Adeia Inc. 10-Q

Item 1. Financial Statements ADEIA INC. CONDENSED CONSOLIDATED S TATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Revenue $ 210,941 $ 219,379 $ 702,379 $ 663,247 Operating expenses: Cost of revenue, excluding depreciation and amortization of intangible assets 31,554 32,549 86,324 87,564 Research, development and other related costs 68,366 58,766 189,881 168,369 Selling, general and administrative 83,958 62,627 226,519 197,754 Depreciation expense 5,388 6,796 16,759 17,994 Amortization expense 40,808 52,388 119,293 156,825 Litigation expense 3,083 2,327 7,998 7,162 Goodwill impairment 354,000 — 354,000 — Total operating expenses 587,157 215,453 1,000,774 635,668 Operating income (loss) ( 376,216 ) 3,926 ( 298,395 ) 27,579 Interest expense ( 13,198 ) ( 8,532 ) ( 31,066 ) ( 30,400 ) Other income and expense, net 460 927 1,681 2,916 Loss on debt extinguishment — — — ( 8,012 ) Loss before taxes ( 388,954 ) ( 3,679 ) ( 327,780 ) ( 7,917 ) Provision for income taxes 865 42,698 44,536 35,807 Net loss $ ( 389,819 ) $ ( 46,377 ) $ ( 372,316 ) $ ( 43,724 ) Less: net loss attributable to noncontrolling interest ( 890 ) ( 1,310 ) ( 2,706 ) ( 2,826 ) Net loss attributable to the Company $ ( 388,929 ) $ ( 45,067 ) $ ( 369,610 ) $ ( 40,898 ) Loss per share attributable to the Company: Basic $ ( 3.72 ) $ ( 0.43 ) $ ( 3.55 ) $ ( 0.39 ) Diluted $ ( 3.72 ) $ ( 0.43 ) $ ( 3.55 ) $ ( 0.39 ) Weighted average number of shares used in per share calculations-basic 104,510 104,849 104,066 104,898 Weighted average number of shares used in per share calculations-diluted 104,510 104,849 104,066 104,898 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 ADEIA INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (unaudited) Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Net loss $ ( 389,819 ) $ ( 46,377 ) $ ( 372,316 ) $ ( 43,724 ) Other comprehensive income (loss), net of tax: Change in foreign currency translation adjustment ( 1,523 ) ( 598 ) ( 4,441 ) ( 1,563 ) Net unrealized loss on available-for-sale debt securities 42 2 64 2 Other comprehensive loss, net of tax ( 1,481 ) ( 596 ) ( 4,377 ) ( 1,561 ) Comprehensive loss ( 391,300 ) ( 46,973 ) ( 376,693 ) ( 45,285 ) Less: comprehensive loss attributable to noncontrolling interest ( 890 ) ( 1,310 ) ( 2,706 ) ( 2,826 ) Comprehensive loss attributable to the Company $ ( 390,410 ) $ ( 45,663 ) $ ( 373,987 ) $ ( 42,459 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 ADEIA INC. CONDENSED CONSOLIDA TED BALANCE SHEETS (in thousands, except for par value) (unaudited) September 30, 2022 December 31, 2021 ASSETS Current assets: Cash and cash equivalents $ 271,092 $ 201,121 Available-for-sale debt securities 1,399 60,534 Accounts receivable, net of allowance for credit losses of $ 2,705 and $ 3,102 , respectively 107,017 143,683 Unbilled contracts receivable, net 129,206 77,677 Other current assets 45,250 36,459 Total current assets 553,964 519,474 Long-term unbilled contracts receivable 44,715 4,107 Property and equipment, net 56,727 60,974 Operating lease right-of-use assets 62,691 68,498 Intangible assets, net 736,489 817,916 Goodwill, net 564,215 851,088 Other long-term assets 141,926 147,965 Total assets $ 2,160,727 $ 2,470,022 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 25,286 $ 7,811 Accrued liabilities 125,921 110,705 Current portion of long-term debt, net 36,267 36,095 Deferred revenue 37,921 35,136 Total current liabilities 225,395 189,747 Deferred revenue, less current portion 30,897 37,107 Long-term deferred tax liabilities 26,240 19,848 Long-term debt, net 752,170 729,392 Noncurrent operating lease liabilities 47,089 54,658 Other long-term liabilities 99,881 98,842 Total liabilities 1,181,672 1,129,594 Commitments and contingencies (Note 15 ) Company stockholders’ equity: Preferred stock: $ 0.001 par value; (2022: authorized 15,000 shares; 2021: authorized 15,000 shares; and no shares issued and outstanding) — — Common stock: $ 0.001 par value; (2022: authorized 350,000 shares, issued 116,930 shares, outstanding 105,059 shares; 2021: authorized 350,000 shares, issued 113,460 , outstanding 103,260 shares) 117 113 Additional paid-in capital 1,405,433 1,340,480 Treasury stock at cost (2022: 11,880 shares; 2021: 10,200 shares) ( 210,607 ) ( 178,022 ) Accumulated other comprehensive loss ( 5,129 ) ( 752 ) Retained earnings (accumulated deficit) ( 197,427 ) 187,814 Total Company stockholders’ equity 992,387 1,349,633 Noncontrolling interest ( 13,332 ) ( 9,205 ) Total equity 979,055 1,340,428 Total liabilities and equity $ 2,160,727 $ 2,470,022 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 ADEIA INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Nine Months Ended September 30, 2022 September 30, 2021 Cash flows from operating activities: Net loss $ ( 372,316 ) $ ( 43,724 ) Adjustments to reconcile net loss to net cash from operating activities: Depreciation of property and equipment 16,759 17,994 Amortization of intangible assets 119,293 156,825 Goodwill impairment 354,000 — Stock-based compensation expense 49,283 42,468 Deferred income taxes ( 1,761 ) ( 7,092 ) Loss on debt extinguishment — 8,012 Patent assets received in lieu of cash — ( 8,787 ) Other 4,312 8,474 Changes in operating assets and liabilities: Accounts receivable 40,075 ( 14,327 ) Unbilled contracts receivable ( 89,636 ) 30,708 Other assets 7,264 ( 3,956 ) Accounts payable 16,606 3,036 Accrued and other liabilities 2,508 ( 23,414 ) Deferred revenue ( 4,345 ) ( 304 ) Net cash from operating activities 142,042 165,913 Cash flows from investing activities: Purchases of property and equipment ( 12,576 ) ( 8,298 ) Proceeds from sale of property and equipment 86 19 Cash paid for acquisitions, net of cash acquired ( 50,473 ) ( 17,400 ) Purchases of intangible assets ( 290 ) ( 119 ) Purchases of short-term investments ( 4,490 ) ( 65,446 ) Proceeds from sales of investments 28,254 46,248 Proceeds from maturities of investments 35,176 33,436 Net cash from investing activities ( 4,313 ) ( 11,560 ) Cash flows from financing activities: Dividends paid ( 15,631 ) ( 15,752 ) Repayment of debt ( 30,375 ) ( 73,923 ) Debt refinancing costs — ( 6,843 ) Proceeds from employee stock purchase program and exercise of stock options 14,252 13,839 Repurchases of common stock ( 32,585 ) ( 75,235 ) Net cash from financing activities ( 64,339 ) ( 157,914 ) Effect of exchange rate changes on cash and cash equivalents ( 3,419 ) ( 1,189 ) Net increase (decrease) in cash and cash equivalents 69,971 ( 4,750 ) Cash and cash equivalents at beginning of period 201,121 170,188 Cash and cash equivalents at end of period $ 271,092 $ 165,438 Supplemental disclosure of cash flow information: Interest paid $ 26,797 $ 25,030 Income taxes paid, net of refunds $ 22,389 $ 22,151 Debt acquired in a business acquisition $ 50,000 $ — The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 ADEIA INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (in thousands) (unaudited) Total Company Stockholders' Equity Three Months Ended September 30, 2022 Common Stock Additional Paid-In Treasury Stock Accumulated Other Comprehensive Retained Earnings Noncontrolling Shares Amount Capital Shares Amount Loss (Accumulated Deficit) Interest Total Equity Balance at July 1, 2022 104,030 $ 116 $ 1,380,814 11,734 $ ( 206,757 ) $ ( 3,648 ) $ 196,715 $ ( 11,015 ) $ 1,356,225 Issuance of subsidiary shares to noncontrolling interest — — 1,427 — — — — ( 1,427 ) — Net loss — — — — — — ( 388,929 ) ( 890 ) ( 389,819 ) Other comprehensive loss — — — — — ( 1,481 ) — — ( 1,481 ) Cash dividends paid on common stock ($ 0.05 per share) — — — — — — ( 5,213 ) — ( 5,213 ) Issuance of common stock in connection with exercise of stock options 4 — 56 — — — — — 56 Issuance of common stock in connection with employee stock purchase plan 562 — 6,138 — — — — — 6,138 Issuance of restricted stock, net of shares canceled 714 1 — — — — — — 1 Repurchases of common stock, shares exchanged ( 251 ) — — 251 ( 3,850 ) — — — ( 3,850 ) Shares exchanged and returned to assumed plans — — — ( 105 ) — — — — — Stock-based compensation expense — — 16,998 — — — — — 16,998 Balance at September 30, 2022 105,059 $ 117 $ 1,405,433 11,880 $ ( 210,607 ) $ ( 5,129 ) $ ( 197,427 ) $ ( 13,332 ) $ 979,055 Total Company Stockholders' Equity Nine Months Ended September 30, 2022 Common Stock Additional Paid-In Treasury Stock Accumulated Other Comprehensive Retained Earnings Noncontrolling Shares Amount Capital Shares Amount Loss (Accumulated Deficit) Interest Total Equity Balance at January 1, 2022 103,260 $ 113 $ 1,340,480 10,200 $ ( 178,022 ) $ ( 752 ) $ 187,814 $ ( 9,205 ) $ 1,340,428 Issuance of subsidiary shares to noncontrolling interest — — 1,421 — — — — ( 1,421 ) — Net loss — — — — — — ( 369,610 ) ( 2,706 ) ( 372,316 ) Other comprehensive loss — — — — — ( 4,377 ) — — ( 4,377 ) Cash dividends paid on common stock ($ 0.05 per share) — — — — — — ( 15,631 ) — ( 15,631 ) Issuance of common stock in connection with exercise of stock options 9 — 118 — — — — — 118 Issuance of common stock in connection with employee stock purchase plan 1,301 1 14,131 — — — — — 14,132 Issuance of restricted stock, net of shares canceled 2,452 3 — — — — — — 3 Repurchases of common stock, shares exchanged ( 934 ) — — 934 ( 15,325 ) — — — ( 15,325 ) Shares exchanged and returned to assumed plans — — — ( 283 ) — — — — — Repurchases of common stock ( 1,029 ) 1,029 ( 17,260 ) ( 17,260 ) Stock-based compensation expense — — 49,283 — — — — — 49,283 Balance at September 30, 2022 105,059 $ 117 $ 1,405,433 11,880 $ ( 210,607 ) $ ( 5,129 ) $ ( 197,427 ) $ ( 13,332 ) $ 979,055 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 ADEIA INC. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (in thousands) (unaudited) Total Company Stockholders' Equity Three Months Ended September 30, 2021 Common Stock Additional Paid-In Treasury Stock Accumulated Other Comprehensive Retained Noncontrolling Shares Amount Capital Shares Amount Income (Loss) Earnings Interest Total Equity Balance at July 1, 2021 104,578 $ 112 $ 1,303,768 7,324 $ ( 120,542 ) $ 299 $ 257,905 $ ( 7,272 ) $ 1,434,270 Issuance of subsidiary shares to noncontrolling interest — — ( 10 ) — — — — 10 — Net loss — — — — — — ( 45,067 ) ( 1,310 ) ( 46,377 ) Other comprehensive loss — — — — — ( 596 ) — — ( 596 ) Cash dividends paid on common stock ($ 0.05 per share) — — — — — — ( 5,238 ) — ( 5,238 ) Issuance of common stock in connection with exercise of stock options 1 — 19 — — — — — 19 Issuance of common stock in connection with employee stock purchase plan 604 — 6,572 — — — — — 6,572 Issuance of restricted stock, net of shares canceled 888 1 — — — — — — 1 Repurchases of common stock, shares exchanged ( 334 ) — — 334 ( 7,073 ) — — — ( 7,073 ) Repurchases of common stock ( 1,229 ) — — 1,229 ( 24,838 ) — — — ( 24,838 ) Stock-based compensation expense — — 14,414 — — — — — 14,414 Balance at September 30, 2021 104,508 $ 113 $ 1,324,763 8,887 $ ( 152,453 ) $ ( 297 ) $ 207,600 $ ( 8,572 ) $ 1,371,154 Total Company Stockholders' Equity Nine Months Ended September 30, 2021 Common Stock Additional Paid-In Treasury Stock Accumulated Other Comprehensive Retained Noncontrolling Shares Amount Capital Shares Amount Income (Loss) Earnings Interest Total Equity Balance at January 1, 2021 104,775 $ 110 $ 1,268,471 5,407 $ ( 77,218 ) $ 1,264 $ 264,250 $ ( 5,758 ) $ 1,451,119 Issuance of subsidiary shares to noncontrolling interest — — ( 12 ) — — — — 12 — Net loss — — — — — — ( 40,898 ) ( 2,826 ) ( 43,724 ) Other comprehensive loss — — — — — ( 1,561 ) — — ( 1,561 ) Cash dividends paid on common stock ($ 0.15 per share) — — — — — — ( 15,752 ) — ( 15,752 ) Issuance of common stock in connection with exercise of stock options 39 — 779 — — — — — 779 Issuance of common stock in connection with employee stock purchase plan 1,237 1 13,057 — — — — — 13,058 Issuance of restricted stock, net of shares canceled 1,937 2 — — — — — — 2 Repurchases of common stock, shares exchanged ( 726 ) — — 726 ( 15,417 ) — — — ( 15,417 ) Repurchases of common stock ( 2,754 ) — — 2,754 ( 59,818 ) — — — ( 59,818 ) Stock-based compensation expense — — 42,468 — — — — — 42,468 Balance at September 30, 2021 104,508 $ 113 $ 1,324,763 8,887 $ ( 152,453 ) $ ( 297 ) $ 207,600 $ ( 8,572 ) $ 1,371,154 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8 ADEIA INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION Adeia Inc. (formerly known as Xperi Holding Corporation) (the "Company") a Delaware corporation, is one of the industry’s largest intellectual property ("IP") licensing platforms, with a diverse portfolio of media and semiconductor intellectual property and more than 9,500 patents and patent applications worldwide. On December 18, 2019, Xperi Corporation (“Xperi”) entered into an Agreement and Plan of Merger and Reorganization with TiVo Corporation (“TiVo”) to combine in an all-stock merger of equals transaction (the “Mergers”). Immediately following the consummation of the Mergers on June 1, 2020 (the “Merger Date”), Xperi Holding Corporation, a Delaware corporation founded in December 2019 under the name “XRAY-TWOLF HoldCo Corporation,” became the parent company of both Xperi and TiVo. The common stock of Xperi and TiVo were de-registered after completion of the Mergers. On June 2, 2020, Xperi Holding Corporation’s common stock, par value $ 0.001 per share, commenced trading on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “XPER.” On October 1, 2022, the Company completed the previously announced separation ("the Separation") of its product business into a separate, independent publicly traded company, Xperi Inc. ("Xperi Inc."). The Separation was structured as a spin-off (the "Spin-off"), which was achieved through the Company's distribution (the "Distribution") of 100 percent of the outstanding shares of Xperi Inc.'s common stock to holders of the Company's common stock as of the close of business on the record date of September 21, 2022 (the "Record Date"). Each Company stockholder of record received four shares of Xperi Inc. common stock for every ten shares of Company common stock that it held on the Record Date. Following the Separation, the Company retains no ownership in Xperi Inc., which is now listed under the ticker symbol "XPER" on the New York Stock Exchange. Effective at the open of business on October 3, 2022, the Company's shares of common stock, par value $ 0.001 per share, began trading on the Nasdaq Global Select Market under the new ticker symbol "ADEA". Xperi Inc. is a leading consumer and entertainment product/solutions licensing company. Xperi Inc. creates extraordinary experiences at home and on the go for millions of consumers around the world, elevating content and how audiences connect with it in a way that is more intelligent, immersive and personal. Powering smart devices, connected cars, entertainment experiences and more, Xperi Inc. has created a unified ecosystem that reaches highly engaged consumers and uncovers significant new business opportunities, now and in the future. Xperi Inc.’s technologies are integrated into billions of consumer devices, media platforms, and semiconductors worldwide, driving increased value for Xperi Inc.'s partners, customers and consumers. The Company's financial results for the three and nine months ended September 30, 2022 include Xperi Inc., and the discussion in these notes to the interim unaudited condensed consolidated financial statements describes the historical results and business of Xperi Inc. With the completion of the Separation, the Company will no longer consolidate Xperi Inc. into its financial results and the historical results of Xperi Inc. will be presented as discontinued operations in the Company's consolidated financial statements beginning in the fourth quarter of 2022. Additionally, as a result of the Separation, the Company changed its organizational structure in the fourth quarter of 2022, resulting in one reportable segment: IP Licensing. Since these organizational changes did not occur until the fourth quarter of 2022, the periods presented in this Form 10-Q are reported under historical segments. See “Note 16 - Segment and Geographic Information ” for additional information. The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The amounts as of December 31, 2021 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, 2021, filed on February 24, 2022 (the “Form 10-K”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary (consisting of normal recurring adjustments) 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 financial statements should be read in conjunction with the annual audited financial statements and notes thereto as of and for the year ended December 31, 2021, included in the Form 10-K. 9 The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022 or any future period and the Company makes no representations related thereto. In the fourth quarter of 2018, the Company funded a new subsidiary, Perceive Corporation (“Perceive”), which was created to focus on delivering edge inference solutions. As of September 30, 2022, the Company’s ownership interest in Perceive was approximately 77 %. The operating results of Perceive have been consolidated in the Company’s condensed consolidated financial statements for all periods presented. As of October 1, 2022 the Company had no ownership interest in Perceive as Xperi Inc. retained the ownership interest in connection with the Separation. Reclassification Certain reclassifications have been made to prior period balances in order to conform to the current period’s presentation. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no significant changes in the Company’s significant accounting policies during the nine months ended September 30, 2022, as compared to the significant accounting policies described in the Form 10-K. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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 estimation of variable consideration, the assessment of the recoverability of goodwill, 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 purchase accounting resulting from business combinations, among others. Actual results experienced by the Company may differ from management’s estimates. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ” (“ASU 2021-08”), which amends the guidance in ASC 805 to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (“Topic 606”). As a result of the amendments, it is expected that an acquirer will generally recognize and measure acquired contract assets and contract liabilities in a manner consistent with how the acquiree recognized and measured them in its preacquisition financial statements. ASU 2021-08 is effective for public business entities for fiscal years beginning after December 15, 2022 and early adoption is permitted. The Company elected to early adopt the new standard on January 1, 2022 . The adoption did no t have an impact on the Company’s condensed consolidated financial statements. Recent Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in ASU 2020-04 apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which provides further clarification on the scope of Topic 848 so that derivatives affected by the discounting transition are explicitly eligible for certain optional expedients and exceptions in Topic 848. ASU 2020-04 became effective upon issuance and may be applied prospectively to contract modifications made on or before December 31, 2022. ASU 2021-01 became effective upon issuance and may be applied on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or prospectively for contract modifications made on or before December 31, 2022. The Company currently has debt agreements that reference LIBOR and will apply the amendments prospectively through December 31, 2022 as these contracts are modified to reference other rates. 10 NOTE 3 – REVENUE Revenue Recognition General Revenue is recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services, which may include various combinations of goods and services which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of sales taxes collected from customers, which are subsequently remitted to governmental authorities. In situations where foreign withholding taxes are withheld by the Company’s licensee, revenue is recognized gross of withholding taxes that are remitted directly by the licensee to a local tax authority. Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are separately accounted for if they are distinct. In an arrangement with multiple performance obligations, the transaction price is allocated among the separate performance obligations on a relative stand-alone selling price basis. The determination of stand-alone selling price considers market conditions, the size and scope of the contract, customer and geographic information, and other factors. When observable prices are not available, stand-alone selling price for separate performance obligations is based on the cost-plus-margin approach, considering overall pricing objectives. The allocation of transaction price among performance obligations in a contract may impact the amount and timing of revenue recognized in the Condensed Consolidated Statements of Operations during a given period. When a contract with a customer includes a variable transaction price, an estimate of the consideration that the Company expects to be entitled to for transferring the promised goods or services is made at contract inception. The amount of variable consideration is estimated at contract inception by considering all available information (historical, current and forecast) at the time and is updated as additional information becomes available. The estimate of variable consideration is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Subsequent changes in the transaction price resulting from changes in the estimate of variable consideration are allocated to the performance obligations in the contract on the same basis as at contract inception. When variable consideration is in the form of a sales-based or usage-based royalty in exchange for a license of IP, or when a license of IP is the predominant item to which the variable consideration relates, revenue is recognized at the later of when the subsequent sale or usage occurs or the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied. Description of Revenue-Generating Activities The Company operates in two business segments. In its IP Licensing segment, the Company licenses its innovations to leading companies in the broader entertainment and semiconductor industries and those developing new technologies that will help drive these industries forward. Licensing arrangements include access to one or more of the Company’s foundational patent portfolios and may also include access to some of its industry-leading technologies and proven know-how. In its Product segment, the Company derives the majority of its revenue from licensing its technology to customers primarily through Technology License arrangements and Technology Solutions arrangements. For Technology License arrangements, the customer obtains rights to the technology delivered at the commencement of the agreement. For Technology Solutions arrangements, the customer receives access to a platform, media or data that includes frequent updates, where access to such updates is critical to the functionality of the technology. 11 IP License Arrangements In its IP Licensing segment, the Company licenses (i) its media patent portfolio (“Media IP licensing”) to multichannel video programming distributors, over-the-top video service providers, consumer electronics manufacturers, social media, and other new media companies and (ii) its semiconductor technologies and associated patent portfolio (“Semiconductor IP licensing”) to memory, sensor, radio frequency component, and foundry companies. The Company licenses its IP portfolios under three revenue models: (i) fixed-fee Media IP licensing, (ii) fixed-fee or minimum guarantee Semiconductor IP licensing, and (iii) per-unit or per-subscriber IP royalty licenses. Fixed-fee Media IP licensing The Company's fixed-fee Media IP licensing agreements, which are related to the TiVo businesses following the Mergers, provide its customers with rights to future patented technologies over the term of the agreement that are highly interdependent or highly interrelated to the patented technologies provided at the inception of the agreement. The Company treats these rights as a single performance obligation with revenue recognized on a straight-line basis over the term of the fixed-fee license agreement. At times, the Company enters into license agreements in which a licensee is released from past patent infringement claims or is granted a license to ship an unlimited number of units or for an unlimited number of subscribers over a future period for a fixed fee. In these arrangements, the Company allocates the transaction price between the release for past patent infringement claims and the future license which requires significant management judgment. In determining the stand-alone selling price of the release for past patent infringement claims and the future license, the Company considers such factors as the number of units shipped in the past or the number of past subscribers and the relevant geographies of the shipped units or subscribers, the future number of subscribers or units, as well as the licensing rate the Company generally receives for per-subscriber or units shipped in the same geographies. As the release from past patent infringement claims is generally satisfied at execution of the agreement, the transaction price allocated to the release from past patent infringement claims is generally recognized in the period the agreement is executed and the amount of transaction price allocated to the future license is recognized ratably over the future license term. Fixed-fee or minimum guarantee Semiconductor IP licensing The Company enters into Semiconductor IP licenses that have fixed fee or minimum guarantee arrangements, whereby licensees pay a fixed fee for the right to incorporate the Company’s IP technologies in the licensee’s products over the license term. In arrangements with a minimum guarantee, the fixed fee component corresponds to a minimum number of units or dollars that the customer must produce or pay, with additional per-unit fees for any units or dollars exceeding the minimum. The Company generally recognizes the full fixed fee as revenue at the beginning of the license term when the customer has the right to use the IP and begins to benefit from the license, net of the effect of any significant financing components calculated using customer-specific, risk-adjusted lending rates, with the related interest income being recognized over time on an effective rate basis. For minimum guarantee agreements where the customer exceeds the minimum, the Company recognizes revenue relating to any additional per-unit fees in the periods it believes the customer will exceed the minimum and adjusts the revenue based on actual usage once that is reported by the customer. Per-unit or per-subscriber IP royalty licenses The Company recognizes revenue from per-unit or per-subscriber IP royalty licenses in the period in which the licensee's sales or production are estimated to have occurred, which results in an adjustment to revenue when actual sales or production are subsequently reported by the licensee, which is generally in the month or quarter following usage or shipment. Estimating customers’ monthly or quarterly royalties prior to receiving the royalty reports requires the Company to make significant assumptions and judgments related to forecasted trends and growth rates used to estimate quantities shipped or manufactured by customers, which could have a material impact on the amount of revenue it reports on a quarterly basis. Technology License Arrangements The Company licenses its audio, digital radio and imaging technology to consumer electronics (“CE”) manufacturers, automotive manufacturers or their supply chain partners. 12 The Company generally recognizes royalty revenue from licenses based on units shipped or manufactured. Revenue is recognized in the period in which the customer’s sales or production are estimated to have occurred. This may result in an adjustment to revenue when actual sales or production are subsequently reported by the customer, generally in the month or quarter following sales or production. Estimating customers’ quarterly royalties prior to receiving the royalty reports requires the Company to make significant assumptions and judgments related to forecasted trends and growth rates used to estimate quantities shipped or manufactured by customers, which could have a material impact on the amount of revenue it reports on a quarterly basis. Certain customers enter into fixed fee or minimum guarantee agreements, whereby customers pay a fixed fee for the right to incorporate the Company’s technology in the customer’s products over the license term. In arrangements with a minimum guarantee, the fixed fee component corresponds to a minimum number of units or dollars that the customer must produce or pay, with additional per-unit fees for any units or dollars exceeding the minimum. The Company generally recognizes the full fixed fee as revenue at the beginning of the license term when the customer has the right to use the technology and begins to benefit from the license, net of the effect of any significant financing components calculated using customer-specific, risk-adjusted lending rates, with the related interest income being recognized over time on an effective rate basis. For minimum guarantee agreements where the customer exceeds the minimum, the Company recognizes revenue relating to any additional per-unit fees in the periods it believes the customer will exceed the minimum and adjusts the revenue based on actual usage once that is reported by the customer. Technology Solutions Arrangements Technology Solutions customers are primarily multi-channel video service providers, CE manufacturers, and end consumers. Technology Solutions revenue is primarily derived from licensing the Company’s Pay-TV solutions, Personalized Content Discovery, enriched Metadata, and viewership data; selling TiVo-enabled devices like the Stream 4K; and advertising. For Technology Solutions, the Company provides on-going media or data delivery, hosting and access to its platform, and software updates. For these solutions, the Company generally receives fees on a per-subscriber per-month basis or as a fixed fee, and revenue is recognized during the month in which the solutions are provided to the customer. For most of the Technology Solutions offerings, substantially all functionality is obtained through the Company’s continuous hosting and/or updating of the data and content. In these instances, the Company typically has a single performance obligation related to these ongoing activities in the underlying arrangement. For those arrangements that include multiple performance obligations, the Company allocates the consideration as described above and recognizes revenue for each distinct performance obligation when control of the promised goods or services is transferred to the customer. The Company also generates revenue from non-recurring engineering (“NRE”) services, advertising, and hardware products, each of which was less than 5% of total revenue for all periods presented. Practical Expedients and Exemptions The Company applies a practical expedient to not perform an evaluation of whether a contract includes a significant financing component when the timing of revenue recognition differs from the timing of cash collection by one year or less. The Company applies a practical expedient to expense costs to obtain a contract with a customer as incurred as a component of selling, general and administrative expenses when the amortization period would have been one year or less. The Company applies a practical expedient when disclosing revenue expected to be recognized from unsatisfied performance obligations to exclude contracts with customers with an original duration of less than one year ; amounts attributable to variable consideration arising from (i) a sales-based or usage-based royalty of an intellectual property license or (ii) when variable consideration is allocated entirely to a wholly unsatisfied performance obligation; or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation. 13 Revenue Details The following information depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors by disaggregating revenue by product category/end market and geographic location (presented in “Note 16 - Segment and Geographic Information ”). Revenue disaggregated by product category/end market was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 IP Licensing revenue $ 89,303 $ 101,647 $ 335,649 $ 301,507 Pay-TV 58,378 65,891 182,903 196,795 Consumer Electronics 33,561 21,234 101,145 75,054 Connected Car 20,224 20,449 60,798 65,869 Media Platform 9,475 10,158 21,884 24,022 Total Product revenue 121,638 117,732 366,730 361,740 Total revenue $ 210,941 $ 219,379 $ 702,379 $ 663,247 Contract Balances Contracts Assets Contract assets primarily consist of unbilled contracts receivable that are expected to be received from customers in future periods, where the revenue recognized to date exceeds the amount billed. The amount of unbilled contracts receivable may not exceed their net realizable value and are classified as long-term assets if the payments are expected to be received more than one year from the reporting date. Contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission, and deferred engineering costs for significant software customization or modification and set-up services to the extent deemed recoverable. Contract assets were recorded in the Condensed Consolidated Balance Sheets as follows (in thousands): September 30, 2022 December 31, 2021 Unbilled contracts receivable (1) $ 129,206 $ 77,677 Other current assets 1,057 1,150 Long-term unbilled contracts receivable (2) 44,715 4,107 Other long-term assets 1,979 2,310 Total contract assets $ 176,957 $ 85,244 (1) The unbilled contracts receivable increase relates primarily to a change in billing process and to the recognition of revenue from long-term contracts with two customers in the nine months ended September 30,2022. The change in billing process has no impact on the Company’s cash flows or results from operations. (2) The long-term unbilled contracts receivable increase relates primarily to the recognition of revenue from a multi-year contract with one customer in the nine months ended September 30, 2022. 14 Contract Liabilities Contract liabilities are mainly comprised of deferred revenue related to technology solutions arrangements, multi-period licensing, and other offerings for which the Company is paid in advance while the promised good or service is transferred to the customer at a future date or over time. Deferred revenue also includes amounts received related to professional services to be performed in the future. Deferred revenue arises when cash payments are received, including amounts which are refundable, in advance of performance obligations being completed. Allowance for Credit Losses The allowance for credit losses, which includes the allowance for accounts receivable and unbilled contracts receivable, represents the Company’s best estimate of lifetime expected credit losses inherent in those financial assets. The Company’s lifetime expected credit losses are determined using relevant information about past events (including historical experience), current conditions, and reasonable and supportable forecasts that affect collectability. The Company monitors its credit exposure through ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed necessary. In addition, the Company performs routine credit management activities such as timely account reconciliations, dispute resolution, and payment confirmations. The Company may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. The Company’s long-term unbilled contracts receivable is derived from fixed-fee or minimum-guarantee arrangements, primarily with large well-capitalized companies. It is generally considered to be of high credit quality due to past collection history and the nature of the customers. The following table presents the activity in the allowance for credit losses for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Accounts Receivable Unbilled Contracts Receivable Accounts Receivable Unbilled Contracts Receivable Beginning balance $ 2,740 $ 480 $ 3,102 $ 729 Provision for (reversal of) credit losses 99 7 70 ( 166 ) Recoveries — — ( 138 ) — Charged-off/other adjustments ( 134 ) — ( 329 ) ( 76 ) Balance at end of period $ 2,705 $ 487 $ 2,705 $ 487 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Accounts Receivable Unbilled Contracts Receivable Accounts Receivable Unbilled Contracts Receivable Beginning balance $ 4,131 $ 3,274 $ 7,336 $ 2,231 Provision for (reversal of) credit losses 464 ( 710 ) 2,213 ( 197 ) Recoveries ( 1,146 ) — ( 2,202 ) - Charged-off/other adjustments ( 72 ) — ( 3,970 ) (1 ) 530 Balance at end of period $ 3,377 $ 2,564 $ 3,377 $ 2,564 (1) The charge off of accounts receivable during the nine months ended September 30, 2021 was primarily related to a customer whose account had been substantially reserved for credit losses in 2020 due to deteriorating financial condition and delinquent payment history. 15 Additional Disclosures The following table presents additional revenue and contract disclosures (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue recognized in the period from: Amounts included in deferred revenue at the beginning of the period $ 6,260 $ 5,924 $ 24,126 $ 24,076 Performance obligations satisfied in previous periods (true ups, licensee reporting adjustments and settlements) (1) $ 4,660 $ 8,382 $ 31,163 (2) $ 41,298 (3) (1) True ups represent the differences between the Company’s quarterly estimates of per-unit royalty revenue and actual production/sales-based royalties reported by licensees in the following period. Licensee reporting adjustments represent corrections or revisions to previously reported per-unit royalties by licensees, generally resulting from the Company’s inquiries or compliance audits. Settlements represent resolutions of litigation during the period for past royalties owed pursuant to expired or terminated IP license agreements. (2) Includes past royalty revenue from the settlement of a contract dispute with a large mobile imaging customer, and the execution of a long-term license agreement with a leading consumer electronics and OTT service provider. The long-term license agreement was effective as of the expiration of the prior agreement. The Company recorded revenue from both the settlement and the license agreement, referred to above, in the second quarter of 2022 and expects to record revenue from both the settlement and the license agreement in future periods. (3) Includes past royalty revenue from the execution of long-term license agreements with three customers during the nine months ended September 30, 2021. Remaining revenue under contracts with performance obligations represents the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) under certain of the Company’s fixed fee arrangements and engineering services contracts. The Company's remaining revenue under contracts with performance obligations was as follows (in thousands): As of September 30, 2022 December 31, 2021 Revenue from contracts with performance obligations expected to be satisfied in: 2022 (remaining 3 months) $ 49,544 $ 176,646 2023 201,070 153,746 2024 156,173 122,488 2025 146,337 110,703 2026 29,553 10,735 Thereafter 60,761 4,441 Total $ 643,438 $ 578,759 16 NOTE 4 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS Other current assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Prepaid income taxes $ 6,331 $ 6,103 Prepaid expenses 22,232 18,616 Inventory* 9,082 5,101 Other 7,605 6,639 $ 45,250 $ 36,459 *All inventory is finished goods. Property and equipment, net, consisted of the following (in thousands): September 30, 2022 December 31, 2021 Equipment, furniture and other $ 90,015 $ 81,076 Building and improvements 18,331 18,331 Land 5,300 5,300 Leasehold improvements 26,451 25,535 140,097 130,242 Less: accumulated depreciation and amortization ( 83,370 ) ( 69,268 ) $ 56,727 $ 60,974 Other long-term assets consisted of the following (in thousands): September 30, 2022 December 31, 2021 Long-term deferred tax assets $ 3,977 $ 3,758 Non-current income tax receivable 102,524 118,085 Other assets 35,425 26,122 $ 141,926 $ 147,965 Accrued liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Employee compensation and benefits $ 44,367 $ 42,075 Third-party royalties 6,650 4,428 Accrued legal fees 8,668 7,190 Accrued expenses 32,131 30,899 Accrued severance 2,013 1,921 Current portion of operating lease liabilities 17,966 16,467 Accrued income taxes 10,185 2,791 Other 3,941 4,934 $ 125,921 $ 110,705 Other long-term liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Long-term income tax payable $ 93,459 $ 91,614 Other 6,422 7,228 $ 99,881 $ 98,842 17 Accumulated other comprehensive loss consisted of the following (in thousands): September 30, 2022 December 31, 2021 Unrealized loss on available-for-sale debt securities, net of tax $ ( 58 ) $ ( 122 ) Foreign currency translation adjustment, net of tax ( 5,071 ) ( 630 ) $ ( 5,129 ) $ ( 752 ) NOTE 5 – FINANCIAL INSTRUMENTS The Company has investments in debt securities which include corporate bonds and notes, treasury and agency notes and bills, commercial paper, certificates of deposit, and in equity securities consisting of money market funds. The Company classifies its debt securities as available-for-sale (“AFS”), which are accounted for at fair value with credit related losses recognized as a provision for credit loss expense in its Condensed Consolidated Statements of Operations and all non-credit related unrealized gains and losses recognized in accumulated other comprehensive income or loss on the Condensed Consolidated Balance Sheets. Under ASU 2016-01 (Topic 321), equity securities are measured at fair value with unrealized gains and losses recognized in other income and expense, net, on the Condensed Consolidated Statements of Operations. The following is a summary of marketable securities at September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Estimated Fair Values Marketable securities Commercial paper $ 27,384 $ — $ ( 8 ) $ — $ 27,376 Total debt securities 27,384 — ( 8 ) $ — 27,376 Money market funds 5,457 — — — 5,457 Total equity securities 5,457 — — — 5,457 Total marketable securities $ 32,841 $ — $ ( 8 ) $ — $ 32,833 Reported in: Cash and cash equivalents $ 31,434 Available-for-sale debt securities 1,399 Total marketable securities $ 32,833 December 31, 2021 Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit losses Estimated Fair Values Marketable securities Corporate bonds and notes $ 40,466 $ — $ ( 53 ) $ — $ 40,413 Commercial paper 49,609 — ( 18 ) — 49,591 Total debt securities 90,075 — ( 71 ) — 90,004 Money market funds 12,372 — — — 12,372 Total equity securities 12,372 — — — 12,372 Total marketable securities $ 102,447 $ — $ ( 71 ) $ — $ 102,376 Reported in: Cash and cash equivalents $ 41,842 Available-for-sale debt securities 60,534 Total marketable securities $ 102,376 At September 30, 2022 and December 31, 2021, the Company had $ 272.5 million and $ 261.7 million, respectively, in cash, cash equivalents and short-term investments. A significant portion of these amounts was held in marketable securities, as shown above. The remaining balance of $ 239.7 million and $ 159.3 million at September 30, 2022 and December 31, 2021, respectively, was cash held in operating accounts not included in the tables above. 18 Debt Securities The gross realized gains and losses on sales of marketable debt securities were not material during the three and nine months ended September 30, 2022 and 2021, respectively. Unrealized losses on AFS debt securities were not significant as of September 30, 2022 and December 31, 2021, respectively. The Company evaluated whether the decline in fair value has resulted from credit losses or other factors and concluded these amounts were related to temporary fluctuations in value of AFS securities and were due primarily to changes in interest rates and market conditions of the underlying securities. In addition, the contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. The Company does not intend to sell the debt securities and it is more-likely-than-not that it will not be required to sell the investments before recovery of their amortized cost bases. The Company did no t recognize a provision for credit losses related to its AFS debt securities for the three and nine months ended September 30, 2022 and 2021, respectively. The following table summarizes the fair value and gross unrealized losses related to individual AFS debt securities at September 30, 2022 and December 31, 2021, which have been in a continuous unrealized loss position, aggregated by investment category and length of time (in thousands): Less Than 12 Months 12 Months or More Total Fair Value September 30, 2022 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Cash and Cash Equivalents AFS Debt Securities Commercial paper $ 27,376 $ ( 8 ) $ — $ — $ 27,376 $ ( 8 ) $ 25,977 $ 1,399 Less Than 12 Months 12 Months or More Total Fair Value December 31, 2021 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Cash and Cash Equivalents AFS Debt Securities Corporate bonds and notes $ 29,807 $ ( 45 ) $ 10,382 $ ( 8 ) $ 40,189 $ ( 53 ) $ — $ 40,189 Commercial paper 48,091 ( 18 ) — — 48,091 ( 18 ) 29,470 18,621 Total $ 77,898 $ ( 63 ) $ 10,382 $ ( 8 ) $ 88,280 $ ( 71 ) $ 29,470 $ 58,810 The estimated fair value of marketable debt securities by contractual maturity at September 30, 2022 is shown below (in thousands). Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without penalties. Estimated Fair Value Due in one year or less $ 27,376 Non-marketable Equity Securities As of September 30, 2022 and December 31, 2021, other long-term assets included equity securities accounted for under the equity method with a carrying amount of $ 4.1 million and $ 4.8 million, respectively, and equity securities without a readily determinable fair value with a carrying amount of $ 0.1 million and $ 0.1 million, respectively. No impairments or adjustments to the carrying amount of the Company's equity securities without a readily determinable fair value were recognized in the three and nine months ended September 30, 2022 and 2021, respectively. 19 NOTE 6 – FAIR VALUE The Company follows the authoritative guidance for fair value measurement and the fair value option for financial assets and financial liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: 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. When applying fair value principles in the valuation of assets, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculates the fair value of its Level 1 and Level 2 instruments based on the exchange traded price of similar or identical instruments, where available, or based on other observable inputs. There were no significant transfers into or out of Level 1 or Level 2 that occurred between December 31, 2021 and September 30, 2022. The following sets forth the fair value, and classification within the hierarchy, of the Company’s assets required to be measured at fair value on a recurring basis as of September 30, 2022 (in thousands): Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Marketable securities Money market funds - equity securities (1) $ 5,457 $ 5,457 $ — $ — Commercial paper - debt securities (2) 27,376 — 27,376 — Total Assets $ 32,833 $ 5,457 $ 27,376 $ — (1) Reported as cash and cash equivalents in the Condensed Consolidated Balance Sheet. (2) Reported as cash and cash equivalents if purchased with an original maturity of three months or less at the date of purchase; otherwise reported as AFS debt securities in the Condensed Consolidated Balance Sheet. 20 The following sets forth the fair value, and classification within the hierarchy, of the Company’s assets required to be measured at fair value on a recurring basis as of December 31, 2021 (in thousands): Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Marketable securities Money market funds - equity securities (1) $ 12,372 $ 10,372 $ 2,000 $ — Corporate bonds and notes - debt securities (2) 40,413 — 40,413 — Commercial paper - debt securities (3) 49,591 — 49,591 — Total Assets $ 102,376 $ 10,372 $ 92,004 $ — (1) Reported as cash and cash equivalents in the Condensed Consolidated Balance Sheet. (2) Reported as AFS debt securities in the Condensed Consolidated Balance Sheet. (3) Reported as cash and cash equivalents if purchased with an original maturity of three months or less at the date of purchase; otherwise reported as AFS debt securities in the Condensed Consolidated Balance Sheet. Financial Instruments Not Recorded at Fair Value The Company’s long-term debt is carried at amortized cost and is measured at fair value on a quarterly basis for disclosure purposes. The carrying amounts and estimated fair values are as follows (in thousands): September 30, 2022 December 31, 2021 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Refinanced Term B Loans (1) $ 738,437 $ 712,592 $ 765,487 $ 764,530 Senior Unsecured Promissory Note 50,000 49,300 — — Total long-term debt, net $ 788,437 $ 761,892 $ 765,487 $ 764,530 (1) Carrying amounts of long-term debt are net of unamortized debt discount and issuance costs of $ 20.9 million and $ 24.3 million as of September 30, 2022 and December 31, 2021, respectively. See “Note 9 – Debt ” for additional information. If reported at fair value in the Condensed Consolidated Balance Sheets, the Company’s debt would be classified within Level 2 of the fair value hierarchy. The fair value of the debt was estimated based on the quoted market prices for the same or similar issues. NOTE 7 – BUSINESS COMBINATION MobiTV On May 31, 2021, the Company completed its acquisition (the "MobiTV Acquisition") of certain assets and assumption of certain liabilities of MobiTV, Inc. (“MobiTV”), a provider of application-based Pay-TV video delivery solutions. The MobiTV Acquisition expanded the Company’s IPTV Managed Service capabilities, which is expected to grow the addressable market for the Company’s IPTV products and further secure TiVo’s position as a leading provider of Pay-TV solutions. The net purchase price for the MobiTV Acquisition was $ 17.4 million in cash. 21 Purchase Price Allocation The MobiTV Acquisition has been accounted for as a business combination, using the acquisition method. The following table presents the allocation of the purchase price to the identifiable assets acquired and liabilities assumed based on the fair values at the acquisition date, with any excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded to goodwill, all of which is expected to be deductible for tax purposes. The following table sets forth the final purchase price allocation with no measure period adjustments identified (in thousands): Estimated Useful Life (years) Final Fair Value Other current assets $ 390 Property and equipment 9,223 Operating lease right-of-use assets 1,186 Identifiable intangible assets: Patents 10 5,000 Technology 6 3,260 Total identifiable intangible assets 8,260 Goodwill 4,059 Other long-term assets 115 Accrued liabilities ( 5,288 ) Noncurrent operating lease liabilities ( 545 ) Total purchase price $ 17,400 MobiTV Results of Operations The results of operations and cash flows relating to the business acquired pursuant to the MobiTV Acquisition have been included in the Company’s consolidated financial statements for periods subsequent to May 31, 2021, and the related assets and liabilities were recorded at their estimated fair values in the Company’s Consolidated Balance Sheet as of May 31, 2021. The operations acquired in the MobiTV Acquisition are included in the Company’s Product segment. Supplemental Pro Forma Information The following unaudited pro forma financial information assumes the MobiTV Acquisition was completed as of January 1, 2020. The unaudited pro forma financial information as presented below is for informational purposes only and is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information. This is not necessarily indicative of the results of operations that would have been achieved if the MobiTV Acquisition had taken place on January 1, 2020, nor is it necessarily indicative of future results. Consequently, actual results could differ materially from the unaudited pro forma financial information presented below. The following table presents the pro forma operating results as if the acquired operations of MobiTV had been included in the Company's Condensed Consolidated Statements of Operations as of January 1, 2020 (unaudited, in thousands): Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Revenue $ 219,379 $ 667,106 Net loss attributable to the Company $ ( 44,990 ) $ ( 56,628 ) The unaudited supplemental pro forma information above includes the following pro forma adjustments: removal of certain elements of the historical MobiTV business that were not acquired, elimination of inter-company transactions between MobiTV and TiVo, adjustments for transaction related costs, and adjustments to reflect the impact of purchase accounting adjustments. The unaudited supplemental pro forma information above does not include any cost saving synergies from operating efficiencies. 22 Vewd On July 1, 2022 (the "Acquisition Date"), the Company completed the acquisition of Vewd Software Holdings Limited ("Vewd" and the acquisition, the "Vewd Acquisition"), a provider of over-the-top ("OTT") and hybrid TV solutions . The acquisition establishes the Company as a leading independent streaming media platform through its TiVo brand and the largest independent provider of smart TV middleware globally. The total consideration was approximately $ 102.9 million, consisting of approximately $ 52.9 million of cash and $ 50 million of debt. See “Note 9 – Debt ” for additional information. Preliminary Purchase Price Allocation The Vewd Acquisition has been accounted for as a business combination, using the acquisition method. The following table presents the preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed based on the fair values at the acquisition date (in thousands): Estimated Useful Life (years) Estimated Fair Value Cash and cash equivalents $ 2,684 Accounts receivable 3,341 Unbilled contracts receivable 2,335 Other current assets 1,208 Property and equipment 443 Operating lease right-of-use assets 2,020 Identifiable intangible assets: Technology 7 28,050 Customer relationships - large 7 4,900 Customer relationships - small 4 3,500 Non-compete agreements 2 870 Trade name 5 830 Total identifiable intangible assets 38,150 Goodwill 68,115 Other long-term assets 977 Current liabilities ( 6,566 ) Long-term deferred tax liabilities ( 8,393 ) Noncurrent operating lease liabilities ( 1,094 ) Other long-term liabilities ( 307 ) Total purchase price $ 102,913 The above preliminary purchase price allocation, including the purchase consideration, is based on preliminary valuations and assumptions and is still subject to change within the measurement period as additional information is received, including potential changes to prepaid income taxes, current and non-current income taxes payable, deferred taxes, and other working capital adjustments. The final purchase price allocation is expected to be completed as soon as practicable, but not later than one year from the date of the acquisition. The following is a description of the method used to determine the fair values of significant assets and liabilities. Identifiable Intangible Assets Identifiable intangible assets primarily consist of technology, customer relationships, non-compete agreements and trade name. In determining the fair value, the Company utilized various forms of the income and cost approaches depending on the asset being fair valued. The estimation of fair value required significant judgment related to cash flow forecasts, discount rates reflecting the risk inherent in each cash flow stream, competitive trends, market comparables and other factors. Inputs were generally determined using historical data supplemented by current and anticipated market conditions, and growth rates. The technology was valued using the excess earnings method. Significant assumptions used under this method include forecasted revenues and growth, estimated technology obsolescence, contributory asset charges, and the discount rate. The customer relationships were valued using the cost approach, based on estimated customer acquisition costs. 23 Goodwill The excess of the consideration transferred over the fair value of assets acquired and liabilities assumed was recognized as goodwill. The goodwill is generated from operational synergies and cost savings the Company expects to achieve from the combined operations, as well as the expected benefits from future technologies that do not meet the definition of an identifiable intangible asset and Vewd’s knowledgeable and experienced workforce. Approximately $ 0.4 million of the acquired goodwill is expected to be deductible for tax purposes. Vewd Results of Operations The results of operations and cash flows related to the Vewd Acquisition have been included in the Company's condensed consolidated financial statements for periods subsequent to July 1, 2022, and the related assets and liabilities were recorded at their estimated fair values in the Company's Condensed Consolidated Balance Sheet as of July 1, 2022. For the three and nine months ended September 30, 2022, the acquired Vewd business contributed $ 2.5 million of revenue and $ 10.1 million of operating loss, respectively, to the Company's operating results. The operations acquired in the Vewd Acquisition are included in the Company's Product segment. Transaction Costs In connection with the Vewd Acquisition, the Company incurred significant one-time expenses such as transaction related costs and severance and retention costs. For the three and nine months ended September 30, 2022, transaction related costs including transaction bonuses, legal and consultant fees, were $ 4.0 million and $ 6.1 million, respectively. For the three and nine months ended September 30, 2022, severance and retention costs associated with the Vewd Acquisition were $ 2.1 million. Supplemental Pro forma Information The following unaudited pro forma financial information assumes the Vewd Acquisition was completed as of January 1, 2021. The unaudited pro forma financial information as presented below is for information purposes only and is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information. This is not necessarily indicative of the results of operations that would have been achieved if the Vewd Acquisition had taken place on January 1, 2021, nor is it necessarily indicative of future results. Consequently, actual results could differ materially from the unaudited pro forma financial information presented below. The following table presents the pro forma operating results as if the acquired operations of Vewd had been included in the Company's Condensed Consolidated Statements of Operations as of January 1, 2021 (unaudited, in thousands): Three Months Ended Nine Months Ended September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Revenue $ 210,941 $ 223,404 $ 708,708 $ 672,959 Net loss attributable to the Company $ ( 382,818 ) $ ( 49,498 ) $ ( 377,614 ) $ ( 62,976 ) The unaudited supplemental pro forma information above includes the following pro forma adjustments: adjustments for transaction related costs and severance and retention costs, adjustments for amortization of intangible assets, and elimination of inter-company transactions between Vewd and the Company. The unaudited supplemental pro forma information above does not include any cost saving synergies from operating efficiencies. 24 NOTE 8 – GOODWILL AND IDENTIFIED INTANGIBLE ASSETS Goodwill The changes to the carrying value of goodwill from January 1, 2022 through September 30, 2022 were as follows (in thousands): December 31, 2021 $ 851,088 Goodwill adjustment related to Mergers in prior periods (1) ( 988 ) Vewd Acquisition (2) 68,115 Impairment charge (3) ( 354,000 ) September 30, 2022 (4) $ 564,215 (1) Reflects the correction recorded in the period ended March 31, 2022 of an immaterial error in the purchase price allocation for the Mergers to reduce goodwill and revenue. (2) In connection with the Vewd Acquisition, the Company recorded $ 68.1 million of goodwill, representing the preliminary fair value as of the Acquisition Date. Goodwill relating to the Vewd Acquisition was allocated to the Company's Product segment. See “Note 7 – Business Combinations ” for additional details. (3) Goodwill at each reporting unit is evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. During the three-months ended September 30, 2022, indicators of potential impairment for the Product reporting unit were identified such that management concluded it was more-likely-than-not that goodwill was impaired and a quantitative interim goodwill impairment assessment should be performed as of September 30, 2022. Indicators of potential impairment included a sustained decline in Xperi Holding Corporation’s stock price during the second half of the third quarter of 2022, reflective of rising interest rates and continued decline in macroeconomic conditions. The Company proceeded to perform a fair value analysis of the Product reporting unit using the market capitalization approach. Under this approach, management estimated the fair value of the Product reporting unit as of September 30, 2022 using quoted market prices of the common stock of Xperi Inc., which as of October 1, 2022 comprised the former Product segment of the Company, over its first ten trading days following the Separation, and a control premium representing the synergies a market participant would achieve upon obtaining control of Xperi Inc. As a result of the fair value analysis, the Company recognized a goodwill impairment charge of $ 354.0 million during the three months ended September 30, 2022, which was allocated to the Company's Product segment. The Company also assessed the recoverability of indefinite-lived intangible assets related to the Product reporting unit and concluded that no impairment existed as of September 30, 2022, as their estimated fair values exceeded their carrying amounts. No impairment indicators were identified with respect to other long-lived assets. No goodwill impairment charge was recognized related to the Company's IP Licensing segment. (4) The Company's reporting units include the IP Licensing segment and the Product segment (defined further in “Note 16 – Segment and Geographic Information ”). Of the carrying value of goodwill, approximately $ 322.3 million was allocated to the IP Licensing segment and approximately $ 241.9 million was allocated to the Product segment as of September 30, 2022. Identified Intangible Assets Identified intangible assets consisted of the following (in thousands): Average September 30, 2022 December 31, 2021 Life (Years) Gross Assets Accumulated Amortization Net Gross Assets Accumulated Amortization Net Finite-lived intangible assets Acquired patents / core technology 3 - 10 $ 668,117 $ ( 262,397 ) $ 405,720 $ 672,872 $ ( 224,508 ) $ 448,364 Existing technology / content database 5 - 10 279,377 ( 222,055 ) 57,322 251,445 ( 206,934 ) 44,511 Customer contracts and related relationships 3 - 9 657,774 ( 417,772 ) 240,002 649,926 ( 360,543 ) 289,383 Trademarks/trade name 4 - 10 40,913 ( 29,629 ) 11,284 40,083 ( 25,825 ) 14,258 Non-competition agreements 1 - 2 3,101 ( 2,340 ) 761 2,231 ( 2,231 ) — Total finite-lived intangible assets 1,649,282 ( 934,193 ) 715,089 1,616,557 ( 820,041 ) 796,516 Indefinite-lived intangible assets TiVo Tradename/trademarks N/A 21,400 — 21,400 21,400 — 21,400 Total intangible assets $ 1,670,682 $ ( 934,193 ) $ 736,489 $ 1,637,957 $ ( 820,041 ) $ 817,916 25 As of September 30, 2022, the estimated future amortization expense of total finite-lived intangible assets was as follows (in thousands): 2022 (remaining 3 months) $ 40,016 2023 151,307 2024 112,149 2025 87,424 2026 84,069 Thereafter 240,124 $ 715,089 NOTE 9 – DEBT The outstanding amounts of debt were as follows (in thousands): September 30, 2022 December 31, 2021 Refinanced Term B Loans $ 759,374 $ 789,750 Senior Unsecured Promissory 50,000 — Unamortized debt discount and issuance costs ( 20,937 ) ( 24,263 ) 788,437 765,487 Less: current portion, net of debt discount and issuance costs ( 36,267 ) ( 36,095 ) Total long-term debt, net of current portion $ 752,170 $ 729,392 Refinanced Term B Loans On June 8, 2021, the Company amended that certain Credit Agreement dated June 1, 2020 by and among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “2020 Credit Agreement”). The 2020 Credit Agreement initially provided for a five-year senior secured term B loan facility in an aggregate principal amount of $ 1,050 million (the “2020 Term B Loan Facility”). In connection with the amendment (the “Amendment”), the Company made a voluntary prepayment of $ 50.6 million of the term loan outstanding under the 2020 Credit Agreement using cash on hand. The Amendment provided for, among other things, (i) a new tranche of term loans (the “Refinanced Term B Loans”) in an aggregate principal amount of $ 810.0 million, (ii) a reduction of the interest rate margin applicable to such loans to (x) in the case of base rate loans, 2.50 % per annum and (y) in the case of Eurodollar loans, LIBOR plus a margin of 3.50 % per annum, (iii) a prepayment premium of 1.00 % in connection with any repricing transaction with respect to the Refinanced Term B Loans within six months of the closing date of the Amendment, (iv) an extension of the maturity to June 8, 2028 , and (v) certain additional amendments, including amendments to provide the Company with additional flexibility under the covenant governing restricted payments. The Company commenced repaying quarterly installments under the Refinanced Term B Loans in the third quarter of 2021. The obligations under the 2020 Credit Agreement, inclusive of any changes by the Amendment, continue to be guaranteed by the Company’s wholly-owned material domestic subsidiaries (collectively, the “Guarantors”) and continue to be secured by a lien on substantially all of the assets of the Company and the Guarantors. The 2020 Credit Agreement, as amended, contains customary events of default, upon the occurrence of which, after any applicable cure period, the lenders will have the ability to accelerate all outstanding loans thereunder. The 2020 Credit Agreement, as amended, also contains customary representations and warranties and affirmative and negative covenants that, among other things and subject to certain exceptions, restrict the ability of the Company and its subsidiaries to create or incur certain liens, incur or guarantee additional indebtedness, merge or consolidate with other companies, transfer or sell assets and make restricted payments. The 2020 Credit Agreement, as amended, requires the Company to maintain a total net leverage ratio of no greater than 3.00x in order access an annual basket from which to make restricted payments (such as dividend payments and share repurchases). The Company was in compliance with all requirements as of September 30, 2022. The 2020 Credit Agreement, as amended, also requires the Company to make additional cash payments on an annual basis beginning in March 2023 based on certain leverage ratios and excess cash flow generated for the immediately preceding fiscal year. 26 Certain lenders of the 2020 Term B Loan Facility participated in the Amendment and the changes in terms were not considered substantial. Accordingly, the Company accounted for the refinancing event for these lenders as a debt modification under ASC 470-50, “Debt — Modifications and Extinguishments.” Under its policy, the Company elected to continue to defer the unamortized debt discount and issuance costs for these continuing lenders related to the partial pay-down of the debt. Certain lenders of the 2020 Term B Loan Facility did not participate in the Amendment. Accordingly, the Company accounted for the refinancing event for these lenders as a debt extinguishment. As a result, the Company recorded an $ 8.0 million loss on debt extinguishment in the second quarter of 2021, related to the write-off of unamortized debt discount and issuance costs for the portions of the 2020 Term B Loan Facility considered to be extinguished. In connection with its entry into the Amendment, the Company incurred $ 6.8 million in debt financing costs, of which $ 4.2 million were capitalized in accordance with ASC 835-30 “Debt Issuance Costs” and, together with a portion of the unamortized debt discount and issuance costs from the 2020 Term B Loan Facility, are being amortized into interest expense over the term of the Amendment. Under ASC 470-50, the remaining $ 2.6 million, primarily related to third-party fees, were recorded as selling, general and administrative expense in the second quarter of 2021. After the Separation, the Company remains the obligor under the Refinanced B Term Loans. Senior Unsecured Promissory Note In connection with the Vewd Acquisition as disclosed in "Note 7 – Business Combinations" , on July 1, 2022, TiVo Product Holdco LLC, which was subsequently renamed to Xperi Inc., issued a senior unsecured promissory note (the “Promissory Note”) to the sellers of Vewd in a principal amount of $ 50.0 million. The issuer’s obligations under the Promissory Note are guaranteed by the Company prior to the spin-off transaction. Indebtedness outstanding under the Promissory Note bears an interest rate of 6.00 % per annum, payable in cash on a quarterly basis. If a certain qualified spin-off transaction occurs, the interest rate will be increased to the greater of (a) 6.00% and (b) the sum of (i) the highest interest rate payable under any credit facility or bonds, debentures, notes or similar instruments where the issuer or any guarantor borrows money or guarantees obligations on a secured basis on or after the date of such spin-off transaction, plus (ii) 2.00 %. The Promissory Note will mature on July 1, 2025 . The issuer may, at any time and on any one or more occasions, 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. In addition, the Promissory Note has mandatory prepayment provisions upon certain change of control or asset sale events. The Promissory Note includes certain covenants that restrict the issuer and each guarantor’s ability to, among other things, incur certain indebtedness or engage in any material line of business substantially different from those lines of business conducted by such entities on the closing date of the acquisition. The Promissory Note does not contain any financial covenants. After the Separation, Xperi Inc. is the obligor under the Senior Unsecured Promissory Note. Interest Expense and Expected Principal Payments At September 30, 2022, $ 809.4 million in total debt was outstanding. There were also $ 20.9 million of unamortized debt discount and issuance costs recorded as a reduction from the carrying amount of the debt. Interest rate on the Refinanced Term B Loans, including the amortization of debt discount and issuance costs was 6.02 % and interest was payable monthly. Interest rate on the Promissory Note was 6.00 % and interest was payable quarterly. Interest expense was $ 13.2 million and $ 31.1 million for the three and nine months ended September 30, 2022, respectively. Interest expense was $ 8.5 million and $ 30.4 million for the three and nine months ended September 30, 2021, respectively. Amortized debt discount and issuance costs, which were included in interest expense, amounted to $ 1.1 million and $ 3.3 million for the three and nine months ended September 30, 2022, respectively, and $ 1.2 million and $ 5.3 million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, future minimum principal payments for long-term debt are summarized as follows (in thousands): 2022 (remaining 3 months) $ 10,125 2023 40,500 2024 40,500 2025 90,500 2026 40,500 Thereafter 587,249 Total $ 809,374 27 NOTE 10 – NET INCOME PER SHARE The following table sets forth the computation of basic and diluted shares (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Denominator: Weighted average shares of common stock outstanding 104,510 104,849 104,066 104,898 Total common shares-basic 104,510 104,849 104,066 104,898 Effect of dilutive securities: Options — — — — Restricted stock awards and units — — — — Total common shares-diluted 104,510 104,849 104,066 104,898 Basic net income per share is computed using the weighted average number of shares of common stock outstanding during the period, excluding any unvested restricted stock awards that are subject to repurchase. Diluted net income per share is computed using the treasury stock method to calculate the weighted average number of shares of common stock and, if dilutive, potential common shares outstanding during the period. Potentially dilutive common shares include unvested restricted stock awards and units and incremental common shares issuable upon the exercise of stock options, less shares repurchased from assumed proceeds. The assumed proceeds calculation includes actual proceeds to be received from the employee upon exercise and the average unrecognized stock compensation cost during the period. For the three months ended September 30, 2022 and 2021, there was no difference in the weighted average number of common shares used for the calculation of basic and diluted loss per share as the effect of all potentially dilutive shares outstanding was anti-dilutive. A total of 7.2 million shares and 5.5 million shares, respectively, subject to stock options and restricted stock awards and units were excluded from the computation of diluted net loss per share because including them would have been anti-dilutive. For the nine months ended September 30, 2022 and 2021, there was no difference in the weighted average number of common shares used for the calculation of basic and diluted loss per share as the effect of all potential dilutive shares outstanding was anti-dilutive. A total of 5.9 million and 5.6 million shares, respectively, subject to stock options and restricted stock awards and units were excluded from the computation of diluted net income per share because including them would have been anti-dilutive. NOTE 11 – STOCKHOLDERS’ EQUITY Equity Incentive Plans The 2020 EIP In connection with the Mergers and immediately prior to June 1, 2020, the Company adopted the Xperi Holding Corporation 2020 Equity Incentive Plan (the “2020 EIP”). Under the 2020 EIP, the Company may grant equity-based awards to employees, non-employee directors, and consultants for services rendered to the Company (or any parent or subsidiary) in the form of stock options, stock awards, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents and performance awards (or any combination thereof). A total of 16,800,000 shares have been reserved for issuance under the 2020 EIP provided that each share issued pursuant to “full value” awards (i.e., stock awards, restricted stock awards, restricted stock units, performance awards and dividend equivalents) are counted against shares available for issuance under the 2020 EIP on a 1.5 to 1 ratio. At the 2022 Annual Stockholders Meeting on April 29, 2022, the Company's shareholders approved an amendment to the 2020 EIP and increased by 8.8 million the number of shares reserved for issuance. The 2020 EIP provides for option grants designed as either incentive stock options or nonstatutory options. Options generally are granted with an exercise price not less than the value of the common stock on the grant date and have a term of ten years from the date of grant and vest over a four-year period. The vesting criteria for restricted stock awards and restricted stock units is generally the passage of time or meeting certain performance-based objectives, and continued employment through the vesting period generally over four years for time-based awards. 28 Assumed Plans On June 1, 2020, the Company assumed all then-outstanding stock options, awards, and shares available and reserved for issuance under all legacy Equity Incentive Plans of TiVo (collectively, the “Assumed Plans”). Stock options assumed from the Assumed Plans generally have vesting periods of four years and a contractual term of seven years . Awards of restricted stock and restricted stock units assumed from the Assumed Plans are generally subject to a four year vesting period. The number of shares subject to stock options and restricted stock unit awards outstanding under these plans are included in the tables below. Shares reserved under the Assumed Plans will be available for future grants. As of September 30, 2022, there were 6.1 million shares reserved for future grants under both the 2020 EIP and the Assumed Plans. A summary of the stock option activity is presented below (in thousands, except per share amounts): Options Outstanding Number of Shares Subject to Options Weighted Average Exercise Price Per Share Balance at December 31, 2021 447 $ 25.22 Options granted — $ — Options exercised ( 9 ) $ 14.86 Options canceled / forfeited / expired ( 68 ) $ 37.18 Balance at September 30, 2022 370 $ 23.22 Restricted Stock Awards and Units Information with respect to outstanding restricted stock awards and units (including both time-based vesting and performance-based vesting) as of September 30, 2022 is as follows (in thousands, except per share amounts): Restricted Stock and Restricted Stock Units Number of Shares Subject to Time- based Vesting Number of Shares Subject to Performance- based Vesting Total Number of Shares Weighted Average Grant Date Fair Value Per Share Balance at December 31, 2021 6,815 1,525 8,340 $ 19.61 Awards and units granted 4,604 802 5,406 $ 16.77 Awards and units vested / earned ( 2,112 ) ( 340 ) ( 2,452 ) $ 19.18 Awards and units canceled / forfeited ( 834 ) ( 174 ) ( 1,008 ) $ 18.71 Balance at September 30, 2022 8,473 1,813 10,286 $ 18.31 Performance Awards and Units Performance awards and units may be granted to employees or consultants based upon, among other things, the contributions, responsibilities and other compensation of the particular employee or consultant. The value and the vesting of such performance awards and units are generally linked to one or more performance goals or certain market conditions determined by the Company, in each case on a specified date or dates or over any period or periods determined by the Company, and may range from zero to 200 percent of the grant. For performance awards subject to a market vesting condition (“market-based PSUs”), the fair value per award is fixed at the grant date and the amount of compensation expense is not adjusted during the performance period regardless of changes in the level of achievement of the market condition. Employee Stock Purchase Plans Prior to the Mergers, the Company had implemented the Xperi Corporation 2003 Employee Stock Purchase Plan and the International Employee Stock Purchase Plan, both of which were terminated immediately prior to the effective time of the Mergers. 29 In connection with the Mergers and immediately prior to June 1, 2020, the Company adopted the Xperi Holding Corporation 2020 Employee Stock Purchase Plan (the “2020 ESPP”). The 2020 ESPP is implemented through consecutive overlapping 24 -month offering periods, each of which is comprised of four six-month purchase periods. The first offering period commenced on September 1, 2020 and will end on August 31, 2022. Each subsequent offering period under the 2020 ESPP will be twenty-four (24) months long and will commence on each September 1 and March 1 during the term of the plan. Participants may contribute up to 100 % of their base earnings and commissions through payroll deductions, and the accumulated deductions will be applied to the purchase of shares on each semi-annual purchase date. The purchase price per share will equal 85 % of the fair market value per share on the start date of the offering period or, if lower, 85 % of the fair market value per share on the semi-annual purchase date. An eligible employee’s right to buy the Company’s common stock under the 2020 ESPP may not accrue at a rate in excess of $ 25,000 of the fair market value of such shares per calendar year for each calendar year of an offering period. If the fair market value per share of the Company’s common stock on any purchase date during an offering period is less than the fair market value per share on the start date of the 24 -month offering period, then that offering period will automatically terminate and a new 24 -month offering period will begin on the next business day. All participants in the terminated offering will be transferred to the new offering period. As of September 30, 2022, there were 5.5 million shares reserved for grant under the Company’s 2020 ESPP. At the 2022 Annual Stockholders Meeting on April 29, 2022, the Company's shareholders approved an amendment to the 2020 ESPP and increased by 6.0 million the number of shares reserved for issuance. Stock Repurchase Programs Following the termination of Xperi’s prior stock repurchase program after the closing of the Mergers, on June 12, 2020 the Board of Directors (the “Board”) of the Company authorized a new stock repurchase program providing for the repurchase of up to $ 150.0 million of the Company's Common Stock dependent on market conditions, share prices and other factors. On April 22, 2021, the Board authorized an additional $ 100.0 million of purchases under the existing stock repurchase plan. As of September 30, 2022, the Company has repurchased a total of approximately 10.0 million shares of common stock, since inception of the plan, at an average price of $ 17.24 per share for a total cost of $ 172.2 million. As of December 31, 2021, the Company had repurchased a total of approximately 9.0 million shares of common stock, since inception of the plan, at an average price of $ 17.29 per share for a total cost of $ 155.0 million. The shares repurchased are recorded as treasury stock and are accounted for under the cost method. No expiration date has been specified for thi s plan. As of September 30, 2022, the total remaining amount available for repurchase under this plan was $ 77.8 million. The Company may execute authorized repurchases from time to time under the plan. The Company issues restricted stock units as part of the equity incentive plans described above. For the majority of restricted awards, shares are withheld to satisfy required withholding taxes at the vesting date. Shares withheld to satisfy required withholding taxes in connection with the vesting of restricted awards are treated as common stock repurchases in the condensed consolidated financial statements because they reduce the number of shares that would have been issued on vesting. However, these withheld shares are not included in common stock repurchases under the Company's authorized share repurchase plan. During the three months ended September 30, 2022 and 2021, the Company withheld 0.3 million and 0.3 million shares of common stock to satisfy $ 3.8 million and $ 7.1 million of required withholding taxes, respectively. During the nine months ended September 30, 2022 and 2021, the Company withheld 0.9 million and 0.7 million shares of common stock to satisfy $ 15.3 million and $ 15.4 million of required withholding taxes, respectively. 30 NOTE 12 – STOCK-BASED COMPENSATION EXPENSE The effect of recording stock-based compensation (“SBC”) expense for the three and nine months ended September 30, 2022 and 2021 is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue, excluding depreciation and amortization of intangible assets $ 778 $ 525 $ 2,180 $ 1,377 Research, development and other related costs 5,951 5,110 17,499 14,267 Selling, general and administrative 10,269 8,779 29,604 26,824 Total stock-based compensation expense 16,998 14,414 49,283 42,468 Tax effect on stock-based compensation expense ( 307 ) ( 174 ) ( 479 ) ( 507 ) Net effect on net income (loss) $ 16,691 $ 14,240 $ 48,804 $ 41,961 SBC expense categorized by various equity components for the three and nine months ended September 30, 2022 and 2021 is summarized in the table below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Restricted stock awards and units $ 16,060 $ 12,876 $ 45,324 $ 38,206 Employee stock purchase plan 938 1,516 3,959 4,200 Employee stock options — 22 — 62 Total stock-based compensation expense $ 16,998 $ 14,414 $ 49,283 $ 42,468 In connection with termination of employment with a former executive on March 1, 2022, the Company entered into a Separation Agreement and Release with the executive, dated February 18, 2022 (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company approved, among other severance benefits, accelerated vesting of 372,244 of outstanding performance and time-based restricted stock units. As a result of this modification, the Company recorded incremental SBC of approximately $ 2.2 million during the first quarter of 2022. There were no options granted in the three and nine months ended September 30, 2022 and 2021. There were no restricted stock units subject to market conditions granted during the three months ended September 30, 2022. The following assumptions were used to value the restricted stock units subject to market conditions granted during the nine months ended September 30, 2022: June 2022 April 2022 March 2021 Expected life (years) 3.0 3.0 3.0 Risk-free interest rate 2.8 % 2.8 % 0.3 % Dividend yield 1.2 % 1.2 % 1.0 % Expected volatility 37.5 % 40.9 % 47.9 % ESPP grants generally occur in March and September of each calendar year. Due to the anticipated separation of the Product business, there were no ESPP grants during the three months ended September 30, 2022. The following assumptions were used to value the ESPP shares granted during the nine months ended September 30, 2022: March 2022 September 2021 March 2021 Expected life (years) 2.0 2.0 2.0 Risk-free interest rate 1.3 % 0.2 % 0.1 % Dividend yield 1.1 % 0.9 % 1.2 % Expected volatility 48.5 % 52.0 % 52.0 % 31 NOTE 13 – INCOME TAXES For the three months ended September 30, 2022, the Company recorded an income tax expense of $ 0.9 million on pretax loss of $ 389.0 million, and for the nine months ended September 30, 2022 the Company recorded an income tax expense of $ 44.5 million on pretax loss of $ 327.8 million, which resulted in an effective tax rate of ( 13.6 )% for the nine months ended September 30, 2022. The income tax expense for the three and nine months ended September 30, 2022 was primarily related to foreign withholding taxes, U.S. federal income tax, state income taxes, and unrealized foreign exchange loss from the prior year South Korea refund claims. The Company’s effective tax rate was based on a projected 2022 U.S. GAAP pretax loss and varies from the 21 % U.S. federal tax rate. The Company's effective tax rate varies period over period because the most significant components of tax expense, foreign withholding taxes and foreign exchange gains or losses on the Korea withholding tax refund claims, are not directly affected by changes in pre-tax income. For the three months ended September 30, 2021, the Company recorded an income tax expense of $ 42.7 million on pretax loss of $ 3.7 million and for the nine months ended September 30, 2021, the Company recorded an income tax expense of $ 35.8 million on a pretax loss of $ 7.9 million, which resulted in an effective tax rate of ( 452.3 )% for the nine months ended September 30, 2021. The income tax expense for the three and nine months ended September 30, 2021 was primarily related to foreign withholding taxes, base erosion and anti-abuse tax (“BEAT”) and unrealized foreign exchange loss from the prior year South Korea refund claims, which have remained relatively fixed on a forecast basis quarter over quarter. The negative tax rate is the result of the relatively fixed tax expense recorded against a small pre-tax loss. The Company’s effective tax rate was based on a projected 2021 U.S. GAAP pretax loss and varies significantly from the 21 % U.S. federal tax rate. As of September 30, 2022, gross unrecognized tax benefits, excluding interest and penalties, were $ 240.3 million co mpared to $ 240.4 million as of December 31, 2021. This was included in long-term deferred tax and other long-term liabilities on the Condensed Consolidated Balance Sheets. Of this amount, $ 89.8 million w ould affect the effective tax rate if recognized. As of September 30, 2021, unrecognized tax benefits, excluding interest and penalties, of $ 229.1 millio n were included in long-term deferred tax and other long-term liabilities on the Condensed Consolidated Balance Sheets. Of this amou nt, $ 96.3 million would affect the effective tax rate if recognized. The Company is unable to reasonably estimate the timing of the long-term payments or the amount by which the liability will increase or decrease. It is the Company's policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. The Company recognized interest and penalties related to unrecognized tax benefits of $ 0.8 million and $ 1.1 million for the nine months ended September 30, 2022 and 2021, respectively. Accrued interest and penalties were $ 3.7 million and $ 2.8 million as of September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, the Company’s 2017 through 2021 tax years are generally open and subject to potential examination in one or more jurisdictions. Earlier tax years for the Company and its subsidiaries are also open in certain jurisdictions which are currently subject to examination. In addition, in the U.S., any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination. The Company has submitted a withholding tax refund claim with the South Korean authorities and the final outcome is not anticipated to be settled within the next twelve months. NOTE 14 – LEASES The Company leases office and research facilities, data centers and office equipment under operating leases which expire through 2029. The Company’s leases have remaining lease terms of one year to seven years , some of which may include options to extend the leases for five years or longer, and some of which may include options to terminate the leases within the next 7 years or less. Leases with an initial term of 12 months or less are not recorded on the balance sheets ; expense for these leases is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred and are not included within the lease liability and right-of-use assets calculation. As a practical expedient, the Company elected, for all office and facility leases, not to separate non-lease components (e.g., common-area maintenance costs) from lease components (e.g., fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component. As most of the leases do not provide an implicit rate, the Company generally, for purposes of discounting lease payments, uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. 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 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. 32 The components of operating lease costs were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Fixed lease cost (1) $ 5,694 $ 5,701 $ 16,683 $ 11,340 Variable lease cost 1,746 1,347 4,526 2,315 Less: sublease income ( 2,294 ) ( 2,051 ) ( 7,105 ) ( 3,295 ) Total operating lease cost $ 5,146 $ 4,997 $ 14,104 $ 10,360 (1) Includes short-term leases, which were immaterial. Other information related to leases was as follows (in thousands, except lease term and discount rate): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,547 $ 5,692 $ 16,571 $ 17,008 ROU assets obtained in exchange for new lease liabilities: Operating leases $ 5,268 $ 78 $ 8,371 $ 3,556 September 30, 2022 December 31, 2021 Weighted-average remaining lease term (years): Operating leases 3.7 4.4 Weighted-average discount rate: Operating leases 5.0 % 5.0 % Future minimum lease payments and related lease liabilities as of September 30, 2022 were as follows (in thousands): Operating Lease Payments (1) Sublease Income Net Operating Lease Payments 2022 (remaining 3 months) $ 4,444 $ ( 1,881 ) $ 2,563 2023 21,658 ( 7,618 ) 14,040 2024 19,454 ( 7,610 ) 11,844 2025 16,394 ( 7,386 ) 9,008 2026 6,714 ( 935 ) 5,779 Thereafter 3,123 — 3,123 Total lease payments 71,787 ( 25,430 ) 46,357 Less: imputed interest ( 6,732 ) ( 6,732 ) Present value of lease liabilities: $ 65,055 $ ( 25,430 ) $ 39,625 Less: current obligations under leases (accrued liabilities) 17,966 Noncurrent operating lease liabilities $ 47,089 (1) Future minimum lease payments exclude short-term leases as well as payments to landlords for variable common area maintenance, insurance and real estate taxes. 33 NOTE 15 – 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 September 30, 2022, the Company’s total future unconditional purchase obligations were approximatel y $ 109.8 million. Inventory Purchase Commitment The Company uses contract manufacturers to provide manufacturing services for its products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate supply, the Company enters into agreements with its contract manufacturers that either allow them to procure inventory based on criteria as defined by the Company or that establish the parameters defining the Company’s requirements. A significant portion of the Company’s purchase commitments arising from these agreements consist of firm, non-cancelable and unconditional purchase commitments. In certain instances, these agreements allow the Company the option to cancel, reschedule or adjust the Company’s requirements based on its business needs prior to firm o rders being placed. As of September 30, 2022, the Company had total purchase commitments for inventory of $ 3.2 million, of which $ 0.7 million was accrued in the Condensed Consolidated Balance Sheet. 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 nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party 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. To date, no such claims have been filed against the Company 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 immaterial. 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, should they occur. Contingencies At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of losses is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. On June 23, 2017, Adeia Guides Inc. (formerly known as Rovi Guides, Inc.) and Adeia Media Solutions Inc. (formerly known as TiVo Solutions Inc.) (together, “Adeia Media”) filed a patent infringement complaint against Videotron Ltd. and Videotron G.P. (together, “Videotron”) in Toronto, Canada, alleging infringement of six patents (“Videotron 1”). On June 10, 2022, the Federal Court of Canada issued its decision in the case finding in favor of Videotron and its legacy illico platform. Specifically, the Court found invalid each of the asserted claims of the four remaining patents involved in the case. In Canada, the prevailing party in patent litigation is entitled to reimbursement of certain of its costs and expenses. The Company accrued $ 2.2 million for estimated expense reimbursement during the second quarter of 2022. This accrual was included in litigation expense. On September 12, 2022, Adeia Media filed a notice of appeal with the Federal Court of Appeal of Canada appealing the decision of the Federal Court of Canada. 34 On January 19, 2018, Adeia Media filed a patent infringement complaint against BCE Inc., Bell Canada, Bell Aliant Regional Communications Inc., Bell MTS Inc., and Northerntel, L.P. (collectively, “Bell”) in Toronto, Canada, alleging infringement of six patents (“Bell 1”). On February 2, 2018, Adeia Media filed a patent infringement complaint against Telus Corporation, Telus Communications Inc., and Telus Communications Company (collectively, “Telus”) in Toronto, Canada, alleging infringement of the same six patents asserted in Bell 1 (“Telus 1”). Bell 1 and Telus 1 were heard together for purposes of pre trial and trial proceedings. On October 7, 2022, the Federal Court of Canada issued its confidential decision in the two cases finding in favor of Bell and Telus and their respective IPTV services, Bell Fibe TV and Telus Optik TV. Specifically, the Court found invalid each of the asserted claims of the four remaining patents involved in the case. In Canada, the prevailing party in patent litigation is entitled to reimbursement of certain of its costs and expenses. Accordingly, while the exact reimbursement amount has yet to be determined, the Company has accrued $ 2.5 million for estimated expense reimbursement during the third quarter of 2022. This accrual was included in litigation expense. The Company is currently unable to predict the final outcome of other lawsuits, including other patent infringement lawsuits in Canada, to which it is a party and therefore cannot determine the likelihood of loss nor estimate a range of possible losses. An adverse decision in any of these proceedings could significantly harm the Company’s business and consolidated financial position, results of operations or cash flows. The Company and its subsidiaries are involved in litigation matters and claims in the normal course of business. In the past, the Company and its subsidiaries have litigated to enforce their respective patents and other intellectual property rights, to enforce the terms of license agreements, to protect trade secrets, to determine the validity and scope of the proprietary rights of others and to defend itself or its customers against claims of infringement or invalidity. The Company expects it or its subsidiaries will be involved in similar legal proceedings in the future, including proceedings regarding infringement of its patents, and proceedings to ensure proper and full payment of royalties by licensees under the terms of its license agreements. The existing and any future legal actions may harm the Company’s business. For example, legal actions could cause an existing licensee to cease making royalty or other payments to the Company, or to challenge the validity and enforceability of patents owned by the Company’s subsidiaries or the scope of license agreements with the Company’s subsidiaries, or could significantly damage the Company’s relationship with such licensee. Litigation could also severely disrupt or shut down the business operations of licensees, which in turn could significantly harm ongoing relations with them and cause the Company to lose royalty revenue. The costs associated with legal proceedings are typically high, relatively unpredictable, and not completely within the Company’s control. These costs may be materially higher than expected, which could adversely affect the Company’s operating results and lead to volatility in the price of its common stock. Whether or not determined in the Company’s favor or ultimately settled, litigation diverts managerial, technical, legal, and financial resources from the Company’s business operations. Furthermore, an adverse decision in any of these 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. NOTE 16 – SEGMENT AND GEOGRAPHIC INFORMATION As of September 30, 2022, the Company reports its financial results within two reportable segments: (1) Intellectual Property (“IP”) Licensing and (2) Product. There are certain corporate overhead costs that are not allocated to these reportable segments because these operating amounts are not considered in evaluating the operating performance of the Company’s business segments. Reportable segments are identified based on the Company's organizational structure and information reviewed by the Company’s chief operating decision maker (“CODM”) to evaluate performance and allocate resources. The Company’s Chief Executive Officer is also the CODM as defined by the authoritative guidance on segment reporting. The IP Licensing segment consists primarily of licensing the Company’s innovations to leading companies in the broader entertainment and semiconductor industries, and those developing new technologies that will help drive the industries forward. Licensing arrangements include access to one or more of the Company’s foundational patent portfolios and may also include access to some of its industry-leading technologies and proven know-how. 35 In its Product segment, the Company derives the majority of its revenue from licensing its technology to customers primarily through Technology License arrangements and Technology Solutions arrangements. For Technology License arrangements, the customer obtains rights to the technology delivered at the commencement of the agreement. For Technology Solutions arrangements, the customer receives access to a platform, media or data that includes frequent updates, where access to such updates is critical to the functionality of the technology. The Company does not identify or allocate assets by reportable segment, nor does the CODM evaluate reportable segments using discrete asset information. Reportable segments do not record inter-segment revenue and accordingly there are none to report. The Company does not allocate other income and expense to reportable segments. Although the CODM uses operating income to evaluate reportable segments, operating costs included in one segment may benefit other segments. The following table sets forth the Company’s segment revenue, operating expenses and operating income for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: IP Licensing segment $ 89,303 $ 101,647 $ 335,649 $ 301,507 Product segment 121,638 117,732 366,730 361,740 Total revenue 210,941 219,379 702,379 663,247 Operating expenses: IP Licensing segment 39,083 34,676 112,849 103,116 Product segment 463,163 (2) 116,813 658,078 330,395 Unallocated operating expenses (1) 84,911 63,964 229,847 202,157 Total operating expenses 587,157 215,453 1,000,774 635,668 Operating income (loss): IP Licensing segment 50,220 66,971 222,800 198,391 Product segment ( 341,525 ) 919 ( 291,348 ) 31,345 Unallocated operating expenses (1) ( 84,911 ) ( 63,964 ) ( 229,847 ) ( 202,157 ) Total operating income (loss) $ ( 376,216 ) $ 3,926 $ ( 298,395 ) $ 27,579 (1) Unallocated operating expenses consist primarily of selling, marketing, general and administrative expenses, such as administration, human resources, finance, information technology, corporate development and procurement. These expenses are not allocated because these amounts are not considered in evaluating the operating performance of the Company’s business segments. (2) Includes goodwill impairment charge of $ 354.0 million that was allocated to the Company's Product segment. See “Note 8 – Goodwill and Identified Intangible Assets ” for additional details. 36 A significant portion of the Company’s revenue is derived from licensees headquartered outside of the U.S., and it is expected that this revenue will continue to account for a significant portion of total revenue in future periods. The table below lists the geographic revenue for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 U.S. $ 137,395 65 % $ 139,964 64 % $ 490,998 70 % $ 412,972 62 % Japan 16,243 8 20,151 9 54,647 8 70,854 11 South Korea 9,857 5 14,313 7 25,460 3 48,098 7 Europe and Middle East 19,030 9 16,090 7 40,836 6 47,360 7 Other 28,416 13 28,861 13 90,438 13 83,963 13 $ 210,941 100 % $ 219,379 100 % $ 702,379 100 % $ 663,247 100 % For the three months ended September 30, 2022 and 2021, there were no customers that accounted for 10% or more of total revenue. For the nine months ended September 30, 2022 and 2021, there were no customers that accounted for 10% or more of total revenue. As of September 30, 2022 and December 31, 2021, there were two customers and one customer, respectively, that individually accounted for 10% or more of total accounts receivable. NOTE 17 - SUBSEQUENT EVENTS Completion of Separation of Xperi Inc. from Adeia Inc. On October 1, 2022, the Company completed the Separation of its Product business into a new public company, Xperi Inc. In connection with the Separation, which was structured as a Spin-Off, the Company entered into several agreements with Xperi Inc. on October 1, 2022, that, among other things, effect the Spin-off and provide a framework for the Company's relationship with Xperi Inc. after the Spin-off. Declaration of Cash Dividends On October 20, 2022 , the Company's Board of Directors declared a cash dividend of $ 0.05 per share of common stock, payable on December 21, 2022 to the stockholders of record at the close of business on November 30, 2022 . 37 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion is intended to promote understanding of the 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 year ended December 31, 2021 found in the Form 10-K filed by us on February 24, 2022 (the “Form 10-K”). Except where otherwise indicated, the results of operations discussed herein present the results of Xperi Holding Corporation prior to giving effect to the Separation described herein. This Quarterly Report contains forward-looking statements, which are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements often address expected future business, financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "could," "seek," "see," "will," "may," "would," "might," "potentially," "estimate," "continue," "target," similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond the Company’s control, and are not guarantees of future results. These and other forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: the Company’s ability to implement its business strategy; the Company’s ability to enter into new and renewal license agreements with customers on favorable terms; the Company’s ability to retain and hire key personnel; uncertainty as to the long-term value of the Company’s common stock; legislative, regulatory and economic developments affecting the Company’s business; general economic and market developments and conditions; the Company’s ability to grow and expand its patent portfolios; changes in technology and development of competing technology in the industries in which in which the Company operates; the evolving legal, regulatory and tax regimes under which the Company operates; unforeseen liabilities and expenses; risks associated with the Company’s indebtedness, unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, including Russia’s invasion of Ukraine, and natural disasters; the Company’s ability to achieve the intended benefits of, and its ability to recognize the anticipated tax treatment of, the recent spin-off of its product business; and the extent to which the COVID-19 pandemic continues to have an adverse impact on the Company’s business, results of operations, and financial condition will depend on future developments, including measures taken in response to the pandemic, which are highly uncertain and cannot be predicted. 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 Part II, Item 5 hereof and other documents we file from time to time with the Securities and Exchange Commission (the “SEC”), such as our annual report on Form 10-K, 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 . Business Overview On December 18, 2019, Xperi Corporation (“Xperi”) entered into a definitive agreement with TiVo Corporation (“TiVo”), to combine in an all-stock merger of equals transaction (the “Mergers”). Following consummation of the Mergers on June 1, 2020, Xperi Holding Corporation became the parent company of both Xperi and TiVo. 38 On October 1, 2022, Adeia Inc. (formerly known as Xperi Holding Corporation) ("Adeia", "we") completed the previously announced separation ("the Separation") of its product business into an independent publicly traded company, Xperi Inc. ("Xperi Inc."). The Separation was structured as a spin-off , which was achieved through Adeia's distribution of 100 percent of the outstanding shares of Xperi Inc.'s common stock to holders of Adeia's common stock as of the close of business on the record date of September 21, 2022 (the "Record Date"). Each Adeia stockholder of record received four shares of Xperi Inc. common stock for every ten shares of Adeia common stock that it held on the Record Date. Following the Separation, Adeia retains no ownership interest in Xperi Inc., which is now listed under the ticker symbol "XPER" on the New York Stock Exchange. Effective at the open of business on October 3, 2022, Adeia's shares of common stock, par value $0.001 per share, began trading on the Nasdaq Global Select Market under the new ticker symbol "ADEA". Following the Separation, we are a leading intellectual property ("IP") licensing platform in the consumer and entertainment space, with a diverse portfolio of media and semiconductor intellectual property and more than 9,500 patents and patent applications worldwide. In order to serve an increasingly connected world, we invent, develop, and license fundamental innovations that enhance billions of devices and shape the way millions of people explore and experience entertainment. Through our IP licensing business, we help enable extraordinary experiences at home and on the go for millions of consumers around the world, with IP that helps elevate content and improves how audiences connect with it in a way that is more intelligent, immersive and personal. Through providing the IP that helps to power smart devices, entertainment experiences and more, we have created a unified ecosystem that reaches highly engaged consumers and uncovered new business opportunities. Headquartered in Silicon Valley with operations around the world, we have approximately 2,200 employees, including approximately 2,100 employees that will be part of Xperi Inc. after the Separation, and more than 35 years of operating experience. COVID-19 Impact The COVID-19 pandemic has had, and may continue to have, an adverse impact on our business. The impact to date has included periods of significant volatility in the markets we serve, in particular the automotive and broad consumer electronics markets. The pandemic has also caused some challenges and delays in acquiring new customers and executing license renewals. These factors have negatively impacted our financial condition and results of operations, and may result in an impairment of our long-lived assets, including goodwill, increased credit losses and impairments of investments in other companies. Further, our operations and those of our customers have also been negatively impacted by certain trends arising from the COVID-19 pandemic, including labor market constraints, shortages of semiconductor components, decreased manufacturing capacities, and delays in shipments, product development and product launches. Moreover, the COVID-19 pandemic, its related impact, and United States federal, state and foreign government policies enacted to combat the pandemic have contributed to a recent rise of inflation that may increase the cost of our operations and have an adverse effect on demand for its customers' products and services and in turn the Company's licensing revenues, which may adversely affect our financial performance. Although a significant portion of our anticipated revenue for 2022 is derived from fixed-fee and minimum-guarantee arrangements from large, well-capitalized customers, our per-unit and variable-fee based revenue will continue to be susceptible to the volatility, labor shortages, supply chain disruptions, microchip shortages, and potential market downturns precipitated by the COVID-19 pandemic. The impact of the pandemic on our overall results of operations remains uncertain for the foreseeable future. Further discussion of COVID-19's potential impact on our business is provided under Part I, Item 1A – Risk Factors of the Form 10-K and in Part II, Item 5 – Risk Factors of this Form 10-Q. Results of Operations Revenue We derive the majority of our revenue from licensing our technologies and IP rights to customers. For our revenue recognition policy, including descriptions of revenue-generating activities, refer to “Note 3 – Revenue ” of the Notes to Condensed Consolidated Financial Statements. 39 The following table presents our historical operating results for the periods indicated as a percentage of revenue: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: 100 % 100 % 100 % 100 % Operating expenses: Cost of revenue, excluding depreciation and amortization of intangible assets 15 15 12 13 Research, development and other related costs 32 27 27 25 Selling, general and administrative 40 28 32 30 Depreciation expense 3 3 2 3 Amortization expense 19 24 17 24 Litigation expense 1 1 1 1 Goodwill impairment 168 — 51 — Total operating expenses 278 98 142 96 Operating income (loss) (178 ) 2 (42 ) 4 Interest expense 6 4 5 5 Other income and expense, net — — — (1 ) Loss on debt extinguishment — — — 1 Income (loss) before taxes (184 ) (2 ) (47 ) (1 ) Provision for (benefit from) income taxes - 19 6 6 Net loss (184 )% (21 )% (53 )% (7 )% Revenue (in thousands, except for percentages): Three Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Revenue $ 210,941 $ 219,379 $ (8,438 ) (4 )% The decrease in revenue during the three months ended September 30, 2022, as compared to the same period in the prior year, was primarily due to a decrease in IP licensing revenue as a result of non-recurring revenue from a license agreement recognized during the three months ended September 30, 2021. The overall decrease in IP licensing revenue was partially offset by an increase in Product revenue from the consumer electronics market vertical offset by declines in revenue from consumer hardware and legacy guides within the Pay TV market vertical and revenue from the connected car market vertical. Nine Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Revenue $ 702,379 $ 663,247 $ 39,132 6 % The increase in revenue during the nine months ended September 30, 2022, as compared to the same period in the prior year, was primarily due to the recognition of license revenue associated with an IP technology and license agreement with a large semiconductor company, the settlement of a contract dispute with a large mobile imaging customer in the second quarter of 2022, and the execution of a long-term license agreement with a leading consumer electronics and OTT service provider. These increases were partially offset by a decline in Product revenue primarily due to a decrease in revenue from consumer hardware and legacy guides within the Pay TV market vertical, one-time recovery of royalties from a customer in 2021 within Consumer Electronics market vertical, and one-time benefit to revenue in the second quarter of 2021 from a Stream 4K customer within the Media Platform market vertical. 40 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, hardware product-related costs, maintenance costs and an allocation of facilities costs, as well as service center and other expenses related to providing our technology solution offerings and non-recurring engineering ("NRE") services. Three Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Cost of revenue, excluding depreciation and amortization of intangible assets $ 31,554 $ 32,549 $ (995 ) (3 )% Cost of revenue, excluding depreciation and amortization of intangible assets was relatively consistent for the three months ended September 30, 2022, compared to the same period in the prior year. Nine Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Cost of revenue, excluding depreciation and amortization of intangible assets $ 86,324 $ 87,564 $ (1,240 ) (1 )% The decrease in cost of revenue, excluding depreciation and amortization of intangible assets during the nine months ended September 30, 2022, as compared to the same period in the prior year, was primarily driven by lower hardware product-related costs due to a decline in hardware product sales. Research, Development and Other Related Costs Research, development and other related costs (“R&D expense”) consist primarily of employee-related costs, stock-based compensation expense, engineering consulting expenses associated with new product and technology development, product commercialization, quality assurance and testing costs, as well as costs related to patent applications and examinations, reverse engineering, materials, supplies, and an allocation of facilities costs. Three Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Research, development and other related costs $ 68,366 $ 58,766 $ 9,600 16 % The increase in R&D expense during the three months ended September 30, 2022, as compared to the same period in the prior year, was primarily driven by higher personnel costs including variable compensation programs. Nine Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Research, development and other related costs $ 189,881 $ 168,369 $ 21,512 13 % The increase in R&D expense during the nine months ended September 30, 2022, as compared to the same period in the prior year, was primarily driven by higher personnel costs including variable compensation, which was partially offset by a decrease in outside engineering services. We believe that a significant level of R&D will be required for us to remain competitive in the future. 41 Selling, General and Administrative Selling expenses consist primarily of compensation and related costs for sales and marketing personnel engaged in sales and licensee support, reverse engineering personnel and services, marketing programs, public relations, promotional materials, travel, trade show expenses, and stock-based compensation expense. General and administrative expenses consist primarily of compensation and related costs for general management, information technology, finance personnel, legal fees and expenses, facilities, stock-based compensation expense, and professional services. Our general and administrative expenses, other than facilities-related expenses, are not allocated to other expense line items. Three Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Selling, general and administrative $ 83,958 $ 62,627 $ 21,331 34 % The increase in selling, general, and administrative ("SG&A") expenses during the three months ended September 30, 2022, as compared to the same period in the prior year, was primarily due to increased variable compensation, increased transaction costs related to the Vewd Acquisition, and an increase in costs related to the Separation. Nine Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Selling, general and administrative $ 226,519 $ 197,754 $ 28,765 15 % The increase in SG&A expenses during the nine months ended September 30, 2022, as compared to the same period in the prior year, was primarily due to increased stock-based compensation associated with the accelerated vesting of outstanding restricted stock units upon the separation of a former executive in the first quarter of 2022, an increase in costs related to the Separation, an increase in variable compensation, partially offset by decreases in the provision for credit losses and banker fees. Depreciation Expense Three Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Depreciation expense $ 5,388 $ 6,796 $ (1,408 ) (21 )% The decrease in depreciation expense during the three months ended September 30, 2022, as compared to the same period in the prior year, was primarily to certain property and equipment, which became fully depreciated in the third quarter of 2022, partially offset by an increase in depreciation expense associated with property and equipment that was acquired in connection with the Vewd Acquisition. Nine Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Depreciation expense $ 16,759 $ 17,994 $ (1,235 ) (7 )% The decrease in depreciation expense during the nine months ended September 30, 2022, as compared to the same period in the prior year, was primarily due to certain property and equipment, which became fully depreciated in the third quarter of 2022, partially offset by an increase in depreciation expense associated with property and equipment that was acquired in connection with the Vewd Acquisition. 42 Amortization Expense Three Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Amortization expense $ 40,808 $ 52,388 $ (11,580 ) (22 )% The decrease in amortization expense during the three months ended September 30, 2022, as compared to the same period in the prior year, was primarily due to certain acquired intangible assets, which became fully amortized in late 2021, partially offset by an increase in amortization expense due to intangible assets acquired in connection with the Vewd Acquisition. Nine Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Amortization expense $ 119,293 $ 156,825 $ (37,532 ) (24 )% The decrease in amortization expense during the nine months ended September 30, 2022, as compared to the same period in the prior year, was primarily due to certain acquired intangible assets, which became fully amortized in late 2021, partially offset by an increase in amortization expense due to intangibles assets acquired in connection with the Vewd Acquisition in the third quarter of 2022. Litigation Expense Three Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Litigation expense $ 3,083 $ 2,327 $ 756 32 % Litigation expense was relatively consistent for the three months ended September 30, 2022, compared to the same period in the prior year. Nine Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Litigation expense $ 7,998 $ 7,162 $ 836 12 % Litigation expense was relatively consistent for the nine months ended September 30, 2022, compared to the same period in the prior year. We expect that litigation expense will continue to be a material portion of our operating expenses, as it is used to enforce and protect our IP and contract rights. Litigation expense may fluctuate between periods because of planned or ongoing litigation, as described in Part II, Item 1 – Legal Proceedings. If our customers' licenses are not renewed upon expiration and those customers continue to use our patented technology, litigation may become necessary to secure payment of reasonable royalties for the use of our patented technology. If we plan for or initiate such litigation, our future litigation expenses may increase. 43 Goodwill impairment The increase in goodwill impairment of $354 million during the three and nine months ended September 30, 2022, as compared to the same period in the prior year, was driven by a goodwill impairment charge recognized related to the Company's Product reporting unit and segment due to changes in the circumstances that indicated the carrying amount of goodwill may not be recoverable. Stock-based Compensation Expense The following table sets forth our stock-based compensation (“SBC”) expense for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue, excluding depreciation and amortization of intangible assets $ 778 $ 525 $ 2,180 $ 1,377 Research, development and other related costs 5,951 5,110 17,499 14,267 Selling, general and administrative 10,269 8,779 29,604 26,824 Total stock-based compensation expense $ 16,998 $ 14,414 $ 49,283 $ 42,468 SBC awards include employee stock options, restricted stock awards and units, and employee stock plan purchases. The increase in SBC expense for the three months ended September 30, 2022, as compared to the corresponding period in 2021, was primarily due to the increase in stock award grants made. The increase in SBC expense for the nine months ended September 30, 2022, as compared to the corresponding period in 2021, was primarily a result of the accelerated vesting of outstanding restricted stock units upon the separation of a former executive and from the increase in stock award grants made. Interest Expense Three Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Interest expense $ 13,198 $ 8,532 $ 4,666 55 % The increase in interest expense during the three months ended September 30, 2022, as compared to the same period in the prior year, was primarily due to an increase in interest rates on our variable interest rate debt. Nine Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Interest expense $ 31,066 $ 30,400 $ 666 2 % Interest expense during the nine months ended September 30, 2022 was relatively consistent compared with the same period in the prior year. We anticipate interest expense will increase in 2022 when compared to 2021 as a result of the effect of rising interest rates on our existing variable-rate debt, partially offset by a full year of the lower debt balance and amortization of debt discount and issuance costs. In addition, Xperi Inc. will incur interest expense as a result of the $50.0 million of debt in connection with the Vewd Acquisition which closed in the third quarter of 2022. 44 Other Income and Expense, Net Three Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Other income and expense, net $ 460 $ 927 $ (467 ) (50 )% Other and expense income, net during the three months ended September 30, 2022 was relatively consistent compared to the same period in the prior year. Nine Months Ended September 30, 2022 2021 Increase/ (Decrease) % Change Other income and expense, net $ 1,681 $ 2,916 $ (1,235 ) (42 )% The decrease in other income and expense, net during the nine months ended September 30, 2022, compared to the same period in the prior year, was primarily driven by a decrease in realized loss on marketable investments, partially offset by an increase in interest income. Loss on Debt Extinguishment In June 2021, we refinanced the 2020 Term B Loan Facility by, among other things, lowering the interest rate on the debt. Certain lenders of the original loan syndication did not participate in the refinancing. Accordingly, we accounted for the refinancing event for these lenders as a debt extinguishment and recorded, in the second quarter of 2021, a loss on debt extinguishment of $8.0 million related to the write-off of unamortized debt discount and issuance costs for the portions of the 2020 Term B Loan Facility considered to be extinguished. Provision for Income Taxes Our provision for income taxes is based on our worldwide estimated annualized effective tax rate. For jurisdictions in which a loss is forecast but no benefit can be realized for those losses, the tax is estimated separately. In certain circumstances we also record the income tax effects of discrete transactions in the quarter in which the transaction occurred. Foreign withholding taxes, U.S. federal and state income taxes, and unrealized foreign exchange loss from the prior South Korea refund claims are the primary drivers of income tax expense and the primary reasons for cash payments of income taxes. For the three and nine months ended September 30, 2022, our effective tax rate varies significantly from the 21% U.S. federal tax rate due to foreign withholding taxes, state income taxes, and unrealized foreign exchange loss from prior South Korea refund claims. For the three months ended September 30, 2022, we recorded an income tax expense of $0.9 million on pretax loss of $389.0 million, and for the nine months ended September 30, 2022 we recorded an income tax expense of $44.5 million on pretax loss of $327.8 million, which resulted in an effective tax rate of (13.6)% for the nine months ended September 30, 2022. The income tax expense for the three and nine months ended September 30, 2022 was primarily related to foreign withholding taxes, U.S. federal and state income taxes, and unrealized foreign exchange loss from the prior year South Korea refund claims. For the three months ended September 30, 2021, we recorded an income tax expense of $42.7 million on pretax loss of $3.7 million and for the nine months ended September 30, 2021, we recorded an income tax expense of $35.8 million on a pretax loss of $7.9 million, which resulted in an effective tax rate of (452.3)% for the nine months ended September 30, 2021. The income tax expense for the three and nine months ended September 30, 2021 was primarily related to foreign withholding taxes, base erosion and anti-abuse tax (“BEAT”), and unrealized foreign exchange loss from the prior year South Korea refund claims, which have remained relatively fixed on a forecast basis quarter over quarter. The year-over-year increase in income tax expense for the quarter ended September 30, 2022 is largely attributable to the application of a negative effective tax rate to the September 30, 2021 year-to-date U.S. pre-tax income. 45 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 not more-likely-than-not that we would realize our federal, certain state, and certain foreign deferred tax assets given the substantial amount of tax attributes that will remain unutilized to offset forecasted future tax liabilities. In the future, we may release our deferred tax asset valuation allowance associated with our federal, state, or foreign deferred tax assets depending on achievement of future profitability in relevant jurisdictions or the implementation of tax planning strategies that enable us to utilize deferred tax assets. There can be no assurance that we will generate profits or implement tax strategies in future periods that will enable us to fully realize our deferred tax assets. The timing of recording a deferred tax asset valuation allowance or the reversal of such valuation allowance is subject to objective and subjective factors that cannot be known in advance. We intend to continue maintaining a full valuation allowance on our federal deferred tax assets until there is sufficient evidence to support the reversal of all or a portion of these allowances. However, given our current earning and anticipated future earnings, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of our federal valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain federal deferred tax assets and a decrease to income tax expense for the period the release is recorded. Segment Operating Results As of September 30, 2022, we operate in two reportable segments: (1) IP Licensing and (2) Product. There are certain corporate overhead costs that are not allocated to these reportable segments because these operating amounts are not considered in evaluating the operating performance of our business segments. Our Chief Executive Officer has been determined to be the Chief Operating Decision Maker (“CODM”) in consideration with the authoritative guidance on segment reporting. In our IP Licensing segment, we primarily license our innovations to leading companies in the broader entertainment and semiconductor industries, and those developing new technologies that will help drive these industries forward. Licensing arrangements include access to one or more of our foundational patent portfolios and may also include access to some of our industry-leading technologies and proven know-how. In our Product segment, we derive the majority of the revenue from licensing our technology to customers primarily through Technology License arrangements and Technology Solutions arrangements. In our Technology License arrangements, the customer obtains rights to the technology delivered at the commencement of the agreement. In our Technology Solutions arrangements, the customer receives access to a platform, media or data that includes frequent updates, where access to such updates is critical to the functionality of the technology. We do not identify or allocate assets by reportable segment, nor does the CODM evaluate reportable segments using discrete asset information. Reportable segments do not record inter-segment revenue and accordingly there are none to report. Although the CODM uses operating income to evaluate reportable segments, operating costs included in one segment may benefit other segments. 46 The following table sets forth our segments’ revenue, operating expenses and operating income (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue: IP Licensing segment $ 89,303 $ 101,647 $ 335,649 $ 301,507 Product segment 121,638 117,732 366,730 361,740 Total revenue 210,941 219,379 702,379 663,247 Operating expenses: IP Licensing segment 39,083 34,676 112,849 103,116 Product segment 463,163 116,813 658,078 330,395 Unallocated operating expenses 84,911 63,964 229,847 202,157 Total operating expenses 587,157 215,453 1,000,774 635,668 Operating income (loss): IP Licensing segment 50,220 66,971 222,800 198,391 Product segment (341,525 ) 919 (291,348 ) 31,345 Unallocated operating expenses (84,911 ) (63,964 ) (229,847 ) (202,157 ) Total operating income (loss) $ (376,216 ) $ 3,926 $ (298,395 ) $ 27,579 IP Licensing Segment IP Licensing revenue for the three months ended September 30, 2022 was $89.3 million as compared to $101.6 million for the three months ended September 30, 2021, a decrease of $12.3 million. The decrease was primarily attributable to non-recurring revenue from a license agreement recognized during the three months ended September 30, 2021. IP Licensing revenue for the nine months ended September 30, 2022 was $335.6 million as compared to $301.5 million for the nine months ended September 30, 2021, an increase of $34.1 million. The increase was primarily attributable to the recognition of license revenue associated with an IP technology and license agreement with a large semiconductor company and the execution of a long-term license agreement with a leading consumer electronics and OTT service provider. Operating expenses for the IP Licensing segment for the three months ended September 30, 2022 were $39.1 million, as compared to $34.7 million for the three months ended September 30, 2021, an increase of $4.4 million. The increase was primarily due to an increase in R&D costs due to increased headcount and personnel costs as well as investments in both Media and Semiconductor technology and an increase in litigation expense primarily driven by a $2.5 million reserve recorded for estimated expense reimbursement owed to Bell and Telus as a result of the expected outcome of that litigation matter. The increase in litigation expense was partially offset by reduced case activity. Operating expenses for the IP Licensing segment for the nine months ended September 30, 2022 were $112.8 million, as compared to $103.1 million for the nine months ended September 30, 2021, an increase of $9.7 million. The increase was primarily due to an increase in R&D costs due to increased headcount and personnel costs as well as investments in both Media and Semiconductor technology and increase in litigation expense. The increase in litigation expense was primarily due to a $2.2 million reserve recorded in the second quarter of 2022 related to the Videotron matter and a $2.5 million reserve recorded in the third quarter of 2022 for estimated expense reimbursement owed to the Bell and Telus as a result of the expected outcome of that litigation matter. The increases were partially offset by reduced case activity. Operating income for for the IP Licensing segment the three months ended September 30, 2022 was $50.2 million, as compared to $67.0 million for the three months ended September 30, 2021, a decrease of $16.8 million. The decrease was primarily due to reasons stated above. Operating income for the nine months ended September 30, 2022 was $222.8 million, as compared to $198.4 million for the nine months ended September 30, 2021, an increase of $24.4 million. The increase was primarily due to reasons stated above. 47 Product Segment Product revenue for the three months ended September 30, 2022 was $121.6 million as compared to $117.7 million for the three months ended September 30, 2021, an increase of $3.9 million. The increase was primarily driven by an increase in minimum guarantee (“MG”) revenue in Consumer Electronics partially offset by decreases in revenue from the Pay-TV and Connected Car market verticals. Product revenue for the nine months ended September 30, 2022 was $366.7 million as compared to $361.7 million for the nine months ended September 30, 2021, an increase of $5.0 million. The increase was primarily driven by increased revenue from the settlement of a contract dispute with a large mobile imagining customer in the second quarter of 2022 and increased revenue from the Consumer Electronics market vertical. The increases were partially offset by decreases in revenue from the Pay-TV and Connected Car market verticals. Operating expenses for the Product segment for the three months ended September 30, 2022 were $463.2 million, as compared to $116.8 million for the three months ended September 30, 2021, an increase of $346.4 million. The increase was primarily driven by the goodwill impairment charge recognized during the third quarter of 2022, increase in R&D cost primarily due to employees hired in connection the Vewd Acquisition in July 2022 and increase in variable compensation. The increases were partially offset by decreases in depreciation and amortization expense due to certain fixed assets and acquired intangible assets reaching the end of their useful lives over the past twelve months and decrease in litigation expense due to reduced case activity. Operating expenses for the Product segment for the nine months ended September 30, 2022 were $658.1 million, as compared to $330.4 million for the nine months ended September 30, 2021, an increase of $327.7 million. The increase was primarily driven by the goodwill impairment charge described above, increase in R&D costs primarily due to employees hired in connection with the MobiTV Acquisition in the second quarter of 2021 and the Vewd Acquisition in the third quarter of 2022 and increase in variable compensation. The increases were partially offset by decreases in amortization expense due to certain acquired intangible assets reaching the end of their useful lives over the past twelve and decrease in litigation expense due to reduced case activity. Operating loss for the Product segment for the three months ended September 30, 2022 was $341.5 million, as compared to operating income of $0.9 million for the three months ended September 30, 2021, a decrease of $342.4 million. Operating loss for the nine months ended September 30, 2022 was $291.3 million, as compared to operating income of $31.3 million for the nine months ended September 30, 2021, a decrease of $322.7 million. The decreases were primarily due to reasons stated above. 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 (in thousands, except for percentages) September 30, 2022 December 31, 2021 Cash and cash equivalents $ 271,092 $ 201,121 Short-term investments 1,399 60,534 Total cash, cash equivalents and short-term investments $ 272,491 $ 261,655 Percentage of total assets 13 % 11 % Nine Months Ended September 30, 2022 2021 Net cash from operating activities $ 142,042 $ 165,913 Net cash from investing activities $ (4,313 ) $ (11,560 ) Net cash from financing activities $ (64,339 ) $ (157,914 ) 48 Our primary sources of liquidity and capital resources are our operating cash flows and our short-term investments. Cash, cash equivalents and short-term investments were $272.5 million at September 30, 2022, an increase of $10.8 million from $261.7 million at December 31, 2021. This increase resulted primarily from $142.0 million in cash generated from operations, $28.3 million in proceeds from sales of investments $35.2 million in proceeds from maturities of investments and $14.3 million in proceeds from the issuance of common stock under our employee stock grant programs and employee stock purchase plans, which was partially offset by $50.5 net cash paid for the Vewd Acquisition, $15.6 million in dividends paid, $32.6 million in repurchases of common stock, $30.4 million in repayment of long-term debt, and $12.6 million of capital expenditures. Cash and cash equivalents totaled $271.1 million at September 30, 2022, an increase of $70.0 million from $201.1 million at December 31, 2021. The primary objectives of our investment activities are to preserve principal and to maintain liquidity while at the same time capturing a market rate of return. To achieve these objectives, we maintain a diversified portfolio of securities including money market funds and debt securities. Debt securities include corporate bonds and notes, municipal bonds and notes, commercial paper, treasury and agency notes and bills and certificates of deposit. We invest excess cash predominantly in high-quality investment grade debt securities with less than three years to maturity. Our marketable debt securities are classified as available-for-sale (“AFS”) with credit losses recognized as a credit loss expense and non-credit related unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income or loss. Other than the principal payment of $30.4 million made by us under the Refinanced Term B Loans during the nine months ended September 30, 2022, our cash requirements have not changed materially since December 31, 2021. In addition to our cash requirements, we have returned cash to stockholders through both quarterly dividend payments and repurchases of our common stock under our stock repurchase plan. Quarterly Dividends In October 2022, our Board of Directors authorized payment of a quarterly dividend of $0.05 per share, to be paid in December 2022. We anticipate that all quarterly dividends will be paid out of cash, cash equivalents and short-term investments. Stock Repurchase Plan On June 12, 2020, our Board of Directors terminated a prior stock repurchase program and approved a new stock repurchase plan (the “Plan”) providing for the repurchase of up to $150.0 million of our common stock dependent on market conditions, share price and other factors. No expiration has been specified for this Plan. On April 22, 2021, our Board of Directors authorized an additional $100.0 million of purchases under the Plan. The stock repurchases may be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions, or pursuant to a Rule 10b5-1 plan. Since the inception of the Plan, and through September 30, 2022, we have repurchased an aggregate of approximately 10.0 million shares of common stock at a total cost of $172.2 million at an average price of $17.24. We may continue to execute authorized repurchases from time to time under the Plan. The amount and timing of any repurchases under the Plan depend on a number of factors, including but not limited to, the trading price, volume and availability of our common shares. There is no guarantee that such repurchases under the Plan will enhance the value of our common stock. While we expect to continue to generate cash flows from operating activities in 2022, the COVID-19 pandemic continues to present uncertainties as to the level of such cash flows as compared to prior years. Additionally, transaction costs relating to the Separation of our two business segments are expected to impact operating cash flows for at least the next three months. We have taken actions to manage cash flows by reducing discretionary spending and other variable costs, and closely monitoring receivables and payables. We believe that based on current levels of operations and anticipated growth, our cash from operations, together with cash, cash equivalents and investments currently available, will be sufficient to satisfy our currently anticipated cash requirements through at least the next twelve months and thereafter for the foreseeable future. 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. There can be no assurance that equity or debt financing will be available when needed or, if available, that such financing will be on terms satisfactory to us. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness could result in increased debt service obligations and may include covenants that would restrict our operations. 49 Cash Flows from Operating Activities Cash flows provided by operations were $142.0 million for the nine months ended September 30, 2022, primarily due to our net loss of $372.3 million being further adjusted for non-cash items of depreciation of $16.8 million, amortization of intangible assets of $119.3 million, goodwill impairment charges of $354.0 million, and stock-based compensation expense of $49.3 million. These increases were partially offset by $27.5 million in changes in operating assets and liabilities including payment during the first quarter of employee bonuses earned in 2021. Cash flows provided by operations were $165.9 million for the nine months ended September 30, 2021, primarily due to our net loss of $43.7 million being adjusted for non-cash items of depreciation of $18.0 million, amortization of intangible assets of $156.8 million, stock-based compensation expense of $42.5 million, and a loss on debt extinguishment of $8.0 million. These increases were partially offset by a reduction of $7.1 million in deferred income taxes and $8.3 million in changes in operating assets and liabilities. Cash Flows from Investing Activities Net cash used in investing activities was $4.3 million for the nine months ended September 30, 2022, primarily related to maturities and sales of securities of $63.4 million, partially offset by net cash paid for the Vewd Acquisition of $50.5 million, purchases of short-term investments of $4.5 million and capital expenditures of $12.6 million. The sales of securities included activity in late June in anticipation of the Vewd Acquisition which closed on July 1, 2022. Net cash used in investing activities was $11.6 million for the nine months ended September 30, 2021, primarily related to purchases of short-term investments of $65.4 million, cash used in the MobiTV Acquisition of $17.4 million and capital expenditures of $8.3 million, partially offset by maturities and sales of securities of $79.7 million. Capital Expenditures Our capital expenditures for property, plant, and equipment consist primarily of purchases of computer hardware and software, information systems, production and test equipment. During the nine months ended September 30, 2022 and 2021, we spent $12.6 million and $8.3 million on capital expenditures, respectively, and we expect capital expenditures in the fourth quarter of 2022 to be immaterial. These expenditures are expected to be financed with cash from operations, existing cash and cash equivalents, and short-term investments. 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 $64.3 million for the nine months ended September 30, 2022 primarily due to $30.4 million in repayment of indebtedness, $15.6 million in dividends paid, and $32.6 million in repurchases of common stock, partially offset by $14.3 million in proceeds due to the issuance of common stock under our employee stock grant programs and employee stock purchase plans. Net cash used in financing activities was $157.9 million for the nine months ended September 30, 2021 primarily due to $73.9 million in repayment of indebtedness, $6.8 million in debt refinancing costs, $15.8 million in dividends paid, and $75.2 million in repurchases of common stock, partially offset by $13.8 million in proceeds from the issuance of common stock under our employee stock grant programs and employee stock purchase plans. 50 Long-term Debt On June 8, 2021, we amended (the "Amendment") that certain Credit Agreement dated June 1, 2020 by and among us, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “2020 Credit Agreement”). The 2020 Credit Agreement initially provided for a five-year senior secured term B loan facility in an aggregate principal amount of $1,050 million (the “2020 Term B Loan Facility”). In connection with the Amendment, we made a voluntary prepayment of $50.6 million of the term loan outstanding under the 2020 Credit Agreement using cash on hand. The Amendment provided for, among other things, (i) a new tranche of term loans (the “Refinanced Term B Loans”) in an aggregate principal amount of $810.0 million, (ii) a reduction of the interest rate margin applicable to such loans to (x) in the case of base rate loans, 2.50% per annum and (y) in the case of Eurodollar loans, LIBOR plus a margin of 3.50% per annum, (iii) a prepayment premium of 1.00% in connection with any repricing transaction with respect to the Refinanced Term B Loans within six months of the closing date of the Amendment, (iv) an extension of the maturity to June 8, 2028, and (v) certain additional amendments, including amendments to provide us with additional flexibility under the covenant governing restricted payments. We commenced repaying quarterly installments under the Refinanced Term B Loans in the third quarter of 2021. On July 1, 2022, TiVo Product Holdco LLC, which was subsequently renamed to Xperi Inc., issued a senior unsecured promissory note (the “Promissory Note”) to the sellers of Vewd in a principal amount of $50.0 million. The issuer’s obligations under the Promissory Note are guaranteed by the Company prior to the Separation. Indebtedness outstanding under the Promissory Note bears an interest rate of 6.00% per annum, payable in cash on a quarterly basis. If a certain qualified spin-off transaction occurs, the interest rate will be increased to the greater of (a) 6.00% and (b) the sum of (i) the highest interest rate payable under any credit facility or bonds, debentures, notes or similar instruments where the issuer or any guarantor borrows money or guarantees obligations on a secured basis on or after the date of such spin-off transaction, plus (ii) 2.00%. The Promissory Note will mature on July 1, 2025. The issuer may, at any time and on any one or more occasions, 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. In addition, the Promissory Note has mandatory prepayment provisions upon certain change of control or asset sale events. At September 30, 2022, $759.4 million was outstanding under the Refinanced Term B Loans with an interest rate, including amortization of debt discount and issuance costs, of 6.02%. Interest is payable monthly. Under the existing loan agreements, we have future minimum principal payments for our debt of $10.1 million for the remainder of 2022, $40.5 million in each year from 2023 through 2026, with the remaining principal balance of $587.3 million due in 2028. We are obligated to pay a portion of excess cash flow on an annual basis beginning in March 2023 based on certain leverage ratios and our excess cash flow generated for the immediately preceding calendar year. The Refinanced Term B Loans contain customary covenants, and as of September 30, 2022, we were in full compliance with such covenants. At September 30, 2022, $50 million was outstanding under the Promissory Note with an interest rate of 6.00%. Interest is payable quarterly. The Promissory Note will mature on July 1, 2025. The Promissory Note includes certain covenants that restrict the issuer and each guarantor’s ability to, among other things, incur certain indebtedness or engage in any material line of business substantially different from those lines of business conducted by such entities on the closing date of the acquisition. The Promissory Note does not contain any financial covenants. As of September 30, 2022, we were in full compliance with such covenants. After the Separation, we own the debt under the Refinanced B Term Loans and Xperi Inc. owns the debt under the senior unsecured promissory note. 51 Critical Accounting Policies and Estimates During the three and nine months ended September 30, 2022, there was a significant change in our critical accounting policies and estimates. See “Note 2 – Summary of Significant Accounting Policies” of Notes to the Condensed Consolidated Financial Statements for additional detail. For a discussion of our critical accounting policies and estimates, see Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K. Valuation of goodwill and intangible assets We make judgments about the recoverability of intangible assets whenever events or changes in circumstances indicate that impairment may exist. If such facts and circumstances exist, we assess recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life. Such changes could result in impairment charges or higher amortization expense in future periods, which could have a significant impact on our operating results and financial condition. We perform an annual review of the valuation of goodwill in the fourth quarter, or more often if indicators of impairment exist. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Evaluations of possible impairment and, if applicable, adjustments to carrying values require us to estimate, among other factors, future cash flows, useful lives, and fair market values of our assets. When we conduct our evaluation of goodwill, the fair value of goodwill is assessed using valuation techniques that require significant management estimates and judgment. Should conditions be different from management’s last assessment, significant impairments of goodwill may be required, which would adversely affect our operating results. In performing the quantitative impairment test for goodwill, the fair value of the reporting unit is compared to its carrying amount. We utilize the market capitalization approach to determine the fair value of a reporting unit. Under the market capitalization approach, the fair value of a reporting unit is estimated based on the trading price of our stock as of the test date, or trading prices over a short period of time immediately prior or subsequent to the test date if such prices more reasonably represent the estimated fair value as of the test date, which is further adjusted by a control premium representing the synergies a market participant would achieve when obtaining control of the business. Recent Accounting Pronouncements See “Note 2 – Summary of Significant Accounting Policies ” of the Notes to Condensed Consolidated Financial Statements for a full description of recent accounting pronouncements including the respective expected dates of adoption. 52 Item 3. Quantitative and Qualitati ve Disclosures About Market Risk For a discussion of our market risk, see Part II, Item 7A – Quantitative and Qualitative Disclosures About Market Risk in the Form 10-K.