subsidiaries, Perceive (“Seller”), of which the Company owned approximately
The Perceive Transaction did not represent a strategic shift that would have a major effect on the Company’s consolidated results of operations, and therefore, its results of operations were not reported as discontinued operations.
Holdback Consideration
Upon completion of the Perceive Transaction, the holdback consideration of $
The
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Holdback consideration |
|
$ |
|
|
$ |
|
||
Less: unamortized discount on holdback consideration |
|
|
( |
) |
|
|
( |
) |
Net carrying amount |
|
$ |
|
|
$ |
|
||
16
AutoSense In-cabin Safety Business and Related Imaging Solutions
In January 2024, the AutoSense Divestiture was completed for total consideration of $
In connection with the AutoSense Divestiture, the Company also recorded a liability of $
Note Receivable from Tobii AB
The Tobii Note, with a fixed interest rate of
The Tobii Note is secured by a floating lien and security interest in certain of Tobii’s assets, rights, and properties, and contains customary affirmative and negative covenants including the restrictions on incurring certain indebtedness, and certain change of control and asset sale events, but does not include any financial covenants.
The Tobii Note has the following scheduled principal repayments (in thousands):
Date of Principal Payment: |
|
Amount |
|
|
April 1, 2027 |
|
$ |
|
|
April 1, 2028 |
|
|
|
|
April 1, 2029 |
|
|
|
|
Total principal payments |
|
$ |
|
|
The Company elected to present accrued interest within the carrying amount of note receivable, noncurrent, in the condensed consolidated balance sheets. The carrying amount of the Tobii Note is as follows (in thousands):
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Outstanding principal amount |
|
$ |
|
|
$ |
|
||
Add: interest accrued to date |
|
|
|
|
|
|
||
Carrying amount—note receivable, noncurrent |
|
$ |
|
|
$ |
|
||
For the three months ended March 31, 2026 and 2025, the Company recognized interest income of $
Deferred Consideration
The deferred consideration consists of guaranteed future cash payments, which are scheduled to be made by Tobii in four annual payments as follows (in thousands):
Date of Payment: |
|
Amount |
|
|
February 15, 2028 |
|
$ |
|
|
February 15, 2029 |
|
|
|
|
February 15, 2030 |
|
|
|
|
February 15, 2031 |
|
|
|
|
Total future payments |
|
$ |
|
|
17
At the closing date of the Tobii Note, there was $
The
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Total deferred consideration |
|
$ |
|
|
$ |
|
||
Less: unamortized discount on deferred consideration |
|
|
( |
) |
|
|
( |
) |
Net carrying amount |
|
$ |
|
|
$ |
|
||
Contingent Consideration
The earnout represents potential incremental cash consideration, and the payment is contingent upon the achievement of certain targeted shipments, between January 1, 2024 and December 31, 2030, of qualified automotive products featuring the AutoSense in-cabin safety technology and the related imaging solutions.
At the closing date of the AutoSense Divestiture, the Company elected to apply the gain contingency guidance under Accounting Standards Codification No. 450—Contingencies, as it could not reasonably estimate shipment amounts. As a result, the Company deferred the recognition of the contingent consideration until it becomes realized or realizable.
NOTE 7 – INTANGIBLE ASSETS, NET
Identified intangible assets consisted of the following (in thousands):
|
|
March 31, 2026 |
|
|||||||||||||
|
|
Weighted-Average Remaining Useful Life |
|
|
Gross Amount |
|
|
Accumulated |
|
|
Net Carrying Value |
|
||||
Finite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquired patents |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Existing technology / content database |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Customer contracts and related relationships |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Trademarks/trade name |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Non-compete agreements |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total finite-lived intangible assets |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Indefinite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
TiVo tradename/trademarks |
|
N/A |
|
|
|
|
|
|
— |
|
|
|
|
|||
Total intangible assets |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
18
|
|
December 31, 2025 |
|
|||||||||||||
|
|
Weighted-Average Remaining Useful Life |
|
|
Gross Amount |
|
|
Accumulated |
|
|
Net Carrying Value |
|
||||
Finite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquired patents |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Existing technology / content database |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Customer contracts and related relationships |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Trademarks/trade name |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Non-compete agreements |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total finite-lived intangible assets |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Indefinite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
TiVo tradename/trademarks |
|
N/A |
|
|
|
|
|
|
— |
|
|
|
|
|||
Total intangible assets |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Year Ending December 31: |
|
Amounts |
|
|
2026 (remaining 9 months) |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total future amortization |
|
$ |
|
|
NOTE 8 – DEBT AND RECEIVABLES SECURITIZATION
PNC AR Facility
In February 2025, the Company borrowed $
The maximum amount potentially available to borrow, based on the eligibility of the trade receivables, is $
The Company accounted for the $
The Company capitalized fees incurred to establish the securitization program of $
The AR Facility contains customary covenants included in debt arrangements, and certain liquidity and related covenants involving various types of financial performance measures. If, at any time, the aggregate outstanding principal exceeds the
19
eligibility limit of the receivables, the Company is required to repay the excess amount borrowed immediately. The Company was in compliance with all covenants as of March 31, 2026.
Refer to Note 9—Debt and Receivables Securitization in the notes to the consolidated financial statements in the Form 10-K for further information related to the AR Facility.
Vewd Promissory Note
In connection with the acquisition of Vewd Software Holdings Limited (“Vewd”) on July 1, 2022, the Company issued a senior unsecured promissory note (the “Promissory Note”), scheduled to mature on
Total interest expense for debt was $
NOTE 9 – NET LOSS PER SHARE
The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net loss - basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
||
Weighted-average number of shares used in computing net loss per share - basic and diluted |
|
|
|
|
|
|
||
Net loss per share - basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Restricted stock units |
|
|
|
|
|
|
||
ESPP |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
NOTE 10 – STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION
Equity Incentive Plans
In October 2022, the Company adopted the Xperi Inc. 2022 Equity Incentive Plan (the “2022 EIP”), which allows the Company to grant equity-based awards to employees, non-employee directors, and consultants for services rendered to the Company. These awards are typically in the form of stock options, restricted stock units (“RSUs”), and performance-based awards.
As of March 31, 2026, there were
Stock Options
The Company has not granted additional stock options since October 2022. All outstanding stock options were fully vested and exercisable as of March 31, 2026, and were immaterial for financial statement disclosure purposes.
20
Restricted Stock Units
RSUs are granted at fair market value on the date of grant and typically have a time-based service condition with a vesting period of three or four years. RSUs also include performance-based awards (“PSUs”), which consist of both service and performance conditions and vest typically over three years.
RSU activity for the three months ended March 31, 2026 is as follows (in thousands, except per share amounts):
|
|
Number of |
|
|
Number of |
|
|
Total |
|
|
Weighted |
|
||||
Balance at December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Vested / released |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
$ |
|
||
Canceled / forfeited |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
$ |
|
|
Balance at March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Performance-Based Awards
From time to time, the Company may grant PSUs to senior executives, certain employees, and consultants. PSUs usually have a service condition, combined with either a performance or market condition. The performance condition is generally linked to one or more performance metrics of the Company, while the market condition is usually based on the achievement of specified stock price targets over a performance period determined by the Company, with the potential payout ranging from
For PSUs granted during the period with a market condition, the Company determined the fair value on the date of grant by using a Monte Carlo simulation on the date of grant with the following assumptions:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Expected life (years) |
|
|
|
|
|
|
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Dividend yield |
|
|
% |
|
|
% |
||
Expected volatility |
|
|
% |
|
|
% |
||
Employee Stock Purchase Plans
In October 2022, the Company adopted the Xperi Inc. 2022 Employee Stock Purchase Plan (as amended in December 2023, the “2022 ESPP”). The 2022 ESPP provides an offering period of
As of March 31, 2026, there were
21
Stock-Based Compensation
Total stock-based compensation expense for the three months ended March 31, 2026 and 2025 is as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cost of revenue, excluding depreciation and amortization of intangible assets |
|
$ |
|
|
$ |
|
||
Research and development |
|
|
|
|
|
|
||
Selling, general and administrative |
|
|
|
|
|
|
||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
||
Stock-based compensation expense categorized by award type for the three months ended March 31, 2026 and 2025 is summarized in the table below (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
RSUs |
|
$ |
|
|
$ |
|
||
PSUs |
|
|
|
|
|
|
||
ESPP |
|
|
|
|
|
|
||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
||
As of March 31, 2026, unrecognized stock-based compensation expense related to unvested equity-based awards is as follows (amounts in thousands):
|
|
March 31, 2026 |
|
|||||
|
|
Unrecognized Stock-Based Compensation |
|
|
Weighted-Average Period to Recognize Expense |
|
||
RSUs |
|
$ |
|
|
|
|
||
PSUs |
|
|
|
|
|
|
||
ESPP |
|
|
|
|
|
|
||
Total unrecognized stock-based compensation expense |
|
$ |
|
|
|
|
||
NOTE 11 – INCOME TAXES
For the three months ended March 31, 2026, the Company recorded an income tax expense of $
For the three months ended March 31, 2025, the Company recorded an income tax expense of $
As of March 31, 2026, gross unrecognized tax benefits of $
It is the Company’s policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. Recognition of interest and penalties related to unrecognized tax benefits was immaterial for the three months ended March 31, 2026 and 2025. As of March 31, 2026, accrued interest and penalties remained at $
22
NOTE 12 – LEASES
The Company subleases certain real estate to third parties. The sublease portfolio consists of operating leases for previously exited office space. Certain subleases include variable payments for operating costs. The subleases are generally co-terminus with the head lease, or shorter. Subleases generally do not include any residual value guarantees or restrictions or covenants imposed by the leases. Income from subleases is recognized as a reduction to selling, general and administrative expenses.
The components of operating lease costs were as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Fixed lease cost (1) |
|
$ |
|
|
$ |
|
||
Variable lease cost |
|
|
|
|
|
|
||
Less: sublease income |
|
|
( |
) |
|
|
( |
) |
Total operating lease cost |
|
$ |
|
|
$ |
|
||
The following table presents supplemental cash flow information arising from lease transactions (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash payments included in the measurement of operating lease liabilities |
|
$ |
|
|
$ |
|
||
ROU assets obtained in exchange for lease obligations |
|
$ |
— |
|
|
$ |
|
|
The weighted-average remaining term of the Company’s operating leases and the weighted-average discount rate used to measure the present value of the operating lease liabilities are as follows:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Weighted-average remaining lease term (in years) |
|
|
|
|
|
|
||
Weighted-average discount rate |
|
|
% |
|
|
% |
||
23
Future minimum lease payments and related lease liabilities as of March 31, 2026 were as follows (in thousands):
Year Ending December 31: |
|
Operating Lease Payments (1) |
|
|
Sublease Income |
|
|
Net Operating Lease Payments |
|
|||
2026 (remaining 9 months) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
2027 |
|
|
|
|
|
( |
) |
|
|
|
||
2028 |
|
|
|
|
|
( |
) |
|
|
|
||
2029 |
|
|
|
|
|
( |
) |
|
|
|
||
2030 |
|
|
|
|
|
— |
|
|
|
|
||
Thereafter |
|
|
|
|
|
— |
|
|
|
|
||
Total lease payments |
|
|
|
|
$ |
( |
) |
|
$ |
|
||
Less: imputed interest |
|
|
( |
) |
|
|
|
|
|
|
||
Present value of operating lease liabilities |
|
$ |
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Less: operating lease liabilities, current portion |
|
|
( |
) |
|
|
|
|
|
|
||
Noncurrent operating lease liabilities |
|
$ |
|
|
|
|
|
|
|
|||
(1)
NOTE 13 – COMMITMENTS AND CONTINGENCIES
Purchase and Other Contractual Obligations
In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements primarily include unconditional purchase obligations to service providers. As of March 31, 2026, the Company’s total future unconditional purchase obligations were approximately $
Indemnifications
In the normal course of business, the Company provides indemnifications of varying scopes and amounts to certain of its licensees, customers, and business partners against claims made by third parties arising from the use of the Company's products, intellectual property, services or technologies. The Company cannot reasonably estimate the possible range of losses that may be incurred pursuant to its indemnification obligations, if any. Variables affecting any such assessment include, but are not limited to: the scope of the contractual indemnification obligation; the nature of the third party claim asserted; the relative merits of the third party claim; the financial ability of the third party claimant to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and the willingness of such party to engage in settlement negotiations. The Company has received requests for indemnification, but to date none has been material and no liability has been recorded in the Company’s financial statements.
As permitted under Delaware law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is not material. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable the Company to recover any payments under the indemnification agreements from its insurers, should they occur.
Contingencies
The Company and its subsidiaries have been involved in litigation matters and claims in the normal course of business. In the past, the Company or its subsidiaries have litigated to enforce their respective patents and other intellectual property rights, to enforce the terms of license agreements, to determine infringement or validity of intellectual property rights, and to defend themselves or their customers against claims of infringement or breach of contract. The Company expects it or its subsidiaries may be involved in similar legal proceedings in the future, including proceedings to ensure proper and full payment of royalties
24
by licensees under the terms of their license agreements. Accruals for loss contingencies are recognized when a loss is probable, and the amount of such loss can be reasonably estimated.
An adverse decision in any legal actions could result in a loss of the Company’s proprietary rights, subject the Company to significant liabilities, require the Company to seek licenses from others, limit the value of the Company’s licensed technology or otherwise negatively impact the Company’s stock price or its business and consolidated financial results. Although considerable uncertainty exists, the Company does not anticipate that the disposition of any of these matters will have a material effect on its business or consolidated financial statements.
NOTE 14 - RESTRUCTURING
In November 2025, the Company approved a restructuring plan to improve cost efficiency and better align the operating structure with its long-term strategies and current market conditions. The plan involved reducing the Company’s global workforce by approximately
As a result of the workforce reduction, the Company recognized restructuring charges totaling $
The following table shows the amount of restructuring charges incurred and paid during the three months ended March 31, 2026 (in thousands):
|
|
Amounts |
|
|
Accrued restructuring charges at December 31, 2025 |
|
$ |
|
|
Restructuring charges incurred during the period |
|
|
|
|
Amounts paid during the period |
|
|
( |
) |
Accrued restructuring charges at March 31, 2026 |
|
$ |
|
|
NOTE 15 - SEGMENT RELATED INFORMATION
Xperi is a leading media and entertainment technology company and operates as a single operating and reportable segment.
25
The following table presents information about reported segment revenue, significant segment expenses, and segment net loss for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenue |
|
$ |
|
|
$ |
|
||
Less: |
|
|
|
|
|
|
||
Cost of revenue, excluding depreciation and amortization of intangible assets (1) |
|
|
|
|
|
|
||
Research and development (1) |
|
|
|
|
|
|
||
Selling, general and administrative (1) |
|
|
|
|
|
|
||
Depreciation expense |
|
|
|
|
|
|
||
Amortization expense |
|
|
|
|
|
|
||
Interest and other income, net |
|
|
( |
) |
|
|
( |
) |
Interest expense—debt |
|
|
|
|
|
|
||
Provision for income taxes |
|
|
|
|
|
|
||
Consolidated net loss |
|
$ |
( |
) |
|
$ |
( |
) |
26
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis is intended to promote understanding of our results of operations and financial condition and should be read in conjunction with the attached unaudited condensed consolidated financial statements and notes thereto, and with our audited financial statements and notes thereto for the fiscal year ended December 31, 2025 found in our Form 10-K filed by Xperi Inc. (“Xperi,” the “Company” “we,” “us,” “our,” and similar references) on February 26, 2026 (our “Form 10-K”).
Business Overview
We are a leading media and entertainment technology company. Our technologies are integrated into consumer devices, connected cars, and a variety of media platforms worldwide, enabling our unique audiences to connect with entertainment content in a more intelligent, immersive, and personal way. As our audiences engage with content on our platform, we operate a global, cross-screen advertising solution that enables brands to reach millions of engaged consumers across our rapidly expanding digital entertainment ecosystem, driving increased value for our partners, customers, and consumers. We operate in one reportable business segment and group our revenue into four categories: Pay-TV, Consumer Electronics, Connected Car and Media Platform. Headquartered in Silicon Valley with operations around the world, we have approximately 1,380 employees and more than 35 years of operating experience.
Macroeconomic Conditions
Macroeconomic conditions—including geopolitical conflicts in the Middle East, disruptions in global energy supplies, memory chip shortages, inflationary pressures, elevated interest rates, recessionary risks, volatility in financial and credit markets, changes in economic policy, reduced discretionary spending, tariffs, and global supply chain disruptions—have adversely affected, and may continue to adversely affect, our business and the businesses of our customers. While we closely monitor these developments and adjust our strategies where appropriate, the extent and duration of their impact on our business, operating results, and financial condition remain uncertain.
Restructuring Activities
In November 2025, we approved a restructuring plan designed to improve cost efficiency and better align our operating structure with our long-term strategies and prevailing market conditions. The plan involved a reduction of approximately 250 employees across all business and functional areas and became effective immediately. In connection with this plan, we incurred restructuring and related charges of $13.9 million and $0.3 million in the fourth quarter of 2025 and the first quarter of 2026, respectively, substantially all of which consisted of employee severance and related costs. As of March 31, 2026, approximately $1.0 million of restructuring charges remained accrued and are expected to be substantially settled by the end of the second quarter of 2026. Upon completion, we estimate that the reductions will generate annualized savings in the range of approximately $30 million to $35 million. For further information, refer to Note 14—Restructuring of the Notes to Condensed Consolidated Financial Statements.
27
Results of Operations
The following table presents our historical operating results for the periods indicated as a percentage of revenue:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenue |
|
|
100 |
% |
|
|
100 |
% |
Operating expenses: |
|
|
|
|
|
|
||
Cost of revenue, excluding depreciation and amortization of intangible assets |
|
|
27 |
|
|
|
26 |
|
Research and development |
|
|
24 |
|
|
|
35 |
|
Selling, general and administrative |
|
|
36 |
|
|
|
43 |
|
Depreciation expense |
|
|
4 |
|
|
|
2 |
|
Amortization expense |
|
|
7 |
|
|
|
8 |
|
Total operating expenses |
|
|
98 |
|
|
|
114 |
|
Operating income (loss) |
|
|
2 |
|
|
|
(14 |
) |
Interest and other income, net |
|
|
1 |
|
|
|
2 |
|
Interest expense - debt |
|
|
(1 |
) |
|
|
(1 |
) |
Income (loss) before taxes |
|
|
2 |
|
|
|
(13 |
) |
Provision for income taxes |
|
|
9 |
|
|
|
3 |
|
Net loss |
|
|
(7 |
)% |
|
|
(16 |
)% |
Comparison of the Three Months Ended March 31, 2026 and 2025
Revenue
We derive the majority of our revenue from licensing our technologies and solutions to customers. For our revenue recognition policy including descriptions of revenue-generating activities, refer to Note 2—Revenue of the Notes to the Condensed Consolidated Financial Statements (Unaudited).
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(dollars in thousands) |
|
|
|
|
||||||||||
Revenue |
|
$ |
114,206 |
|
|
$ |
114,033 |
|
|
$ |
173 |
|
|
|
0 |
% |
Revenue increased by $0.2 million, or approximately 0%, for the three months ended March 31, 2026, compared to the same period in the prior year. The increase was primarily driven by $8.5 million of growth in Connected Car and Media Platform revenue, partially offset by declines of $8.3 million in Consumer Electronics and Pay-TV revenue.
Connected Car revenue increased by $4.8 million compared to the first quarter of 2025, primarily due to higher minimum guarantee (“MG”) revenue from HD Radio. Media Platform revenue increased by $3.7 million, driven mainly by higher revenue from advertising and increased middleware solutions revenue.
These increases were partially offset by a $4.4 million decrease in Consumer Electronics revenue, primarily attributable to the absence of certain MG and settlement revenue recognized in the prior year, as well as memory-related challenges in certain end product categories. Pay‑TV revenue decreased by $3.9 million, reflecting declines in core guide products, consumer hardware, and related subscription revenue. This decline was partially offset by continued growth in TiVo video-over-broadband (“IPTV”) solutions.
28
Operating Expenses
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(dollars in thousands) |
|
|
|
|
||||||||||
Cost of revenue, excluding depreciation and amortization of intangible assets |
|
$ |
30,880 |
|
|
$ |
29,599 |
|
|
$ |
1,281 |
|
|
|
4 |
% |
Research and development |
|
|
27,083 |
|
|
|
39,549 |
|
|
|
(12,466 |
) |
|
|
(32 |
)% |
Selling, general and administrative |
|
|
41,787 |
|
|
|
48,698 |
|
|
|
(6,911 |
) |
|
|
(14 |
)% |
Depreciation expense |
|
|
4,261 |
|
|
|
2,905 |
|
|
|
1,356 |
|
|
|
47 |
% |
Amortization expense |
|
|
8,044 |
|
|
|
9,722 |
|
|
|
(1,678 |
) |
|
|
(17 |
)% |
Total operating expenses |
|
$ |
112,055 |
|
|
$ |
130,473 |
|
|
$ |
(18,418 |
) |
|
|
(14 |
)% |
Cost of Revenue, Excluding Depreciation and Amortization of Intangible Assets
Cost of revenue, excluding depreciation and amortization of intangible assets, consists primarily of employee-related costs, royalties paid to third parties, content and data costs, hosting fees, maintenance costs and an allocation of facilities costs, as well as service center and other expenses related to providing our offerings and non-recurring engineering services.
Cost of revenue, excluding depreciation and amortization of intangible assets, for the three months ended March 31, 2026 was $30.9 million, compared to $29.6 million for the same period in the prior year, representing an increase of $1.3 million, or 4%. The increase was primarily attributable to higher costs associated with advertising revenue.
Research and Development
Research and development (“R&D”) costs consist primarily of employee-related costs, stock-based compensation (“SBC”) expense, engineering consulting expenses associated with new product and technology development, product commercialization, quality assurance and testing costs, as well as other costs related to patent applications and examinations, materials, supplies, and an allocation of facilities costs. Other than certain software development costs that are capitalized, all research and development costs are expensed as incurred.
R&D expense for the three months ended March 31, 2026 was $27.1 million, compared to $39.5 million for the same period in the prior year, representing a decrease of $12.4 million, or 32%. The decrease was primarily driven by lower employee-related costs associated with restructuring activities and reduced SBC expense.
Selling, General and Administrative
Selling expenses consist primarily of compensation and related costs (including SBC expense) for sales and marketing personnel engaged in sales and licensee support, marketing programs, public relations, promotional materials, travel, and trade shows. General and administrative expenses consist primarily of compensation and related costs (including SBC expense) for management, information technology, finance and legal personnel, legal fees and related expenses, facilities costs, and professional services. Our general and administrative expenses, other than facilities-related expenses and fringe benefits, are not allocated to other expense line items.
Selling, general and administrative expenses for the three months ended March 31, 2026 were $41.8 million, compared to $48.7 million for the same period in the prior year, representing a decrease of $6.9 million, or 14%. The decrease was primarily attributable to lower employee-related costs resulting from restructuring activities, reduced SBC expense, and decreased information technology spending.
29
Stock-based Compensation
The following table sets forth our SBC expense for the three months ended March 31, 2026 and 2025 (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cost of revenue, excluding depreciation and amortization of intangible assets |
|
$ |
656 |
|
|
$ |
1,044 |
|
Research and development |
|
|
2,263 |
|
|
|
4,423 |
|
Selling, general and administrative |
|
|
4,917 |
|
|
|
6,635 |
|
Total stock-based compensation expense |
|
$ |
7,836 |
|
|
$ |
12,102 |
|
We recognized SBC expense from restricted stock units and purchases made under our employee stock purchase plan (“ESPP”). The decrease of $4.3 million in SBC expense for the three months ended March 31, 2026, when compared to the same period of the prior year, was primarily driven by reduced employee headcount, and RSUs granted over time at lower valuations.
Depreciation Expense
We recognized depreciation expense for certain equipment, capitalized internal-use software, leasehold improvements, and buildings and improvements. Depreciation expense for the three months ended March 31, 2026 was $4.3 million, as compared to $2.9 million in the same period of the prior year, an increase of $1.4 million, or 47%. The increase was primarily driven by increased capitalized internal-use software costs over the past 12 months.
Amortization Expense
We recognized amortization expense for certain intangible assets we acquired in business combinations that are recognized separately from goodwill. Amortization expense for the three months ended March 31, 2026 was $8.0 million, as compared to $9.7 million in the same period of the prior year, a decrease of $1.7 million, or 17%. The decrease was primarily due to certain intangible assets becoming fully amortized over the past 12 months.
As a result of intangible assets we acquired in previous mergers and acquisitions, we anticipate that amortization expenses will continue to be a significant expense over the next several years. See Note 7—Intangible Assets, Net of the Notes to Condensed Consolidated Financial Statements (unaudited) for additional detail.
Interest and Other Income, Net
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(dollars in thousands) |
|
|
|
|
||||||||||
Interest and other income, net |
|
$ |
819 |
|
|
$ |
2,295 |
|
|
$ |
(1,476 |
) |
|
|
(64 |
)% |
Interest and other income, net, was lower in the three months ended March 31, 2026, as compared to the same period in the prior year, principally due to foreign currency transaction losses recognized in the first quarter of 2026.
Interest Expense—Debt
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
|
|
(dollars in thousands) |
|
|
|
|
||||||||||
Interest expense - debt |
|
$ |
(678 |
) |
|
$ |
(732 |
) |
|
$ |
54 |
|
|
|
(7 |
)% |
The interest expense on debt was $0.7 million in the three months ended March 31, 2026 and remained constant when compared to the same period in the prior year.
Provision for Income Taxes
For the three months ended March 31, 2026, we recorded an income tax expense of $10.1 million on a pretax income of $2.3 million, which resulted in an effective tax rate of 441.4%. The income tax expense for the three months ended March 31, 2026 was primarily related to foreign income taxes and foreign withholding taxes.
30
For the three months ended March 31, 2025, we recorded an income tax expense of $3.5 million on a pretax loss of $14.9 million, which resulted in an effective tax rate of (23.5)%. The income tax expense for the three months ended March 31, 2025 was primarily related to foreign withholding taxes and foreign income taxes.
The need for a valuation allowance requires an assessment of both positive and negative evidence when determining whether it is more-likely-than-not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis. In making such assessment, significant weight is given to evidence that can be objectively verified. After considering both positive and negative evidence to assess the recoverability of our net deferred tax assets, we determined that it was unlikely that our federal, certain state, and certain foreign deferred tax assets with valuation allowances will be realized. For jurisdictions that currently have valuation allowances, we intend to maintain valuation allowances until there is sufficient evidence to support the reversal of all or some portion of these allowances. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release depends on the level of profitability that we are able to achieve.
Liquidity and Capital Resources
The following table presents selected financial information related to our liquidity and significant sources and uses of cash and cash equivalents as of and for the periods presented:
|
|
As of |
|
|
|||||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
|
||
|
|
(dollars in thousands) |
|
|
|||||
Cash and cash equivalents |
|
$ |
70,422 |
|
|
$ |
96,824 |
|
|
Current ratio(1) |
|
|
2.4 |
|
|
|
2.4 |
|
|
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Net cash used in operating activities |
|
$ |
(18,015 |
) |
|
$ |
(22,258 |
) |
Net cash used in investing activities |
|
$ |
(4,834 |
) |
|
$ |
(4,207 |
) |
Net cash used in financing activities |
|
$ |
(3,553 |
) |
|
$ |
(16,111 |
) |
Our primary liquidity and capital resources are our cash and cash equivalents and borrowings available under an accounts receivable securitization program (the “AR Facility”) with PNC Bank, National Association and PNC Capital Markets LLC (“PNC”). Cash and cash equivalents were $70.4 million at March 31, 2026, a decrease of $26.4 million from $96.8 million at December 31, 2025. This decrease resulted primarily from cash used in operations of $18.0 million, $4.8 million of capital expenditures, including capitalized internal-use software costs, and $3.6 million in payments of withholding taxes on net share settlement of equity awards. For detailed information regarding the AR Facility, refer to “Long-Term Debt Financing” below. Subsequent to quarter end, on April 6, 2026, we received the $12.0 million indemnification holdback related to the Perceive Transaction completed in 2024.
For information about our material cash requirements, see “Liquidity and Capital Resources” in Part II, Item 7 of our Form 10-K. Our cash requirements have not changed materially since December 31, 2025.
Stock Repurchase Program
In April 2024, our Board of Directors (the “Board”) authorized the repurchase of up to $100.0 million of our common stock (the “Program”). Under the Program, we may make repurchases, from time to time, through open market purchases, block trades, privately negotiated transactions, accelerated share repurchase transactions, or other means. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under the Program. As of March 31, 2026, we have repurchased a total of approximately 2.2 million shares of common stock, since inception of the Program, at an average price of $9.23 per share for a total cost of approximately $20.0 million. We did not repurchase any common stock during the three months ended March 31, 2026. As of March 31, 2026, the total remaining amount available for repurchase was $80.0 million. We may continue to execute authorized repurchases from time to time under the Program. There is no guarantee that such repurchases under the Program will enhance the value of our common stock.
31
Cash Flows
Cash Flows from Operating Activities
Net cash used in operating activities was $18.0 million for the three months ended March 31, 2026, primarily due to our net loss of $7.8 million being further adjusted by $28.2 million of changes in operating assets and liabilities, including an increase of $17.8 million in unbilled contracts receivable and payment of employee annual bonuses for 2025 performance, partially offset by non-cash items such as SBC expense of $7.8 million, amortization of intangible assets of $8.0 million, and depreciation expense of $4.3 million.
Net cash used in operating activities was $22.3 million for the three months ended March 31, 2025, primarily due to our net loss of $18.4 million being further adjusted by $28.4 million of changes in operating assets and liabilities, including payment during the quarter of employee annual bonuses for 2024 performance, partially offset by non-cash items such as SBC expense of $12.1 million, amortization of intangible assets of $9.7 million, and depreciation expense of $2.9 million.
Cash Flows from Investing Activities
Net cash used in investing activities was $4.8 million and $4.2 million for the three months ended March 31, 2026 and 2025, respectively, which was related to capital expenditures, including capitalized internal-use software.
Capital Expenditures
Our capital expenditures for property and equipment consist primarily of purchases of computer hardware and software, capitalized internal-use software, information systems, and production and test equipment. We expect capital expenditures in 2026 to be approximately $20.0 million. These expenditures are expected to be paid with existing cash and cash equivalents. There can be no assurance that current expectations will be realized, and plans are subject to change upon further review of our capital expenditure needs.
Cash Flows from Financing Activities
Net cash used in financing activities was $3.6 million for the three months ended March 31, 2026, which reflected the payment of withholding taxes related to net share settlement of equity awards.
Net cash used in financing activities was $16.1 million for the three months ended March 31, 2025, primarily due to $5.3 million in payment of withholding taxes related to net share settlement of equity awards, and the $50.0 million voluntary repayment of the Vewd senior unsecured promissory note as described in “Long-Term Debt Financing” below, partially offset by $40.0 million in loan proceeds borrowed under the AR Facility with PNC.
Long-Term Debt Financing
In connection with the acquisition of Vewd in July 2022, we issued a senior unsecured promissory note (the “Promissory Note”) to the sellers of Vewd in the principal amount of $50.0 million, all of which was outstanding at December 31, 2024. Indebtedness outstanding under the Promissory Note bore an interest rate of 6.00% per annum, subject to certain potential adjustments. The Promissory Note was scheduled to mature on July 1, 2025. We were permitted, at any time and on any one or more occasions, to prepay all or any portion of the outstanding principal amount, plus accrued and unpaid interest, if any, under the Promissory Note without premium or penalty. On February 21, 2025, we voluntarily made a full principal payment of $50.0 million plus accrued interest by using a combination of cash on hand and a new long-term financing facility through the securitization of our accounts receivable as described below.
On February 21, 2025, we and Xperi SPV LLC (“Xperi SPV”), a special purpose subsidiary, entered into a Receivables Financing Agreement (the “RFA”) with PNC, and PNC Capital Markets LLC, and a Sale and Contribution Agreement (together with the RFA, the “RF Agreements”) among us, Xperi SPV and certain of our other wholly-owned subsidiaries to establish the AR Facility. Interest is payable on a monthly basis. The AR Facility is scheduled to terminate on February 21, 2028, unless terminated earlier pursuant to its terms. For a detailed description of the AR Facility, refer to Note 8— Debt and Receivables Securitization.
Upon entering into the RF Agreements on February 21, 2025, we borrowed $40.0 million under the AR Facility and selected the monthly Term SOFR Rate (as defined in the RFA). The RF Agreements contain various covenants that we believe are usual
32
and customary. The interest payments on the AR Facility debt, exclusive of the debt issuance costs and related amortization, are expected to be approximately $2.3 million for the next 12 months and may vary with changes in interest rates. In December 2025, we repaid $1.1 million of the outstanding principal as the aggregate outstanding principal at the time temporarily exceeded the eligibility limit of the receivables and subsequently drew down the same amount. As of March 31, 2026, we were in compliance with the covenants under the RF Agreements.
Liquidity
We believe our current cash and cash equivalents, together with borrowings or availability under our AR Facility, will be sufficient to meet our needs for at least the next 12 months from the issuance date of the Condensed Consolidated Financial Statements included in this Quarterly Report. As we assess growth strategies, we may need to supplement our cash and cash equivalents with additional outside sources. As part of our liquidity strategy, we will continue to monitor our earnings and cash flow as well as our ability to access the capital markets as needed.
Poor financial results, unanticipated expenses, unanticipated acquisitions of technologies or businesses or unanticipated strategic investments could give rise to additional financing requirements sooner than we expect. Equity or additional debt financing may not be available when needed or, if available, equity or debt financing may not be on terms satisfactory to us. Additionally, disruption and volatility in the global capital markets and economic uncertainties, including those driven by tariffs, have impacted corporate and consumer confidence and could continue to impact our capital resources and liquidity in the future.
We may supplement our short-term liquidity needs with access to capital markets, if necessary, and further strategic cost savings initiatives. Our access to capital markets may be constrained and our cost of borrowing may increase under certain business and market conditions, and our liquidity is subject to various risks including the risks identified in “Risk Factors” included in Part I, Item 1A of our Form 10-K.
Critical Accounting Estimates
During the three months ended March 31, 2026, there were no significant changes in our critical accounting estimates. For a discussion of our critical accounting estimates, see Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K.
Recent Accounting Pronouncements
See Note 1—Description of Business and Summary of Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements (Unaudited) included in this Quarterly Report for more information.
33
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There were no material changes to our exposure to market risk since December 31, 2025. For a discussion of our market risk, see Part II, Item 7A—Quantitative and Qualitative Disclosures About Market Risk in our Form 10-K.
Item 4. Controls and Procedures.
Evaluation of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of such date.
Change in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during the last fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
34
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
In the normal course of our business, we are involved in legal proceedings. In the past, we have litigated to enforce the terms of license agreements, determine infringement or validity of intellectual property rights, and defend ourselves or our customers against claims of infringement or breach of contract. We expect to continue to be involved in similar legal proceedings in the future. Although considerable uncertainty exists, our management does not anticipate that the disposition of these matters will have a material effect on our results of operations, consolidated financial position or liquidity. However, the disposition, costs, or liabilities could be material to our results of operations in the period recognized.
Item 1A. Risk Factors
Except as set forth below, there were no material changes to the risk factors previously disclosed in Part I, Item 1A. of our Form 10-K.
Our Media Platform business may not be successful in developing, maintaining, and expanding key relationships with manufacturers of TV and other streaming devices, Pay-TV Operators as well as content publishers.
Our monetization strategy depends on our ability to develop, maintain and expand our relationships with key TV and streaming device manufacturing partners, Pay-TV operators and content publishers. The initial focus of our monetization strategy was to launch TiVo OS in Smart TVs in the market, which is a relatively new market for our Media Platform business. Our strategy now includes TVs supported by our Pay-TV business in the United States. The overall success of our monetization strategy will depend in part on our ability to expand TiVo OS into additional Smart TVs for the United States and other international markets and maintain and grow our Pay-TV footprint in the United States. However, the competitive landscape continues to shift and there can be no assurance that we will be successful in further penetrating the European or U.S. markets with increased volume of Smart TVs, TVs supported by our Pay-TV business or additional partner relationships, or that we will be able to maintain such partner relationships.
We need to identify, establish and maintain relationships with content publishers to provide users with popular streaming services, channels and content. Furthermore, we need to develop new relationships with local content partners or enter into new arrangements with existing content publishers as we enter into new international markets or expand our services and features. Some TV manufacturers will not deploy TiVo OS unless specific content publishers are on the platform, while some content publishers will not enter into an arrangement with us until TiVo OS has a minimum number of Smart TVs on the platform. There can be no assurance that we will be able to secure or maintain relationships with the key content publishers.
We do not typically receive license revenue from our TiVo OS arrangements with manufacturers, and we expect to incur significant expenses in connection with these commercial agreements. In addition, Pay-TV’s broadband-only offerings generate lower licensing fees compared to our other Pay-TV offerings. The primary economic benefits that we expect to derive from these license arrangements are indirect, primarily from growing the number of active users to generate advertising-related revenue. If these arrangements do not result in an increase in active users, or if that growth does not result in an increase in advertising-related revenue, our business may be harmed. If we are not successful in maintaining existing and creating new relationships with manufacturing partners and Pay-TV operators, or if we encounter technological, content licensing, or other impediments to these relationships, our ability to grow our business could be adversely impacted. For example, increased demand arising from artificial intelligence infrastructure growth has constrained the availability of memory chips and increased their cost, which has led and may continue to lead some consumer electronics manufacturers to reduce their inventory forecast, forecast lower sales, or increase the pricing of their products, which has resulted in, and could continue to result in lower sales. If our manufacturing partners continue to reduce their forecasts or delay the market launch dates for distributing Smart TVs or other streaming devices with TiVo OS, our business may be harmed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) Not applicable.
(b) Not applicable.
(c) Purchases of Equity Securities by Issuer and Affiliated Purchasers.
We did not repurchase shares of our common stock during the three months ended March 31, 2026.
35
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(a) None.
(b) None.
(c) Securities Trading Arrangements of Directors and Section 16 Officers.
During the three months ended March 31, 2026, no director or “officer” (as defined in Rule 16a-1(f) of the Exchange Act) of the Company
36
Item 6. Exhibits.
Exhibit Number |
|
Exhibit Title |
|
|
|
2.1* |
|
Asset Purchase Agreement by and among Xperi Inc., Perceive Corporation and Amazon.com Services LLC, dated August 14, 2024 (Incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q on November 7, 2024, and incorporated herein by reference). |
|
|
|
3.1 |
|
Amended and Restated Certificate of Incorporation of Xperi Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2022). |
|
|
|
3.2 |
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Xperi Inc., dated May 29, 2024 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2024). |
|
|
|
3.3 |
|
Amended and Restated Bylaws of Xperi Inc. (Incorporated by reference to as Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024, and incorporated by reference herein). |
|
|
|
31.1 |
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |
|
|
|
31.2 |
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 |
|
|
|
32.1 |
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
101 |
|
Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
|
|
|
*Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(2) because the omitted information (i) is not material and (ii) is treated as confidential by the Company.
37
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 thereunto duly authorized.
Dated: May 7, 2026
XPERI INC. |
||
|
|
|
By: |
|
/s/ Robert Andersen |
|
|
Robert Andersen Chief Financial Officer |
38