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[10-Q] Adeia Inc. Quarterly Earnings Report

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Gladstone Land (LAND) Q2-25 10-Q highlights:

  • Portfolio: 150 farms, 103,001 acres across 15 states; real-estate net book value fell to $1.13 bn (-2.4% YTD) after selling seven farms for $64.5 mm and booking $15.7 mm aggregate gains.
  • Financial position: Total assets $1.26 bn (-4.1% YTD); debt (lines, notes, bonds) trimmed by $28.1 mm to $496.4 mm, pushing liability ratio down to 46.8%. Cash rose to $30.5 mm (up $12.2 mm) on sale proceeds.
  • Q2 performance: Lease revenue plunged 42% YoY to $12.3 mm as disposed and held-for-sale assets exited the rent roll; operating expenses held flat at $12.5 mm. Interest expense eased 10% to $5.0 mm, but the revenue slide drove a GAAP net loss of $7.9 mm vs. $0.8 mm prior-year. After $6.0 mm preferred dividends, loss attributable to common widened to $13.9 mm (-$0.38/sh).
  • 6-month view: Revenue down 30% to $29.1 mm; net income $7.2 mm helped by $13.3 mm gains, yet common shareholders posted a $4.8 mm loss (-$0.13/sh). Operating cash flow fell 56% to $8.4 mm.
  • Capital: Weighted-avg fixed borrowing cost 3.8%; 55,306 acre-feet of water assets carried at $37.1 mm; equity cushion $670.1 mm but cumulative distributions now exceed earnings by $189.5 mm.

Outlook: Management targets recycling capital from mature assets into higher-yield farms, but must restore rental income to cover preferred distributions and sustain common dividends.

Gladstone Land (LAND) evidenze del 10-Q del secondo trimestre 2025:

  • Portafoglio: 150 fattorie, 103.001 acri distribuiti in 15 stati; il valore netto contabile degli immobili è sceso a 1,13 miliardi di dollari (-2,4% da inizio anno) dopo la vendita di sette fattorie per 64,5 milioni di dollari e la registrazione di guadagni aggregati per 15,7 milioni.
  • Posizione finanziaria: Attività totali a 1,26 miliardi di dollari (-4,1% da inizio anno); debito (linee di credito, note, obbligazioni) ridotto di 28,1 milioni a 496,4 milioni, portando il rapporto passività a 46,8%. La liquidità è salita a 30,5 milioni (+12,2 milioni) grazie ai proventi delle vendite.
  • Performance del secondo trimestre: Ricavi da locazioni in calo del 42% su base annua a 12,3 milioni a causa dell’uscita dal portafoglio di asset venduti e in vendita; spese operative stabili a 12,5 milioni. Interessi passivi diminuiti del 10% a 5,0 milioni, ma il calo dei ricavi ha determinato una perdita netta GAAP di 7,9 milioni rispetto a un utile di 0,8 milioni dell’anno precedente. Dopo dividendi privilegiati per 6,0 milioni, la perdita attribuibile agli azionisti comuni si è ampliata a 13,9 milioni (-0,38 dollari per azione).
  • Vista semestrale: Ricavi in calo del 30% a 29,1 milioni; utile netto di 7,2 milioni sostenuto da guadagni per 13,3 milioni, tuttavia gli azionisti comuni hanno registrato una perdita di 4,8 milioni (-0,13 dollari per azione). Flusso di cassa operativo sceso del 56% a 8,4 milioni.
  • Capitale: Costo medio ponderato del debito fisso al 3,8%; risorse idriche pari a 55.306 acri-piede valutate 37,1 milioni; patrimonio netto di 670,1 milioni ma le distribuzioni cumulative superano gli utili di 189,5 milioni.

Prospettive: La direzione punta a riciclare il capitale da asset maturi verso fattorie con rendimenti più elevati, ma deve ripristinare i ricavi da locazione per coprire i dividendi privilegiati e sostenere quelli comuni.

Gladstone Land (LAND) aspectos destacados del 10-Q del segundo trimestre de 2025:

  • Cartera: 150 granjas, 103,001 acres en 15 estados; el valor neto contable de los bienes raíces cayó a $1.13 mil millones (-2.4% en el año) tras vender siete granjas por $64.5 millones y registrar ganancias agregadas de $15.7 millones.
  • Posición financiera: Activos totales de $1.26 mil millones (-4.1% en el año); deuda (líneas, notas, bonos) reducida en $28.1 millones a $496.4 millones, bajando la proporción de pasivos al 46.8%. El efectivo aumentó a $30.5 millones (subió $12.2 millones) por ingresos de ventas.
  • Desempeño del 2T: Ingresos por arrendamientos cayeron 42% interanual a $12.3 millones debido a la salida de activos vendidos y en venta del registro de rentas; gastos operativos se mantuvieron en $12.5 millones. Gastos por intereses bajaron 10% a $5.0 millones, pero la caída en ingresos causó una pérdida neta GAAP de $7.9 millones vs. $0.8 millones del año anterior. Tras $6.0 millones en dividendos preferentes, la pérdida atribuible a accionistas comunes se amplió a $13.9 millones (-$0.38 por acción).
  • Visión semestral: Ingresos bajaron 30% a $29.1 millones; utilidad neta de $7.2 millones impulsada por ganancias de $13.3 millones, pero los accionistas comunes registraron una pérdida de $4.8 millones (-$0.13 por acción). Flujo de caja operativo cayó 56% a $8.4 millones.
  • Capital: Costo promedio ponderado de deuda fija 3.8%; activos de agua de 55,306 acre-pies valorados en $37.1 millones; colchón patrimonial de $670.1 millones, pero las distribuciones acumuladas superan las ganancias en $189.5 millones.

Perspectivas: La gerencia apunta a reciclar capital de activos maduros hacia granjas con mayor rendimiento, pero debe restaurar ingresos por rentas para cubrir dividendos preferentes y sostener dividendos comunes.

Gladstone Land (LAND) 2025년 2분기 10-Q 주요 내용:

  • 포트폴리오: 15개 주에 걸쳐 150개 농장, 103,001에이커; 부동산 순장부가치는 7개 농장 매각으로 6,450만 달러를 확보하고 1,570만 달러의 총 이익을 기록하며 연초 대비 2.4% 감소한 11억 3천만 달러로 하락.
  • 재무 상태: 총 자산 12억 6천만 달러(연초 대비 4.1% 감소); 부채(라인, 노트, 채권)는 2,810만 달러 줄어 4억 9,640만 달러로 감소, 부채비율은 46.8%로 하락. 현금은 매각 수익으로 1,220만 달러 증가해 3,050만 달러로 상승.
  • 2분기 실적: 임대 수익은 매각 및 매각 예정 자산이 임대 목록에서 제외되며 전년 대비 42% 감소한 1,230만 달러 기록; 영업비용은 1,250만 달러로 유지. 이자 비용은 10% 감소한 500만 달러였으나, 수익 감소로 인해 GAAP 순손실은 790만 달러로 전년 80만 달러 이익에서 적자 전환. 우선주 배당 600만 달러 차감 후 보통주 귀속 손실은 1,390만 달러(-주당 0.38달러)로 확대.
  • 6개월 실적: 매출 30% 감소한 2,910만 달러; 1,330만 달러 이익에 힘입어 순이익 720만 달러 기록, 그러나 보통주주는 480만 달러(-주당 0.13달러) 손실 기록. 영업 현금 흐름은 56% 감소한 840만 달러.
  • 자본: 가중평균 고정 차입 비용 3.8%; 55,306 에이커피트 수자원 자산은 3,710만 달러로 평가; 자기자본 완충액 6억 7,010만 달러이나 누적 배당금이 이익을 1억 8,950만 달러 초과.

전망: 경영진은 성숙 자산에서 자본을 회수해 수익률이 높은 농장에 재투자할 계획이나, 우선주 배당을 충당하고 보통주 배당을 유지하기 위해 임대 수익을 회복해야 함.

Gladstone Land (LAND) faits marquants du 10-Q du deuxième trimestre 2025 :

  • Portefeuille : 150 fermes, 103 001 acres répartis dans 15 États ; la valeur comptable nette de l’immobilier a chuté à 1,13 milliard de dollars (-2,4 % depuis le début de l’année) après la vente de sept fermes pour 64,5 millions de dollars et l’enregistrement de gains agrégés de 15,7 millions.
  • Situation financière : Actifs totaux à 1,26 milliard de dollars (-4,1 % depuis le début de l’année) ; dette (lignes de crédit, billets, obligations) réduite de 28,1 millions à 496,4 millions, faisant baisser le ratio d’endettement à 46,8 %. La trésorerie a augmenté à 30,5 millions (+12,2 millions) grâce aux produits de la vente.
  • Performance du 2e trimestre : Les revenus locatifs ont chuté de 42 % en glissement annuel à 12,3 millions en raison de la sortie des actifs vendus et mis en vente du registre des loyers ; les frais d’exploitation sont restés stables à 12,5 millions. Les charges d’intérêts ont diminué de 10 % à 5,0 millions, mais la baisse des revenus a entraîné une perte nette GAAP de 7,9 millions contre un bénéfice de 0,8 million l’année précédente. Après 6,0 millions de dividendes préférentiels, la perte attribuable aux actionnaires ordinaires s’est creusée à 13,9 millions (-0,38 $ par action).
  • Vue semestrielle : Chiffre d’affaires en baisse de 30 % à 29,1 millions ; bénéfice net de 7,2 millions soutenu par des gains de 13,3 millions, mais les actionnaires ordinaires ont enregistré une perte de 4,8 millions (-0,13 $ par action). Le flux de trésorerie opérationnel a chuté de 56 % à 8,4 millions.
  • Capital : Coût moyen pondéré de l’emprunt fixe à 3,8 % ; actifs en eau de 55 306 acre-pieds évalués à 37,1 millions ; coussin de fonds propres de 670,1 millions, mais les distributions cumulées dépassent désormais les bénéfices de 189,5 millions.

Perspectives : La direction vise à recycler le capital des actifs matures vers des fermes à rendement plus élevé, mais doit restaurer les revenus locatifs pour couvrir les dividendes préférentiels et maintenir les dividendes ordinaires.

Gladstone Land (LAND) Highlights des 10-Q für Q2 2025:

  • Portfolio: 150 Farmen, 103.001 Acres in 15 Bundesstaaten; Buchwert der Immobilien sank auf 1,13 Mrd. USD (-2,4 % seit Jahresbeginn) nach Verkauf von sieben Farmen für 64,5 Mio. USD und Verbuchung von aggregierten Gewinnen in Höhe von 15,7 Mio. USD.
  • Finanzlage: Gesamtvermögen 1,26 Mrd. USD (-4,1 % seit Jahresbeginn); Schulden (Kreditlinien, Anleihen, Schuldverschreibungen) um 28,1 Mio. USD auf 496,4 Mio. USD reduziert, wodurch die Verschuldungsquote auf 46,8 % sank. Barbestand stieg auf 30,5 Mio. USD (plus 12,2 Mio.) durch Verkaufserlöse.
  • Q2-Ergebnis: Mieteinnahmen sanken um 42 % im Jahresvergleich auf 12,3 Mio. USD, da veräußerte und zum Verkauf stehende Vermögenswerte aus der Mieteroll herausfielen; Betriebskosten blieben mit 12,5 Mio. USD stabil. Zinsaufwand sank um 10 % auf 5,0 Mio. USD, jedoch führte der Umsatzrückgang zu einem GAAP-Nettogewinn von -7,9 Mio. USD gegenüber 0,8 Mio. USD im Vorjahr. Nach 6,0 Mio. USD Vorzugsdividenden weitete sich der auf Stammaktionäre entfallende Verlust auf 13,9 Mio. USD (-0,38 USD/Aktie) aus.
  • Halbjahresbilanz: Umsatzrückgang um 30 % auf 29,1 Mio. USD; Nettogewinn 7,2 Mio. USD unterstützt durch 13,3 Mio. USD Gewinne, dennoch verzeichneten Stammaktionäre einen Verlust von 4,8 Mio. USD (-0,13 USD/Aktie). Operativer Cashflow sank um 56 % auf 8,4 Mio. USD.
  • Kapitalstruktur: Durchschnittliche gewichtete Festzinskosten 3,8 %; Wasserrechte von 55.306 Acre-Foot mit 37,1 Mio. USD bewertet; Eigenkapitalpuffer 670,1 Mio. USD, jedoch übersteigen kumulierte Ausschüttungen die Gewinne um 189,5 Mio. USD.

Ausblick: Das Management plant, Kapital aus ausgereiften Vermögenswerten in höher rentierende Farmen umzuschichten, muss jedoch die Mieteinnahmen wiederherstellen, um Vorzugsdividenden zu decken und Stammdividenden aufrechtzuerhalten.

Positive
  • Debt reduced by $28.1 mm, lowering leverage and interest expense.
  • $64.5 mm asset sales produced $15.7 mm gains, bolstering cash to $30.5 mm.
  • Weighted-average fixed borrowing rate remains low at 3.8%, largely hedged.
  • Long-term water assets expanded to 55,306 acre-feet, enhancing strategic value.
Negative
  • Lease revenue fell 42% YoY, creating a quarterly net loss.
  • Loss attributable to common widened to $13.9 mm (-$0.38/sh).
  • Operating cash flow dropped 56%, below dividend requirements.
  • Cumulative distributions now exceed earnings by $189.5 mm—potential sustainability concern.

Insights

TL;DR: Revenue collapse from asset sales offsets debt cuts; equity dilution risk grows.

The quarter shows the double-edged nature of LAND’s capital-recycling strategy. Management harvested $64 mm from Florida and Nebraska exits at attractive cap-rates, trimming leverage and boosting cash. However, the lost rent created a 42% top-line hole that turned operating break-even into a $7.9 mm loss. Preferred dividends pushed the common into a deep deficit, raising questions about dividend coverage. Debt metrics improve—net debt/real estate now ~44% and fixed rates under 4%—but operating cash flow covers barely 70% of combined common and preferred payouts. Unless acquisitions redeploy proceeds rapidly at accretive spreads, 2025 earnings will stay under pressure.

TL;DR: Net asset value intact; income profile weakened—neutral price impact.

Book equity slipped only 2.5%, and farmland cap-rate marks remain conservative, so NAV support is solid. Debt pay-downs and interest swaps protect against rate volatility. Yet the sharp revenue drop signals that disposition pace outran reinvestment, exposing the stock to dividend cut speculation. From a total-return lens, recycling gains into higher-yield West Coast specialty crops could restore FFO, but timing risk is high. I view the filing as neutral: balance-sheet safer, earnings softer.

Gladstone Land (LAND) evidenze del 10-Q del secondo trimestre 2025:

  • Portafoglio: 150 fattorie, 103.001 acri distribuiti in 15 stati; il valore netto contabile degli immobili è sceso a 1,13 miliardi di dollari (-2,4% da inizio anno) dopo la vendita di sette fattorie per 64,5 milioni di dollari e la registrazione di guadagni aggregati per 15,7 milioni.
  • Posizione finanziaria: Attività totali a 1,26 miliardi di dollari (-4,1% da inizio anno); debito (linee di credito, note, obbligazioni) ridotto di 28,1 milioni a 496,4 milioni, portando il rapporto passività a 46,8%. La liquidità è salita a 30,5 milioni (+12,2 milioni) grazie ai proventi delle vendite.
  • Performance del secondo trimestre: Ricavi da locazioni in calo del 42% su base annua a 12,3 milioni a causa dell’uscita dal portafoglio di asset venduti e in vendita; spese operative stabili a 12,5 milioni. Interessi passivi diminuiti del 10% a 5,0 milioni, ma il calo dei ricavi ha determinato una perdita netta GAAP di 7,9 milioni rispetto a un utile di 0,8 milioni dell’anno precedente. Dopo dividendi privilegiati per 6,0 milioni, la perdita attribuibile agli azionisti comuni si è ampliata a 13,9 milioni (-0,38 dollari per azione).
  • Vista semestrale: Ricavi in calo del 30% a 29,1 milioni; utile netto di 7,2 milioni sostenuto da guadagni per 13,3 milioni, tuttavia gli azionisti comuni hanno registrato una perdita di 4,8 milioni (-0,13 dollari per azione). Flusso di cassa operativo sceso del 56% a 8,4 milioni.
  • Capitale: Costo medio ponderato del debito fisso al 3,8%; risorse idriche pari a 55.306 acri-piede valutate 37,1 milioni; patrimonio netto di 670,1 milioni ma le distribuzioni cumulative superano gli utili di 189,5 milioni.

Prospettive: La direzione punta a riciclare il capitale da asset maturi verso fattorie con rendimenti più elevati, ma deve ripristinare i ricavi da locazione per coprire i dividendi privilegiati e sostenere quelli comuni.

Gladstone Land (LAND) aspectos destacados del 10-Q del segundo trimestre de 2025:

  • Cartera: 150 granjas, 103,001 acres en 15 estados; el valor neto contable de los bienes raíces cayó a $1.13 mil millones (-2.4% en el año) tras vender siete granjas por $64.5 millones y registrar ganancias agregadas de $15.7 millones.
  • Posición financiera: Activos totales de $1.26 mil millones (-4.1% en el año); deuda (líneas, notas, bonos) reducida en $28.1 millones a $496.4 millones, bajando la proporción de pasivos al 46.8%. El efectivo aumentó a $30.5 millones (subió $12.2 millones) por ingresos de ventas.
  • Desempeño del 2T: Ingresos por arrendamientos cayeron 42% interanual a $12.3 millones debido a la salida de activos vendidos y en venta del registro de rentas; gastos operativos se mantuvieron en $12.5 millones. Gastos por intereses bajaron 10% a $5.0 millones, pero la caída en ingresos causó una pérdida neta GAAP de $7.9 millones vs. $0.8 millones del año anterior. Tras $6.0 millones en dividendos preferentes, la pérdida atribuible a accionistas comunes se amplió a $13.9 millones (-$0.38 por acción).
  • Visión semestral: Ingresos bajaron 30% a $29.1 millones; utilidad neta de $7.2 millones impulsada por ganancias de $13.3 millones, pero los accionistas comunes registraron una pérdida de $4.8 millones (-$0.13 por acción). Flujo de caja operativo cayó 56% a $8.4 millones.
  • Capital: Costo promedio ponderado de deuda fija 3.8%; activos de agua de 55,306 acre-pies valorados en $37.1 millones; colchón patrimonial de $670.1 millones, pero las distribuciones acumuladas superan las ganancias en $189.5 millones.

Perspectivas: La gerencia apunta a reciclar capital de activos maduros hacia granjas con mayor rendimiento, pero debe restaurar ingresos por rentas para cubrir dividendos preferentes y sostener dividendos comunes.

Gladstone Land (LAND) 2025년 2분기 10-Q 주요 내용:

  • 포트폴리오: 15개 주에 걸쳐 150개 농장, 103,001에이커; 부동산 순장부가치는 7개 농장 매각으로 6,450만 달러를 확보하고 1,570만 달러의 총 이익을 기록하며 연초 대비 2.4% 감소한 11억 3천만 달러로 하락.
  • 재무 상태: 총 자산 12억 6천만 달러(연초 대비 4.1% 감소); 부채(라인, 노트, 채권)는 2,810만 달러 줄어 4억 9,640만 달러로 감소, 부채비율은 46.8%로 하락. 현금은 매각 수익으로 1,220만 달러 증가해 3,050만 달러로 상승.
  • 2분기 실적: 임대 수익은 매각 및 매각 예정 자산이 임대 목록에서 제외되며 전년 대비 42% 감소한 1,230만 달러 기록; 영업비용은 1,250만 달러로 유지. 이자 비용은 10% 감소한 500만 달러였으나, 수익 감소로 인해 GAAP 순손실은 790만 달러로 전년 80만 달러 이익에서 적자 전환. 우선주 배당 600만 달러 차감 후 보통주 귀속 손실은 1,390만 달러(-주당 0.38달러)로 확대.
  • 6개월 실적: 매출 30% 감소한 2,910만 달러; 1,330만 달러 이익에 힘입어 순이익 720만 달러 기록, 그러나 보통주주는 480만 달러(-주당 0.13달러) 손실 기록. 영업 현금 흐름은 56% 감소한 840만 달러.
  • 자본: 가중평균 고정 차입 비용 3.8%; 55,306 에이커피트 수자원 자산은 3,710만 달러로 평가; 자기자본 완충액 6억 7,010만 달러이나 누적 배당금이 이익을 1억 8,950만 달러 초과.

전망: 경영진은 성숙 자산에서 자본을 회수해 수익률이 높은 농장에 재투자할 계획이나, 우선주 배당을 충당하고 보통주 배당을 유지하기 위해 임대 수익을 회복해야 함.

Gladstone Land (LAND) faits marquants du 10-Q du deuxième trimestre 2025 :

  • Portefeuille : 150 fermes, 103 001 acres répartis dans 15 États ; la valeur comptable nette de l’immobilier a chuté à 1,13 milliard de dollars (-2,4 % depuis le début de l’année) après la vente de sept fermes pour 64,5 millions de dollars et l’enregistrement de gains agrégés de 15,7 millions.
  • Situation financière : Actifs totaux à 1,26 milliard de dollars (-4,1 % depuis le début de l’année) ; dette (lignes de crédit, billets, obligations) réduite de 28,1 millions à 496,4 millions, faisant baisser le ratio d’endettement à 46,8 %. La trésorerie a augmenté à 30,5 millions (+12,2 millions) grâce aux produits de la vente.
  • Performance du 2e trimestre : Les revenus locatifs ont chuté de 42 % en glissement annuel à 12,3 millions en raison de la sortie des actifs vendus et mis en vente du registre des loyers ; les frais d’exploitation sont restés stables à 12,5 millions. Les charges d’intérêts ont diminué de 10 % à 5,0 millions, mais la baisse des revenus a entraîné une perte nette GAAP de 7,9 millions contre un bénéfice de 0,8 million l’année précédente. Après 6,0 millions de dividendes préférentiels, la perte attribuable aux actionnaires ordinaires s’est creusée à 13,9 millions (-0,38 $ par action).
  • Vue semestrielle : Chiffre d’affaires en baisse de 30 % à 29,1 millions ; bénéfice net de 7,2 millions soutenu par des gains de 13,3 millions, mais les actionnaires ordinaires ont enregistré une perte de 4,8 millions (-0,13 $ par action). Le flux de trésorerie opérationnel a chuté de 56 % à 8,4 millions.
  • Capital : Coût moyen pondéré de l’emprunt fixe à 3,8 % ; actifs en eau de 55 306 acre-pieds évalués à 37,1 millions ; coussin de fonds propres de 670,1 millions, mais les distributions cumulées dépassent désormais les bénéfices de 189,5 millions.

Perspectives : La direction vise à recycler le capital des actifs matures vers des fermes à rendement plus élevé, mais doit restaurer les revenus locatifs pour couvrir les dividendes préférentiels et maintenir les dividendes ordinaires.

Gladstone Land (LAND) Highlights des 10-Q für Q2 2025:

  • Portfolio: 150 Farmen, 103.001 Acres in 15 Bundesstaaten; Buchwert der Immobilien sank auf 1,13 Mrd. USD (-2,4 % seit Jahresbeginn) nach Verkauf von sieben Farmen für 64,5 Mio. USD und Verbuchung von aggregierten Gewinnen in Höhe von 15,7 Mio. USD.
  • Finanzlage: Gesamtvermögen 1,26 Mrd. USD (-4,1 % seit Jahresbeginn); Schulden (Kreditlinien, Anleihen, Schuldverschreibungen) um 28,1 Mio. USD auf 496,4 Mio. USD reduziert, wodurch die Verschuldungsquote auf 46,8 % sank. Barbestand stieg auf 30,5 Mio. USD (plus 12,2 Mio.) durch Verkaufserlöse.
  • Q2-Ergebnis: Mieteinnahmen sanken um 42 % im Jahresvergleich auf 12,3 Mio. USD, da veräußerte und zum Verkauf stehende Vermögenswerte aus der Mieteroll herausfielen; Betriebskosten blieben mit 12,5 Mio. USD stabil. Zinsaufwand sank um 10 % auf 5,0 Mio. USD, jedoch führte der Umsatzrückgang zu einem GAAP-Nettogewinn von -7,9 Mio. USD gegenüber 0,8 Mio. USD im Vorjahr. Nach 6,0 Mio. USD Vorzugsdividenden weitete sich der auf Stammaktionäre entfallende Verlust auf 13,9 Mio. USD (-0,38 USD/Aktie) aus.
  • Halbjahresbilanz: Umsatzrückgang um 30 % auf 29,1 Mio. USD; Nettogewinn 7,2 Mio. USD unterstützt durch 13,3 Mio. USD Gewinne, dennoch verzeichneten Stammaktionäre einen Verlust von 4,8 Mio. USD (-0,13 USD/Aktie). Operativer Cashflow sank um 56 % auf 8,4 Mio. USD.
  • Kapitalstruktur: Durchschnittliche gewichtete Festzinskosten 3,8 %; Wasserrechte von 55.306 Acre-Foot mit 37,1 Mio. USD bewertet; Eigenkapitalpuffer 670,1 Mio. USD, jedoch übersteigen kumulierte Ausschüttungen die Gewinne um 189,5 Mio. USD.

Ausblick: Das Management plant, Kapital aus ausgereiften Vermögenswerten in höher rentierende Farmen umzuschichten, muss jedoch die Mieteinnahmen wiederherstellen, um Vorzugsdividenden zu decken und Stammdividenden aufrechtzuerhalten.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-39304

 

ADEIA INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

 

84-4734590

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

3025 Orchard Parkway, San Jose, California

 

95134

(Address of Principal Executive Offices)

 

(Zip Code)

(408) 473-2500

(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

Common Stock (par value $0.001 per share)

ADEA

Nasdaq Global Select Market

 

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

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. ☐

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 July 24, 2025 was 109,368,598

 

 


 

ADEIA INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

TABLE OF CONTENTS

 

 

 

 

Page

 

PART I

 

 

Item 1.

Financial Statements (unaudited)

 

3

 

Condensed Consolidated Statements of Income – Three and Six Months Ended June 30, 2025 and 2024

 

3

 

Condensed Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2025 and 2024

 

4

 

Condensed Consolidated Balance Sheets – June 30, 2025 and December 31, 2024

 

5

 

Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2025 and 2024

 

6

 

Condensed Consolidated Statements of Equity – Three and Six Months Ended June 30, 2025 and 2024

 

7

 

Notes to Condensed Consolidated Financial Statements

 

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

29

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

38

Item 4.

Controls and Procedures

 

38

 

 

 

 

 

PART II

 

 

Item 1.

Legal Proceedings

 

39

Item 1A.

Risk Factors

 

41

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

41

Item 3.

Defaults Upon Senior Securities

 

41

Item 4.

Mine Safety Disclosures

 

41

Item 5.

Other Information

 

41

Item 6.

Exhibits

 

42

 

 

 

 

Signatures

 

 

43

 

2


 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ADEIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,
2025

 

June 30,
2024

 

June 30,
2025

 

June 30,
2024

Revenue

 

$85,735

 

$87,350

 

$173,405

 

$170,755

Operating expenses:

 

 

 

 

 

 

 

 

Research and development

 

15,857

 

14,799

 

32,324

 

28,724

Selling, general and administrative

 

32,129

 

24,617

 

60,561

 

48,646

Amortization expense

 

14,170

 

20,030

 

28,252

 

43,187

Litigation expense

 

7,174

 

4,262

 

13,028

 

7,192

Total operating expenses

 

69,330

 

63,708

 

134,165

 

127,749

Operating income

 

16,405

 

23,642

 

39,240

 

43,006

Interest expense

 

(10,216)

 

(13,296)

 

(20,865)

 

(27,471)

Other income and expense, net

 

1,434

 

1,428

 

3,146

 

2,828

Loss on debt extinguishment

 

 

(453)

 

 

(453)

Income before income taxes

 

7,623

 

11,321

 

21,521

 

17,910

Provision for (benefit from) income taxes

 

(9,099)

 

2,939

 

(7,015)

 

8,629

Net income

 

$16,722

 

$8,382

 

$28,536

 

$9,281

Net income per share:

 

 

 

 

 

 

 

 

Basic

 

$0.15

 

$0.08

 

$0.26

 

$0.09

Diluted

 

$0.15

 

$0.07

 

$0.25

 

$0.08

Weighted average number of shares used in per share calculations

 

 

 

 

 

 

 

 

Basic

 

108,832

 

108,667

 

108,387

 

108,216

Diluted

 

112,179

 

112,536

 

112,597

 

112,757

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3


 

ADEIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,
2025

 

 

June 30,
2024

 

 

June 30,
2025

 

 

June 30,
2024

 

Net income

 

$

16,722

 

 

$

8,382

 

 

$

28,536

 

 

$

9,281

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized gain (losses) on marketable securities

 

 

1

 

 

 

(25

)

 

 

45

 

 

 

(88

)

Other comprehensive income (loss), net of tax

 

 

1

 

 

 

(25

)

 

 

45

 

 

 

(88

)

Total comprehensive income

 

$

16,723

 

 

$

8,357

 

 

$

28,581

 

 

$

9,193

 

 

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)

 

 

 

June 30,
2025

 

 

December 31,
2024

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

84,247

 

 

$

78,825

 

Marketable securities

 

 

32,232

 

 

 

31,567

 

Total cash, cash equivalents, and marketable securities

 

 

116,479

 

 

 

110,392

 

Accounts receivable, net of allowance for credit losses of $713 
and $
713, respectively

 

 

28,626

 

 

 

34,145

 

Unbilled contracts receivable, net

 

 

107,015

 

 

 

104,047

 

Other current assets

 

 

15,166

 

 

 

9,792

 

Total current assets

 

 

267,286

 

 

 

258,376

 

Long-term unbilled contracts receivable

 

 

47,933

 

 

 

62,767

 

Property and equipment, net

 

 

5,686

 

 

 

6,278

 

Operating lease right-of-use assets

 

 

8,738

 

 

 

9,322

 

Intangible assets, net

 

 

277,525

 

 

 

301,177

 

Goodwill

 

 

313,660

 

 

 

313,660

 

Long-term income tax receivable

 

 

124,218

 

 

 

112,441

 

Other long-term assets

 

 

37,847

 

 

 

33,940

 

Total assets

 

$

1,082,893

 

 

$

1,097,961

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

3,082

 

 

$

8,045

 

Accrued legal fees

 

 

5,311

 

 

 

1,790

 

Accrued liabilities

 

 

19,171

 

 

 

22,727

 

Current portion of long-term debt

 

 

21,007

 

 

 

21,021

 

Deferred revenue

 

 

37,961

 

 

 

19,523

 

Total current liabilities

 

 

86,532

 

 

 

73,106

 

Deferred revenue, less current portion

 

 

55,942

 

 

 

64,555

 

Long-term debt, net

 

 

427,924

 

 

 

454,435

 

Noncurrent operating lease liabilities

 

 

8,923

 

 

 

9,480

 

Long-term income tax payable

 

 

85,342

 

 

 

84,585

 

Other long-term liabilities

 

 

15,314

 

 

 

15,229

 

Total liabilities

 

 

679,977

 

 

 

701,390

 

Commitments and contingencies (Note 14)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock: $0.001 par value; (2025: authorized 15,000 shares; 2024: authorized 15,000 shares and no shares issued and outstanding)

 

 

 

 

 

Common stock: $0.001 par value; (2025: authorized 350,000 shares, issued 127,342 shares, outstanding 109,325 shares; 2024: authorized 350,000 shares, issued 123,952 shares, outstanding 108,072 shares)

 

 

127

 

 

 

125

 

Additional paid-in capital

 

 

667,250

 

 

 

648,914

 

Treasury stock at cost (2025: 18,017 shares; 2024: 15,880 shares)

 

 

(285,018

)

 

 

(255,301

)

Accumulated other comprehensive income (loss)

 

 

44

 

 

 

(1

)

Retained earnings

 

 

20,513

 

 

 

2,834

 

Total stockholders’ equity

 

 

402,916

 

 

 

396,571

 

Total liabilities and equity

 

$

1,082,893

 

 

$

1,097,961

 

 

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)

 

 

 

Six Months Ended

 

 

 

June 30, 2025

 

 

June 30, 2024

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

28,536

 

 

$

9,281

 

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

 

 

 

 

 

 

Depreciation

 

 

997

 

 

 

1,010

 

Amortization of intangible assets

 

 

28,252

 

 

 

43,187

 

Stock-based compensation expense

 

 

16,944

 

 

 

11,737

 

Deferred income taxes

 

 

(4,917

)

 

 

(3,596

)

Loss on debt extinguishment

 

 

 

 

 

453

 

Amortization of debt issuance costs

 

 

1,652

 

 

 

1,601

 

Other

 

 

(230

)

 

 

(1,272

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

5,521

 

 

 

14,666

 

Unbilled contracts receivable

 

 

11,866

 

 

 

(4,368

)

Other assets

 

 

(15,557

)

 

 

5,331

 

Accounts payable

 

 

(4,198

)

 

 

(2,864

)

Accrued and other liabilities

 

 

1,565

 

 

 

(1,716

)

Deferred revenue

 

 

9,825

 

 

 

17,240

 

Net cash provided by operating activities

 

 

80,256

 

 

 

90,690

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(420

)

 

 

(1,214

)

Purchases of intangible assets

 

 

(5,350

)

 

 

(8,476

)

Purchases of short-term investments

 

 

(12,989

)

 

 

(18,701

)

Proceeds from maturities of investments

 

 

12,600

 

 

 

20,150

 

Net cash used in investing activities

 

 

(6,159

)

 

 

(8,241

)

Cash flows from financing activities:

 

 

 

 

 

 

Payment of dividends

 

 

(10,857

)

 

 

(10,853

)

Principal payments on debt agreements

 

 

(28,178

)

 

 

(52,139

)

Proceeds from employee stock purchase program and exercise of stock options

 

 

1,392

 

 

 

1,539

 

Repurchases of common stock for tax withholdings on equity awards

 

 

(19,706

)

 

 

(9,102

)

Repurchases of common stock

 

 

(11,326

)

 

 

 

Net cash used in financing activities

 

 

(68,675

)

 

 

(70,555

)

Net increase in cash and cash equivalents

 

 

5,422

 

 

 

11,894

 

Cash and cash equivalents at beginning of period

 

 

78,825

 

 

 

54,560

 

Cash and cash equivalents at end of period

 

$

84,247

 

 

$

66,454

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Interest paid

 

$

17,722

 

 

$

24,470

 

Income taxes paid, net of refunds

 

$

13,599

 

 

$

5,984

 

 

 

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)

 

 

Total Company Stockholders' Equity

 

 

 

Common Stock

 

 


 

 

 

Treasury Stock

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2025

 

Shares

 

 

Amount

 

 

Additional
Paid-In Capital

 

 

Shares

 

 

Amount

 

 

Accumulated
Other Comprehensive Income

 

 

Retained Earnings

 

 

Total
Stockholders' Equity

 

Balance at April 1, 2025

 

 

108,444

 

 

$

126

 

 

$

657,344

 

 

 

17,406

 

 

$

(277,269

)

 

$

43

 

 

$

9,226

 

 

$

389,470

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,722

 

 

 

16,722

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Cash dividends paid on common stock ($0.05 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,435

)

 

 

(5,435

)

Issuance of common stock in connection with exercise of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock in connection with employee stock purchase plan

 

 

144

 

 

 

 

 

 

1,206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,206

 

Issuance of restricted stock, net of shares canceled

 

 

1,348

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Withholding taxes related to net share settlement of restricted awards

 

 

(611

)

 

 

 

 

 

 

 

 

611

 

 

 

(7,749

)

 

 

 

 

 

 

 

 

(7,749

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

8,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,700

 

Balance at June 30, 2025

 

 

109,325

 

 

$

127

 

 

$

667,250

 

 

 

18,017

 

 

$

(285,018

)

 

$

44

 

 

$

20,513

 

 

$

402,916

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Company Stockholders' Equity

 

 

 

Common Stock

 

 

 

 

 

Treasury Stock

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,
2025

 

Shares

 

 

Amount

 

 

Additional
Paid-In Capital

 

 

Shares

 

 

Amount

 

 

Accumulated
Other Comprehensive Income (Loss)

 

 

Retained Earnings

 

 

Total
Stockholders' Equity

 

Balance at January 1, 2025

 

 

108,072

 

 

$

125

 

 

$

648,914

 

 

 

15,880

 

 

$

(255,301

)

 

$

(1

)

 

$

2,834

 

 

$

396,571

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28,536

 

 

 

28,536

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

45

 

 

 

 

 

 

45

 

Cash dividends paid on common stock ($0.10 per share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,857

)

 

 

(10,857

)

Issuance of common stock in connection with exercise of stock options

 

 

15

 

 

 

 

 

 

186

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

186

 

Issuance of common stock in connection with employee stock purchase plan

 

 

144

 

 

 

 

 

 

1,206

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,206

 

Issuance of restricted stock, net of shares canceled

 

 

3,231

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Withholding taxes related to net share settlement of restricted awards

 

 

(1,377

)

 

 

 

 

 

 

 

 

1,377

 

 

 

(19,706

)

 

 

 

 

 

 

 

 

(19,706

)

Repurchases of common stock

 

 

(760

)

 

 

 

 

 

 

 

 

760

 

 

 

(10,011

)

 

 

 

 

 

 

 

 

(10,011

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

16,944

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,944

 

Balance at June 30, 2025

 

 

109,325

 

 

$

127

 

 

$

667,250

 

 

 

18,017

 

 

$

(285,018

)

 

$

44

 

 

$

20,513

 

 

$

402,916

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7


 

ADEIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(in thousands, except per share amount)

(unaudited)

 

 

 

Total Company Stockholders' Equity

 

 

 

Common Stock

 

 

 

 

 

Treasury Stock

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2024

 

Shares

 

 

Amount

 

 

Additional
Paid-In Capital

 

 

Shares

 

 

Amount

 

 

Accumulated
Other
Comprehensive Loss

 

 

Accumulated
Deficit

 

 

Total
Stockholders' Equity

 

Balance at April 1, 2024

 

 

108,453

 

 

$

122

 

 

$

635,552

 

 

 

14,015

 

 

$

(230,226

)

 

$

(71

)

 

$

(55,426

)

 

$

349,951

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,382

 

 

 

8,382

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(25

)

 

 

 

 

 

(25

)

Cash dividends paid on common stock ($0.05 per share)

 

 

 

 

 

 

 

 

(5,433

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,433

)

Issuance of common stock in connection with exercise of stock options

 

 

7

 

 

 

 

 

 

66

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

66

 

Issuance of common stock in connection with employee stock purchase plan

 

 

120

 

 

 

 

 

 

975

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

975

 

Issuance of restricted stock, net of shares canceled

 

 

397

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Withholding taxes related to net share settlement of restricted awards

 

 

(123

)

 

 

 

 

 

 

 

 

123

 

 

 

(1,373

)

 

 

 

 

 

 

 

 

(1,373

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

6,592

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,592

 

Balance at June 30, 2024

 

 

108,854

 

 

$

123

 

 

$

637,752

 

 

 

14,138

 

 

$

(231,599

)

 

$

(96

)

 

$

(47,044

)

 

$

359,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Company Stockholders' Equity

 

 

 

Common Stock

 

 

 

 

 

Treasury Stock

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2024

 

Shares

 

 

Amount

 

 

Additional
Paid-In Capital

 

 

Shares

 

 

Amount

 

 

Accumulated
Other
Comprehensive Loss

 

 

Accumulated
Deficit

 

 

Total
Stockholders' Equity

 

Balance at January 1, 2024

 

 

107,384

 

 

$

121

 

 

$

635,331

 

 

 

13,346

 

 

$

(222,497

)

 

$

(8

)

 

$

(56,325

)

 

$

356,622

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,281

 

 

 

9,281

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(88

)

 

 

 

 

 

(88

)

Cash dividends paid on common stock ($0.10 per share)

 

 

 

 

 

 

 

 

(10,853

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,853

)

Issuance of common stock in connection with exercise of stock options

 

 

53

 

 

 

 

 

 

562

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

562

 

Issuance of common stock in connection with employee stock purchase plan

 

 

120

 

 

 

 

 

 

975

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

975

 

Issuance of restricted stock, net of shares canceled

 

 

2,089

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Withholding taxes related to net share settlement of restricted awards

 

 

(792

)

 

 

 

 

 

 

 

 

792

 

 

 

(9,102

)

 

 

 

 

 

 

 

 

(9,102

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

11,737

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,737

 

Balance at June 30, 2024

 

 

108,854

 

 

$

123

 

 

$

637,752

 

 

 

14,138

 

 

$

(231,599

)

 

$

(96

)

 

$

(47,044

)

 

$

359,136

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8


 


 

ADEIA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 – THE COMPANY AND BASIS OF PRESENTATION

Adeia Inc. (the “Company”), a Delaware corporation, is one of the industry’s largest intellectual property (“IP”) licensing platforms, with a diverse portfolio of media and semiconductor IP consisting of more than 13,000 patents and patent applications worldwide.

The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared by the Company in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The amounts as of December 31, 2024 have been derived from the Company’s annual audited Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 19, 2025 (the “Form 10-K”). These Condensed Consolidated Financial Statements should be read in conjunction with the annual audited Consolidated Financial Statements and notes thereto included in the Form 10-K as of and for the year ended December 31, 2024.

The Company’s consolidated financial statements include the accounts of Adeia Inc. and its wholly-owned subsidiaries. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments necessary (consisting of normal recurring adjustments) to state fairly the financial position of the Company and its results of operations and cash flows as of and for the periods presented. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025 or any future period and the Company makes no representations related thereto.

The Company’s fiscal year ends on December 31 and employs a calendar month-end reporting period for its quarterly reporting. The Company operates under one reportable segment, IP Licensing.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no significant changes in the Company’s significant accounting policies during the three and six months ended June 30, 2025, as compared to the significant accounting policies described in the Form 10-K.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates and assumptions that require management’s most significant, challenging, and subjective judgment include identifying the performance obligations in the contract, estimating variable consideration, estimating quarterly royalties prior to receiving the royalty reports from the licensee, determining standalone selling price, and allocating consideration in a contract with multiple performance obligations, the assessment of the recoverability of goodwill, the assessment of useful lives and recoverability of other intangible assets and long-lived assets, recognition and measurement of current and deferred income tax assets and liabilities, the assessment of unrecognized tax benefits and purchase accounting resulting from business combinations, among others. Actual results experienced by the Company may differ from management’s estimates. These estimates may change, as new events occur and additional information is obtained, and are recognized in the condensed consolidated financial statements as soon as they become known.

9


 

Recently Adopted Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in ASU 2020-04 apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”), which deferred the application dates of Topic 848 to December 31, 2024. In the second quarter of 2023, the Company adopted Topic 848 and modified its debt agreement to reference the other rate. The adoption did not have a material impact to the Company’s Condensed Consolidated Financial Statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. In the fourth quarter of 2024, the Company adopted ASU 2023-07 on a retrospective basis, and the adoption did not have a material impact to the Company’s Condensed Consolidated Financial Statements. See “Note 15 – Segment Information” for further detail.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregated information about certain income statement expense line items on an annual and interim basis. ASU 2024-03 will be effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The new standard permits early adoption and can be applied prospectively or retrospectively. The Company is currently evaluating the impact of adopting ASU 2024-03.

NOTE 3 – REVENUE

Revenue Recognition

General

Revenue is recognized when control of the IP rights is transferred to a customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for the licensing of the Company’s IP, which may include various combinations of IP rights and services which are generally capable of being distinct and accounted for as separate performance obligations. In situations where foreign withholding taxes are withheld by the Company’s licensee, revenue is recognized gross of withholding taxes that are remitted directly by the licensee to a local tax authority.

Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the individual performance obligations are separately accounted for if they are distinct. In a contract with multiple performance obligations, the transaction price is allocated among the separate performance obligations on a relative standalone selling price basis. The determination of standalone selling price considers market conditions, the size and scope of the contract, customer and geographic information, and other factors. When observable prices are not available, standalone selling price for separate performance obligations is based on the adjusted market assessment approach to estimate the price that a customer in the relevant market would be willing to pay for licensing the Company’s IP rights. The allocation of transaction price among performance obligations in a contract may impact the amount and timing of revenue recognized in the Consolidated Statements of Income during a given period.

When a contract with a customer includes variable consideration, an estimate of the consideration which the Company expects to be entitled to for transferring the promised IP rights or services is made at contract inception and in each subsequent reporting period until the uncertainty associated with the variable consideration is resolved. The amount of variable consideration is estimated by considering all available information (historical, current, and forecast) and is updated as additional information becomes available.

10


 

The estimate of variable consideration is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. When the uncertainty associated with variable consideration relates to potential price adjustments as a result of a legal contract dispute, the Company estimates variable consideration using the expected value method or the most likely amount method, whichever is more appropriate in the circumstances, and considers all available information, including historical data and experience. Estimating variable consideration related to potential future price adjustments requires significant judgment in evaluating the possible outcomes. Subsequent changes in the transaction price resulting from changes in the estimate of variable consideration are allocated to the performance obligations in the contract on the same basis as at contract inception.

When variable consideration is in the form of a sales-based or usage-based royalty in exchange for a license of IP, revenue is recognized at the later of when the subsequent sale or usage occurs or the performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied or partially satisfied.

Description of Revenue-Generating Activities

IP License Arrangements

The Company licenses (i) its media patent portfolio (“Media IP licensing”) to multichannel video programming distributors, over-the-top (“OTT”) video service providers, consumer electronics manufacturers, social media, and other new media companies and (ii) its semiconductor technologies and associated patent portfolio (“Semiconductor IP licensing”) to memory, logic, sensors, radio frequency component, and foundry companies. The Company generally licenses its IP portfolios under three models: (i) per-unit or per-subscriber Media IP or Semiconductor IP royalty licensing, (ii) fixed-fee Media IP licensing, and (iii) fixed-fee or minimum guarantee Semiconductor IP licensing.

Per-unit or per-subscriber Media IP or Semiconductor IP royalty licensing

The Company recognizes revenue from per-unit or per-subscriber IP royalty licenses in the period in which the licensee’s sales or production are estimated to have occurred, which results in an adjustment to revenue when actual sales or production are subsequently reported by the licensee, which is generally in the month or quarter following usage or shipment. Estimating customers’ monthly or quarterly royalties prior to receiving the royalty reports requires the Company to make significant assumptions and judgments related to forecasted trends and growth rates used to estimate quantities shipped or manufactured by customers, which could have a material impact on the amount of revenue it reports on a quarterly basis.

Fixed-fee Media IP licensing

The Company’s long-term fixed-fee Media IP licensing contracts provide its customers with rights to future patented technologies over the term of the contract that are highly interdependent or highly interrelated to the patented technologies provided at the inception of the contract. The Company treats these rights as a single performance obligation with revenue recognized on a straight-line basis over the term of the fixed-fee license contract. The transaction price is adjusted for the effect of any significant financing components calculated using borrower-specific, risk-adjusted interest rates, with the related interest income or expense being recognized over time on an effective rate basis.

Fixed-fee or minimum guarantee Semiconductor IP licensing

The Company enters into Semiconductor IP licenses that have a fixed fee or a minimum guarantee, whereby licensees pay a fixed fee for the right to incorporate the Company’s IP technologies in the licensee’s products over the license term. In contracts with a minimum guarantee, the fixed fee component corresponds to a minimum number of units or dollars that the customer must produce or pay, with additional per-unit fees for any units or dollars exceeding the minimum. The Company generally recognizes the full fixed fee as revenue at the beginning of the license term when the customer has the right to use the IP and begins to benefit from the license, adjusted for the effect of any significant financing components calculated using borrower-specific, risk-adjusted interest rates, with the related interest income or expense being recognized over time on an effective rate basis. For minimum guarantee contracts where the customer exceeds the minimum, the Company recognizes revenue relating to any additional per-unit fees in the periods it believes the customer has exceeded the minimum and adjusts the revenue based on actual usage once that is reported by the customer.

11


 

IP license contracts with multiple performance obligations

At times, the Company enters into long-term license contracts with more than one performance obligation, which may include releases from past patent infringement claims or one or more prospective licenses. In these arrangements, the Company allocates the transaction price between releases for past patent infringement claims and prospective licenses based on their relative standalone selling prices, which requires significant management judgment.

In determining the standalone selling price of each performance obligation, the Company considers such factors as the customer’s revenues, the number of past and projected future subscribers, units shipped, and units manufactured, as well as the per-subscriber or per-unit licensing rates the Company generally receives from licensees of comparable sizes in comparable markets and geographies.

As a release from past patent infringement claims is generally satisfied at execution of the contract, the transaction price allocated to the release from past patent infringement claims is generally recognized in the period the contract is executed. Transaction price allocated to prospective Media IP licenses is recognized ratably over the license term, and transaction price allocated to prospective Semiconductor IP licenses is recognized upon execution of the contract.

Practical Expedients and Exemptions

The Company applies a practical expedient to not perform an evaluation of whether a contract includes a significant financing component when the timing of revenue recognition differs from the timing of cash collection by one year or less.

The Company applies a practical expedient to expense costs to obtain a contract with a customer as incurred as a component of selling, general and administrative expenses when the amortization period would have been one year or less.

The Company applies a practical expedient when disclosing revenue expected to be recognized from unsatisfied performance obligations to exclude contracts with customers with an original duration of less than one year; amounts attributable to variable consideration arising from (i) a sales-based or usage-based royalty of an intellectual property license or (ii) when variable consideration is allocated entirely to a wholly unsatisfied performance obligation; or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation.

Revenue Details

Revenue Disaggregation

The following information depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors by disaggregating revenue by category, market vertical and geographic location (presented in “Note 15 – Segment Information”). This information includes revenue recognized from contracts with customers and revenue from other sources, including sales-based or usage-based royalty revenues and fees associated with releases for past infringement.

Recurring and non-recurring revenue

Recurring revenue includes the following: (i) for fixed-fee Media IP license agreements, revenue associated with rights to existing and future patented technologies during reporting periods beginning with the reporting period in which the agreement is executed through the end of the term of the agreement, which are recognized on a straight-line basis; and (ii) for per-unit or per-subscriber Media IP or Semiconductor IP royalty license agreements, revenue associated with sales-based or usage-based royalties in exchange for a license of IP, which are recognized in the period such subsequent sales or usage occurs.

Non-recurring revenue includes the following: (i) for fixed-fee or minimum guarantee Semiconductor IP license agreements, revenue in the amount of such fixed fee or minimum guarantee associated with the right to use the IP, which is recognized upon execution of the agreement; and (ii) for all license agreements, revenue in the amount of the fees associated with releases for past patent infringement or licenses, in each case with respect to reporting periods prior to the execution of the agreement, which is recognized upon execution of the agreement.

12


 

Revenue disaggregated by recurring and non-recurring nature was as follows (in thousands):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Recurring revenue

 

$

85,097

 

 

$

82,269

 

 

$

169,506

 

 

$

165,045

 

Non-recurring revenue

 

 

638

 

 

 

5,081

 

 

 

3,899

 

 

 

5,710

 

Total revenue

 

$

85,735

 

 

$

87,350

 

 

$

173,405

 

 

$

170,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue by market vertical

Revenue disaggregated by market vertical was as follows (in thousands):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Media

 

$

81,041

 

 

$

83,626

 

 

$

165,027

 

 

$

164,063

 

Semiconductor

 

 

4,694

 

 

 

3,724

 

 

 

8,378

 

 

 

6,692

 

Total revenue

 

$

85,735

 

 

$

87,350

 

 

$

173,405

 

 

$

170,755

 

Contract Balances

Contracts Assets

Contract assets primarily consist of unbilled contracts receivable that are expected to be received from customers in future periods, where the revenue recognized to date exceeds the amount billed. The amount of unbilled contracts receivable may not exceed their net realizable value and are classified as long-term assets if the payments are expected to be received more than one year from the reporting date. Contract assets also include the incremental costs of obtaining a contract with a customer, principally sales commissions when the renewal commission is not commensurate with the initial commission.

Contract assets were recorded in the Condensed Consolidated Balance Sheets as follows (in thousands):

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Unbilled contracts receivable

 

$

107,015

 

 

$

104,047

 

Other current assets

 

 

597

 

 

 

711

 

Long-term unbilled contracts receivable

 

 

47,933

 

 

 

62,767

 

Other long-term assets

 

 

970

 

 

 

919

 

Total contract assets

 

$

156,515

 

 

$

168,444

 

Contract Liabilities

Contract liabilities are comprised of deferred revenue related to multi-period licensing arrangements for which the Company is paid in advance, while the underlying performance obligation is satisfied at a future date or over time.

Allowance for Credit Losses

The allowance for credit losses represents the Company’s best estimate of lifetime expected credit losses inherent in accounts receivable and unbilled contracts receivable. The Company’s long-term unbilled contracts receivable is derived from fixed-fee or minimum-guarantee Semiconductor IP licensing and is primarily comprised of contracts with large, well-capitalized companies. It is generally considered to be of high credit quality due to past collection history and the nature of the customers.

The allowance for credit losses at June 30, 2025 and December 31, 2024 was $0.7 million and is presented as part of accounts receivable, net in the Condensed Consolidated Balance Sheets.

13


 

Additional Disclosures

The following table presents additional revenue and contract disclosures (in thousands):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue recognized in the period from:

 

 

 

 

 

 

 

 

 

 

 

 

Amounts included in deferred revenue at the beginning of the period

 

$

5,204

 

 

$

1,703

 

 

$

10,653

 

 

$

3,708

 

Performance obligations satisfied in previous periods (1)

 

$

503

 

 

$

4,864

 

 

$

3,429

 

 

$

5,076

 

 

(1) Performance obligations satisfied in previous periods consist mainly of fees associated with releases for past patent infringement, settlements of litigation during the period, and revenue from past royalties owed pursuant to expired or terminated IP license agreements. For long-term and multi-year revenue contracts, the Company recorded revenue from the releases for past infringement during the three months and six months ended June 30, 2025 and 2024 and expects to record revenue from the prospective license in future periods.

 

Remaining revenue under contracts with performance obligations represents the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) under certain of the Company’s fixed fee arrangements (in thousands).

 

 

 

As of
June 30, 2025

 

Revenue from contracts with performance obligations expected to be satisfied in:

 

 

 

2025 (remaining 6 months)

 

 

94,446

 

2026

 

 

91,357

 

2027

 

 

76,166

 

2028

 

 

66,191

 

2029

 

 

58,816

 

Thereafter

 

 

17,732

 

Total

 

$

404,708

 

 

 

NOTE 4 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS

Other current assets consisted of the following (in thousands):

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Prepaid income taxes

 

$

7,077

 

 

$

2,934

 

Prepaid expenses

 

 

3,281

 

 

 

2,287

 

Prepaid insurance

 

 

1,097

 

 

 

1,124

 

Other

 

 

3,711

 

 

 

3,447

 

Total other current assets

 

$

15,166

 

 

$

9,792

 

 

Property and equipment, net, consisted of the following (in thousands):

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Equipment, furniture and other

 

$

17,781

 

 

$

17,376

 

Leasehold improvements

 

 

6,293

 

 

 

6,293

 

  Total property and equipment

 

 

24,074

 

 

 

23,669

 

Less: accumulated depreciation

 

 

(18,388

)

 

 

(17,391

)

Total property and equipment, net

 

$

5,686

 

 

$

6,278

 

 

14


 

Other long-term assets consisted of the following (in thousands):

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Long-term deferred tax assets

 

$

35,944

 

 

$

31,027

 

Other assets

 

 

1,903

 

 

 

2,913

 

Total other long-term assets

 

$

37,847

 

 

$

33,940

 

Accrued liabilities consisted of the following (in thousands):

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Employee compensation and benefits

 

$

5,999

 

 

$

11,461

 

Current portion of guarantee (1)

 

 

3,850

 

 

 

3,850

 

Accrued expenses

 

 

6,380

 

 

 

2,936

 

Current portion of operating lease liabilities

 

 

518

 

 

 

481

 

Accrued income taxes

 

 

 

 

 

325

 

Other

 

 

2,424

 

 

 

3,674

 

Total accrued liabilities

 

$

19,171

 

 

$

22,727

 

 

(1) Refer to “Note 14 Commitments and Contingencies” for further detail on the nature of the guarantee.

 

Other long-term liabilities consisted of the following (in thousands):

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Long-term portion of guarantee (1)

 

$

13,233

 

 

$

13,233

 

Other

 

 

2,081

 

 

 

1,996

 

Total other long-term liabilities

 

$

15,314

 

 

$

15,229

 

 

(1) Refer to “Note 14 Commitments and Contingencies” for further detail on the nature of the guarantee.

NOTE 5 – FINANCIAL INSTRUMENTS

The Company has investments in debt securities, which include corporate bonds and notes, treasury and agency notes and bills, commercial paper, and in equity securities consisting of money market funds. The Company classifies its debt securities as available-for-sale (“AFS”), which are accounted for at fair value with credit related losses recognized as a provision for credit losses in its Condensed Consolidated Statements of Income and all non-credit related unrealized gains and losses recognized in accumulated other comprehensive income or loss on the Condensed Consolidated Balance Sheets. Under ASU 2016-01 (Topic 321), equity securities are measured at fair value with unrealized gains and losses recognized in other income and expense, net, in the Condensed Consolidated Statements of Income.

15


 

The following is a summary of marketable securities at June 30, 2025 and December 31, 2024 (in thousands):

 

 

 

June 30, 2025

 

 

 

Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Allowance for Credit Losses

 

 

Estimated
Fair
Values

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

2,762

 

 

$

 

 

$

(2

)

 

$

 

 

$

2,760

 

Corporate bonds and notes

 

 

24,912

 

 

 

92

 

 

 

(4

)

 

 

 

 

 

25,000

 

Treasury and agency notes and bills

 

 

4,474

 

 

 

 

 

 

(2

)

 

 

 

 

 

4,472

 

Total debt securities

 

 

32,148

 

 

 

92

 

 

 

(8

)

 

 

 

 

 

32,232

 

Money market funds

 

 

5,025

 

 

 

 

 

 

 

 

 

 

 

 

5,025

 

Total equity securities

 

 

5,025

 

 

 

 

 

 

 

 

 

 

 

 

5,025

 

Total marketable securities

 

$

37,173

 

 

$

92

 

 

$

(8

)

 

$

 

 

$

37,257

 

Reported in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

$

5,025

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,232

 

Total marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

$

37,257

 

 

 

 

December 31, 2024

 

 

 

Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Allowance for Credit Losses

 

 

Estimated
Fair
Values

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

2,688

 

 

$

1

 

 

$

 

 

$

 

 

$

2,689

 

Corporate bonds and notes

 

 

25,726

 

 

 

76

 

 

 

(40

)

 

 

 

 

 

25,762

 

Treasury and agency notes and bills

 

 

3,615

 

 

 

1

 

 

 

 

 

 

 

 

 

3,616

 

Total debt securities

 

 

32,029

 

 

 

78

 

 

 

(40

)

 

 

 

 

 

32,067

 

Money market funds

 

 

4,322

 

 

 

 

 

 

 

 

 

 

 

 

4,322

 

Total equity securities

 

 

4,322

 

 

 

 

 

 

 

 

 

 

 

 

4,322

 

Total marketable securities

 

$

36,351

 

 

$

78

 

 

$

(40

)

 

$

 

 

$

36,389

 

Reported in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

$

4,822

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31,567

 

Total marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

$

36,389

 

At June 30, 2025 and December 31, 2024, the Company had $116.5 million and $110.4 million, respectively, in cash and cash equivalents and marketable securities. A portion of these amounts was held in marketable securities, as shown above. The remaining balances of $79.2 million and $74.0 million at June 30, 2025 and December 31, 2024, respectively, consisted of cash held in operating accounts not included in the tables above.

Debt Securities

The gross realized gains and losses on sales of marketable debt securities were immaterial during the three and six months ended June 30, 2025 and 2024. Unrealized losses on AFS debt securities were immaterial as of June 30, 2025 and December 31, 2024. The Company evaluated whether the decline in fair value has resulted from credit losses or other factors and concluded these amounts were related to temporary fluctuations in value of AFS securities and were due primarily to changes in interest rates and market conditions of the underlying securities. The Company did not recognize a provision for credit losses related to its AFS debt securities during the three and six months ended June 30, 2025 and 2024, respectively.

The estimated fair value of marketable debt securities by contractual maturity at June 30, 2025 is shown below (in thousands). Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties.

16


 

 

 

 

Amortized
Cost

 

Estimated
Fair Value

 

Due in one year or less

 

$

16,161

 

$

16,182

 

Due in one to two years

 

 

8,260

 

 

8,301

 

Due in two to three years

 

 

7,727

 

 

7,749

 

Total

 

$

32,148

 

$

32,232

 

 

NOTE 6 – FAIR VALUE

The Company follows the authoritative guidance for fair value measurement and the fair value option for financial assets and financial liabilities. The Company carries its financial instruments at fair value with the exception of its long-term debt. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

 

Level 1

Quoted prices in active markets for identical assets.

 

 

Level 2

Observable market-based inputs or unobservable inputs that are corroborated by market data.

 

 

Level 3

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

When applying fair value principles in the valuation of assets, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculates the fair value of its Level 1 and Level 2 instruments based on the exchange traded price of similar or identical instruments, where available, or based on other observable inputs. There were no significant transfers into or out of Level 1 or Level 2 that occurred between December 31, 2024 and June 30, 2025.

The following sets forth the fair value, and classification within the hierarchy, of the Company’s assets required to be measured at fair value on a recurring basis as of June 30, 2025 (in thousands):

 

 

 

Fair Value

 

 

Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)

 

 

Significant
Other
Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds - equity securities (1)

 

$

5,025

 

 

$

5,025

 

 

$

 

 

$

 

Corporate bonds and notes - debt securities (2)

 

 

25,000

 

 

 

 

 

 

25,000

 

 

 

 

Commercial paper - debt securities (3)

 

 

2,760

 

 

 

 

 

 

2,760

 

 

 

 

Treasury and agency notes and bills - debt securities (3)

 

 

4,472

 

 

 

 

 

 

4,472

 

 

 

 

Total Assets

 

$

37,257

 

 

$

5,025

 

 

$

32,232

 

 

$

 

 

(1)
Reported as cash and cash equivalents in the Condensed Consolidated Balance Sheet.
(2)
Reported as marketable securities in the Condensed Consolidated Balance Sheet.
(3)
Reported as marketable securities in the Condensed Consolidated Balance Sheet as these were purchased with original maturities of more than three months at date of purchase; otherwise reported as cash and cash equivalents.

17


 

The following sets forth the fair value, and classification within the hierarchy, of the Company’s assets required to be measured at fair value on a recurring basis as of December 31, 2024 (in thousands):

 

 

 

Fair Value

 

 

Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)

 

 

Significant
Other
Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds - equity securities (1)

 

$

4,322

 

 

$

4,322

 

 

$

 

 

$

 

Corporate bonds and notes - debt securities (2)

 

 

25,762

 

 

 

 

 

 

25,762

 

 

 

 

Commercial paper - debt securities (3)

 

 

2,689

 

 

 

 

 

 

2,689

 

 

 

 

Treasury and agency notes and bills - debt securities (3)

 

 

3,616

 

 

 

 

 

 

3,616

 

 

 

 

Total Assets

 

$

36,389

 

 

$

4,322

 

 

$

32,067

 

 

$

 

 

(1)
Reported as cash and cash equivalents in the Condensed Consolidated Balance Sheet.
(2)
Reported as marketable securities in the Condensed Consolidated Balance Sheet.
(3)
Reported as marketable securities in the Condensed Consolidated Balance Sheet as these were purchased with original maturities of more than three months at date of purchase; otherwise reported as cash and cash equivalents.

 

Financial Instruments Not Recorded at Fair Value

The Company’s long-term debt is carried at amortized cost and is measured at fair value on a quarterly basis for disclosure purposes. The fair value of the Company’s long-term debt approximates its carrying value as of each of the periods described below. The carrying amounts and estimated fair values are as follows (in thousands):

 

 

 

June 30, 2025

 

 

December 31, 2024

 

 

 

Carrying
Amount

 

 

Estimated
Fair Value

 

 

Carrying
Amount

 

 

Estimated
Fair Value

 

Long-term debt, net (1)

 

$

448,931

 

 

$

449,492

 

 

$

475,456

 

 

$

475,456

 

(1) Carrying amounts of long-term debt are net of unamortized debt discount and issuance costs of $10.0 million and $11.6 million as of June 30, 2025 and December 31, 2024, respectively. See “Note 8 – Debt” for additional information.

If reported at fair value in the Condensed Consolidated Balance Sheets, the Company’s debt would be classified within Level 2 of the fair value hierarchy. The fair value of the debt was estimated based on the quoted market prices for the same or similar issues.

NOTE 7 – GOODWILL AND IDENTIFIED INTANGIBLE ASSETS

Goodwill

The carrying value of goodwill at June 30, 2025 and December 31, 2024 was $313.7 million. There were no changes to the carrying value of goodwill from January 1, through June 30, 2025. Goodwill at each reporting unit is evaluated for potential impairment annually, as of the beginning of the fourth quarter, and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The process of evaluating goodwill for potential impairment is subjective and requires significant estimates, assumptions and judgments particularly related to the identification of reporting units, the assignment of assets and liabilities to reporting units and estimating the fair value of each reporting unit. No impairment charges were recognized during the three and six months ended June 30, 2025 and 2024.

18


 

Identified Intangible Assets

Identified intangible assets consisted of the following (in thousands):

 

 

Average

 

June 30, 2025

 

 

December 31, 2024

 

 

 

Life
(Years)

 

Gross
Assets

 

 

Accumulated
Amortization

 

 

Net

 

 

Gross
Assets

 

 

Accumulated
Amortization

 

 

Net

 

Finite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquired patents / core technology

 

3-10

 

$

683,685

 

 

$

(406,160

)

 

$

277,525

 

 

$

679,085

 

 

$

(377,908

)

 

$

301,177

 

Customer contracts and related relationships

 

3-9

 

 

155,900

 

 

 

(155,900

)

 

 

 

 

 

155,900

 

 

 

(155,900

)

 

 

 

Existing technology / content database

 

5-10

 

 

38,681

 

 

 

(38,681

)

 

 

 

 

 

38,681

 

 

 

(38,681

)

 

 

 

Trademarks/trade name

 

4-10

 

 

1,300

 

 

 

(1,300

)

 

 

 

 

 

1,300

 

 

 

(1,300

)

 

 

 

Total intangible assets

 

 

 

$

879,566

 

 

$

(602,041

)

 

$

277,525

 

 

$

874,966

 

 

$

(573,789

)

 

$

301,177

 

As of June 30, 2025, the estimated future amortization expense of total finite-lived intangible assets was as follows (in thousands):

 

 

 

Amounts

 

2025 (remaining 6 months)

 

$

28,334

 

2026

 

 

56,541

 

2027

 

 

56,189

 

2028

 

 

51,146

 

2029

 

 

48,897

 

Thereafter

 

 

36,418

 

Total

 

$

277,525

 

 

NOTE 8 – DEBT

The outstanding amounts of debt were as follows (in thousands):

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Long-term debt

 

$

458,906

 

 

$

487,083

 

Unamortized debt discount and issuance costs

 

 

(9,975

)

 

 

(11,627

)

 

 

 

448,931

 

 

 

475,456

 

Less: current portion, net of debt discount and issuance costs

 

 

(21,007

)

 

 

(21,021

)

Total long-term debt, net of current portion

 

$

427,924

 

 

$

454,435

 

Term Loan B

On June 8, 2021, the Company entered into Amendment No. 1 (“Amendment No. 1”) to that certain Credit Agreement dated June 1, 2020 by and among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “2020 Credit Agreement”). The 2020 Credit Agreement initially provided for a five-year senior secured term loan B facility in an aggregate principal amount of $1,050 million (the “2020 Term Loan B Facility”). Amendment No. 1 provided for, among other things, (i) a new tranche of term loans (the “2021 Refinanced Term Loan B”) in an aggregate principal amount of $810.0 million, (ii) a reduction of the interest rate margin applicable to such loans to (x) in the case of base rate loans, 2.50% per annum and (y) in the case of Eurodollar loans, LIBOR plus a margin of 3.50% per annum, (iii) a prepayment premium of 1.00% in connection with any repricing transaction with respect to the 2021 Refinanced Term Loan B within six months of the closing date of Amendment No. 1, (iv) an extension of the maturity to June 8, 2028, and (v) certain additional amendments, including amendments to provide the Company with additional flexibility under the covenant governing restricted payments.

On May 30, 2023, the Company entered into Amendment No. 2 (“Amendment No. 2”) to the 2020 Credit Agreement, to replace the reference to LIBOR as the base rate with the reference to the Secured Overnight Financing Rate “SOFR” as administered by the Federal Reserve Bank of New York. The new reference rate was effective July 1, 2023.

19


 

On May 20, 2024, the Company entered into Amendment No. 3 (“Amendment No. 3”) to the 2020 Credit Agreement, which provided for, among other things, (i) a repricing of the 2020 Term Loan B Facility through a refinancing of the entire amount of the 2021 Refinanced Term Loan B with a new tranche of term loans (the “2024 Term Loan B”) in an aggregate principal amount of $561.1 million, (ii) a reduction of the interest rate margin applicable to such loans to (x) in the case of SOFR loans, SOFR plus a margin of 3.00% per annum and (y) in the case of base rate loans, 2.00% per annum, (iii) a reduction in the excess cash flow mandatory payment thresholds and (iv) a prepayment premium of 1.00% in connection with any repricing transaction with respect to the 2024 Term Loan B within six months of the closing date of Amendment No. 3. The 2024 Term Loan B will mature on June 8, 2028, the same date upon which the 2021 Refinanced Term Loan B matured prior to giving effect to Amendment No. 3.

On January 30, 2025, the Company entered into Amendment No. 4 (“Amendment No. 4”) to the 2020 Credit Agreement, which provided for, among other things, (i) a repricing of the 2020 Term Loan B Facility through a refinancing of the entire amount of the 2024 Term Loan B (the “2025 Term Loan B”) in an aggregate principal amount of $487.1 million, (ii) a reduction of the interest rate margin applicable to such loans to (x) in the case of SOFR loans, 2.50% per annum and (y) in the case of base rate loans, 1.50% per annum and (iii) a prepayment premium of 1.00% in connection with any repricing transaction with respect to the 2025 Term Loan B within six months of the closing date of Amendment No. 4. The 2025 Term Loan B will mature on June 8, 2028, the same date upon which the 2024 Term Loan B matured prior to giving effect to Amendment No. 4.

The obligations under the 2020 Credit Agreement, inclusive of any changes by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, continue to be guaranteed by the Company’s wholly-owned material domestic subsidiaries (collectively, the “Guarantors”) and continue to be secured by a lien on substantially all of the assets of the Company and the Guarantors.

The 2020 Credit Agreement, as amended, contains customary events of default, upon the occurrence of which, after any applicable cure period, the lenders will have the ability to accelerate all outstanding loans thereunder. The 2020 Credit Agreement, as amended, also contains customary representations and warranties and affirmative and negative covenants that, among other things and subject to certain exceptions, restrict the ability of the Company and its subsidiaries to create or incur certain liens, incur or guarantee additional indebtedness, merge or consolidate with other companies, transfer or sell assets and make restricted payments. The 2020 Credit Agreement, as amended, requires the Company to maintain a total net leverage ratio of no greater than 3.00x in order to access a basket from which to make restricted payments (such as dividend payments and share repurchases). The Company was in compliance with all requirements under the 2020 Credit Agreement as of June 30, 2025. The 2020 Credit Agreement, as amended, also requires the Company to continue to make cash payments on an annual basis based on certain leverage ratios and excess cash flow generated for the immediately preceding fiscal year. The cash payments are applied to the remaining principal balance due at final maturity.

Interest Expense and Expected Principal Payments

At June 30, 2025, the Company had $458.9 million in total debt outstanding. There were also $10.0 million of unamortized debt discount and issuance costs recorded as a reduction from the carrying amount of the debt. The interest rate on the Term Loan B as of June 30, 2025, including the amortization of debt discount and issuance costs, was 7.8% and interest is payable monthly. Interest expense was $8.9 million and $18.2 million for the three and six months ended June 30, 2025, respectively. Interest expense was $12.9 million and $25.4 million for the three and six months ended June 30, 2024, respectively. Amortized debt discount and issuance costs, which were included in interest expense, amounted to $0.8 million and $1.7 million for the three and six months ended June 30, 2025, respectively, and $0.9 million and $1.6 million for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, future minimum principal payments for long-term debt, excluding any additional principal payment required by the excess cash flow provision, are summarized as follows (in thousands):

 

 

 

Amounts

 

2025 (remaining 6 months)

 

$

12,177

 

2026

 

 

24,354

 

2027

 

 

24,354

 

2028

 

 

398,021

 

Total

 

$

458,906

 

 

20


 

NOTE 9 – NET INCOME PER SHARE

The following table sets forth the computation of net income per share (in thousands, except per share amounts):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

16,722

 

 

$

8,382

 

 

$

28,536

 

 

$

9,281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding

 

 

108,832

 

 

 

108,667

 

 

 

108,387

 

 

 

108,216

 

Add: Effect of dilutive securities associated with options

 

 

 

 

 

 

 

 

3

 

 

 

2

 

Add: Effect of dilutive securities associated with restricted stock awards and units

 

 

3,338

 

 

 

3,860

 

 

 

4,198

 

 

 

4,532

 

Add: Effect of dilutive securities associated with employee stock purchase program

 

 

9

 

 

 

9

 

 

 

9

 

 

 

7

 

Weighted average common shares – dilutive

 

 

112,179

 

 

 

112,536

 

 

 

112,597

 

 

 

112,757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

0.15

 

 

$

0.08

 

 

$

0.26

 

 

$

0.09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income per share

 

$

0.15

 

 

$

0.07

 

 

$

0.25

 

 

$

0.08

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Anti-dilutive employee stock-based awards, excluded

 

 

2,349

 

 

 

1,306

 

 

 

1,645

 

 

 

788

 

Basic net income per share is computed using the weighted average number of shares of common stock outstanding during the period, excluding any unvested restricted stock units that are subject to repurchase. Diluted net income per share is computed using the treasury stock method to calculate the weighted average number of shares of common stock and, if dilutive, potential common shares outstanding during the period. Potentially dilutive common shares include unvested restricted stock units and incremental common shares issuable upon the exercise of stock options, less shares repurchased from assumed proceeds. The assumed proceeds calculation includes actual proceeds to be received from the employee upon exercise and the average unrecognized stock compensation cost during the period.

NOTE 10 – STOCKHOLDERS’ EQUITY

Equity Incentive Plans

The 2020 EIP

On June 1, 2020, the Company adopted the 2020 Equity Incentive Plan (the “2020 EIP”). Under the 2020 EIP, the Company may grant equity-based awards to employees, non-employee directors, and consultants for services rendered to the Company (or any parent or subsidiary) in the form of stock options, stock awards, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents and performance awards (or any combination thereof).

At the Company’s 2024 Annual Stockholders Meeting on May 9, 2024, the Company’s stockholders approved an amendment and restatement of the 2020 EIP, which provided for (i) an increase of the number of shares reserved for issuance by 8,900,000 (from an initial share reserve of 16,800,000 under the prior 2020 EIP to 25,700,000 under the amended and restated 2020 EIP) and (ii) the removal of the “fungible share ratio” for future awards, such that all equity awards granted on or after May 9, 2024 will count on a one-to-one basis against the number of shares authorized for issuance under the 2020 EIP (whereas each share granted pursuant to “full value” awards (i.e. stock awards, restricted stock awards, restricted stock units, performance awards and dividend equivalents) prior to May 9, 2024 are counted against shares available for issuance on a 1.5 to 1 ratio). As of June 30, 2025, there were approximately 5.0 million shares reserved for future grants under the 2020 EIP.

The 2020 EIP provides for option grants designed as either incentive stock options or non-statutory options. Options generally are granted with an exercise price not less than the value of the common stock on the grant date and have a term of ten years from the date of grant and vest over a four-year period.

21


 

The vesting criteria for restricted stock awards and restricted stock units is generally the passage of time or meeting certain performance-based objectives, and continued employment through the vesting period, which is generally four years for time-based awards.

Assumed Plans

On June 1, 2020, the Company assumed all then-outstanding stock options, awards, and shares available and reserved for issuance under all legacy Equity Incentive Plans of TiVo (collectively, the “Assumed Plans”). Stock options assumed from the Assumed Plans generally have vesting periods of four years and a contractual term of seven years. Awards of restricted stock and restricted stock units assumed from the Assumed Plans are generally subject to a four year vesting period. The Company has not issued any awards under these plans since the 2020 EIP was amended in 2022. The number of shares subject to stock options and restricted stock units outstanding under these plans are included in the tables below.

A summary of the stock option activity is presented below (in thousands, except per share amounts):

 

 

 

Options Outstanding

 

 

 

Number of
Shares
Subject
to Options

 

 

Weighted
Average
Exercise
Price Per
Share

 

Balance at December 31, 2024

 

 

66

 

 

$

18.97

 

Options granted

 

 

 

 

$

 

Options exercised

 

 

(15

)

 

$

12.74

 

Options canceled / forfeited / expired

 

 

(51

)

 

$

21.29

 

Balance at June 30, 2025

 

 

 

 

$

 

Vested and exercisable at June 30, 2025

 

 

 

 

$

 

Restricted Stock Awards

Information with respect to outstanding restricted stock units (including both time-based vesting and performance-based vesting) as of June 30, 2025 is as follows (in thousands, except per share amounts):

 

 

 

Restricted Stock Awards

 

 

 

Number of
Shares
Subject to
Time-
based Vesting

 

 

Number of
Shares
Subject to
Performance-
based Vesting

 

 

Total
Number of
Shares

 

 

Weighted
Average
Grant Date
Fair Value
Per Share

 

Balance at December 31, 2024

 

 

6,380

 

 

 

2,247

 

 

 

8,627

 

 

$

10.98

 

Awards granted

 

 

2,648

 

 

 

291

 

 

 

2,939

 

 

$

14.98

 

Awards vested / earned

 

 

(2,274

)

 

 

(957

)

 

 

(3,231

)

 

$

10.98

 

Awards canceled / forfeited

 

 

(147

)

 

 

 

 

 

(147

)

 

$

10.32

 

Balance at June 30, 2025

 

 

6,607

 

 

 

1,581

 

 

 

8,188

 

 

$

12.43

 

Performance Awards

Performance awards may be granted to employees or consultants based upon, among other things, the contributions, responsibilities and other compensation of the particular employee or consultant. The value and the vesting of such performance awards are generally linked to one or more performance goals or certain market conditions determined by the Company, in each case on a specified date or dates or over any period or periods determined by the Company, and may range from zero to 200 percent of the grant. For performance awards subject to a market vesting condition (“market-based PSUs”), the fair value per award is fixed at the grant date and the amount of compensation expense is not adjusted during the performance period regardless of changes in the level of achievement of the market condition. For performance-based awards incorporating a market condition, where the ultimate number of shares to be earned depends on the achievement of both performance and market conditions, the fair value is estimated on the date of grant using a Monte Carlo simulation model and the amount of compensation expense is adjusted if and when it is probable that the performance condition will be achieved.

22


 

Employee Stock Purchase Plans

On June 1, 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the “2020 ESPP”). The 2020 ESPP is implemented through consecutive overlapping 24-month offering periods, each of which is comprised of four six-month purchase periods. The first offering period commenced on September 1, 2020 and ended on August 31, 2022. The next offering period under the 2020 ESPP plan commenced on December 1, 2022. Each subsequent offering period under the 2020 ESPP will be twenty-four months long and will commence on each December 1 with four six-month purchase periods. Participants may contribute up to 100% of their base earnings and commissions through payroll deductions, and the accumulated deductions will be applied to the purchase of shares on each semi-annual purchase date. The purchase price per share will equal 85% of the fair market value per share on the start date of the offering period or, if lower, 85% of the fair market value per share on the semi-annual purchase date.

An eligible employee’s right to buy the Company’s common stock under the 2020 ESPP may not accrue at a rate in excess of $25,000 of the fair market value of such shares per calendar year for each calendar year of an offering period. If the fair market value per share of the Company’s common stock on any purchase date during an offering period is less than the fair market value per share on the start date of the 24-month offering period, then that offering period will automatically terminate and a new 24-month offering period will begin on the next business day. All participants in the terminated offering will be transferred to the new offering period.

At the 2022 Annual Stockholders Meeting on April 29, 2022, the Company’s stockholders approved an amendment to the 2020 ESPP and increased by 6.0 million the number of shares reserved for issuance. As of June 30, 2025, there were approximately 4.9 million shares reserved for grant under the Company’s 2020 ESPP.

Dividends

Stockholders of the Company’s common stock are entitled to receive dividends when declared by the Company’s Board of Directors (the “Board”). During the periods ended June 30, 2025 and 2024, quarterly dividends declared were $0.05 per common share, respectively.

The capacity to pay dividends in the future depends on many factors, including the Company’s financial condition, results of operations, capital requirements, capital structure, industry practice and other business conditions that the Board considers relevant.

Stock Repurchase Programs

In October 2024, the Company’s Board approved an increase of the existing share repurchase authorization up to a total of $200.0 million. During the six months ended June 30, 2025, the Company repurchased a total of approximately 0.8 million shares of common stock, at an average price of $13.19 per share for a total cost of $10.0 million. These purchases occurred during the three months ended March 31, 2025 and no repurchases were made during the three months ended June 30, 2025. The Company did not repurchase any shares during the six months ended June 30, 2024. As of June 30, 2025, the total remaining amount available for repurchase under this plan was $170.0 million. The shares repurchased are recorded as treasury stock and are accounted for under the cost method. No expiration date has been specified for this plan. The Company may execute authorized repurchases from time to time under the plan.

The Company accounts for stock repurchases using the cost method and records retirement of treasury stock as a reduction of the cumulative treasury stock paid-in capital balance. Once the cumulative balance is reduced to zero, any remaining difference resulting from the retirement of treasury stock is recorded as a reduction of retained earnings.

The Company issues restricted stock awards as part of the equity incentive plans described above. For the majority of restricted awards, shares are withheld to satisfy required withholding taxes at the vesting date. Shares withheld to satisfy required withholding taxes in connection with the vesting of restricted awards are treated as common stock repurchases in the Condensed Consolidated Financial Statements because they reduce the number of shares that would have been issued on vesting. However, these withheld shares are not included in common stock repurchases under the Company’s authorized share repurchase plan.

23


 

NOTE 11 – STOCK-BASED COMPENSATION EXPENSE

The effect of recording stock-based compensation (“SBC”) expense for the three and six months ended June 30, 2025 and 2024 is as follows (in thousands):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Research and development

 

$

1,422

 

 

$

1,093

 

 

 

2,656

 

 

 

1,902

 

Selling, general and administrative

 

 

7,278

 

 

 

5,499

 

 

 

14,288

 

 

 

9,835

 

Total stock-based compensation expense

 

$

8,700

 

 

$

6,592

 

 

$

16,944

 

 

$

11,737

 

The Company uses a Monte Carlo simulation to determine the grant date fair value of performance stock awards subject to market conditions, or market-based PSUs. The following assumptions were used to value the restricted stock units subject to market conditions granted during the six months ended June 30, 2025 and 2024:

 

 

March 2025

 

 

May 2024

 

Expected life (years)

 

 

3.0

 

 

 

3.0

 

Risk-free interest rate

 

 

3.9

%

 

 

4.5

%

Dividend yield

 

 

1.5

%

 

 

1.8

%

Expected volatility

 

 

46.4

%

 

 

57.0

%

Grants under the 2020 ESPP occur in June and December, as discussed in “Note 10 – Stockholders’ Equity”. The following assumptions were used to value the shares for these grants.

 

 

June 2025

 

 

June 2024

 

Expected life (years)

 

 

2.0

 

 

 

2.0

 

Risk-free interest rate

 

 

3.9

%

 

 

4.8

%

Dividend yield

 

 

1.4

%

 

 

1.7

%

Expected volatility

 

 

46.0

%

 

 

57.0

%

 

NOTE 12 – INCOME TAXES

The Company’s income tax provision and effective tax rate for interim periods are based on its estimated annual effective tax rate adjusted for discrete items during the period. For the three and six months ended June 30, 2025, the Company recorded income tax benefits of $9.1 million and $7.0 million, respectively. For the three and six months ended June 30, 2024, the Company recorded income tax expense of $2.9 million and $8.6 million, respectively. The effective tax rate varies from the 21% U.S. federal tax rate primarily due to unrealized benefits associated with South Korea withholding tax refund claims. The decrease in income tax expense for the three and six months ended June 30, 2025, as compared to the same periods in the prior year was primarily due to unrealized benefits associated with South Korea withholding tax refund claims.

NOTE 13 – LEASES

The Company leases office and research facilities and office equipment under operating leases which expire through 2032. The Company’s leases have remaining lease terms of less than three years to eight years, some of which may include options to extend the leases for five years or longer, and some of which may include options to terminate the leases within the next five years or less. Leases with an initial term of 12 months or less are not recorded on the Condensed Consolidated Balance Sheets; expense for these leases is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred and are not included within the lease liability and right-of-use assets calculation. As a practical expedient, the Company elected, for all office and facility leases, not to separate non-lease components (e.g., common-area maintenance costs) from lease components (e.g., fixed payments including rent) and instead to account for each separate lease component and its associated non-lease components as a single lease component.

As most of the leases do not provide an implicit rate, the Company generally, for purposes of discounting lease payments, uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

24


 

The components of operating lease costs were as follows (in thousands):

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Fixed lease cost

 

$

523

 

 

$

511

 

 

$

1,046

 

 

 

1,023

 

Variable lease cost

 

 

190

 

 

 

207

 

 

 

257

 

 

 

482

 

Total operating lease cost

 

$

713

 

 

$

718

 

 

$

1,303

 

 

$

1,505

 

Other information related to leases was as follows (in thousands, except lease term and discount rate):

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

433

 

 

$

551

 

 

$

983

 

 

$

1,101

 

 

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Weighted-average remaining lease term (years):

 

 

 

 

 

 

Operating leases

 

 

6.79

 

 

 

7.24

 

Weighted-average discount rate:

 

 

 

 

 

 

Operating leases

 

 

8.6

%

 

 

8.5

%

 

Future minimum lease payments and related lease liabilities as of June 30, 2025 were as follows (in thousands):

 

 

Operating Lease Payments (1)

 

2025 (remaining 6 months) (2)

 

$

159

 

2026 (2)

 

 

1,191

 

2027

 

 

2,455

 

2028

 

 

1,888

 

2029

 

 

1,944

 

Thereafter

 

 

5,828

 

Total lease payments

 

 

13,465

 

Less: imputed interest

 

 

(4,024

)

Present value of lease liabilities:

 

$

9,441

 

 

 

 

 

Less: current obligations under leases (accrued liabilities)

 

 

518

 

Noncurrent operating lease liabilities

 

$

8,923

 

(1) Future minimum lease payments exclude short-term leases as well as payments to landlords for variable common area maintenance, insurance and real estate taxes.

(2) Includes tenant improvements allowance of $1.0 million in 2025 and $1.2 million in 2026.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

Purchase and Other Contractual Obligations

In the ordinary course of business, the Company enters into contractual agreements with third parties that include non-cancelable payment obligations, for which it is liable in future periods. These arrangements primarily include unconditional purchase obligations to service providers. As of June 30, 2025, the Company’s total future unconditional purchase obligations were approximately $4.8 million, including $1.9 million due in the remainder of 2025, $1.5 million due in 2026 and $1.4 million due thereafter.

25


 

Guarantee

Prior to the Separation, Adeia Media LLC, a subsidiary of the Company (“Adeia Media”), and a subsidiary of Xperi Inc. (“Xperi Sub”) entered into an agreement (the “Specified Agreement”) with a third party pursuant to which Adeia Media guarantees the performance of Xperi Sub under the Specified Agreement, including its payment obligations to such third party. In connection with the Separation, Adeia Media and Xperi Sub entered into a separate cross business agreement (the “Cross Business Agreement”) effective as of October 1, 2022, under which Adeia Media agreed to make guarantee payments to Xperi Sub in amounts based on certain of its operating expenses under the Specified Agreement through 2031. Consequently, on October 1, 2022, the Company recognized a guarantee liability pursuant to ASC 460 “Guarantees” of $19.7 million, which represents the fair value of Adeia Media’s projected payments of such operating expenses during the term of the Cross Business Agreement. Subsequent changes to the carrying value of the guarantee are recognized as part of the Company’s results of operations. As of June 30, 2025 and December 31, 2024, the balance of the guarantee liability was $17.1 million. Operating expense reimbursements are capped at a maximum of $7.5 million per annum. To date, such reimbursements have not been material.

Indemnifications

In the normal course of business, the Company provides indemnifications of varying scopes and amounts to certain of its licensees, customers, and business partners against claims made by third parties arising from the use of the Company’s intellectual property, services or technologies. The Company cannot reasonably estimate the possible range of losses that may be incurred pursuant to its indemnification obligations, if any. Variables affecting any such assessment include, but are not limited to: the nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and the willingness of such party to engage in settlement negotiations. To date, no such claims have been filed against the Company and no liability has been recorded in the Company’s financial statements.

As permitted under Delaware law, the Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company believes, given the absence of any such payments in the Company’s history, and the estimated low probability of such payments in the future, that the estimated fair value of these indemnification agreements is immaterial. In addition, the Company has directors’ and officers’ liability insurance coverage that is intended to reduce its financial exposure and may enable the Company to recover any payments under the indemnification agreements, should they occur.

Contingencies

At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of losses is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies.

Litigation related

The Company and its subsidiaries are involved in litigation matters and claims in the normal course of business. In the past, the Company and its subsidiaries have litigated to enforce their respective patents and other intellectual property rights, to enforce the terms of license agreements, to protect trade secrets, and to defend the Company’s patents against claims of invalidity. The Company expects it or its subsidiaries will be involved in similar legal proceedings in the future, including proceedings regarding infringement of its patents, and proceedings to ensure proper and full payment of royalties by licensees under the terms of its license agreements.

NOTE 15 – SEGMENT INFORMATION

The Company has one reportable segment: IP Licensing. The IP Licensing segment derives revenues from license agreements to (i) its media patent portfolio and (ii) its semiconductor technologies patent portfolio, see further discussion on revenue generating activities in Note 3 – Revenue . The Company derives revenue primarily in North America and manages the business activities on a consolidated basis.

26


 

The accounting policies of the IP Licensing segment are the same as those described in Note 2 – Summary of Significant Accounting Policies. The Company’s Chief Executive Officer is also the chief operating decision maker (“CODM”) as defined by the authoritative guidance on segment reporting. The CODM assesses financial performance for the IP Licensing segment and decides how to allocate resources based on net income that also is reported on the statements of income as consolidated net income. Net income is also used by the CODM to monitor budget versus actual results of the IP Licensing segment. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the IP Licensing segment or into other parts of the entity, such as for acquisitions or to return value to stockholders.

The following table presents information with respect to the Company’s IP Licensing segment revenue, significant expenses and income (in thousands):

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

85,735

 

 

$

87,350

 

 

$

173,405

 

 

$

170,755

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Personnel related expense

 

 

23,512

 

 

 

19,720

 

 

 

47,641

 

 

 

38,103

 

Patent portfolio expense

 

 

8,559

 

 

 

8,168

 

 

 

17,774

 

 

 

15,902

 

Patent related technical sales support expense

 

 

1,729

 

 

 

1,549

 

 

 

3,333

 

 

 

3,026

 

Amortization expense

 

 

14,170

 

 

 

20,030

 

 

 

28,252

 

 

 

43,187

 

Outside services expense

 

 

4,016

 

 

 

4,010

 

 

 

7,797

 

 

 

7,348

 

Litigation expense

 

 

7,174

 

 

 

4,262

 

 

 

13,028

 

 

 

7,192

 

Interest expense

 

 

10,216

 

 

 

13,296

 

 

 

20,865

 

 

 

27,471

 

Other segment items (1)

 

 

8,736

 

 

 

4,994

 

 

 

13,194

 

 

 

10,616

 

Provision for income taxes

 

 

(9,099

)

 

 

2,939

 

 

 

(7,015

)

 

 

8,629

 

Segment net income

 

$

16,722

 

 

$

8,382

 

 

$

28,536

 

 

$

9,281

 

(1) Other segment items include facilities and other related expenses, marketing and advertising expenses, depreciation expense, travel and entertainment expenses, other income and expense, and other overhead expenses.

Revenue by Geography and Customer Concentration

While the Company’s revenue is primarily derived in North America, a portion of the Company’s revenue is derived from licensees headquartered outside of the U.S., and it is expected that this revenue will continue to account for a portion of total revenue in future periods. Revenue is attributed to geographic locations based on the billing address of each customer. The table below lists the revenue by geography for the periods indicated (in thousands, except for percentages):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

U.S.

 

$

67,908

 

 

 

79

%

 

$

71,608

 

 

 

82

%

 

$

139,423

 

 

 

80

%

 

$

140,047

 

 

 

75

%

Asia

 

 

12,340

 

 

 

14

 

 

 

10,325

 

 

 

11

 

 

 

23,279

 

 

 

13

 

 

 

19,840

 

 

 

18

 

Canada

 

 

3,093

 

 

 

4

 

 

 

3,376

 

 

 

4

 

 

 

6,223

 

 

 

4

 

 

 

6,573

 

 

 

4

 

Europe and Middle East

 

 

1,930

 

 

 

2

 

 

 

1,586

 

 

 

2

 

 

 

3,551

 

 

 

2

 

 

 

3,389

 

 

 

2

 

Other

 

 

464

 

 

 

1

 

 

 

455

 

 

 

1

 

 

 

929

 

 

 

1

 

 

 

906

 

 

 

1

 

 

 

$

85,735

 

 

 

100

%

 

$

87,350

 

 

 

100

%

 

$

173,405

 

 

 

100

%

 

$

170,755

 

 

 

100

%

 

27


 

For the three and six months ended June 30, 2025 and 2024, there were two customers that each accounted for 10% or more of total revenue. The following table sets forth revenue generated from customers which comprise 10% or more of total revenue for the periods indicated:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Customer A

 

 

20.0

%

 

 

19.7

%

 

 

19.8

%

 

 

20.1

%

Customer B

 

 

10.4

%

 

 

11.4

%

 

 

10.5

%

 

 

11.9

%

At June 30, 2025, the Company had one customer representing 63% of aggregate accounts receivable. At December 31, 2024, the Company had two customers representing 52% and 11% of aggregate accounts receivable, respectively.

Other Geography Information

At June 30, 2025 and December 31, 2024, property and equipment, net, was all located in the U.S.

NOTE 16 – SUBSEQUENT EVENTS

Declaration of Cash Dividends

On July 24, 2025, the Board declared a cash dividend of $0.05 per share of common stock, payable on September 16, 2025 to the stockholders of record at the close of business on August 26, 2025.

Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the U.S. which, among other changes, makes permanent certain tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. The OBBBA makes changes to certain U.S. corporate tax provisions, some of which are not effective until 2026 or later. The Company is currently evaluating its impact on the consolidated financial statements. As the legislation was signed into law after the close of the second quarter, the impacts will be included in the third quarter financial statements.

28


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is intended to promote understanding of the results of operations and financial condition and should be read in conjunction with our condensed consolidated financial statements and notes thereto, and with our audited financial statements and notes thereto for the year ended December 31, 2024 found in the Form 10-K filed by us on February 19, 2025 (the “Form 10-K”). This section of this Form 10-Q generally discusses quarter over quarter comparisons of 2025 against 2024.

This quarterly report on Form 10-Q (this “Quarterly Report”) 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 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; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, natural disasters and global health pandemics, each of which may have an adverse impact on the Company’s business, results of operations, and financial condition.

Although forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks, uncertainties, and changes in condition, significance, value and effect, including those discussed under the heading “Risk Factors” hereof and other documents we file from time to time with the Securities and Exchange Commission (the “SEC”), such as our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from those expressed herein and in ways not readily foreseeable. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report and are based on information currently and reasonably known to us. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report, other than as required by law. Readers are urged to carefully review and consider the various disclosures made in this Quarterly Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Business Overview

Adeia Inc. (“Adeia”, “we”) is a leading IP licensing platform in the consumer and entertainment space, with a diverse portfolio of media and semiconductor intellectual property and more than 13,000 patents and patent applications worldwide. In order to serve an increasingly connected world, we invent, develop, and license fundamental innovations that enhance billions of devices and shape the way millions of people explore and experience entertainment. Our inventions are key enabling technologies that drive how consumers interact with entertainment and devices at home and on the go around the world. Our foundational technologies help elevate content and improve how audiences connect with it in a way that is more intelligent, immersive and personal. Our innovative solutions help power smart devices, entertainment experiences and more, and have created a unified ecosystem that reaches highly-engaged consumers and uncovered new business opportunities.

Headquartered in Silicon Valley with more than 35 years of operating experience, we have approximately 150 employees, with substantially all of our employees located in the U.S.

29


 

Macroeconomic Conditions

Macroeconomic conditions due to inflation, geopolitical instability and global health events had in the past, and may in the future have, an adverse impact on our business. For example, such conditions may cause volatility in the markets we serve, particularly the broad consumer electronics market. Impacts from adverse macroeconomic conditions may negatively impact our financial condition and results of operations, which could result in an impairment of our long-lived assets, including goodwill, and increased credit losses.

Although a significant portion of our revenue is derived from fixed-fee and minimum-guarantee arrangements from large, well-capitalized customers, our per-unit and variable-fee based revenue will continue to be susceptible to direct or indirect effects from macroeconomic events, such as armed conflict, geopolitical factors, tariffs, market volatility, labor shortages, supply chain disruptions, microchip shortages, changes in demand for semiconductors, market and industry downturns, global health concerns, outbreaks and pandemics. In addition, to the extent that our customers experience significant, adverse impacts from such macroeconomic events, such events may affect their financial health and our ability to continue receiving revenues from these customers.

Reportable Segments

We operate and report in one segment: IP Licensing. We believe that this structure reflects our current operational and financial management and provides the best structure for us to focus on growth opportunities. Our Chief Executive Officer has been determined to be the Chief Operating Decision Maker (“CODM”) in consideration with the authoritative guidance on segment reporting.

We primarily license our innovations to leading companies in the broader media entertainment and semiconductor industries, and those companies developing new technologies that will help drive these industries forward. Licensing arrangements include access to one or more of our foundational patent portfolios and may also include access to some portions of our industry-leading technologies and know-how.

Key Metrics

In evaluating our financial condition and operating performance, we primarily focus on revenue and cash flows from operations. For the three and six months ended June 30, 2025, as compared to the same period in 2024:

Three months ended June 30, 2025:

Revenue decreased by $1.6 million, or 1.8%, from $87.3 million in 2024 to $85.7 million in 2025.
Recurring revenues increased by $2.8 million, or 3.4% from $82.3 million in 2024 to $85.1 million in 2025.
Non-recurring revenues decreased by $4.4 million, or 87.4% from $5.1 million in 2024 to $0.6 million in 2025.
Cash provided by operating activities decreased slightly by $0.4 million, or 1.5% from $23.5 million in 2024 to $23.1 million in 2025.
We made $11.1 million in principal payments towards our term loan, bringing the outstanding balance to $458.9 million as of June 30, 2025.

Six months ended June 30, 2025:

Revenue increased by $2.7 million, or 1.6%, from $170.8 million in 2024 to $173.4 million in 2025.
Recurring revenues increased by $4.5 million, or 2.7% from $165.0 million in 2024 to $169.5 million in 2025.
Non-recurring revenues decreased by $1.8 million, or 31.7% from $5.7 million in 2024 to $3.9 million in 2025.
Cash provided by operating activities decreased by $10.4 million, or 11.5% from $90.7 million in 2024 to $80.3 million in 2025.
We completed another repricing of our term loan in January 2025, further reducing our interest rate by 50 basis points.
We made $28.2 million in principal payments towards our term loan, bringing the outstanding balance to $458.9 million as of June 30, 2025.
We repurchased $10.0 million of our common stock in the first quarter of 2025.

30


 

Results of Operations

Revenue

We derive the majority of our revenue from the licensing of our IP rights to customers. For our revenue recognition policy, including descriptions of revenue-generating activities, refer to “Note 3 – Revenue” of the Notes to Condensed Consolidated Financial Statements.

The following table presents our operating results for the periods indicated as a percentage of revenue:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

 

100

%

 

 

100

%

 

 

100

%

 

 

100

%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

19

 

 

 

17

 

 

 

19

 

 

 

17

 

Selling, general and administrative

 

 

38

 

 

 

28

 

 

 

35

 

 

 

29

 

Amortization expense

 

 

16

 

 

 

23

 

 

 

16

 

 

 

25

 

Litigation expense

 

 

8

 

 

 

5

 

 

 

7

 

 

 

4

 

Total operating expenses

 

 

81

 

 

 

73

 

 

 

77

 

 

 

75

 

Operating income

 

 

19

 

 

 

27

 

 

 

23

 

 

 

25

 

Interest expense

 

 

(12

)

 

 

(15

)

 

 

(12

)

 

 

(16

)

Other income and expense, net

 

 

2

 

 

 

2

 

 

 

2

 

 

 

2

 

Loss on debt extinguishment

 

 

 

 

 

(1

)

 

 

 

 

 

 

Income before income taxes

 

 

9

 

 

 

13

 

 

 

13

 

 

 

11

 

Provision for (benefit from) income taxes

 

 

(11

)

 

 

3

 

 

 

(4

)

 

 

5

 

Net income

 

 

20

%

 

 

10

%

 

 

17

%

 

 

6

%

 

The following table sets forth our revenue for the three and six months ended June 30, 2025 and 2024 (in thousands, except for percentages):

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

Decrease

 

 

% Change

 

 

2025

 

 

2024

 

 

Increase

 

 

% Change

 

Revenue

 

$

85,735

 

 

$

87,350

 

 

$

(1,615

)

 

 

(2

)%

 

$

173,405

 

 

$

170,755

 

 

$

2,650

 

 

 

2

%

The decrease in revenue during the three months ended June 30, 2025, as compared to the same period in 2024, was primarily attributable to the execution of the settlement agreement and multi-year renewal with X Corp. in the second quarter of 2024, which resulted in non-recurring revenue in that quarter that did not recur in 2025.

Recurring revenue for the three months ended June 30, 2025 and 2024 were $85.1 million and $82.3 million, respectively. The increase of $2.8 million was driven primarily by the execution of license agreements with new customers in the second half of 2024 and the first half of 2025, partially offset by declines in royalty revenue from certain Pay-TV customers.

Non-recurring revenues for the three months ended June 30, 2025 and 2024 were $5.1 million and $0.6 million, respectively. The decrease of $4.4 million was primarily attributable to the execution of the settlement agreement and multi-year renewal with X Corp. in the second quarter of 2024, which resulted in non-recurring revenue in that quarter that did not recur in 2025.

The increase in revenue during the six months ended June 30, 2025, as compared to the same period in 2024, was primarily attributable to the execution of license agreements with new customers in the second half of 2024 and the first half of 2025. Increases were partially offset by the execution of the settlement agreement and multi-year renewal with X Corp. in the second quarter of 2024.

Recurring revenue for the six months ended June 30, 2025 and 2024 were $169.5 million and $165.0 million, respectively. The increase of $4.5 million was primarily driven by the execution of license agreements with new customers in the second half of 2024 and the first half of 2025, partially offset by declines in royalty revenue from certain Pay-TV customers.

31


 

Non-recurring revenues for the six months ended June 30, 2025 and 2024 were $3.9 million and $5.7 million, respectively. The decrease of $1.8 million was primarily attributable to the execution of the settlement agreement and multi-year renewal with X Corp. in the second quarter of 2024, partially offset by the execution of license agreements with new customers in the first half of 2025, for which a portion of revenue was recognized up-front in such period.

Research and Development (in thousands, except for percentages):

Research and development expense (“R&D expense”) consists primarily of personnel costs, stock-based compensation, outside engineering consulting expenses associated with new IP development, as well as costs related to patent applications and examinations, reverse engineering, materials, supplies and an allocation of facilities costs. All R&D expense is expensed as incurred. We intend to make a continued investment in our R&D efforts because we believe they are essential to grow our patent portfolios to maintain and improve our competitiveness.

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

Increase

 

 

% Change

 

 

2025

 

 

2024

 

 

Increase

 

 

% Change

 

Research and development

 

$

15,857

 

 

$

14,799

 

 

$

1,058

 

 

 

7

%

 

$

32,324

 

 

$

28,724

 

 

$

3,600

 

 

 

13

%

The increase in R&D expense during the three and six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to an increase in patent portfolio expenses, patent technical support expenses, and an increase in personnel related costs as a result of increased headcount.

Selling, General and Administrative (in thousands, except for percentages):

Selling, general and administrative (“SG&A”) expenses consist primarily of personnel costs, sales commission, advertising, branding activities, stock-based compensation, professional services, facilities costs, and expenses related to our executive finance, human resource, legal, and information technology organizations.

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

Increase

 

 

% Change

 

 

2025

 

 

2024

 

 

Increase

 

 

% Change

 

Selling, general and administrative

 

$

32,129

 

 

$

24,617

 

 

$

7,512

 

 

 

31

%

 

$

60,561

 

 

$

48,646

 

 

$

11,915

 

 

 

24

%

The increase in SG&A expense during the three months ended June 30, 2025, as compared to the same period in 2024, was primarily due to increases in personnel related costs as a result of increased headcount and advertising expense, partially offset by decreases in outside services.

The increase in SG&A expense during the six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to increases in personnel related costs as a result of increased headcount, advertising expense, and certain administrative costs associated with the repricing of our credit facility in the first quarter of 2025, partially offset by a decrease in outside services.

Amortization Expense (in thousands, except for percentages):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

Decrease

 

 

% Change

 

 

2025

 

 

2024

 

 

Decrease

 

 

% Change

 

Amortization expense

 

$

14,170

 

 

$

20,030

 

 

$

(5,860

)

 

 

(29

)%

 

$

28,252

 

 

$

43,187

 

 

$

(14,935

)

 

 

(35

)%

The decrease in amortization expense during the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to certain intangible assets becoming fully amortized during 2024. The decrease was partially offset by an increase in amortization expense as a result of patents acquired in the second half of 2024 and first half of 2025.

32


 

Litigation Expense (in thousands, except for percentages):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

Increase

 

 

% Change

 

 

2025

 

 

2024

 

 

Increase

 

 

% Change

 

Litigation expense

 

$

7,174

 

 

$

4,262

 

 

$

2,912

 

 

 

68

%

 

$

13,028

 

 

$

7,192

 

 

$

5,836

 

 

 

81

%

The increase in litigation expense during the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to increased activity in current litigation matters. See Part II, Item 1 – Legal Proceedings for additional information regarding these matters.

We expect that litigation expense will continue to be a significant portion of our operating expenses, as it is used to enforce and protect our IP and contract rights. Litigation expense may fluctuate between periods because of planned or ongoing litigation, as described in Part II, Item 1 – Legal Proceedings.

Interest Expense (in thousands, except for percentages):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

Decrease

 

 

% Change

 

 

2025

 

 

2024

 

 

Decrease

 

 

% Change

 

Interest expense

 

$

10,216

 

 

$

13,296

 

 

$

(3,080

)

 

 

(23

)%

 

$

20,865

 

 

$

27,471

 

 

$

(6,606

)

 

 

(24

)%

The decrease in interest expense during the three and six months ended June 30, 2025, as compared to the same periods in 2024, was primarily due to lower debt balance, the reduction of the interest rate margin resulting from the repricing of our Term Loan B during the second quarter of 2024 and the first quarter of 2025, and the Federal Reserve interest rate cut during the third quarter of 2024.

Other Income and Expense, Net (in thousands, except for percentages):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

Increase

 

 

% Change

 

 

2025

 

 

2024

 

 

Increase

 

 

% Change

 

Other income and expense, net

 

$

1,434

 

 

$

1,428

 

 

$

6

 

 

 

0

%

 

$

3,146

 

 

$

2,828

 

 

$

318

 

 

 

11

%

The increase in other income and expense, net during the three and six months ended June 30, 2025, as compared to the same period in 2024, was primarily due to an increase in interest income from significant financing components from certain revenue contracts.

Loss on Debt Extinguishment

During the three and six months ended June 30, 2024, we recognized $0.5 million associated with the repricing of our Term Loan B. There were no such costs in 2025. Refer to discussion below for further detail on the repricing of our Term Loan B.

Provision for Income Taxes (in thousands, except for percentages):

 

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

Decrease

 

 

% Change

 

 

2025

 

 

2024

 

 

Decrease

 

 

% Change

 

Provision for (benefit from) income taxes

 

$

(9,099

)

 

$

2,939

 

 

$

(12,038

)

 

 

(410

)%

 

$

(7,015

)

 

$

8,629

 

 

$

(15,644

)

 

 

(181

)%

 

33


 

Our income tax provision for interim periods is based on the estimated annual effective tax rate adjusted for discrete items during the period. For the three months ended June 30, 2025, we recorded an income tax benefit of $9.1 million on pretax income of $7.6 million, and for the six months ended June 30, 2025, we recorded an income tax benefit of $7.0 million on pretax income of $21.5 million, which resulted in effective tax rates of (119.4)% and (32.6)%, respectively, for the three and six months ended June 30, 2025. The effective tax rate varies from the 21% U.S. federal tax rate primarily due to unrealized benefits associated with South Korea withholding tax refund claims.

 

For the three months ended June 30, 2024, we recorded income tax expense of $2.9 million on pretax income of $11.3 million, and for the six months ended June 30, 2024, we recorded an income tax expense of $8.6 million on pretax income of $17.9 million, which resulted in effective tax rates of 26.0% and 48.2%, respectively, for the three and six months ended June 30, 2024.

The decrease in income tax expense for the three and six months ended June 30, 2025, as compared to the same periods in the prior year was primarily due to unrealized benefits associated with South Korea withholding tax refund claims.

We periodically evaluate the realizability of our net deferred tax assets based on all available evidence, both positive and negative. After considering the evidence to assess the recoverability of our net deferred tax assets, we concluded that it was more-likely-than-not that we would realize our federal and certain state deferred tax assets.

Liquidity and Capital Resources

The following table presents selected financial information related to our liquidity and significant sources and uses of cash and cash equivalents for the six months ended June 30, 2025 and 2024.

 

 

 

As of

 

(in thousands)

 

June 30, 2025

 

 

December 31, 2024

 

Cash and cash equivalents

 

$

84,247

 

 

$

78,825

 

Marketable securities

 

 

32,232

 

 

 

31,567

 

Total cash, cash equivalents and marketable securities

 

$

116,479

 

 

$

110,392

 

 

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

Net cash provided by operating activities

 

$

80,256

 

 

$

90,690

 

Net cash used in investing activities

 

$

(6,159

)

 

$

(8,241

)

Net cash used in financing activities

 

$

(68,675

)

 

$

(70,555

)

Our primary sources of liquidity and capital resources are our operating cash flows and our short-term investments in marketable securities. Cash, cash equivalents and marketable securities were $116.5 million at June 30, 2025, an increase of $6.1 million from $110.4 million at December 31, 2024. This increase primarily resulted from $80.3 million of cash generated from operations, partially offset by $28.2 million in repayment of our long-term debt, $19.7 million in repurchases of common stock associated with tax withholdings on equity awards, $11.3 million in repurchases of common stock, $10.9 million in dividends paid, and $5.4 million in purchases of intangible assets.

The primary objectives of our investment activities are to preserve principal and to maintain liquidity, while at the same time capturing a market rate of return. To achieve these objectives, we maintain a diversified portfolio of securities including money market funds and debt securities such as corporate bonds and notes, municipal bonds and notes, commercial paper, treasury and agency notes and bills and certificates of deposit. Our marketable debt securities are classified as available-for-sale (“AFS”) with credit losses recognized as a credit loss expense and non-credit related unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income or loss.

For information about our material cash requirements, see “Liquidity and Capital Resources” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. Other than the principal payments of $28.2 million made by us under the existing Term Loan B during the six months ended June 30, 2025, our cash requirements have not materially changed since December 31, 2024. We expect to continue to make additional payments on our existing debt from cash generated from operations.

In addition to the cash requirements outlined above, we have returned cash to stockholders through both quarterly dividend payments and repurchases of our common stock under our stock repurchase plan.

34


 

We believe that based on current levels of operations and anticipated growth, our cash from operations, together with cash and cash equivalents currently available, will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months and thereafter for the foreseeable future. Poor financial results, unanticipated expenses, unanticipated acquisitions of technologies or businesses, or unanticipated strategic investments could give rise to additional financing requirements sooner than we expect. There can be no assurance that equity or debt financing will be available when needed or, if available, that such financing will be on terms satisfactory to us. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness could result in increased debt service obligations and may include covenants that would restrict our operations.

Quarterly Dividends

In June 2025, we paid quarterly cash dividends of $0.05 per share of common stock. In July 2025, our Board authorized payment of a quarterly cash dividend of $0.05 per share, to be paid in September 2025.

Stock Repurchase Plan

In October 2024, our Board approved an increase of the existing share repurchase authorization up to a total of $200.0 million. The stock repurchases may be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions, or pursuant to a Rule 10b5-1 plan. During the six months ended June 30, 2025, we repurchased a total of approximately 0.8 million shares of common stock, at an average price of $13.19 per share for a total cost of $10.0 million. These purchases occurred during the three months ended March 31, 2025 and no repurchases were made during the three months ended June 30, 2025. We did not repurchase any shares during the six months ended June 30, 2024. As of June 30, 2025, the total remaining amount available for repurchase under this plan was $170.0 million.

We may continue to execute authorized repurchases from time to time under the Plan. The amount and timing of any repurchases under the Plan depend on a number of factors, including, but not limited to, the trading price, volume and availability of our common shares. There is no guarantee that such repurchases under the Plan will enhance the value of our common stock.

Cash Flows from Operating Activities

Cash flows provided by operations were $80.3 million for the six months ended June 30, 2025, primarily due to our net income of $28.5 million being adjusted for non-cash items of amortization of intangible assets of $28.3 million, stock-based compensation expense of $16.9 million, and $9.0 million in changes in operating assets and liabilities including payment during the period of employee bonuses earned in 2024.

Cash flows provided by operations were $90.7 million for the six months ended June 30, 2024, primarily due to our net income of $9.3 million being adjusted for non-cash items of amortization of intangible assets of $43.2 million, amortization of debt issuance costs of $1.6 million, stock-based compensation expense of $11.7 million, depreciation of property and equipment of $1.0 million and $24.5 million in changes in operating assets and liabilities including payment during the period of employee bonuses earned in 2023.

Cash Flows from Investing Activities

Net cash used in investing activities was $6.2 million for the six months ended June 30, 2025, primarily due to purchases of short-term investments in marketable securities of $13.0 million, purchases of intangible assets of $5.4 million, and proceeds from maturities of marketable securities of $12.6 million.

Net cash used in investing activities was $8.2 million for the six months ended June 30, 2024, primarily due to purchases of short-term investments of $18.7 million, purchases of property and equipment of $1.2 million, purchases of intangible assets of $8.5 million, and proceeds from maturities of investments of $20.2 million.

Capital Expenditures

35


 

Our capital expenditures for property and equipment consist primarily of leasehold improvements, purchases of computer hardware and software, information systems, and semiconductor production and test equipment. During the six months ended June 30, 2025 and 2024, we spent $0.4 million and $1.2 million on capital expenditures, respectively. Our capital expenditures for intangible assets consists primarily of acquired patents. During the six months ended June 30, 2025 and 2024, we spent $5.4 million and $8.5 million on purchases of intangible assets, respectively. There can be no assurance that current expectations will be realized, and plans are subject to change upon further review of our capital expenditure needs.

Cash Flows from Financing Activities

Net cash used in financing activities was $68.7 million for the six months ended June 30, 2025 due to $28.2 million in repayment of indebtedness, $10.9 million in dividends paid, $19.7 million in repurchases of common stock for tax withholdings on equity awards, and $11.3 million in repurchases of common stock.

Net cash used in financing activities was $70.5 million for the six months ended June 30, 2024 due to $52.1 million in repayment of indebtedness, $10.9 million in dividends paid, $9.1 million in repurchases of common stock for tax withholdings on equity awards, partially offset by $1.6 million in proceeds from purchases through our employee stock purchase program and exercise of stock options.

Long-term Debt

On June 8, 2021, we entered into Amendment No. 1 (“Amendment No. 1”) to that certain Credit Agreement dated June 1, 2020 by and among us, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “2020 Credit Agreement”). The 2020 Credit Agreement initially provided for a five-year senior secured term loan B facility in an aggregate principal amount of $1,050 million (the “2020 Term Loan B Facility”). Amendment No. 1 provided for, among other things, (i) a new tranche of term loans (the “2021 Refinanced Term Loan B”) in an aggregate principal amount of $810.0 million, (ii) a reduction of the interest rate margin applicable to such loans to (x) in the case of base rate loans, 2.50% per annum and (y) in the case of Eurodollar loans, LIBOR plus a margin of 3.50% per annum, (iii) a prepayment premium of 1.00% in connection with any repricing transaction with respect to the 2021 Refinanced Term Loan B within six months of the closing date of Amendment No. 1, (iv) an extension of the maturity to June 8, 2028, and (v) certain additional amendments, including amendments to provide us with additional flexibility under the covenant governing restricted payments.

On May 30, 2023, we entered into Amendment No. 2 (“Amendment No. 2”) to the 2020 Credit Agreement to replace the reference to LIBOR as the base rate with the reference to the Secured Overnight Financing Rate “SOFR” as administered by the Federal Reserve Bank of New York.

On May 20, 2024, we entered into Amendment No. 3 (“Amendment No. 3”) to the 2020 Credit Agreement, which provided for, among other things, (i) a repricing of the 2020 Term Loan B Facility through a refinancing of the entire amount of the 2021 Refinanced Term Loan B with a new tranche of term loans (the “2024 Term Loan B”) in an aggregate principal amount of $561.1 million, (ii) a reduction of the interest rate margin applicable to such loans to (x) in the case of SOFR loans, SOFR plus a margin of 3.00% per annum and (y) in the case of base rate loans, 2.00% per annum, (iii) a reduction in the excess cash flow mandatory payment thresholds and (iv) a prepayment premium of 1.00% in connection with any repricing transaction with respect to the 2024 Term Loan B within six months of the closing date of Amendment No. 3. The 2024 Term Loan B will mature on June 8, 2028, the same date upon which the 2021 Refinanced Term Loan B matured prior to giving effect to Amendment No. 3.

On January 30, 2025, the Company entered into Amendment No. 4 (“Amendment No. 4”) to the 2020 Credit Agreement, which provided for, among other things, (i) a repricing of the 2020 Term Loan B Facility through a refinancing of the entire amount of the 2024 Term Loan B (the “2025 Term Loan B”) in an aggregate principal amount of $487.1 million, (ii) a reduction of the interest rate margin applicable to such loans to (x) in the case of SOFR loans, 2.50% per annum and (y) in the case of base rate loans, 1.50% per annum and (iii) a prepayment premium of 1.00% in connection with any repricing transaction with respect to the 2025 Term Loan B within six months of the closing date of Amendment No. 4. The 2025 Term Loan B will mature on June 8, 2028, the same date upon which the 2024 Term Loan B matured prior to giving effect to Amendment No. 4.

36


 

As of June 30, 2025, $458.9 million was outstanding under the term loan B facility with an interest rate, including unamortized debt discount and issuance costs of $10.0 million. Interest is payable monthly. Under the existing loan agreement, we have future minimum principal payments for our debt of $12.2 million in the remainder of 2025, $24.4 million each year from 2026 through 2027, with the remaining principal balance of $398.0 million due in 2028. The 2020 Credit Agreement, as amended, also requires that we continue to make cash payments on an annual basis based on certain leverage ratios and excess cash flow generated for the immediately preceding fiscal year. The cash payments are applied to the remaining principal balance due at final maturity. Based on certain leverage ratios and the voluntary prepayments we made during the year ended December 31, 2024, no excess cash flow payment is required in 2025. The term loan B facility contains customary covenants, and as of June 30, 2025, we were in full compliance with such covenants.

Critical Accounting Policies and Estimates

During the six months ended June 30, 2025, there were no significant changes in our critical accounting policies and estimates. See “Note 2 – Summary of Significant Accounting Policies” of Notes to Condensed Consolidated Financial Statements for additional detail. For a discussion of our critical accounting policies and estimates, see Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K.

Recent Accounting Pronouncements

See “Note 2 – Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements for a full description of recent accounting pronouncements including the respective expected dates of adoption.

37


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a discussion of our market risk, see Part II, Item 7A – Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K.

Item 4. Controls and Procedures

Attached as exhibits to this Form 10-Q are certifications of Adeia Inc.’s Chief Executive Officer and Chief Financial Officer, which are required in accordance with Rule 13a-14 of the Exchange Act. This “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Evaluation of Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the evaluation date). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the evaluation date that our disclosure controls and procedures were effective to provide reasonable assurance that the information relating to Adeia Inc., including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to Adeia Inc.’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, during the last fiscal quarter covered by this Quarterly Report on Form 10-Q that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

38


 

PART II - OTHER INFORMATION

In the normal course of our business, we are involved in legal proceedings. In the past, we have litigated to enforce our patents, to enforce the terms of license agreements, and to defend our patents against claims of invalidity. We expect to continue to be involved in similar legal proceedings in the future, including proceedings regarding infringement of our patents and proceedings to ensure proper and full payment of royalties by licensees under the terms of our license agreements.

We cannot predict the outcome of any of the proceedings described below, other than to the extent such proceedings have concluded. An adverse decision in any of these proceedings could significantly harm our business and our consolidated financial position, results of operations, and cash flows.

Patent Infringement Litigation

In the ordinary course of our IP licensing business, we engage in litigation to protect our IP from infringement. While litigation is never our preference, and we prefer to reach mutually agreeable commercial licensing arrangements with third parties, it is sometimes a necessary step to effectively protect our investment in our IP. As a result of these lawsuits, defendants have often filed Inter Partes Review (“IPR”) petitions with the U.S. Patent Office’s Patent Trial and Appeal Board (and other similar post-grant proceedings outside of the U.S.) seeking to invalidate one or more of our patents. We are currently engaged in multiple lawsuits with several third parties.

Videotron Patent Infringement Litigation

On May 21, 2021, Adeia Guides Inc. (formerly known as Rovi Guides, Inc.) (“Adeia Guides”) filed a patent infringement complaint against Videotron Ltd. (“Videotron”) in Toronto, Canada, alleging infringement of four patents (the “Videotron Litigation”). On July 21, 2021, the Federal Court of Canada held a case management conference in the Videotron Litigation, shortly before which Videotron filed a motion to strike various portions of the statement of claim. On March 22, 2022, the Court issued an order on Videotron’s motion to strike, dismissing the motion in its entirety. On April 1, 2022, Videotron filed an appeal of the Court’s order dismissing Videotron’s motion to strike. On June 30, 2022, the Court of Appeal issued its decision in Videotron’s appeal in which it ruled in Adeia Guides’s favor and dismissed Videotron’s appeal. The trial commenced on February 3, 2025. Closing arguments were held April 15-17, 2025. There is no set deadline for the Federal Court of Canada to issue a decision.

Bell Patent Infringement Litigation

On July 27, 2021, Adeia Guides and Adeia Media Holdings LLC (formerly known as TiVo LLC) (together, “Adeia Media”) filed a patent infringement complaint against Bell Canada and four of its affiliates, Telefonaktiebolaget L M Ericsson, Ericsson Canada Inc., and MK Systems USA Inc. and MK Mediatech Canada Inc. (collectively, “Defendants”) in Toronto, Canada, alleging infringement of four patents (the “Bell Litigation”). The Defendants filed a motion to strike various portions of the statement of claim in the Bell Litigation. On March 22, 2022, the Court issued an order on Defendants’ motion to strike, dismissing-in-part and granting-in-part. On April 1, 2022, the Defendants filed a Notice of Motion to Appeal the Court’s order on Defendants’ motion to strike. On June 30, 2022, the Court of Appeal issued its decision in Defendants' appeal in which it ruled in Adeia Media's favor and dismissed Defendants’ appeal. On September 30, 2022, Defendants filed a motion for bifurcation, asking the Federal Court of Canada to bifurcate the case into two phases: a first phase related to liability and injunction and second phase addressing damages if liability is found. The Court held a hearing on the motion for bifurcation on December 12, 2022. On February 15, 2023, the Court issued an order granting the motion for bifurcation in which the Court bifurcated the liability and injunction phase from the damages quantification phase of the case. The trial commenced on April 28, 2025. Closing arguments were held June 2-4, 2025. There is no set deadline for the Federal Court of Canada to issue a decision.

Shaw Breach of Contract Litigation

On October 2, 2023, Adeia Guides Inc., Adeia Media Solutions Inc., and Adeia Media Holdings LLC (collectively, “Adeia Media Companies”) filed a complaint against Shaw Cablesystems G.P. and Shaw Satellite G.P. (together, “Shaw”) in the United States District Court for the Southern District of New York, alleging breach of contract by Shaw for failure to pay royalties owed to Adeia Media Companies under the license agreement between the parties. On October 8, 2024, Shaw filed a motion to dismiss the complaint. The Court has yet to rule on Shaw’s motion to dismiss. The trial date has not been set.

39


 

Disney Patent Infringement Litigation

On November 7, 2024, Adeia Technologies Inc., (“Adeia Technologies”) and Adeia Media filed a complaint against The Walt Disney Company, Disney Media and Entertainment Distribution LLC, Disney DTC LLC, Disney Streaming Services LLC, Disney Entertainment & Sports LLC, Disney Platform Distribution, Inc., BAMTech, LLC, Hulu, LLC, and ESPN, Inc. (collectively, “Disney U.S. Defendants”) in the United States District Court for the District of Delaware, alleging infringement of six patents. On January 16, 2025, Disney U.S. Defendants filed a motion to dismiss two of the six asserted patents as invalid under 35 U.S.C. §101. Adeia Technologies and Adeia Media’s opposition to the motion to dismiss was filed on February 13, 2025. Disney U.S. Defendants’ reply was filed February 27, 2025. The Court has yet to rule on Disney U.S. Defendants’ motion to dismiss. Trial has been set for June 7-11, 2027.

On November 7, 2024, Adeia Solutions LLC (“Adeia Solutions”) filed a complaint against The Walt Disney Company Benelux (BV), Disney Interactive Studios, Inc., and The Walt Disney Company Limited (collectively, “Disney Europe Defendants”) in the Regional Court of Munich, Germany, alleging infringement of one patent. Disney Europe Defendants filed their response to the complaint on June 30, 2025. Adeia Solutions’ reply to Disney Europe Defendants’ response to the complaint is due September 30, 2025. The oral hearing on the merits is set for February 25, 2026.

On November 7, 2024, Adeia Guides filed a complaint against the Disney Europe Defendants in the Unified Patent Court (“UPC”) Munich Local Division, Germany, alleging infringement of one patent. Disney Europe Defendants filed their Statement of Defence and Counterclaim for Revocation on March 10, 2025. Adeia Guides filed its reply to Disney Europe Defendants’ Statement of Defence and Counterclaim for Revocation on May 12, 2025. Oral hearing on the merits is set for January 15, 2026.

On November 7, 2024, Adeia Guides filed a complaint against Disney Europe Defendants in the UPC The Hague Local Division, The Netherlands, alleging infringement of one patent. Disney Europe Defendants filed their Statement of Defence and Counterclaim for Revocation on March 5, 2025. Adeia Guides filed its reply to the Disney Europe Defendants’ Statement of Defence and Counterclaim for Revocation on May 21, 2025. Oral hearing on the merits has not been set yet.

On November 11, 2024, Adeia Guides filed a complaint against The Walt Disney Company (Brasil) LTDA (“Disney Brazil”) in Rio de Janeiro State Court, Brazil, alleging infringement of four patents (the “Brazil Asserted Patents”). Disney Brazil’s answer to the complaint was filed on January 27, 2025. Adeia Guides filed its rebuttal to Disney Brazil’s answer to the complaint on May 15, 2025.

On January 27, 2025, Disney Brazil filed a patent invalidity lawsuit against Adeia Inc. and Adeia Guides Inc. (collectively.
“Adeia Brazil Invalidity Defendants”) at the Brazilian Patent and Trademark Office in Rio de Janeiro Federal Court, Brazil, alleging the Brazil Asserted Patents are invalid. Adeia Brazil Invalidity Defendants’ response to Disney Brazil’s invalidity complaint is due September 5, 2025.

Altice Declaratory Judgment of Noninfringement Litigation

On June 27, 2025, Altice USA, Inc., Cequel Communications, LLC and CSC Holdings, LLC (collectively, “Altice”) filed a complaint against Adeia Inc, Adeia Guides Inc., Adeia Media Holdings LLC, Adeia Technologies Inc. and Adeia Media Solutions Inc. (collectively, “Adeia Group”) in the United States District Court for the Southern District of New York seeking a declaratory judgment of noninfringement of ten of our patents. The date for Adeia Group to respond to Altice’s complaint and the trial date have not been set yet.

40


 

Item 1A. Risk Factors

There were no material changes to the risk factors previously disclosed in Part 1, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated by reference herein.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three and six months ended June 30, 2025, there were no Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements adopted, modified or terminated by any director or officer of the Company.

41


 

Item 6. Exhibits

 

Exhibit

Number

 

Exhibit Title

 

 

 

10.1*

 

Joinder Agreement, dated as of July 24, 2025, between Adeia Semiconductor, Inc. and Bank of America, N.A., as collateral agent

 

 

 

10.2

 

Guaranty Supplement, dated as of July 24, 2025, executed by Adeia Semiconductor, Inc.

 

 

 

31.1

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

 

 

 

31.2

 

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

 

 

 

32.1

 

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

 

 

 

 

*

 

Schedules to this agreement have been omitted from the filing in reliance on Item 601(a)(5) of Regulation S-K promulgated by the SEC. Copies of any such schedules will be furnished supplementally to the SEC upon its request.

 

42


 

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 thereunto duly authorized.

Dated: August 7, 2025

 

ADEIA INC.

 

 

By:

 

/s/ Keith A. Jones

 

 

Keith A. Jones

Chief Financial Officer

 

43


FAQ

How did LAND's revenue perform in Q2 2025?

Lease revenue dropped 42% to $12.3 million due to recent property sales and held-for-sale assets.

What was Gladstone Land’s earnings per share?

Net loss attributable to common shareholders was -$0.38 per share for the quarter.

How much debt did Gladstone Land repay?

Total borrowings declined to $496.4 million, a $28.1 million reduction since year-end.

Why did cash increase this quarter?

Proceeds from selling seven farms added cash, lifting the balance to $30.5 million.

What gains were recognized from property sales?

YTD gains totaled $13.3 million—$14.1 million from Florida and $1.6 million from Nebraska farms.

What is the status of dividends?

Preferred dividends absorbed $6.0 million this quarter; common distributions exceeded operating cash flow.
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