UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, including Zip Code)
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(Former name or former address, if changed since last report)
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:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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 February 22, 2023, Adeia Inc. (the “Company” or “Adeia”), formerly known as Xperi Holding Corporation announced its financial results for the fourth quarter ended December 31, 2022. 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. |
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Description |
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99.1 |
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104 |
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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: February 22, 2023 |
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ADEIA INC. |
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By: |
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/s/ Keith A. Jones |
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Name: |
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Keith A. Jones |
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Title: |
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Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE |
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ADEIA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS
Solid execution drives strong financial results
Strength of diverse licensing platform demonstrated by deal momentum in multiple verticals
SAN JOSE, Calif. - February 22, 2023 – Adeia Inc. (Nasdaq: ADEA) (the “Company” or “Adeia”) today announced financial results for the fourth quarter and full year ended December 31, 2022.
“The results of the fourth quarter are demonstrative of the success of our continued investment in innovation and portfolio development that shapes the future of digital entertainment. In the fourth quarter we closed ten renewals and new license agreements with customers across multiple verticals including consumer electronics, Pay-TV, social media and semiconductor. This strong momentum continued into 2023, signing a significant early renewal with Altice, a leading provider of broadband and video. The volume of new deals and renewals demonstrates the strength of our IP portfolio and our collaborative approach to working with customers,” said Paul E. Davis, chief executive officer of Adeia. “Our investment in new technologies will further expand our customer base as well as enable our existing customers to continue to leverage the value of our growing portfolio. I would like to commend our talented team for their strong execution in 2022 and I look forward to continued success in 2023.”
Fourth Quarter and Full Year Financial Highlights1
Business Highlights
Our deal momentum across multiple verticals included:
Capital Allocation
On December 21, 2022, the Company distributed $5.3 million to stockholders of record on November 30, 2022, for a quarterly cash dividend of $0.05 per share of common stock.
On February 9, 2023, the Board of Directors declared a dividend of $0.05 per share, payable on March 29, 2023, to stockholders of record on March 15, 2023.
During the fourth quarter, the Company made a $10.1 million payment toward its outstanding term loan, bringing the outstanding balance to $749.3 million as of December 31, 2022.
Subsequent to the end of the year, the Company elected to make an additional payment of $50.0 million towards its outstanding term loan.
________________________________
1The results of operations of Adeia presented herein pertain to continuing operations. As the accounting requirements for reporting the separation of Xperi Inc. as a discontinued operation were met when the separation was completed on October 1, 2022, the financial results of Xperi Inc. for the year ended December 31, 2022 are presented as discontinued operations on the Consolidated Statements of Operations.
1
Financial Outlook
The Company's full year 2023 outlook is as follows:
Category |
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2023 |
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2023 |
Revenue |
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$385.0 - 415.0 |
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$385.0 - 415.0 |
Operating expenses1 |
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$253.0 - 267.0 |
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$135.0 - 145.0 |
Interest expense |
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$64.0 - 67.0 |
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$64.0 - 67.0 |
Other income |
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$2.5 - 3.0 |
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$2.5 - 3.0 |
Tax rate |
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23% - 25% |
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23% |
Net income2 |
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$52.5 - 64.0 |
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$145.0 - 159.0 |
Adjusted EBITDA2 |
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N/A |
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$252.3 - 272.3 |
Cash from operations |
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$185.0 - 215.0 |
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$185.0 - 215.0 |
Diluted shares outstanding |
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116.0 |
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116.0 |
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 fourth quarter and full year 2022 earnings conference call at 2:00 PM Pacific Time (5:00 PM Eastern Time) on Wednesday, February 22, 2023. To access the call in the U.S., please dial +1 877-451-6152, and for international callers, dial +1 201-389-0879. 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 call at Q4 FY2022 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," "expect," "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. These and other 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 competing 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 recent 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, including Russia’s invasion of Ukraine, and natural disasters; and the extent to which the COVID-19 pandemic continues to have an adverse impact on the Company’s business, results of operations, and financial condition will depend on future developments, including measures taken in response to the pandemic, which are highly uncertain and cannot be predicted. These risks, as well as other risks associated with the 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.
Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, 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 invents, develops and licenses fundamental innovations that shape the way millions of people explore and experience entertainment in an increasingly connected world. From TVs to smartphones, and across all types of entertainment experiences, Adeia’s technologies allow users to manage content and connections in a way that is smart, immersive and personal. For more information, please visit adeia.com.
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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 payments, facility closures, and retention bonuses; separation costs from the separation of Xperi Inc.; 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 into the Company’s ongoing business and financial performance and provide a better 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 adjusted EBITDA, non-GAAP operating expenses, non-GAAP net income, 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:
Ned Mitchell
IR@adeia.com
– Tables Follow –
SOURCE: ADEIA INC.
ADEA
3
ADEIA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
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Three Months Ended |
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Twelve Months Ended |
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December 31, |
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December 31, |
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December 31, |
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December 31, |
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Revenue |
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$ |
103,290 |
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$ |
89,705 |
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$ |
438,933 |
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$ |
391,212 |
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Operating expenses: |
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Research and development |
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12,041 |
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13,953 |
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44,579 |
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39,608 |
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Selling, general and administrative |
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32,546 |
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33,003 |
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135,630 |
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129,214 |
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Amortization expense |
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23,950 |
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24,531 |
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97,077 |
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98,090 |
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Litigation expense |
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1,510 |
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1,250 |
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8,587 |
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5,272 |
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Total operating expenses |
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70,047 |
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72,737 |
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285,873 |
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272,184 |
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Operating income from continuing operations |
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33,243 |
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16,968 |
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153,060 |
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119,028 |
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Interest expense |
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(15,023 |
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(8,573 |
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(45,335 |
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(38,973 |
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Other income and expense, net |
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420 |
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(1,040 |
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2,047 |
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768 |
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Loss on debt extinguishment |
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— |
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— |
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— |
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(8,012 |
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Income from continuing operations before income taxes |
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18,640 |
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7,355 |
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109,772 |
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72,811 |
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Provision for (benefit from) income taxes |
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(55,090 |
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(1,264 |
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(28,620 |
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4,828 |
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Net income from continuing operations |
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73,730 |
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8,619 |
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138,392 |
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67,983 |
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Net loss from discontinued operations, net of tax |
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— |
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(23,808 |
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(436,978 |
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(126,896 |
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Net income (loss) |
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73,730 |
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(15,189 |
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(298,586 |
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(58,913 |
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Less: Net loss attributable to non-controlling interest in discontinued operations |
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— |
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(630 |
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(2,706 |
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(3,456 |
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Net income (loss) attributable to the Company |
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$ |
73,730 |
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$ |
(14,559 |
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$ |
(295,880 |
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$ |
(55,457 |
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Income (loss) per share: |
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Basic |
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Continuing operations |
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$ |
0.70 |
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$ |
0.08 |
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$ |
1.33 |
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$ |
0.65 |
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Discontinued operations |
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— |
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(0.22 |
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(4.16 |
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(1.18 |
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Net income (loss) |
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$ |
0.70 |
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$ |
(0.14 |
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$ |
(2.84 |
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$ |
(0.53 |
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Diluted |
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Continuing operations |
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$ |
0.65 |
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$ |
0.08 |
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$ |
1.29 |
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$ |
0.63 |
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Discontinued operations |
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— |
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(0.22 |
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(4.04 |
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(1.15 |
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Net income (loss) |
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$ |
0.65 |
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$ |
(0.14 |
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$ |
(2.75 |
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$ |
(0.52 |
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Weighted average number of shares used in per share |
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105,135 |
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104,249 |
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104,336 |
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104,735 |
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Weighted average number of shares used in per share |
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113,392 |
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105,915 |
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107,580 |
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107,265 |
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4
ADEIA INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
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December 31, |
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December 31, |
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2022 |
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2021 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
114,555 |
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$ |
80,428 |
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Available-for-sale debt securities |
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— |
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60,534 |
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Accounts receivable, net of allowance for credit losses |
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58,480 |
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64,187 |
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Unbilled contracts receivable, net |
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73,754 |
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26,715 |
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Other current assets |
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11,924 |
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10,490 |
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Current assets of discontinued operations |
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— |
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277,120 |
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Total current assets |
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258,713 |
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519,474 |
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Long-term unbilled contracts receivable |
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40,705 |
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282 |
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Property and equipment, net |
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4,550 |
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4,936 |
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Operating lease right-of-use assets |
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5,993 |
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6,640 |
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Intangible assets, net |
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432,476 |
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546,982 |
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Goodwill |
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313,660 |
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314,576 |
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Long-term income tax receivable |
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113,679 |
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118,059 |
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Other long-term assets |
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40,750 |
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9,646 |
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Long-term assets of discontinued operations |
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— |
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949,427 |
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Total assets |
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$ |
1,210,526 |
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$ |
2,470,022 |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
8,546 |
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$ |
448 |
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Accrued legal fees |
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4,942 |
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4,980 |
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Accrued liabilities |
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26,335 |
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21,752 |
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Current portion of long-term debt |
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103,776 |
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36,095 |
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Deferred revenue |
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17,076 |
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6,975 |
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Current liabilities of discontinued operations |
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— |
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119,497 |
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Total current liabilities |
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160,675 |
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189,747 |
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Deferred revenue, less current portion |
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10,683 |
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13,443 |
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Long-term deferred tax liabilities |
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— |
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7,077 |
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Long-term debt, net |
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625,617 |
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729,392 |
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Noncurrent operating lease liabilities |
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4,794 |
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5,641 |
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Long-term income tax payable |
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87,302 |
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91,445 |
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Other long-term liabilities |
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20,043 |
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3,792 |
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Long-term liabilities of discontinued operations |
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— |
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89,057 |
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Total liabilities |
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909,114 |
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1,129,594 |
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Commitments and contingencies |
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Company stockholders’ equity: |
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Preferred stock |
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— |
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— |
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Common stock |
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117 |
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113 |
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Additional paid-in capital |
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636,266 |
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1,340,480 |
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Treasury stock at cost |
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(211,223 |
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(178,022 |
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Accumulated other comprehensive loss |
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(51 |
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(752 |
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Retained earnings (accumulated deficit) |
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(123,697 |
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|
187,814 |
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Total Company stockholders’ equity |
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301,412 |
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1,349,633 |
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Noncontrolling interest |
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— |
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(9,205 |
) |
Total equity |
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301,412 |
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|
|
1,340,428 |
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Total liabilities and equity |
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$ |
1,210,526 |
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$ |
2,470,022 |
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5
ADEIA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
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Twelve Months Ended |
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December 31, 2022 |
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|
December 31, 2021 |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
(298,586 |
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$ |
(58,913 |
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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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17,144 |
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23,801 |
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Amortization of intangible assets |
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143,243 |
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203,401 |
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Goodwill impairment |
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354,000 |
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|
|
— |
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Stock-based compensation expense |
|
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52,626 |
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|
58,182 |
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Deferred income tax |
|
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(51,030 |
) |
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|
(978 |
) |
Loss on debt extinguishment |
|
|
— |
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8,012 |
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Patent assets received in lieu of cash |
|
|
— |
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|
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(8,787 |
) |
Other |
|
|
5,149 |
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|
|
5,488 |
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Changes in operating assets and liabilities: |
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|
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Accounts receivable |
|
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24,892 |
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|
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(27,615 |
) |
Unbilled contracts receivable, net |
|
|
(86,673 |
) |
|
|
58,496 |
|
Other assets |
|
|
4,504 |
|
|
|
7,497 |
|
Accounts payable |
|
|
18,601 |
|
|
|
(5,234 |
) |
Accrued and other liabilities |
|
|
(632 |
) |
|
|
(27,910 |
) |
Deferred revenue |
|
|
(215 |
) |
|
|
(651 |
) |
Net cash from operating activities |
|
|
183,023 |
|
|
|
234,789 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(12,576 |
) |
|
|
(13,950 |
) |
Proceeds from sale of property and equipment |
|
|
86 |
|
|
|
19 |
|
Net cash received (paid) for mergers and acquisitions |
|
|
(50,473 |
) |
|
|
(17,400 |
) |
Purchases of short-term investments |
|
|
(4,490 |
) |
|
|
(67,343 |
) |
Proceeds from sales of short-term investments |
|
|
28,254 |
|
|
|
49,768 |
|
Proceeds from maturities of short-term investments |
|
|
36,576 |
|
|
|
42,886 |
|
Purchases of intangible assets |
|
|
(290 |
) |
|
|
(186 |
) |
Net cash from investing activities |
|
|
(2,913 |
) |
|
|
(6,206 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Repayment of debt |
|
|
(40,500 |
) |
|
|
(84,048 |
) |
Debt refinancing costs |
|
|
— |
|
|
|
(4,253 |
) |
Dividends paid |
|
|
(20,888 |
) |
|
|
(20,979 |
) |
Distribution of Xperi Inc. |
|
|
(182,928 |
) |
|
|
— |
|
Proceeds from employee stock purchase program and exercise of stock options |
|
|
14,260 |
|
|
|
13,839 |
|
Repurchases of common stock |
|
|
(33,201 |
) |
|
|
(100,804 |
) |
Net cash from financing activities |
|
|
(263,257 |
) |
|
|
(196,245 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
(3,419 |
) |
|
|
(1,405 |
) |
Net increase (decrease) in cash and cash equivalents |
|
|
(86,566 |
) |
|
|
30,933 |
|
Cash and cash equivalents at beginning of period |
|
|
201,121 |
|
|
|
170,188 |
|
Cash and cash equivalents at end of period |
|
$ |
114,555 |
|
|
$ |
201,121 |
|
Cash flows above are presented on a consolidated basis and therefore also include $120.7 million of cash and cash equivalents presented in current assets of discontinued operations in the Consolidated Balance Sheet as of December 31, 2021.
6
ADEIA INC.
GAAP TO NON-GAAP RECONCILIATIONS
(in thousands, except per share amounts)
(unaudited)
Net income |
|
|
|
|
|
|
||
|
|
Three Months Ended |
|
|
Twelve Months Ended |
|
||
|
|
December 31, 2022 |
|
|
December 31, 2022 |
|
||
GAAP net income from continuing operations |
|
$ |
73,730 |
|
|
$ |
138,392 |
|
|
|
|
|
|
|
|
||
Adjustments to GAAP net income from continuing operations: |
|
|
|
|
|
|
||
Stock-based compensation expense: |
|
|
|
|
|
|
||
Research and development |
|
|
440 |
|
|
|
1,644 |
|
Selling, general and administrative |
|
|
2,903 |
|
|
|
21,201 |
|
Amortization expense |
|
|
23,950 |
|
|
|
97,077 |
|
Other corporate expenses (1) |
|
|
— |
|
|
|
37,282 |
|
Transaction and separation-related costs: |
|
|
|
|
|
|
||
Transaction and other related costs recorded in selling, general and administrative |
|
|
— |
|
|
|
2,793 |
|
Separation and other related costs recorded in selling, general and administrative (2) |
|
|
13,697 |
|
|
|
13,697 |
|
Severance and retention recorded in selling, general and administrative |
|
|
243 |
|
|
|
278 |
|
Total operating expenses adjustments |
|
|
41,233 |
|
|
|
173,972 |
|
Other income and expense, net |
|
|
788 |
|
|
|
788 |
|
Non-GAAP tax adjustment (3) |
|
|
(69,042 |
) |
|
|
(94,063 |
) |
Non-GAAP net income from continuing operations |
|
$ |
46,709 |
|
|
$ |
219,089 |
|
|
|
|
|
|
|
|
||
Diluted income per share |
|
|
|
|
|
|
||
|
|
Three Months Ended |
|
|
Twelve Months Ended |
|
||
|
|
December 31, 2022 |
|
|
December 31, 2022 |
|
||
GAAP diluted income per share from continuing operations |
|
$ |
0.65 |
|
|
$ |
1.29 |
|
|
|
|
|
|
|
|
||
Adjustments to GAAP diluted income per share from continuing operations: |
|
|
|
|
|
|
||
Stock-based compensation expense: |
|
|
|
|
|
|
||
Research and development |
|
|
— |
|
|
|
0.01 |
|
Selling, general and administrative |
|
|
0.03 |
|
|
|
0.20 |
|
Amortization expense |
|
|
0.21 |
|
|
|
0.90 |
|
Other corporate expenses (1) |
|
|
— |
|
|
|
0.35 |
|
Transaction and separation-related costs: |
|
|
|
|
|
|
||
Transaction and other related costs recorded in selling, general and administrative |
|
|
— |
|
|
|
0.02 |
|
Separation and other related costs recorded in selling, general and administrative (2) |
|
|
0.12 |
|
|
|
0.13 |
|
Severance and retention recorded in selling, general and administrative |
|
|
— |
|
|
|
— |
|
Total operating expenses adjustments |
|
|
0.36 |
|
|
|
1.61 |
|
Other income and expense, net |
|
|
0.01 |
|
|
|
0.01 |
|
Non-GAAP tax adjustment (3) |
|
|
(0.61 |
) |
|
|
(0.87 |
) |
Non-GAAP diluted income per share from continuing operations |
|
$ |
0.41 |
|
|
$ |
2.04 |
|
(1) Represents general corporate overhead costs, which were historically allocated to Xperi Inc., that do not meet the requirements to be presented in discontinued operations. Such costs are not reflective of the on-going operations of the Company and include labor and non-labor costs related to the Company’s corporate support functions (e.g., administration, human resources, finance, accounting, tax, information technology, corporate development, legal, among others) that historically provided support to Xperi Inc. prior to its separation on October 1, 2022.
(2) Represents separation and related costs that were incurred subsequent to the separation on October 1, 2022 that will be accounted for in continuing operations including fees for financial advisory and other professional services, and expenses incurred on a transitional basis under a contract shared with Xperi Inc.
(3) The provision for income taxes is adjusted to reflect the net direct and indirect income tax effects of the various non-GAAP pretax adjustments
7
ADEIA INC.
GAAP NET INCOME TO
ADJUSTED EBITDA RECONCILIATION
(in thousands)
(unaudited)
|
|
Three Months Ended |
|
|
|
|
December 31, 2022 |
|
|
GAAP net income from continuing operations |
|
$ |
73,730 |
|
|
|
|
|
|
Adjustments to GAAP net income from continuing operations: |
|
|
|
|
Stock-based compensation expense: |
|
|
|
|
Research and development |
|
|
440 |
|
Selling, general and administrative |
|
|
2,903 |
|
Transaction and separation-related costs: |
|
|
|
|
Separation and other related costs recorded in selling, general and administrative (1) |
|
|
13,697 |
|
Severance and retention recorded in selling, general and administrative |
|
|
243 |
|
Amortization expense |
|
|
23,950 |
|
Depreciation expense |
|
|
385 |
|
Interest expense |
|
|
15,023 |
|
Interest income |
|
|
(420 |
) |
Provision for (benefit from) income taxes |
|
|
(55,090 |
) |
Adjusted EBITDA |
|
$ |
74,861 |
|
(1) Represents separation and related costs that were incurred subsequent to the separation on October 1, 2022 that will be accounted for in continuing operations 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, 2023 |
|
|||||
|
Low |
|
|
High |
|
||
GAAP operating expenses |
$ |
253.0 |
|
|
$ |
267.0 |
|
Amortization expense |
|
95.0 |
|
|
|
95.0 |
|
Stock-based compensation expense |
|
14.0 |
|
|
|
16.0 |
|
Separation and related costs (1) |
|
9.0 |
|
|
|
11.0 |
|
Total of non-GAAP adjustments |
|
118.0 |
|
|
|
122.0 |
|
Non-GAAP operating expenses |
$ |
135.0 |
|
|
$ |
145.0 |
|
(1) Represents separation and related costs that were incurred subsequent to the separation on October 1, 2022 that will be accounted for in continuing operations including expenses incurred on a transitional basis under a contract shared with Xperi Inc.
8
ADEIA INC.
RECONCILIATION FOR GUIDANCE
ON NET INCOME
(in millions)
(unaudited)
|
Year Ended |
|
|||||
|
December 31, 2023 |
|
|||||
|
Low |
|
|
High |
|
||
GAAP net income |
$ |
52.5 |
|
|
$ |
64.0 |
|
Amortization expense |
|
95.0 |
|
|
|
95.0 |
|
Stock-based compensation expense |
|
14.0 |
|
|
|
16.0 |
|
Separation and related costs (1) |
|
9.0 |
|
|
|
11.0 |
|
Total of non-GAAP operating expenses |
|
118.0 |
|
|
|
122.0 |
|
Non-GAAP tax adjustment |
|
(25.5 |
) |
|
|
(27.0 |
) |
Non-GAAP net income |
$ |
145.0 |
|
|
$ |
159.0 |
|
(1) Represents separation and related costs that were incurred subsequent to the separation on October 1, 2022 that will be accounted for in continuing operations including expenses incurred on a transitional basis under a contract shared with Xperi Inc.
ADEIA INC.
RECONCILIATION FOR GUIDANCE ON
ADJUSTED EBITDA
(in millions)
(unaudited)
|
Year Ended |
|
|||||
|
December 31, 2023 |
|
|||||
|
Low |
|
|
High |
|
||
GAAP net income |
$ |
52.5 |
|
|
$ |
64.0 |
|
Stock-based compensation expense |
|
14.0 |
|
|
|
16.0 |
|
Separation and related costs (1) |
|
9.0 |
|
|
|
11.0 |
|
Amortization expense |
|
95.0 |
|
|
|
95.0 |
|
Depreciation expense |
|
2.3 |
|
|
|
2.3 |
|
Interest expense |
|
64.0 |
|
|
|
67.0 |
|
Other income |
|
(2.5 |
) |
|
|
(3.0 |
) |
Income tax expense |
|
18.0 |
|
|
|
20.0 |
|
Total of non-GAAP adjustments |
|
199.8 |
|
|
|
208.3 |
|
Adjusted EBITDA |
$ |
252.3 |
|
|
$ |
272.3 |
|
(1) Represents separation and related costs that were incurred subsequent to the separation on October 1, 2022 that will be accounted for in continuing operations including expenses incurred on a transitional basis under a contract shared with Xperi Inc.
9