UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of the registrant’s common stock as of October 25, 2023 was
ADEIA INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023
TABLE OF CONTENTS
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Page |
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Item 1. |
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3 |
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4 |
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Condensed Consolidated Balance Sheets – September 30, 2023 and December 31, 2022 |
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Condensed Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2023 and 2022 |
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Condensed Consolidated Statements of Equity – Three and Nine Months Ended September 30, 2023 and 2022 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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53 |
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54 |
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
ADEIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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September 30, |
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September 30, |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Operating expenses: |
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Research and development |
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Selling, general and administrative |
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Amortization expense |
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Litigation expense |
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Total operating expenses |
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Operating income from continuing operations |
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Interest expense |
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Other income and expense, net |
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Income from continuing operations before income taxes |
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Provision for income taxes |
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Net income (loss) from continuing operations |
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Net loss from discontinued operations, net of tax |
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Net income (loss) |
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Less: Net loss attributable to non-controlling interest in discontinued operations |
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Net income (loss) attributable to the Company |
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$ |
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$ |
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$ |
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Income (loss) per share: |
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Basic |
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Continuing operations |
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$ |
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$ |
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$ |
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$ |
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Discontinued operations |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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Continuing operations |
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$ |
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$ |
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$ |
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$ |
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Discontinued operations |
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Net income (loss) |
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$ |
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$ |
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$ |
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Weighted average number of shares used in per share calculations-basic |
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Weighted average number of shares used in per share calculations-diluted |
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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)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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September 30, |
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September 30, |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Change in foreign currency translation adjustment |
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— |
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Net unrealized gain (losses) on available-for-sale debt securities |
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Other comprehensive income (loss), net of tax |
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Comprehensive income (loss) |
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Less: Comprehensive loss attributable to noncontrolling interest |
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— |
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— |
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Comprehensive income (loss) attributable to the Company |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
ADEIA INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for par value)
(unaudited)
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September 30, |
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December 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Marketable securities |
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— |
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Accounts receivable, net of allowance for credit losses of $ |
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Unbilled contracts receivable, net |
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Other current assets |
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Total current assets |
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Long-term unbilled contracts receivable |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Intangible assets, net |
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Goodwill |
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Long-term income tax receivable |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Current portion of long-term debt |
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Deferred revenue |
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Total current liabilities |
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Deferred revenue, less current portion |
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Long-term debt, net |
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Noncurrent operating lease liabilities |
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Long-term income tax payable |
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Other long-term liabilities |
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Total liabilities |
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) |
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Stockholders’ equity: |
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Preferred stock: $ |
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Common stock: $ |
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Additional paid-in capital |
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Treasury stock at cost (2023: |
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Accumulated other comprehensive loss |
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Accumulated deficit |
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Total stockholders’ equity |
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Total liabilities and equity |
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$ |
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$ |
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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)
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Nine Months Ended |
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September 30, 2023 |
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September 30, 2022 |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
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$ |
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Adjustments to reconcile net income (loss) to net cash from operating activities: |
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Depreciation of property and equipment |
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Amortization of intangible assets |
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Goodwill impairment |
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Stock-based compensation expense |
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Deferred income taxes |
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Amortization of debt issuance costs |
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Other |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Unbilled contracts receivable |
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Other assets |
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Accounts payable |
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Accrued and other liabilities |
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Deferred revenue |
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Net cash from operating activities |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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Proceeds from sale of property and equipment |
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Cash paid for acquisitions, net of cash acquired |
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Purchases of intangible assets |
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Purchases of short-term investments |
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Proceeds from sales of investments |
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Proceeds from maturities of investments |
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Net cash from investing activities |
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Cash flows from financing activities: |
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Dividends paid |
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Repayment of debt |
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Proceeds from employee stock purchase program and exercise of stock options |
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Repurchases of common stock |
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Repurchases of common stock for tax withholdings on equity awards |
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Net cash from financing activities |
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Effect of exchange rate changes on cash and cash equivalents |
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Net increase (decrease) in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Interest paid |
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$ |
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$ |
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Income taxes paid, net of refunds |
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$ |
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$ |
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Unpaid purchases of property and equipment at the end of the period |
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$ |
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$ |
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Unpaid purchases of intangible assets at the end of the period |
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$ |
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$ |
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Intangible assets acquired during the period |
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$ |
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$ |
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Debt acquired in a business acquisition |
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$ |
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$ |
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Cash flows above are presented on a consolidated basis and therefore also include $
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
ADEIA INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except per share amount)
(unaudited)
Three Months Ended September 30, 2023 |
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Common Stock |
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Additional |
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Treasury Stock |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Balance at July 1, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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— |
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Cash dividends paid on common stock ($ |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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Issuance of common stock in connection with exercise of stock options |
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Issuance of restricted stock, net of shares canceled |
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— |
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— |
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— |
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— |
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— |
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Withholding taxes related to net share settlement of restricted awards |
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( |
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— |
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— |
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( |
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— |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance at September 30, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Nine Months Ended September 30, 2023 |
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Common Stock |
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Additional |
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Treasury Stock |
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Accumulated |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Balance at January 1, 2023 |
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