Adeia Inc (ADEA) 2022 Q2 法說會逐字稿

Good day, everyone. Thank you for standing by. Welcome to Xperi Second Quarter 2022 Earnings Conference Call. (Operator Instructions)

I would now turn the call over to Jill Koval for Xperi. Jill, please go ahead.

Good afternoon, and thank you for joining us as Xperi reports its second quarter 2022 financial results. With me on the call today are Jon Kirchner, Chief Executive Officer; Robert Andersen, Chief Financial Officer; and Paul Davis, President of Adeia. In addition to today's earnings release, there is also an earnings presentation, which you can access along with the webcast on our Investor Relations website.

Before we begin, I would like to provide 2 reminders. First, today's discussion contains forward-looking statements that are predictions, projections or other statements about future events, which are based on management's current expectations and beliefs and therefore, subject to risks uncertainties and changes in circumstances. For more information on the risks and uncertainties that could cause our actual results to differ materially from what we discuss today, please refer to the Risk Factors section in our SEC filings, including our annual report on Form 10-K. Please note that the company does not intend to update or alter these forward-looking statements to reflect events or circumstances arising after this call.

Second, we refer to certain non-GAAP financial measures, which exclude onetime or ongoing noncash acquired intangible amortization charges; costs related to actual or planned business combinations, including transaction fees, integration costs, severance, facility closures and retention bonuses; separation costs; stock-based compensation; loss on debt extinguishment; expense debt refinancing costs; and related tax effects. We have provided reconciliations of these non-GAAP measures to the most directly comparable GAAP measures in the earnings release and on the Investor Relations section of our website. The recording of the conference call will be available on our website at www.xperi.com.

I will now turn the call over to Xperi's CEO, Jon Kirchner.

Thank you, Jill, and thank you, everyone, for joining us on our second quarter earnings call. During the quarter, we continued to focus on executing against our growth initiatives for both our product and IP businesses. As we continue to plan for our upcoming separation this fall, we made exciting progress that better positions each of these businesses to grow and compete in the long term as stand-alone entities.

On the product side, we signed our first Smart TV customer for TiVo OS, with launch expected in mid-2023, validating our OS strategy with this landmark win. In addition, we announced our acquisition of Vewd, a leading global provider of OTT and hybrid TV solutions, which accelerates and scales the deployment of TiVo OS for connected TVs and expands our video-over-broadband offerings.

In automotive, we won a global program with a major European automaker for our single-camera OMS solution across all of its vehicle platforms, with the first launch expected in 2025. We successfully won this program against a large list of competitors, further underscoring the value of our technology and the growing market for enhanced in-cabin safety technologies.

On the IT side, we signed a significant long-term license agreement with a leading consumer electronics and OTT service provider covering both the media and semi IP portfolios, once again demonstrating the longevity and applicability of Adeia's IP.

While the macroeconomic environment continued to be challenging throughout the second quarter due to supply chain challenges and broader inflationary trends, our financial results were good, and demonstrate the strength of our business model and market positions, factors that will have a long-term positive impact as we move forward on an independent basis as separate product and IP companies.

On a combined basis, our total revenue for the second quarter was $234 million, representing 5% growth from the year ago period. Our non-GAAP earnings per share was $0.52. As we announced during the quarter, Paul Davis will become the CEO of Adeia at separation and is currently serving as Adeia's President. Having worked with Paul for over 5 years, I'm confident he has the right experience and leadership skills to drive Adeia's success as a stand-alone public company over the long term. We are pleased to have appointed Keith Jones as the CFO of Adeia as we continue to round out the executive management team. With these appointments and other key hires, our executive teams are well positioned to take both companies forward post separation.

Let me now turn the call over to Paul to provide an update on our IP business. Paul?

Thank you, Jon, for the kind introduction. I am very excited to take on this leadership role at Adeia as it becomes one of the leading independent publicly traded IP licensing businesses at separation later this fall. At Adeia, we have a world-class team of IP licensing executives and professionals, and I am thrilled to have Keith Jones join that team as our Chief Executive -- Chief Financial Officer. Keith's experience in the IP licensing business and his prior public company leadership roles are the perfect strategic fit for Adeia.

Adeia has built a sophisticated and diverse IP platform, driven by pioneering media and semiconductor innovations. The quality and breadth of Adeia's IP portfolio at just under 10,000 patent assets has been a key contributor to our ability to renew and complete new license agreements with world-leading media, entertainment, consumer electronics, social media and semiconductor companies. Adeia will continue to grow its patent portfolios in size and relevance through ongoing investments that are principally focused on internal innovations as well as through targeted acquisitions and strategic management of its patent portfolios.

As Jon noted, during the second quarter, we renewed a significant long-term license agreement with a leading consumer electronics and OTT service provider, covering both the media and semi IP portfolios. Importantly, this renewal, which was completed on attractive terms, represents underlying growth in the OTT market and our expanding IP portfolio. It is also another proof point of the applicability and value of our IP beyond traditional Pay-TV.

We also signed multiple other renewals and new license agreements, including executing a new technology license agreement with SkyWater Technology for access to Adeia's direct bonding and hybrid bonding technologies, which enhance their next-generation devices for commercial and government applications. Advanced packaging technologies have become a key enabler for advancement in product performance in the semiconductor industry. Adeia's pioneering hybrid bonding technology is at the forefront of those advancements as recognized by SkyWater with this new agreement.

Turning to Canada, in June, the Federal Court of Canada issued its ruling in favor of Videotron in our initial round of litigation, which covered Videotron's legacy platform. As previously announced, we are disappointed with this ruling and continue to explore all our options, including appealing the decision. In our initial Bell and TELUS matter, which is before the same judge as the Videotron case, the court indicated that it intends to issue its judgment by the end of August. As a reminder, we filed second rounds of litigation against each of Videotron and Bell last year, and we remain confident in the value of our IP and the long-term opportunity to enter market-based licenses with these parties in Canada. None of the Canadian litigation matters are expected to impact our 2022 guidance, and our IP business outlook remains strong as we continue to successfully license, renew or extend licensing agreements across the industry, including in Canada.

As we prepare for separation, I'm very proud of what the Adeia team has accomplished this year and look forward to growth opportunities in front of us. We have built an incredible licensing platform with consistent and strong cash flows, world-class innovation engines in both our media and semiconductor businesses and an executive leadership team with deep experience in IP licensing.

I will now turn the call back to Jon.

Thank you, Paul. Moving to our product business. We continue to work to strategically position the business for profitable growth as it emerges as an independent company.

During the second quarter, our Pay-TV product category, which includes all of our video-over-broadband service offerings, continued to grow IPTV subscribers at a double-digit rate. This progress demonstrates continued execution on our long-term growth strategy of driving adoption of our higher-value IPTV solutions, which include increasing deployments with operators such as Hotwire, to offset declines in our classic guides business. Importantly, we continue to add new operators with our expanded product offerings. Overall, however, due to ongoing supply chain issues, our Pay-TV product category saw softness in hardware availability, and we are working with additional suppliers to help mitigate some of that pressure.

Our second product category is consumer electronics, which is primarily comprised of 2 platforms: the first being for home audio visual technology in the living room and on the desktop, and the second platform focused on mobile devices comprising mobile audio and imaging solutions. Overall, consumer electronics realized a solid second quarter, driven primarily by the successful resolution of a contract dispute with a large mobile imaging customer. Supply chain pressures continue to create a mixed environment impacting game consoles and sound bars with relief not expected until 2023.

In our Perceive business, which is our machine learning chip and software platform, we continue to support customers as they engage in extensive testing of our machine learning tool chain with their production models and large data sets. That testing continues to go well. Meanwhile, we continue to engage and support an expanding base of potential customers. Given the current environment and supply chain issues, we currently do not expect the first Ergo-based OEM product to ship until 2023.

In our third product category, Connected Car, we're working to create an immersive entertainment platform in the cockpit that brings advanced sound and video, personalized content discovery and a wide array of music and video content. That cockpit of the future will also leverage image sensor technologies to better understand environmental context, consumer behavior and emotional state and to provide important insights to help our partners build better products.

Our strategic execution is well on its way as evidenced this quarter by another major program win. This, with a European car manufacturer choosing our single-camera occupancy monitoring solution to enhance automotive safety across its global vehicle models beginning in 2025. This win was against all the major competitors in the field and gives us further confidence that our strategy and vision around the next-generation cabin is progressing well and sets the stage for meaningful automotive growth over the long term. Connected Car continues to be impacted by supply chain constraints, but there are signs of improvement on the horizon, just not as fast as we'd like to see. Overall, we anticipate 2022 auto sales volumes to be down relative to 2021, consistent with recent IHS forecast with a recovery and growth in 2023 as supply chain issues get resolved.

Our fourth and final product category is Media Platform, which is expected to drive the greatest revenue growth for us over the next several years. Our strategy in Media Platform is to serve the large target markets in Smart TV, Pay-TV and automotive where partners are seeking an independent media platform that can provide an extraordinary experience higher user engagement and provide a share of the downstream monetization revenue. Xperi is uniquely positioned to draw multiple components from each of our product categories to provide an expansive platform footprint. We estimate that nearly 40% of the market is searching for a truly independent platform like ours and a supportive industry partner with deep domain expertise.

As an example, we're very pleased to have signed our first Smart TV customer for TiVo OS, our embedded operating system and media platform for smart TVs, underlying our early progress toward our goal of becoming a leading independent TV OS platform supplier. We further strengthened our product offering and capabilities through the recent acquisition of Vewd, accelerating our progress as we look ahead. Vewd adds some important middleware technology components to our TV technology stack and provides an installed base of approximately 15 million TVs in Europe that can be enabled for monetization over time. Importantly, early customer feedback on the acquisition has been very positive as our customers recognize the benefit of a combined solution, our complementary capabilities and deep domain expertise. Our independent Media Platform strategy that's long been anticipated is currently being executed on and is reaching an important acceleration point. Stay tuned for further updates.

As we approach separation this fall, we will be hosting an Investor Day for both Adeia and Xperi in late September, where we look forward to sharing more insights into both our IP and product businesses, their go-forward growth prospects and long-term strategies. We are extremely excited about the future and our continued progress.

With that, I'll turn the call over to Robert to discuss our financials. Robert?

Thanks, Jon. Let me begin with the financial results for the quarter. Total revenue for the second quarter was $234 million, an increase of 5% from $222 million in the second quarter of last year due to contributions from both the IP and Product businesses. IP revenue in Q2 was $108 million, up 6% from the second quarter of 2021, principally due to upfront revenue received as part of our long-term renewal agreement with a leading consumer electronics and OTT service provider. Revenue in our product business was $126 million, up 5% from $120 million in the year ago period, primarily attributable to the resolution of a long-standing contract dispute with a mobile imaging customer, reaffirming the value of our imaging technology.

Supply chain issues and the impact of inflation on consumer demand persists across many of our product categories, particularly within the Connected Car and Consumer Electronics categories, respectively. The Pay-TV product category, which represented 48% of total product revenue in the quarter, generated $60 million of revenue, down $6.8 million compared to the year ago period as healthy growth in our IPTV service offerings was more than offset by a onetime metadata deal that occurred in the year ago period as well as from churn in our classic guides business.

Moving to the Consumer Electronics category, revenue of $39 million in the quarter accounted for 31% of total product revenue, up $16.8 million from the year ago period. The revenue increase in Q2 was predominantly driven by the previously noted mobile imaging contract dispute resolution. As a category, we continue to expect overall growth in consumer electronics for the full year 2022.

Our Connected Car category achieved quarterly revenue of $21 million, down $1.6 million from the second quarter of 2021. Due to the current macroeconomic environment and its ongoing supply chain challenges, we now expect this category to be down year-over-year, while improving slightly in the second half compared to the first half of 2022.

And for the final product category, Media Platform, revenue for the second quarter was $5.5 million, down $2.5 million from the year ago period as growth in monetization was more than offset by a contract renegotiation for Stream 4K that created a onetime benefit in the second quarter of 2021. With our acquisition of Vewd last month, we expect to accelerate our growth rate for this product category.

On a non-GAAP basis, our cost of revenue was $26.3 million, up just slightly from last year. Non-GAAP adjusted operating expense was $123.6 million, up 14% from Q2 2021 due primarily to higher personnel costs, including from the MobiTV acquisition last year and from increased personnel costs in the IP business as we prepare for separation. Q2 interest expense was $9.4 million, up from $8.4 million in Q1 due to the impact of higher interest rates on our variable rate debt. Other income for the quarter was $0.3 million.

In order to conform more closely with standard practices for non-GAAP measures, beginning this quarter, the company will no longer use cash tax in our non-GAAP EPS calculation. Instead, the company will adjust GAAP tax -- will adjust GAAP income tax to reflect the net direct and indirect income tax effects of the various non-GAAP pretax adjustments. Given the tax forecasting is typically done on an annual basis, we are guiding the use of 13% against non-GAAP earnings before tax as an estimated rate for the remainder of the year. This new methodology will result in a non-GAAP tax number that is $1 million to $2 million higher than our prior 2022 full year guidance range using cash tax.

Moving to the balance sheet. We finished the quarter with $286 million of cash and investments. We paid down another $10.1 million of debt during the quarter to bring our debt balance to $770 million as of June 30, 2022. Net debt at quarter end was $484 million, down 21% from $611 million a year ago. Operating cash flow for the quarter was $40.8 million, down from $56.3 million in Q2 2021 due primarily to significant customer billings at quarter end that have subsequently been collected. During Q2, we paid a cash dividend of $0.05 per share of common stock. We did not make any stock purchases this quarter as we planned for the acquisition of Vewd on July 1 and prepared for capitalization needs of each business as we near separation.

In terms of the year's financial outlook, we are making certain updates that are primarily related to the Vewd acquisition. For revenue, we are raising the lower end of our range by $10 million for an updated range of $930 million to $960 million. We are increasing annual non-GAAP operating expense by approximately $15 million at the midpoint to a range of $510 million to $530 million, and are lowering the top end of our operating cash guidance by $10 million to a range of $210 million to $230 million, due primarily to the impact of rapidly increasing interest rates on our variable rate debt. Along with the incremental debt from the Vewd purchase, we are increasing our interest expense estimate by $8 million to approximately $44 million for the year. Lastly, we are lowering our 2022 cash tax expense range by approximately $2 million to an updated range of $30 million to $33 million. As noted earlier, we will not be using cash tax in the calculation of our non-GAAP EPS, yet we want to provide visibility to a financial metric that was provided for the year.

That concludes our prepared remarks. Let's now open the call for questions. Operator?

(Operator Instructions) We will now take our first question from Matthew Galinko from Maxim Group.

I think, Jon, you said something around 40% TV OEMs are looking for an independent platform. Can you talk about how you found that number, and how you think that you're faring in the initial decision-making process among those OEMs? What's the realistic portion of the market that you're speaking to now, and how much do you think you could get after?

Sure. So I think the way we think about it is you take the broader smart TV universe and you think about the volumes that live in Tier 2 brands and even amongst some Tier 1s, people who are looking for an open-end solution that are seeking the flexibility to customize their own user experience and kind of leverage it across various chip providers and, I think, interested equally in retaining their ability to have a direct customer relationship with the end user and participate in monetization over the long term. So in short, people who are looking for an OEM-branded experience powered by TiVo, not necessarily looking for a TiVo TV.

And I think therein lies, I think, part of the opportunity as we see it. Obviously, that opportunity is in the many tens of millions of units. I can tell you that our discussions, both pre and post the Vewd acquisition, continue to make meaningful progress. And I think people are really interested in our content-first agnostic platform model where we've got some best-in-class, we believe, user experience and personalized content and discovery capabilities, which in the end leads to longer term, greater engagement and ultimately, monetization.

So I think we're excited about the progress we've made. We believe that our strategy is validated by this first customer TV win with a leading Tier 2 that supports multiple brands. And consistent with what we've been saying, we expected first TVs originally in late '23 or '24, we're now kind of moving that time line up to mid-'23 and more news to follow.

Next up, we will have Richard Shannon from Craig-Hallum.

I actually wanted to follow up on that same basic question here. I don't remember if this is specific to what he just asked. But again, what is the source of this 40%, is this your own work or independent work here? And do you see that as a credible opportunity for you or even upside from that? Or how would you characterize that 40%, Jon?

That's our estimate based on some work we've done in and around all the different data in the -- let's call it, the composition of the broader TV market as well as discussions with a number of Tier 2s. So I think how we penetrate that broader universe and where that goes over time will clearly be a function of how consumers react, and we think there'll be very positive experiences as we continue to roll out this program on people sets.

But I think as we sit here today relative to where we are, this opportunity and even achieving a portion of that represents very meaningful growth in the context of our business. And most importantly, allows us to continue to look for ways, complementary ways to drive ever greater experiences that align with kind of user activity, which, in turn, when you think about where the -- stepping back, big picture, where we are from an ad market, some data I've recently seen more or less says that over the last 6 months, OTT viewing hours exceed that of linear TV, and yet only 22% of your ad dollars live on those connected TVs versus what you're seeing elsewhere.

So when you look at the statistics around AVOD and whatnot, and you think about the next 5 to 7 years, we and many others expect tremendous growth in advertising in and around those OTT-based experiences. So I think we're moving into a space that is large and very attractive. And in a way where the opportunity set for us is quite meaningful even if you capture a portion of it. But I think it really is going to come down to our value proposition. And so far, the feedback has been very good.

Okay. And just a quick follow-up on the topic here. I'm assuming wins of your TiVo OS are exclusive per box, but do you expect them also to be exclusive over all OEMs? Or could they be split in some manner?

I think it's certainly a reasonable expectation that people will multi-source, particularly the early stages of our program. What happens thereafter, I think, depends on both the deals and performance and availability and a whole bunch of other factors.

Okay. Second topic here, you announced a win with your OMS platform. Maybe kind of 2 questions here. Can you talked about the nice win here across the entire OEM starting in 2025. Can you maybe talk more broadly about your win and loss rate there? And then also, you specially termed this a win for a single-camera OMS. Are you competing and do you expect to win in the multi-camera OMS at some point?

We are. We're having discussions with people about various solutions. I would say for OMS specifically, there is a lot of -- there are a lot of proposals and a lot of evaluations currently ongoing. And I would say our engagement rate and -- for those which have concluded, we feel very good about how we're doing from a winning process. There's others that are coming along in various ways.

And then I would describe this as distinctly different necessarily than what I'll call the slightly older straight-up driver monitoring category, which is a portion of OMS. But as you really think about full-occupant cabin monitoring, there's a drive to figure out how to do so more efficiently ideally with 1 camera, which is part of the basis of this innovation, which has led to this win. And I think over time, based on the various discussions we're having, I think there'll be more wins to follow.

Next up, we have Hamed Khorsand from BWS Financial.

So first off, just on the different product categories, how well do you have clarity into the second half of the year as far as the conversations you have with your customers?

I think when we look at the second half of the year, we're expecting the product business, so I'll take them each, to be up single digits for the year. And I think when we look at the second half, we're expecting kind of a cautious approach given the shift in supply chain issues, inflationary pressures and kind of the post-COVID transitory shift that we've talked about from consumer priorities, reducing their spend on electronics.

So I think second half, probably a bit cautious on the product side. On IP overall, we expect the business to grow for the year in '22, principally a result of that Microsoft -- excuse me, Micron in Q1, which was a substantial portion of the revenue overall.

And then this renewal that you won with the consumer electronics and OTT provider, is there a lift in revenue coming in, in Q3? And how big of a price adjustment was this with the renewal?

This is Paul Davis. On that deal, it's obviously confidential in nature, but we are -- but did had an impact in Q2 in particular. There was some payments for prior periods that were part of our Q2. As it goes forward into Q3, it was part of our baseline revenue assumption. As you know, our $375 million baseline comprised of contracted revenue and also renewals that we expect as well. And this was a renewal, so it was within that -- within our expectations on that.

Are there any more renewals that you're expecting this year?

We do have a pipeline of renewals that we do expect to close this year, yes.

I was just going to ask, last question was, have you fine-tuned what the capital structure will look like once the company is separated as far as the debt is concerned?

We are -- Adeia's -- that the term loan would remain with Adeia at separation, and that the debt we incurred to purchase Vewd would go with the Product business.

Next up, we have Nick Zangler from Stephens.

Congrats. TiVo Operating System win on a TV OEM. I'm curious, can you tell us any more about that relationship at all? Maybe how many TVs you might expect to be produced there annually, what regions this might be available? Just any more details on the big win here.

Sure. So I think what we can share first and foremost is that we do expect this to become public prior to these TVs shipping next year. So I think more information will be available this fall. So I think that's important to note. The focus of these TVs is outside North America. And it is a leading Tier 2 provider that makes TV sets under multiple brands. So that's as much as I can tell you now. But I think looking forward, we expect to be able to share more information here this fall.

Sure, sure. And then so are you saying then that like the OEMs -- the TV OEMs will utilize the TiVo OS to power an operating system, they'll utilize that TV's OEM's branding? So it's kind of similar to what you guys do within the IPTV segment?

Yes, people will be able to customize their experience powered by TiVo way. We will clearly provide the OS and the media platform that allows you to operate the TV, handle the user interface as well as the various ad-based monetization that relates to that. So what we've built and where we're going is a Linux-based operating system and media platform that will enable TV manufacturers to have a best-in-class UX experience, great personalized content and discovery along with access to a monetization platform. Down -- as we move downstream and those units get in place, we think we'll generate meaningful revenue, not only for us, but for the TV manufacturer.

So you think that you're willing to share in some of the economics that the operating system generates is, I believe, unlike anything any of the other operating system providers are doing right now that license to TV OEMs, a different approach for you guys there?

Yes. I think there are certainly some differences. I also think one of the key differences, when we think about offering an independent media platform, we're content agnostic, we are not trying to entirely control the direct-to-consumer relationship, trying to preserve that, obviously, for the people who make the equipment. We are not in many ways, trying to mirror the models that exist out there with others.

So I think it really comes down to a number of factors, both in terms of the technology, the business approach, the business model as well as our position as being truly independent, where there's a number of manufacturers where they don't want to cast, if you will, their futures in ways with others who may be more inclined to usurp that experience entirely and protect for that relationship and or the monetization of it.

Yes. Great. All right. Final one for me, if you don't mind. Can you help me better understand what you've -- in Vewd here, I'm wondering, does Vewd provide as it stands right now, the OEMs with an operating system as it stands currently? Or does Vewd provide technology that supports third-party operating systems? Just some clarity there. And then maybe how soon you might think you could embed that TiVo plus streaming service into those 15 million TVs that's embedded in the current opportunity?

I think turning on monetization will probably play out over the next 12 to 18 months on those -- the units that are addressable and can be enabled within Europe. So that's the 15 million units we talk about in Europe. Vewd today has a smart TV app framework and core middleware technology that they license to others. And so when you kind of take what they've built, which is being utilized meaningfully by others and you add various components that we have, you've got, if you will, a stronger vertical stack of TV OS software that can serve TV makers and allow them to run this on multiple chipsets, which is important. And so it really, in our view, accelerates our ability to have a more complete offering from a broader TV OS and a Media Platform standpoint.

(Operator Instructions) It looks like there are no more question at this time. I would like to turn the call back over to Mr. Kirchner for any additional or closing remarks.

Thanks, operator. And thanks, everyone, for joining today's call. Both businesses are well positioned for the future as we march closer to our spin date this fall. We're excited to share more about our progress and specific details relating to the structure and outlook for Adeia and Xperi going forward at our upcoming virtual Investor Day in late September. Stay tuned for timing and details. And operator, this concludes today's call.

This concludes today's call. Thank you for your participation. You may now disconnect.