8-K
false000180369600018036962024-11-072024-11-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 7, 2024

 

ADEIA INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware

001-39304

84-4734590

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3025 Orchard Parkway

San Jose, California 95134

(Address of Principal Executive Offices, including Zip Code)

(408) 473-2500

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock (par value $0.001 per share)

ADEA

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On November 7, 2024, Adeia Inc. (the “Company” or “Adeia”) announced its financial results for the third quarter ended September 30, 2024. A copy of the Company’s press release announcing these financial results and other information regarding its financial condition is attached hereto as Exhibit 99.1 to this Form 8-K.

The information in Item 2.02 of this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated November 7, 2024

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 7, 2024

 

ADEIA INC.

 

 

 

 

 

 

 

 

By:

/s/ Keith A. Jones

 

 

Name:

Keith A. Jones

 

 

 

 

 

 

 

 

Title:

Chief Financial Officer

 


EX-99.1

 

 

Exhibit 99.1

FOR IMMEDIATE RELEASE

https://cdn.kscope.io/88aab9848bd880fce499fbf3dfaff5e4-img89383942_0.jpg

 

ADEIA ANNOUNCES third quarter 2024 FINANCIAL RESULTS

 

Signed 7 deals across multiple verticals in the third quarter

Board increased share repurchase authorization up to $200 million

Filed patent infringement litigation against Disney

Signed a new multi-year e-commerce license agreement with a leading luxury retailer

SAN JOSE, Calif. – November 7, 2024 – Adeia Inc. (Nasdaq: ADEA) (the “Company” or “Adeia”) today announced financial results for the third quarter ended September 30, 2024.

“In the third quarter, we signed 7 deals in multiple verticals including consumer electronics, Pay-TV, OTT and semiconductor. Our financial results remain solid as we delivered $86.1 million in revenue and an EBITDA margin of approximately 60%. We continue to execute on our long-term strategy and we are making significant progress in expanding our pipeline of opportunities in OTT, semiconductor and adjacent media markets. We remain confident in our ability to achieve our long-term revenue growth target. We also continued to make accelerated repayments on our debt during the quarter and with our Board’s recent increased share repurchase authorization we look forward to taking a more balanced approach to capital allocation beginning in the fourth quarter, which includes our quarterly dividend, debt paydown, tuck-in acquisitions, and stock repurchases,” said Paul E. Davis, chief executive officer of Adeia. “As demonstrated by the over 100 license agreements we have signed since the beginning of 2021, our preferred approach is to find a mutually acceptable resolution without litigation. However, we occasionally need to file litigation to protect the value of our intellectual property. Earlier today we filed litigation against The Walt Disney Company and certain of its subsidiaries, including Hulu and ESPN. While we remain open to a mutually beneficial resolution, we are confident in the litigation we filed and are fully prepared to proceed through the entirety of the legal process.”

Third Quarter Financial Highlights

Revenue was $86.1 million as compared to $87.4 million in the second quarter of 2024
GAAP diluted earnings per share (EPS) was $0.17 and non-GAAP diluted EPS was $0.27
GAAP net income was $19.3 million and adjusted EBITDA was $51.3 million
Cash flows from operations was $14.3 million
Made accelerated debt repayment of $12.0 million on our term loan during the quarter

Business Highlights

Signed 7 deals across multiple verticals including consumer electronics, Pay-TV, OTT and semiconductor
LG Electronics, a global provider of consumer electronics, signed a multi-year renewal for access to our media portfolio
VIZIO, a leading smart TV brand, signed a multi-year renewal for access to our media portfolio
Liberty Global, a European Pay-TV operator, signed a multi-year renewal for access to our media portfolio
Signed additional renewals with a provider of streaming services and devices, a provider of online programming guides, and an OTT provider in Korea for access to our media portfolio, and signed an agreement with an existing semiconductor customer for advanced hybrid bonding engineering support
Filed litigation against The Walt Disney Company and certain of its subsidiaries, including Hulu and ESPN
Signed a new multi-year agreement with a leading luxury retailer with a growing e-commerce presence

 

Capital Allocation

In October, the Board of Directors approved an increase of the existing share repurchase authorization up to a total of $200.0 million.

 


 

 

During the quarter, the Company made a $12.0 million principal repayment towards its term loan, bringing the outstanding balance to $537.1 million as of September 30, 2024.

On September 16, 2024, the Company distributed $5.5 million to stockholders of record on August 27, 2024, for a quarterly cash dividend of $0.05 per share of common stock.

On October 23, 2024, the Board of Directors declared a dividend of $0.05 per share of common stock, payable on December 18, 2024, to stockholders of record on November 27, 2024.

Financial Outlook

The Company is adjusting and narrowing its full-year 2024 outlook as follows:

Category
(in millions, except for tax rate)

 

2024
GAAP Outlook

 

2024
Non-GAAP Outlook

 

 

Updated

 

Prior

 

Updated

 

Prior

Revenue

 

$370.0 − 400.0

 

$380.0 − 420.0

 

$370.0 − 400.0

 

$380.0 − 420.0

Operating expenses(1)

 

$246.0 − 254.0

 

$249.0 − 263.0

 

$144.0 − 148.0

 

$145.0 − 155.0

Interest expense

 

$52.0 − 53.0

 

$52.0 − 55.0

 

$52.0 − 53.0

 

$52.0 − 55.0

Other income

 

$5.5 − 6.0

 

$5.0 − 6.0

 

$5.5 − 6.0

 

$5.0 − 6.0

Tax rate

 

15% − 30%

 

15% − 30%

 

23%

 

23%

Net income(2)

 

$65.9 − 69.3

 

$71.4 − 75.6

 

$138.2 − 157.9

 

$144.8 − 166.3

Adjusted EBITDA(2)

 

N/A

 

N/A

 

$228.0 − 254.0

 

$237.5 − 267.5

Diluted shares outstanding

 

113.0 − 114.0

 

113.0 − 114.0

 

113.0 − 114.0

 

113.0 − 114.0

(1) See tables for reconciliation of GAAP to non-GAAP operating expenses

(2) See tables for reconciliation of GAAP net income to (i) non-GAAP net income and (ii) adjusted earnings before interest expense, income taxes, depreciation and amortization (adjusted EBITDA)

Conference Call Information

The Company will hold its third quarter 2024 earnings conference call at 2:00 PM Pacific Time (5:00 PM Eastern Time) on Thursday, November 7, 2024. To access the call in the U.S., please dial +1 (888) 660-6411, and for international callers, dial +1 (929) 203-0849. All participants should dial in 15 minutes prior to the start of the conference call. The Company also suggests utilizing the webcast link to access the live call and the replay at Q3 2024 Earnings Call Webcast.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on information available to the Company as of the date hereof, as well as the Company’s current expectations, assumptions, estimates and projections that involve risks and uncertainties. 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. 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 new 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; the Company’s ability to achieve the intended benefits of, and its ability to recognize the anticipated tax treatment of, the spin-off of its product business; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, natural disasters and future outbreaks or pandemics, each of which may have an adverse impact on the Company’s business, results of operations, and financial condition. These risks, as well as other risks associated with the Company’s business, are more fully discussed in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. While the list of factors presented here is, and the list of factors presented in the Company’s filings with the SEC are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

 


 

 

Causes of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, failure to complete licensing arrangements on anticipated terms and timeline, failure to prevail in litigation we may bring against third parties, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s consolidated financial condition, results of operations, liquidity or trading price of common stock. The Company does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

About Adeia Inc.

Adeia is a leading R&D and intellectual property (IP) licensing company that accelerates the adoption of innovative technologies in the media and semiconductor industries. Adeia’s fundamental innovations underpin technology solutions that are shaping and elevating the future of digital entertainment and electronics. Adeia’s IP portfolios power the connected devices that touch the lives of millions of people around the world every day as they live, work and play. For more, please visit www.adeia.com.

Non-GAAP Financial Measures

In addition to disclosing financial results calculated in accordance with U.S. Generally Accepted Accounting Principles (GAAP), the Company’s earnings release contains non-GAAP financial measures adjusted, where applicable, for either one-time or ongoing non-cash acquired intangibles amortization charges, costs related to actual or planned business combinations including transaction fees, integration costs, severance, facility closures, and retention bonuses, separation costs, all forms of stock-based compensation, loss on debt extinguishment, expensed debt refinancing costs, impairment of intangible assets, impact of certain foreign currency adjustments, discontinued operations and related tax effects. In addition, adjusted EBITDA adjusts for recurring charges of interest expense, income taxes, depreciation and amortization. Management believes that the non-GAAP measures used in this release provide investors with important perspectives on the Company’s ongoing business and financial performance and are helpful to provide investors with an understanding of our core operating results reflecting our normal business operations. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. Our use of non-GAAP financial measures has certain limitations in that the non-GAAP financial measures we use may not be directly comparable to those reported by other companies. For example, the terms used in this press release, such as EBITDA margin, which is defined as EBITDA as a percentage of revenue, adjusted EBITDA, non-GAAP operating expenses, non-GAAP net income and non-GAAP diluted earnings per share (EPS) do not have a standardized meaning. Other companies may use the same or similarly named measures, but exclude different items, which may not provide investors with a comparable view of our performance in relation to other companies. We seek to compensate for the limitation of our non-GAAP presentation by providing a detailed reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures in the tables attached hereto. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures. All financial data is presented on a GAAP basis except where the Company indicates its presentation is on a non-GAAP basis.

Set forth below are reconciliations of the Company’s reported and forecasted GAAP to non-GAAP financial metrics.

Investor Contact:

Chris Chaney

Vice President, Investor Relations

IR@adeia.com

– Tables Follow –

SOURCE: ADEIA INC.

ADEA

 


 

 


 

 

 

 

 

 

ADEIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,
2024

 

 

September 30,
2023

 

 

September 30,
2024

 

 

September 30,
2023

 

Revenue

 

$

86,101

 

 

$

101,397

 

 

$

256,856

 

 

$

301,921

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

14,825

 

 

 

13,768

 

 

 

43,549

 

 

 

39,895

 

Selling, general and administrative

 

 

26,903

 

 

 

21,921

 

 

 

75,549

 

 

 

71,177

 

Amortization expense

 

 

13,600

 

 

 

23,386

 

 

 

56,787

 

 

 

70,725

 

Litigation expense

 

 

2,652

 

 

 

2,205

 

 

 

9,844

 

 

 

7,161

 

Total operating expenses

 

 

57,980

 

 

 

61,280

 

 

 

185,729

 

 

 

188,958

 

Operating income

 

 

28,121

 

 

 

40,117

 

 

 

71,127

 

 

 

112,963

 

Interest expense

 

 

(12,758

)

 

 

(15,659

)

 

 

(40,229

)

 

 

(47,137

)

Other income and expense, net

 

 

1,431

 

 

 

1,486

 

 

 

4,259

 

 

 

4,723

 

Loss on debt extinguishment

 

 

 

 

 

 

 

 

(453

)

 

 

 

Income before income taxes

 

 

16,794

 

 

 

25,944

 

 

 

34,704

 

 

 

70,549

 

Provision for (benefit from) income taxes

 

 

(2,520

)

 

 

1,712

 

 

 

6,109

 

 

 

15,877

 

Net income

 

$

19,314

 

 

$

24,232

 

 

$

28,595

 

 

$

54,672

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.18

 

 

$

0.23

 

 

$

0.26

 

 

$

0.51

 

Diluted

 

$

0.17

 

 

$

0.21

 

 

$

0.25

 

 

$

0.48

 

Weighted average number of shares used in per share calculations:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

109,035

 

 

 

106,902

 

 

 

108,491

 

 

 

106,322

 

Diluted

 

 

113,124

 

 

 

112,929

 

 

 

112,881

 

 

 

112,765

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

ADEIA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

 

 

September 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

60,698

 

 

$

54,560

 

Marketable securities

 

 

28,486

 

 

 

29,012

 

Accounts receivable, net

 

 

43,948

 

 

 

39,651

 

Unbilled contracts receivable

 

 

101,593

 

 

 

74,919

 

Other current assets

 

 

9,985

 

 

 

7,700

 

Total current assets

 

 

244,710

 

 

 

205,842

 

Long-term unbilled contracts receivable

 

 

62,880

 

 

 

73,843

 

Property and equipment, net

 

 

6,473

 

 

 

6,971

 

Operating lease right-of-use assets

 

 

8,817

 

 

 

9,484

 

Intangible assets, net

 

 

297,361

 

 

 

347,172

 

Goodwill

 

 

313,660

 

 

 

313,660

 

Long-term income tax receivable

 

 

120,391

 

 

 

120,338

 

Other long-term assets

 

 

28,873

 

 

 

28,246

 

Total assets

 

$

1,083,165

 

 

$

1,105,556

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

7,717

 

 

$

9,623

 

Accrued liabilities

 

 

18,473

 

 

 

19,138

 

Current portion of long-term debt, net

 

 

24,732

 

 

 

66,145

 

Deferred revenue

 

 

20,576

 

 

 

7,132

 

Total current liabilities

 

 

71,498

 

 

 

102,038

 

Deferred revenue, less current portion

 

 

24,474

 

 

 

17,672

 

Long-term debt, net

 

 

499,692

 

 

 

519,550

 

Noncurrent operating lease liabilities

 

 

9,180

 

 

 

9,730

 

Long-term income tax payable

 

 

82,422

 

 

 

81,834

 

Other long-term liabilities

 

 

17,684

 

 

 

18,110

 

Total liabilities

 

 

704,950

 

 

 

748,934

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

Common stock

 

 

124

 

 

 

121

 

Additional paid-in capital

 

 

639,727

 

 

 

635,331

 

Treasury stock at cost

 

 

(234,057

)

 

 

(222,497

)

Accumulated other comprehensive loss

 

 

151

 

 

 

(8

)

Accumulated deficit

 

 

(27,730

)

 

 

(56,325

)

Total stockholders’ equity

 

 

378,215

 

 

 

356,622

 

Total liabilities and equity

 

$

1,083,165

 

 

$

1,105,556

 

 

 


 

 

 

 

ADEIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

Nine Months Ended

 

 

 

September 30,
2024

 

 

September 30,
2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

28,595

 

 

$

54,672

 

Adjustments to reconcile net income to net cash from operating activities:

 

 

 

 

 

 

Depreciation of property and equipment

 

 

1,536

 

 

 

1,151

 

Amortization of intangible assets

 

 

56,787

 

 

 

70,725

 

Stock-based compensation expense

 

 

19,156

 

 

 

13,070

 

Deferred income tax

 

 

(1,818

)

 

 

2

 

Loss on debt extinguishment

 

 

453

 

 

 

 

Amortization of debt issuance costs

 

 

2,429

 

 

 

3,251

 

Other

 

 

(1,421

)

 

 

107

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(3,547

)

 

 

13,728

 

Unbilled contracts receivable

 

 

(15,711

)

 

 

(34,415

)

Other assets

 

 

(481

)

 

 

9,993

 

Accounts payable

 

 

(170

)

 

 

265

 

Accrued and other liabilities

 

 

(1,053

)

 

 

(14,515

)

Deferred revenue

 

 

20,246

 

 

 

(4,719

)

Net cash from operating activities

 

 

105,001

 

 

 

113,315

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(1,274

)

 

 

(1,936

)

Purchases of intangible assets

 

 

(8,476

)

 

 

(95

)

Purchases of short-term investments

 

 

(25,094

)

 

 

(33,598

)

Proceeds from maturities of investments

 

 

26,450

 

 

 

3,800

 

Net cash from investing activities

 

 

(8,394

)

 

 

(31,829

)

Cash flows from financing activities:

 

 

 

 

 

 

Dividends paid

 

 

(16,303

)

 

 

(15,979

)

Repayment of debt

 

 

(64,153

)

 

 

(118,875

)

Proceeds from employee stock purchase program and exercise of stock options

 

 

1,547

 

 

 

1,172

 

Repurchases of common stock for tax withholdings on equity awards

 

 

(11,560

)

 

 

(10,504

)

Net cash from financing activities

 

 

(90,469

)

 

 

(144,186

)

Net increase (decrease) in cash and cash equivalents

 

 

6,138

 

 

 

(62,700

)

Cash and cash equivalents at beginning of period

 

 

54,560

 

 

 

114,555

 

Cash and cash equivalents at end of period

 

$

60,698

 

 

$

51,855

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

ADEIA INC.

GAAP TO NON-GAAP RECONCILIATIONS

(in thousands, except per share amounts)

(unaudited)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,
2024

 

 

September 30,
2023

 

 

September 30,
2024

 

 

September 30,
2023

 

GAAP net income

 

$

19,314

 

 

$

24,232

 

 

$

28,595

 

 

$

54,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to GAAP net income:

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

1,126

 

 

 

767

 

 

 

3,028

 

 

 

2,097

 

Selling, general and administrative

 

 

6,293

 

 

 

4,107

 

 

 

16,128

 

 

 

10,973

 

Amortization expense

 

 

13,600

 

 

 

23,386

 

 

 

56,787

 

 

 

70,725

 

Transaction costs recorded in selling, general and administrative

 

 

 

 

 

 

 

 

1,255

 

 

 

 

Separation and other related costs recorded in selling, general and administrative (1)

 

 

1,613

 

 

 

1,915

 

 

 

4,204

 

 

 

10,223

 

Severance and retention costs recorded in selling, general and administrative

 

 

 

 

 

 

 

 

 

 

 

78

 

Total operating expenses adjustments

 

 

22,632

 

 

 

30,175

 

 

 

81,402

 

 

 

94,096

 

Other income and expense, net

 

 

 

 

 

 

 

 

 

 

 

(302

)

Loss on debt extinguishment

 

 

 

 

 

 

 

 

453

 

 

 

 

Non-GAAP tax adjustment (2)

 

 

(11,588

)

 

 

(11,195

)

 

 

(20,699

)

 

 

(21,921

)

Non-GAAP net income

 

$

30,358

 

 

$

43,212

 

 

$

89,751

 

 

$

126,545

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,
2024

 

 

September 30,
2023

 

 

September 30,
2024

 

 

September 30,
2023

 

GAAP diluted earnings per share

 

$

0.17

 

 

$

0.21

 

 

$

0.25

 

 

$

0.48

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to GAAP diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

0.01

 

 

 

0.01

 

 

 

0.03

 

 

 

0.02

 

Selling, general and administrative

 

 

0.06

 

 

 

0.04

 

 

 

0.14

 

 

 

0.10

 

Amortization expense

 

 

0.12

 

 

 

0.21

 

 

 

0.50

 

 

 

0.63

 

Transaction costs recorded in selling, general and administrative

 

 

 

 

 

 

 

 

0.01

 

 

 

 

Separation and other related costs recorded in selling, general and administrative (1)

 

 

0.01

 

 

 

0.02

 

 

 

0.04

 

 

 

0.09

 

Total operating expenses adjustments

 

 

0.20

 

 

 

0.28

 

 

 

0.72

 

 

 

0.84

 

Other income and expense, net

 

 

 

 

 

 

 

 

 

 

 

 

Loss on debt extinguishment

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP tax adjustment (2)

 

 

(0.10

)

 

 

(0.11

)

 

 

(0.17

)

 

 

(0.20

)

Non-GAAP diluted earnings per share

 

$

0.27

 

 

$

0.38

 

 

$

0.80

 

 

$

1.12

 

(1) Represents separation and related costs that were incurred subsequent to the separation on October 1, 2022, including expenses incurred on a transitional basis under a contract shared with Xperi Inc.

(2) The provision for income taxes is adjusted to reflect the net income tax effects of the various non-GAAP pretax adjustments.

 


 

 

 

 

ADEIA INC.

GAAP NET INCOME TO

ADJUSTED EBITDA RECONCILIATION

(in thousands)

(unaudited)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,
2024

 

 

September 30,
2023

 

 

September 30,
2024

 

 

September 30,
2023

 

GAAP net income

 

$

19,314

 

 

$

24,232

 

 

$

28,595

 

 

$

54,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to GAAP net income:

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

1,126

 

 

 

767

 

 

 

3,028

 

 

 

2,097

 

Selling, general and administrative

 

 

6,293

 

 

 

4,107

 

 

 

16,128

 

 

 

10,973

 

Transaction costs recorded in selling, general and administrative

 

 

 

 

 

 

 

 

1,255

 

 

 

 

Separation and other related costs recorded in selling, general and administrative (1)

 

 

1,613

 

 

 

1,915

 

 

 

4,204

 

 

 

10,223

 

Severance and retention costs recorded in selling, general and administrative

 

 

 

 

 

 

 

 

 

 

 

78

 

Amortization expense

 

 

13,600

 

 

 

23,386

 

 

 

56,787

 

 

 

70,725

 

Depreciation expense

 

 

526

 

 

 

385

 

 

 

1,536

 

 

 

1,151

 

Interest expense

 

 

12,758

 

 

 

15,659

 

 

 

40,229

 

 

 

47,137

 

Other income and expense, net

 

 

(1,431

)

 

 

(1,486

)

 

 

(4,259

)

 

 

(4,723

)

Loss on debt extinguishment

 

 

 

 

 

 

 

 

453

 

 

 

 

Provision for (benefit from) income taxes

 

 

(2,520

)

 

 

1,712

 

 

 

6,109

 

 

 

15,877

 

Adjusted EBITDA

 

$

51,279

 

 

$

70,677

 

 

$

154,065

 

 

$

208,210

 

(1) Represents separation and related costs that were incurred subsequent to the separation on October 1, 2022, including expenses incurred on a transitional basis under a contract shared with Xperi Inc.

 

ADEIA INC.

RECONCILIATION FOR GUIDANCE

ON OPERATING EXPENSES

(in millions)

(unaudited)

 

Year Ended

 

 

December 31, 2024

 

 

Low

 

 

High

 

GAAP operating expenses

$

246.0

 

 

$

254.0

 

Amortization expense

 

71.0

 

 

 

71.0

 

Stock-based compensation expense

 

25.0

 

 

 

27.0

 

Separation and related costs (1)

 

6.0

 

 

 

8.0

 

Total of non-GAAP adjustments

 

102.0

 

 

 

106.0

 

Non-GAAP operating expenses

$

144.0

 

 

$

148.0

 

(1) Represents separation and related costs that were incurred subsequent to the separation on October 1, 2022, including expenses incurred on a transitional basis under a contract shared with Xperi Inc.

 


 

 

 

 

ADEIA INC.

RECONCILIATION FOR GUIDANCE

ON NET INCOME

(in millions)

(unaudited)

 

Year Ended

 

 

December 31, 2024

 

 

Low

 

 

High

 

GAAP net income

$

65.9

 

 

$

69.3

 

Amortization expense

 

71.0

 

 

 

71.0

 

Stock-based compensation expense

 

25.0

 

 

 

27.0

 

Separation and related costs (1)

 

6.0

 

 

 

8.0

 

Total of non-GAAP operating expenses

 

102.0

 

 

 

106.0

 

Non-GAAP tax adjustment (2)

 

(29.7

)

 

 

(17.4

)

Non-GAAP net income

$

138.2

 

 

$

157.9

 

(1) Represents separation and related costs that were incurred subsequent to the separation on October 1, 2022, including expenses incurred on a transitional basis under a contract shared with Xperi Inc.

(2) The provision for income taxes is adjusted to reflect the net income tax effects of the various non-GAAP pretax adjustments.

 

 

ADEIA INC.

RECONCILIATION FOR GUIDANCE ON

ADJUSTED EBITDA

(in millions)

(unaudited)

 

Year Ended

 

 

December 31, 2024

 

 

Low

 

 

High

 

GAAP net income

$

65.9

 

 

$

69.3

 

Stock-based compensation expense

 

25.0

 

 

 

27.0

 

Separation and related costs (1)

 

6.0

 

 

 

8.0

 

Amortization expense

 

71.0

 

 

 

71.0

 

Depreciation expense

 

2.0

 

 

 

2.0

 

Interest expense

 

52.0

 

 

 

53.0

 

Other income

 

(5.5

)

 

 

(6.0

)

Income tax expense

 

11.6

 

 

 

29.7

 

Total of non-GAAP adjustments

 

162.1

 

 

 

184.7

 

Adjusted EBITDA

$

228.0

 

 

$

254.0

 

(1) Represents separation and related costs that were incurred subsequent to the separation on October 1, 2022, including expenses incurred on a transitional basis under a contract shared with Xperi Inc.