Discontinued Operations | NOTE 7 – DISCONTINUED OPERATIONS On October 1, 2022, the Company completed the Separation of its product business into a separate, independent, publicly-traded company, Xperi Inc. The accounting requirements for reporting the Separation of Xperi Inc. as a discontinued operation were met when the Separation was completed. Accordingly, the historical financial results of Xperi Inc. prior to the Separation are presented as discontinued operations and, as such, are excluded from continuing operations and results of operations from all periods presented. For further information on the Separation, see “Note 1 – The Company and Basis of Presentation ”. The Company’s presentation of discontinued operations excludes general corporate overhead costs, which were historically allocated to Xperi Inc., that do not meet the requirements to be presented in discontinued operations, although such costs are not reflective of the on-going operations of the Company. Such allocations included labor and non-labor costs related to the Company’s corporate support functions (e.g., administration, human resources, finance, accounting, tax, information technology, corporate development, legal, among others) that historically provided support to Xperi Inc. prior to the Separation. In addition, discontinued operations excludes the historical intercompany balances and transactions between the Company and Xperi Inc. that were eliminated in consolidation. In connection with the Separation, the Company incurred separation costs of $ 44.6 million from January 1, 2020 to September 30, 2023. Separation costs primarily consist of third-party advisory, consulting, legal and professional services, IT and employee bonus costs directly related to the Separation, as well as other items that are incremental and one-time in nature. Out of these costs, $ 28.6 million were incurred prior to the Separation and are included in net loss from discontinued operations, net of tax. The remaining separation costs of $ 16.0 million were incurred after the Separation and are reflected in continuing operations within operating expenses in the Company’s Condensed Consolidated Statement of Operations. During the three and nine months ended September 30, 2022, the Company incurred $ 11.1 and $ 17.0 million in separation costs, respectively, which are included in net loss from discontinued operations, net of tax. During the three and nine months ended September 30, 2023, separation costs were not material. The Company and Xperi Inc. entered into various agreements to effect the Separation and provide a framework for their on-going relationship, including a separation and distribution agreement, transition services agreement, employee matters agreement, tax matters agreement, cross business license agreement and data sharing agreement. The transition services agreement consists of services that Xperi Inc. and its subsidiaries will provide to the Company and its subsidiaries for a transitional period, as defined in the agreement. The services to be provided include back office functions and assistance with regard to administrative tasks relating to day-to-day activities as needed, including finance, accounting and tax activities, IT services, customer support, facilities services, human resources, and general corporate support, as well as pass-through services provided by certain vendors. The impact of these transition services on the Company’s Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2023 was not material. Net Loss from Discontinued Operations, Net of Tax The financial results of Xperi Inc. for the three and nine months ended September 30, 2022 are presented as net loss from discontinued operations, net of tax, in the Condensed Consolidated Statements of Operations. The following table presents financial results of Xperi Inc. (in thousands): Three Months Ended Nine Months Ended Revenue $ 121,644 $ 366,735 Operating expenses: Cost of revenue 31,403 85,689 Research and development 57,069 158,676 Selling, general and administrative 49,465 123,794 Depreciation expense 5,025 15,703 Amortization expense 16,613 46,166 Litigation expense ( 73 ) 921 Goodwill impairment 354,000 354,000 Total operating expenses 513,502 784,949 Operating loss ( 391,858 ) ( 418,214 ) Other income and expense, net ( 1,154 ) ( 698 ) Loss before taxes ( 393,012 ) ( 418,912 ) Provision for income taxes ( 9,536 ) 18,066 Net loss from discontinued operations, net of tax $ ( 383,476 ) $ ( 436,978 ) Less: net loss attributable to noncontrolling interest ( 890 ) ( 2,706 ) Net loss attributable to discontinued operations $ ( 382,586 ) $ ( 434,272 ) Transactions of Discontinued Operations The following transactions have been included as part of discontinued operations for all the periods presented. Business Combinations The Company completed certain acquisitions that were accounted for as business combinations, using the acquisition method. The assets and liabilities and results of operations following the business combinations were attributed to the Company’s former product business. The results of operations are presented in the Condensed Consolidated Statements of Operations for all periods as net loss from discontinued operations, net of tax. Vewd Software Holdings Limited On July 1, 2022, 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 total consideration was approximately $ 102.9 million, consisting of approximately $ 52.9 million of cash and $ 50.0 million of debt. Purchase Price Allocation The Vewd Acquisition was 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 their fair values at the acquisition date (in thousands): Estimated Useful Estimated 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 purchase price allocation, including the purchase consideration, was based on valuations and assumptions, including potential changes to prepaid income taxes, current and non-current income taxes payable, deferred taxes, and other working capital adjustments. Vewd Results of Operations The results of operations and cash flows related to the Vewd Acquisition were 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. Transaction Costs In connection with the Vewd Acquisition, the Company incurred 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 Consolidated Statements of Operations as of January 1, 2021 (unaudited, in thousands): Three Months Ended Nine Months Ended September 30, 2022 Net loss attributable to discontinued operations $ ( 382,818 ) $ ( 377,614 ) 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. Goodwill and Identified Intangible Assets During the three months ended September 30, 2022, indicators of potential impairment for the Company’s former product reporting unit were identified such that management concluded it was more-likely-than-not that goodwill was impaired and that a quantitative interim goodwill impairment assessment should be performed as of September 30, 2022. Indicators of potential impairment included a sustained decline in the Company’s stock price during the second half of the third quarter of 2022, reflective of rising interest rates and a continued decline in macroeconomic conditions. The Company proceeded to perform a fair value analysis of the Company’s former product reporting unit using the market capitalization approach. Under this approach, management estimated the fair value of the Company’s former 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 in the third quarter of 2022, which was allocated to the Company’s former product segment and included as part of net loss from discontinued operations, net of tax in the Condensed Consolidated Statement of Operations. The Company also assessed the recoverability of indefinite-lived intangible assets related to the Company’s former product reporting unit and concluded that no impairment existed as of September 30, 2022, as its estimated fair values exceeded their carrying amounts. No impairment indicators were identified with respect to other long-lived assets. Net Cash Flows of Discontinued Operations The following table presents selected financial information related to cash flows from discontinued operations (in thousands): Nine Months Ended Net cash from operating activities $ 2,814 Net cash from investing activities $ ( 61,587 ) |