Jon Kirchner
Analyst · B. Riley
Thanks, Geri, and thanks, everyone, for joining us. 2019 was both a strategic and a building year for Xperi. We generated record operating cash flow of $169 million, significantly above our original outlook. We paid down $150 million in debt and returned $40 million to shareholders through dividends. We also accomplished several key milestones within each of our markets. Starting with the product business. In automotive, we signed our first license agreements for both Connected Radio and occupancy monitoring, which is a growing opportunity for the company as a leader in entertainment and safety in the car. In home, we increased our penetration of DTS:X and Virtual:X in TVs, sound bars and AVRs. We continue to expand the IMAX Enhanced ecosystem now available with 4 streaming services, 17 device manufacturers and in 14 countries. This positions us well for further penetration and growth within the home entertainment market. In mobile, we advanced our leadership position in gaming through the launch of Sound Unbound, and continue to add PC, mobile and gaming headset partners in this space. Gaming is a key part of our growth opportunity in mobile. And lastly, I'm also incredibly excited to share with you for the first time, the significant progress we have made on a new initiative to develop an advanced machine learning, hardware and software platform that we expect will drive meaningful future growth and expand our business opportunity. We will cover this later in the call. In our IP business, we recently announced that we've entered into a new IP license, along with the technology transfer agreement with SK hynix. This is a major milestone and proof point for DBI Ultra bonding technologies in the memory market. In addition to providing access to our broader semiconductor IP portfolio, this agreement includes a technology transfer of DBI Ultra, initially focused on next-generation memory solutions. This milestone is indicative of the relevance and importance of DBI for an expanding range of high-volume semiconductor products, which should provide licensing growth over time. And importantly, in December, we announced a strategic combination with TiVo, which will combine 2 strong IP franchises and establish a larger and more robust product technology licensing business in the home, automotive and mobile device markets. We believe combining TiVo and Xperi and subsequently separating the IP and product businesses will create significant strategic and financial value for our shareholders. Let me explain why. First, in our IP licensing business, we have demonstrated an ability to conclude highly profitable and cash-generative license agreements. However, the subscale and episodic nature of this business has made investing into this business and related visibility challenging. Through this transaction, our IP business will be combined with TiVo's IP business, which operates a far more stable, recurring licensing model with greater visibility. When combined, among other benefits, the resulting IP business will have far more scale, more capacity for consistent investment, greater diversification, greater profitability, and as a result, better prospects for long-term cash flow generation than either of our respective IP businesses have today. For example, as disclosed in our proxy, without taking into account synergies, the mean of our combined 2020 forecast for the IP business to generate $500 million in top line and $350 million in EBITDA. On a stand-alone basis, this will be the largest public IP licensing company. Second, in the consumer electronics market, scale is a strategic imperative to enable the innovation, investments and market position necessary to drive sustainable growth and long-term profitability. Through the TiVo transaction, we accomplished exactly that, gain significant scale, technology depth and a platform relevant to one of the largest challenges consumers face today, how to find, watch and enjoy entertainment. As a result, our combined business will be able to leverage our significant TV licensing footprint and our leadership position in automotive infotainment to drive more rapid growth for TiVo's platform. In addition, the combination enables important new growth vectors for Xperi, including media metadata, content discovery and direct-to-consumer advertising. As disclosed in our proxy, without taking into account synergies, the mean of our combined 2020 forecast for the product business to generate $588 million in top line and $74 million in EBITDA, and we expect to recognize an excess of $125 million in revenue synergies by 2024. The increased scale and breadth of our product business combination should provide greater growth and more attractive long-term profitability. Third, the combination of our businesses will yield significant revenue and cost synergies, resulting in a more efficient platform, greater profitability and value for investors. Our management team has demonstrated ability to successfully manage M&A integration, exceed target cost synergies and drive focus on key initiatives gives us confidence in our ability to create significant value through the transaction. In addition to the revenue synergies, we expect to recognize $50 million of expense synergies on an annualized basis in 2021. Given each company's challenge of being subscale and IP licensing and product licensing, we believe that this combination and subsequent larger scale separation represents the best path forward to maximize shareholder value. From a financial perspective, this transaction is compelling when one looks at the numbers as prepared and outlined in the Form S-4 filed today. The combined top line is greater than $1 billion even before considering the long-term revenue synergies, we think can be achieved. When combined adjusted EBITDA is well in excess of $400 million. Additionally, it is worth noting that through our combination and subsequent separation, we expect to substantially preserve the tax benefit from the approximately $900 million in NOLs currently on TiVo's balance sheet. Given the tremendous profitability of the combined IP business, we expect to be able to utilize this asset to generate significant cash flows for the business. If one assumes a blended U.S. tax rate of approximately 23%, this tax asset translates to approximately $200 million in value alone. Since the merger announcement, we have made significant progress towards closing the transaction. We've received HSR clearance, one of the key conditions to closing. We kicked off our integration planning efforts with a focus on combining our respective product and IP businesses, while keeping them internally separate. This will help facilitate their separation into 2 independent public companies with greater scale, each with a different and attractive investment profile. We have now socialized the transaction with our employees and many of our partners and customers, and the feedback has been very positive. On the product side, some customers quickly understood our vision around a larger stack of best-in-class technology that moves up the value chain and extends from capture to discovery to playback. We've had a number of requests for meetings to discuss our long-term product vision and road maps. And this reaffirms our confidence and our ability to recognize revenue synergies to grow our business. In addition, separating the combined product business will enable the pursuit of a focused strategy without some of the volatility, uncertainty and dis-synergy presented by being connected to an IP licensing business. Now I'd like to turn to a new initiative, and I am particularly excited about. Over the past two years, we have been investing in a confidential R&D project, that combines our work on advanced machine learning with Xperi's unique experience in imaging, audio and semiconductor technologies. The result is the successful development of the new hardware and software machine learning platform for edge-based computing, initially targeted at the market for smart consumer electronics. This market is comprised of billions of devices across IoT and home, mobile and automotive applications. This new platform enables us to provide advanced imaging and audio applications as well as a range of new applications that further utilize other types of sensing capabilities. The platform addresses challenges associated with cloud computing, including the amount of data required to be transmitted and associated privacy implications by enabling advanced machine learning capability at the edge. Importantly, this platform allows us to bring more complete solutions to customers, migrating us further up the value chain, increasing both addressable market size and ASPs. This effort is run by our CTO, Steve Teig, and today that's been funded by Xperi. It has been structured as a spin in and operated in the spirit of a startup to attract top talent. The team is already working with lead customers in the home security space, sampling chips and expects to ship production chips in software later this year. We expect the first target market to be home cameras, where there is a growing awareness of privacy issues, creating a significant opportunities for edge-based AI solutions that can process data without sending it to the cloud. This is a large and growing market, where security and monitoring products represent the vast majority of the current $12.4 billion smart home device market. Additional market opportunities, including other smart home electronics, wearables, mobile, enterprise, industrial and automotive applications are expected to follow as connected devices continue to proliferate and increasingly require intelligence at the edge. The team has done some incredible work to bring this product to market. We are excited about the prospects for this new platform and expect to recognize billing contributions from this initiative late this year. Given incredibly strong customer interest, we plan to focus more of our investment dollars on this initiative during 2020 to support commercialization and product rollout. We look forward to sharing more details about this platform and its highly disruptive set of capabilities in the next few months. On the IP side, Xperi's R&D capability, IP sourcing expertise, deep litigation experience and successful track record in IP assertion will augment TiVo's strong media IP licensing platform and its track record of delivering a recurring base of IP revenue. Together, we believe the size and the diversification of the portfolio, the quality and expertise of the team and the broader market TAM will lead to improved IP licensing outcomes, greater cash flow generation and improved visibility over the long term. As we move forward, our focus will be on rapid integration and the realization of revenue and cost synergies to quickly realize the full potential of this transaction. During our due diligence process, we extensively evaluated the potential to quickly and efficiently combine and then separate our respective IP and product businesses. It is our intent to do so within 12 months of closing. We are pleased by the progress we've made, and we are confident in our ability to successfully execute on the strategy. Entering 2020, we are focused on a limited set of key priorities across our business. These are as follows. Closing the TiVo transaction and executing our integration and synergy plans to drive shareholder value. In automotive, supporting the commercialization of Connected Radio and our in-cabin monitoring solutions, both expected to launch in vehicles in the back half of 2020. This kicks off an important growth cycle for the next 3 to 5 years. In mobile, building on our leadership position in gaming, as gaming is a rapidly growing category. In home, further driving expansion of the IMAX Enhanced program, adding more content, more streaming services and more devices to build a more valuable long-term ecosystem. Supporting our product business, we will continue development and commercialization of our new product -- excuse me, our new hardware and software machine learning platform for edge-based computing, which provides a new and large growth factor. And finally, in IP licensing, building our portfolio, advancing our pipeline of opportunities and accelerating the adoption of our Invensas bonding technologies to drive a larger base of licensing opportunities. With that, I'll turn the call over to Robert to discuss our financials.