[10-Q] indie Semiconductor, Inc. Quarterly Earnings Report
indie Semiconductor (INDI) reported Q3 2025 results with total revenue of $53.7 million, essentially flat year over year. The company posted an operating loss of $38.3 million and a net loss attributable to INDI of $38.3 million, or $0.19 per share, improving from a $0.28 loss per share a year ago as operating expenses declined.
Research and development dropped to $38.0 million from $46.0 million, and restructuring costs were $1.0 million in the quarter ($8.1 million year to date) as INDI executes its 2025 plan to streamline operations. Cash and cash equivalents were $160.9 million, with long‑term debt of $339.1 million. For the first nine months, operating cash outflow was $42.8 million.
INDI closed the acquisition of emotion3D on September 26, 2025, for $17.7 million in cash (including debt paid and net of cash acquired), plus preliminary contingent consideration valued at $7.3 million tied to revenue milestones through February 28, 2027, and $3.0 million of holdbacks. The company’s at‑the‑market program remains in place with approximately $59.8 million of capacity; there was no ATM activity in Q3 2025.
- None.
- None.
Insights
Flat revenue, narrower loss, ongoing cash burn; neutral overall.
Revenue was stable at
Liquidity shows
The emotion3D acquisition adds in‑cabin sensing software capabilities for ADAS with
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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 Act). Yes ☐ No
The number of shares outstanding of the registrant’s Class A and Class V common stock as of November 3, 2025 was
Table of Contents
INDIE SEMICONDUCTOR, INC.
FORM 10-Q FOR THE QUARTER ENDED September 30, 2025
Table of Contents
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Part I. Financial Information |
3 |
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Item 1. |
Condensed Consolidated Financial Statements as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and 2024 (Unaudited) |
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Condensed Consolidated Balance Sheets |
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Condensed Consolidated Statements of Operations |
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Condensed Consolidated Statements of Comprehensive Loss |
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Condensed Consolidated Statements of Changes in Stockholders’ Equity and Noncontrolling Interest |
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Condensed Consolidated Statements of Cash Flows |
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Notes to Unaudited Condensed Consolidated Financial Statements |
12 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
35 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
45 |
Item 4. |
Controls and Procedures |
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Part II. Other Information |
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Item 1. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
47 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
48 |
Item 3. |
Defaults upon Senior Securities |
48 |
Item 4. |
Mine Safety Disclosures |
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Item 5. |
Other Information |
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Item 6. |
Exhibits |
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Signature |
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1
Table of Contents
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” (within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements include, but are not limited to, statements regarding the Company’s future business and financial performance and prospects, the pending divestiture of Wuxi indie Microelectronics (“Wuxi”), and other statements identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of the Company’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the anticipated results or other expectations expressed in or implied by such forward-looking statements as a result of various factors, including, among others, the following: macroeconomic conditions, including inflation, rising interest rates and volatility in the credit and financial markets; uncertainty related to the impacts of the recently adopted tariffs and ongoing negotiations, including on inventory, supply chain, cost of our products and consumer demand; the Company’s reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity; the Company's ability to realize the anticipated cost savings from its restructuring initiatives; competitive products and pricing pressures; the Company’s ability to win competitive bid selection processes and achieve additional design wins; the impact of the Wuxi Divestiture and any adverse effects of such pending sale on our business, financial condition, operating results and stock price; the impact of any acquisitions the Company has made or may make, including its ability to successfully integrate acquired businesses and risks that the anticipated benefits of any acquisitions may not be fully realized or take longer to realize than expected; management’s ability to develop, market and gain acceptance for new and enhanced products and expand into new technologies and markets; current and potential trade restrictions and trade tensions, including the recent trade and tariff actions taken or proposed by the U.S. government affecting the countries where we operate; armed conflict and political or economic instability in the Company’s target markets and additional factors disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 3, 2025 and Quarterly Reports on Form 10-Q (including those identified under “Risk Factors” therein), as such risk factors may be amended, supplemented or superseded from time to time in the Company’s other public reports filed with the SEC. indie cautions that the foregoing list of factors is not exclusive.
All information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements made in this report or in its other public filings, whether as a result of new information, future events or otherwise, except as required by law.
References in this Quarterly Report to “indie,” the “Company,” “we,” “us,” and “our” refer to indie Semiconductor, Inc., a Delaware corporation, and its consolidated subsidiaries, or (in the case of references prior to the consummation of the business combination (the “Transaction”) with Thunder Bridge Acquisition II, Ltd. (“TB2”) in June 2021) to our predecessor Ay Dee Kay, LLC, a California limited liability company (“ADK LLC”). All references to U.S. dollar amounts are in thousands, other than share amounts, per share amount or the context otherwise requires.
2
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDIE SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share, par value and per share amounts)
(Unaudited)
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September 30, |
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December 31, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable, net of allowance for doubtful accounts of $ |
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Inventory |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Operating lease right-of-use assets |
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Other assets and deposits |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders' equity |
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Accounts payable |
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$ |
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$ |
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Accrued payroll liabilities |
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Contingent considerations |
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Accrued expenses and other current liabilities |
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Intangible asset contract liability |
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Current debt obligations |
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Total current liabilities |
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Long-term debt, net of current portion |
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Intangible asset contract liability, net of current portion |
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Deferred tax liabilities, non-current |
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Operating lease liability, non-current |
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Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 17) |
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Stockholders' equity |
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Preferred stock, $ |
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Class A common stock, $ |
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Class V common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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indie's stockholders' equity |
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Noncontrolling interest |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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See accompanying notes to the condensed consolidated financial statements.
3
Table of Contents
INDIE SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share amounts)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenue: |
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Product revenue |
$ |
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$ |
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$ |
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$ |
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Contract revenue |
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Total revenue |
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Operating expenses: |
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Cost of goods sold |
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Research and development |
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Selling, general, and administrative |
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Restructuring costs |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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( |
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Other income (expense), net: |
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Interest income |
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Interest expense |
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( |
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( |
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( |
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( |
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Gain (loss) from change in fair value of contingent considerations and acquisition-related holdbacks |
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( |
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Gain from extinguishment of debt |
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Other income (expense) |
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Total other income (expense), net |
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Net loss before income taxes |
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( |
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( |
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( |
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( |
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Income tax benefit (provision) |
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( |
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Net loss |
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( |
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( |
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( |
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( |
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Less: Net loss attributable to noncontrolling interest |
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( |
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( |
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( |
) |
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( |
) |
Net loss attributable to indie Semiconductor, Inc. |
$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Net loss attributable to common shares — basic |
$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Net loss attributable to common shares — diluted |
$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Net loss per share attributable to common shares — basic |
$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss per share attributable to common shares — diluted |
$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Weighted average common shares outstanding — basic |
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Weighted average common shares outstanding — diluted |
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See accompanying notes to the condensed consolidated financial statements.
4
Table of Contents
INDIE SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Amounts in thousands)
(Unaudited)
|
Three Months Ended |
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Nine Months Ended |
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2025 |
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2024 |
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2025 |
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2024 |
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Net loss |
$ |
( |
) |
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$ |
( |
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$ |
( |
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$ |
( |
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Other comprehensive loss: |
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Foreign currency translation adjustments |
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( |
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( |
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Comprehensive loss |
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( |
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( |
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( |
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( |
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Less: Comprehensive loss attributable to noncontrolling interest |
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( |
) |
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( |
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( |
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( |
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Comprehensive loss attributable to indie Semiconductor, Inc. |
$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
See accompanying notes to the condensed consolidated financial statements.
5
Table of Contents
INDIE SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTEREST
(Amounts in thousands, except unit and share amounts)
(Unaudited)
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Common Stock |
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Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Total |
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Noncontrolling |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Inc. |
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Interest |
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Equity |
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Balance as of December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
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$ |
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Vesting of equity awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance per net settlement of equity awards and cash exercise of stock options |
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— |
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— |
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— |
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— |
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— |
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Issuance per Exchange of Class V to Class A |
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— |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance per Exchange of ADK LLC units to Class A |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Share-based compensation, including amounts associated with the EEPP |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance per settlement of contingent considerations |
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— |
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— |
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— |
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— |
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— |
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Shares issued for Investment in Expedera |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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( |
) |
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( |
) |
Foreign currency translation adjustment |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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( |
) |
|
Balance as of March 31, 2024 |
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$ |
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$ |
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$ |
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|
$ |
( |
) |
|
$ |
( |
) |
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$ |
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$ |
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$ |
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Vesting of equity awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance per net settlement of equity awards and cash exercise of stock options |
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— |
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— |
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— |
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— |
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|
|||||
Issuance per Exchange of Class V to Class A |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Issuance in connection with At-The-Market equity offering |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Issuance per settlement of contingent considerations |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance as of June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Vesting of equity awards |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance per net settlement of equity awards and cash exercise of stock options |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|||
6
Table of Contents
Issuance per Exchange of ADK LLC units to Class A |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Share-based compensation, including restructuring costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Issuance in connection with At-The-Market equity offering |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Issuance per settlement of contingent considerations and acquisition-related holdbacks |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance as of September 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
7
Table of Contents
INDIE SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTEREST
(Amounts in thousands, except unit and share amounts)
(Unaudited)
|
|
Common Stock |
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated |
|
|
Total |
|
|
Noncontrolling |
|
|
Total |
|
||||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Loss |
|
|
Inc. |
|
|
Interest |
|
|
Equity |
|
||||||||||
Balance as of December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Issuance per net settlement of equity awards and cash exercise of stock options |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Issuance per Exchange of Class V to Class A |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Issuance per Exchange of ADK LLC units to Class A |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Share-based compensation, including amounts associated with the EEPP |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Issuance per settlement of contingent considerations |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance as of March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
||||
Issuance on earn-out awards |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Share-based compensation, including amounts associated with the EEPP |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance as of June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Issuance per net settlement of equity awards and cash exercise of stock options |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Issuance per Exchange of Class V to Class A |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Share-based compensation, including restructuring costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance as of September 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
8
Table of Contents
See accompanying notes to the condensed consolidated financial statements.
9
Table of Contents
INDIE SEMICONDUCTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
|
|
Nine Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Amortization of inventory step-up |
|
|
|
|
|
|
||
Allowance for credit losses and inventory reserves |
|
|
|
|
|
|
||
Share-based compensation, including restructuring costs |
|
|
|
|
|
|
||
Amortization of discount and cost of issuance of debt |
|
|
|
|
|
|
||
Asset impairment in relation to restructuring |
|
|
|
|
|
|
||
Gain from change in fair value of contingent considerations and acquisition-related holdbacks |
|
|
( |
) |
|
|
( |
) |
Loss (Gain) from change in fair value of currency forward contract |
|
|
( |
) |
|
|
|
|
Gain from extinguishment of debt |
|
|
( |
) |
|
|
|
|
Amortization of right-of-use assets |
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
|
||
Inventory |
|
|
|
|
|
( |
) |
|
Accounts payable |
|
|
( |
) |
|
|
|
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
( |
) |
Accrued payroll liabilities |
|
|
|
|
|
|
||
Prepaid, other current and noncurrent assets |
|
|
( |
) |
|
|
( |
) |
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Other long-term liabilities |
|
|
|
|
|
( |
) |
|
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Payments for acquired software license |
|
|
|
|
|
( |
) |
|
Business combinations, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from issuance of common stock/At-The-Market offering |
|
|
|
|
|
|
||
Proceeds from issuance of debt obligations |
|
|
|
|
|
|
||
Issuance costs on line of credit |
|
|
( |
) |
|
|
( |
) |
Payments on debt obligations |
|
|
( |
) |
|
|
( |
) |
Repurchase of debt obligations |
|
|
( |
) |
|
|
|
|
Payments on financed software |
|
|
( |
) |
|
|
( |
) |
Deferred payments on business combination |
|
|
( |
) |
|
|
( |
) |
Proceeds from exercise of stock options |
|
|
|
|
|
|
||
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Reconciliation of amounts on condensed consolidated balance sheet: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
10
Table of Contents
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosure of non-cash investing and financing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment, accrued but not paid |
|
$ |
|
|
$ |
|
||
Fair value of common stock issued to satisfy contingent considerations and acquisition-related holdbacks |
|
$ |
|
|
$ |
|
||
Contingent consideration for business combination |
|
$ |
|
|
$ |
|
||
Accrual for purchase consideration for business combination |
|
$ |
|
|
$ |
|
||
Fair value of common stock issued for investment in Expedera |
|
$ |
|
|
$ |
|
||
See accompanying notes to the condensed consolidated financial statements.
11
Table of Contents
INDIE SEMICONDUCTOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except unit and share amounts and per unit and per share amounts)
(Unaudited)
indie Semiconductor, Inc. (“indie”) and its predecessor for accounting purposes, Ay Dee Kay, LLC, a California limited liability company (“ADK LLC”) and its subsidiaries are collectively referred to herein as the “Company.” The Company offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), autonomous vehicle, connected car, user experience and electrification applications. The Company focuses on edge sensors across multiple modalities spanning LiDAR, radar, ultrasound and computer vision. These functions represent the core underpinnings of both electric and autonomous vehicles, while the advanced user interfaces are transforming the in-cabin experience to mirror and seamlessly connect to the mobile platforms people rely on every day. indie is an approved vendor to Tier 1 automotive suppliers and its platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has design centers and sales offices in Austin, Texas; Detroit, Michigan; San Jose, California; Cordoba, Argentina; Budapest, Hungary; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan and several locations throughout China. The Company engages subcontractors to manufacture its products. The majority of these subcontractors are located in Asia.
Execution of At-The-Market Agreement
On August 26, 2022, the Company entered into an At Market Issuance Agreement (“ATM Agreement”) with B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (collectively as “Sales Agents”) relating to shares of its Class A common stock, par value $
Recent Acquisition
On September 26, 2025 (the “Deal Closing Date”), Ay Dee Kay Ltd. completed its acquisition of emotion3D GmbH (“emotion3D”). The acquisition was consummated pursuant to a Share Purchase Agreement (the “SPA”) whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The aggregate consideration for the emotion3D acquisition consisted of (i) $
12
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adjustments as provided in the Share Purchase Agreement.
See Note 2 — Business Combinations for a full description of all of the recent acquisitions.
Risks and Uncertainties
The Company is impacted by macroeconomic conditions including continued inflation, rising prices or rising interest rates, geopolitical tensions, the risk of recession, and the effect of trade policies, which have a combined effect on overall economic activity and consumer demand for automotive products that has resulted in lower production levels for the Company’s products. Tariffs against semiconductor producing countries such as Taiwan, and retaliatory tariffs by countries such as China, could cause a decrease in the sales of the Company’s products to customers, other customers selling to end users, or other global customers, which could materially and adversely affect the Company’s business, financial condition and results of operation.
The ultimate impact of any tariffs will depend on various factors, including the outcome of ongoing tariff negotiations, the timing of implementation, and the amount, scope and nature of the tariffs.
Additionally, the conflict in the Middle East and the implication of this event has created global political and economic uncertainty. The Company is closely monitoring developments, including potential impact to the Company’s business, customers, suppliers, its employees and operations in Israel, the Middle East and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation.
Refer to Part I, Item 1A of our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under the heading “Risk Factors” for more information on our risks and uncertainties.
Basis of Presentation
The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and the Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the condensed consolidated accounts of the Company’s majority-owned subsidiary, ADK LLC, of which approximately
All significant intercompany accounts and transactions of the Company's subsidiaries have been eliminated in consolidation. The noncontrolling interest attributable to the Company’s less-than-wholly-owned subsidiary is presented as a separate component from stockholders’ equity (deficit) in the condensed consolidated balance sheets, and a noncontrolling interest in the condensed consolidated statements of operations and condensed consolidated statements of stockholders’ equity (deficit) and noncontrolling interest.
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Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. Certain information and footnote disclosures, normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to those rules and regulations. However, in management’s opinion, the financial information reflects all adjustments, including those of a normal recurring nature, necessary to present fairly the results of operations, financial position, and cash flows of the Company for the periods presented. The results of operations, financial position, and cash flows for the Company during the interim periods are not necessarily indicative of those expected for the full year. This information should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 3, 2025.
Significant Accounting Policies
The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024. There has been no material change to the Company’s significant accounting policies during the nine months ended September 30, 2025.
Recent Accounting Pronouncements
Recently Issued Not Yet Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collection are evaluated. ASU 2025-05 is effective for the Company beginning in the fiscal year ending February 28, 2027. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the condensed consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income - Expenses Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which provides guidance to enhance disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. The standard also requires amounts that are already required to be disclosed under U.S. GAAP in the same disclosure as the other disaggregation requirements, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. The amendments in this standard are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply the guidance either on a retrospective or prospective basis, and early adoption is permitted. The standard will become effective for indie for its fiscal year 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. The Company plans to adopt the standard when it becomes effective beginning in its fiscal year 2027 annual financial statements and is currently evaluating the impact this guidance will have on its condensed consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures, to require enhanced income tax disclosures to provide information to assess how an entity’s operations and related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update provide that a business entity disclose (1) a tabular income tax rate reconciliation, using both percentages and amounts, (2) separate disclosure of any individual reconciling items that are equal to or greater than 5% of the amount computed by multiplying the income (loss) from continuing operations before income taxes by the applicable statutory income tax rate, and disaggregation of certain items that
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are significant and (3) the amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions, including separate disclosure of any individual jurisdictions greater than 5% of total income taxes paid. These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted. The Company intends to adopt the amendments in this update prospectively in 2025. The impact of the adoption of the amendments in this update is not expected to be material to the Company’s condensed consolidated financial position and results of operations since the amendments require only enhancement of existing income tax disclosures in the notes to the Company’s condensed consolidated financial statements.
2. Business Combinations
The Company acquired emotion3D in September 2025. This acquisition was recorded by allocating the purchase consideration to the net assets acquired based on their estimated fair values at the acquisition date. The excess of the purchase consideration for the acquisition over the fair value of the net assets acquired is recorded as goodwill.
|
|
emotion3D GmbH |
|
|
Purchase price — cash consideration paid |
|
$ |
|
|
Purchase price — cash consideration accrued |
|
|
|
|
Debt paid at closing |
|
|
|
|
Less: cash acquired |
|
|
( |
) |
Net cash consideration |
|
$ |
|
|
Contingent consideration |
|
|
|
|
Net consideration |
|
$ |
|
|
|
|
|
|
|
Estimated fair value of net assets and liabilities assumed: |
|
|
|
|
Current assets other than cash |
|
$ |
|
|
Property and equipment |
|
|
|
|
Developed technology |
|
|
|
|
In-process research & development |
|
|
|
|
Customer relationships |
|
|
|
|
Backlog |
|
|
|
|
Trade name |
|
|
|
|
Other non-current assets |
|
|
|
|
Current liabilities |
|
|
( |
) |
Deferred tax liabilities, non-current |
|
|
( |
) |
Total fair value of net assets acquired |
|
$ |
|
|
Goodwill |
|
$ |
|
|
For this acquisition, trade receivables and payables, as well as other current and non-current assets and current liabilities, were valued at the existing carrying value as they represented the fair value of those items at the acquisition date, based on management’s judgments and estimates.
The Company’s fair value estimates for the purchase price allocation are preliminary and may change during the allowable measurement period. Because the acquisitions related to emotion3D occurred relatively recently, there is significant information to be obtained and analyzed and emotion3D resides in a foreign jurisdiction, the Company’s fair value estimates for the purchase price allocation are preliminary and may change during the allowed measurement period, until the Company obtains and analyzes the information that existed as of the date of the acquisition necessary to determine the fair values of the assets acquired and liabilities assumed that existed on the date of acquisition, but in no case to exceed more than one year from the date of the acquisition. Changes in the estimated fair values of the net assets recorded for the business combination of emotion3D upon the finalization of more detailed analyses of the facts and circumstances that existed at the date of the transaction will change the allocation of the purchase price. Subsequent changes to the purchase allocation during the measurement period that are material will be recorded in the reporting period in which the adjustment amounts are determined. As of November 7, 2025, the Company had not finalized the determination
15
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of fair values allocated to various assets and liabilities, including, but not limited to, property, plant and equipment, identifiable intangible assets, deferred taxes, goodwill, tax uncertainties, contingent considerations and other liabilities. Specifically for the valuation of intangible assets acquired, the Company used publicly available benchmarking information, as well as a variety of other assumptions, including market participant assumptions, to determine the preliminary values. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in material adjustments to goodwill and/or deferred taxes.
Acquisition of emotion3D
On September 26, 2025 (the “Deal Closing Date”), Ay Dee Kay Ltd. completed its acquisition of emotion3D. The acquisition was consummated pursuant to the SPA whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The aggregate consideration for the emotion3D acquisition consisted of (i) $
The Company paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired. This acquisition brings the Company an engineering development team with broad experience in development of advanced perception algorithms and software for in-cabin sensing, ADAS and automated driving. The goodwill is expected to be deductible for tax purposes.
indie incurred various acquisition-related costs, which were primarily legal expense, and recorded these as part of the Selling, General and Administrative expenses. Total costs incurred are $
The Company maintains certain holdbacks for a total of $
Total purchase consideration transferred at the Deal Closing Date also included contingent considerations that had a total preliminary fair value of $
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preliminary fair value of the Third Earnout has been considered as part of the First Earnout. The First Earnout is reflected in Contingent considerations and the Second Earnout is reflected in Other long-term liabilities in the condensed consolidated balance sheet as of September 30, 2025.
Pro forma financial information for emotion3D is not disclosed as the results are not material to the Company’s condensed consolidated financial statements.
3. 2025 Restructuring Costs
On May 12, 2025, the Company initiated a restructuring plan designed to improve operational efficiencies, reduce operating costs, better align the Company's workforce with top strategic priorities and key growth opportunities, and exit over time some of the Company's lower margin products outside of the ADAS application (the "2025 Restructuring Plan"). The 2025 Restructuring Plan includes, but is not limited to, consolidation of facilities, reduction of workforce in various geographic locations, impairment of certain intangible assets related to intellectual property licenses and early termination of certain contractual obligations.
The 2025 Restructuring Plan is deemed to be fundamentally different from the Company's ongoing productivity action due to its size, nature and frequency. As a result, all pre-tax charges related to such initiatives are separately reflected in Restructuring costs in the condensed consolidated statement of operations for the three and nine months ended September 30, 2025. Liabilities associated with the 2025 Restructuring Plan are included in Accrued payroll liabilities and Accrued expenses and other current liabilities in the condensed consolidated balance sheet for personnel and non-personnel related charges, respectively. During the three and nine months ended September 30, 2025, the Company recorded total restructuring charges of $
|
|
Personnel Cost |
|
|
Long-Lived Asset Impairment |
|
|
Other Exit Costs |
|
|
Total |
|
||||
Balance as of December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Provision for net charges incurred |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash payments |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Non-cash reductions |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Balance as of June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for net charges incurred |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash payments |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Non-cash reductions |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balance as of September 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Inventory consists of the following:
|
|
September 30, |
|
|
December 31, |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Inventory |
|
$ |
|
|
$ |
|
||
17
Table of Contents
During the three and nine months ended September 30, 2025, the Company recognized write-downs in the value of inventory of $
Property and equipment, net consists of the following:
|
|
Useful life |
|
September 30, |
|
|
December 31, |
|
||
Production tooling |
|
|
$ |
|
|
$ |
|
|||
Lab equipment |
|
|
|
|
|
|
|
|||
Office equipment |
|
|
|
|
|
|
|
|||
Leasehold improvements |
|
* |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
|
|
||
Property and equipment, gross |
|
|
|
|
|
|
|
|
||
Less: Accumulated depreciation |
|
|
|
|
|
|
|
|
||
Property and equipment, net |
|
|
|
$ |
|
|
$ |
|
||
* Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement.
The Company recognized depreciation expense of $
Fixed assets not yet in service, or construction in progress, consist primarily of capitalized internal-use software and certain tooling and other equipment that are not yet ready to be placed into service.
Intangible assets, net consist of the following:
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||||||||||||||||||
|
|
Weighted |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Weighted |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||||||
Developed technology |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Software licenses |
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
||||||
Customer relationships |
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
||||||
Intellectual property licenses |
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
||||||
Trade names |
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
||||||
Backlog |
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
||||||
Effect of exchange rate on gross carrying amount |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
( |
) |
|
|
|
|
$ |
( |
) |
||||||
Intangible assets with finite lives |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
IPR&D |
|
|
|
|
|
|
|
|
— |
|
|
$ |
|
|
|
|
|
|
|
|
|
— |
|
|
$ |
|
||||||
Effect of exchange rate on gross carrying amount |
|
|
|
|
|
|
|
|
— |
|
|
$ |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
$ |
( |
) |
||||
Total intangible assets with indefinite lives |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||
Total intangible assets |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Intangible assets with finite lives are amortized on a straight-line basis over the expected period to be benefited by future cash flows.
In fiscal 2025, the Company acquired developed technology, customer relationships, trade names, backlog and In-Process Research & Development as a result of a business combination. See Note 2 — Business Combinations for additional information.
18
Table of Contents
The Company monitors and assesses the above intangible assets for impairment on a periodic basis. For the three months ended September 30, 2025, the Company determined there was
Amortization of intangible assets for the three months ended September 30, 2025 and 2024 was $
Based on the amount of definite-lived intangible assets subject to amortization as of September 30, 2025, amortization expense for each of the next five fiscal years is expected to be as follows:
2025 (remaining 3 months) |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
The following table sets forth the carrying amount and activity of goodwill as of September 30, 2025:
|
|
Amount |
|
|
Balance as of the beginning of the period |
|
$ |
|
|
Acquisitions (Note 2) |
|
|
|
|
Effect of exchange rate on goodwill |
|
|
|
|
Balance as of the end of the period |
|
$ |
|
|
During the nine months ended September 30, 2025, the change in goodwill was primarily related to a $
The Company tests its goodwill for impairment annually as of the first day of its fourth fiscal quarter and in interim periods if certain events occur indicating the carrying value of goodwill may be impaired. There were
19
Table of Contents
The following table sets forth the components of debt as of September 30, 2025 and December 31, 2024:
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||||||||||
|
|
Principal |
|
|
Unamortized |
|
|
Carrying |
|
|
Principal |
|
|
Unamortized |
|
|
Carrying |
|
||||||
2027 Notes |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
2029 Notes |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
CIBC loan, due 2026 |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total term loans |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Revolving line of credit and other |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Total debt |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
The outstanding debt as of September 30, 2025 and December 31, 2024 is classified in the condensed consolidated balance sheets as follows:
|
|
September 30, |
|
|
December 31, |
|
||
Current liabilities - Current debt obligations |
|
$ |
|
|
$ |
|
||
Noncurrent liabilities - Long-term debt, net of current maturities |
|
|
|
|
|
|
||
Total debt |
|
$ |
|
|
$ |
|
||
2029 Notes
On December 6, 2024, indie completed a private offering of
On December 3, 2024, in connection with the pricing of the 2029 Notes, the Company entered into privately negotiated capped call transactions (the “2029 Notes Base Capped Call Transactions”) with each of Deutsche Bank AG, London Branch, through its agent Deutsche Bank Securities Inc., Mizuho Markets Americas LLC, with Mizuho Securities USA LLC acting as agent, Royal Bank of Canada, represented by RBC Capital Markets, LLC as its agent, The Bank of Nova Scotia, UBS AG, London Branch, represented by UBS Securities LLC as its agent, and Wells Fargo Bank, National Association (the “2029 Option Counterparties”). In addition, on December 5, 2024, in connection with the 2029 Notes Initial Purchasers’ exercise of the 2029 Notes Option in full, the Company entered into additional capped call transactions (the “2029 Notes Additional Capped Call Transactions” and, together with the 2029 Notes Base Capped Call Transactions, the “2029 Notes Capped Call Transactions”) with each of the 2029 Notes Option Counterparties. The 2029 Notes Capped Call Transactions cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the 2029 Notes, the aggregate number of shares of the Company’s Class A common stock that initially underlie the 2029 Notes, and are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2029 Notes and/or offset any cash payments the Company may be required to make in excess of the principal amount of converted 2029 Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the 2029 Notes Capped Call Transactions. The cap price of the 2029 Notes Capped Call Transactions is initially $
20
Table of Contents
of
The 2029 Notes will be convertible into cash, shares of the Company’s Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s election, at an initial conversion rate of
The 2029 Notes are convertible at the option of the holders (in whole or in part) at any time prior to the close of business on the business day immediately preceding September 15, 2029 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2025 (and only during such calendar quarter), if the last reported sale price of the common stock, as determined by the Company, for at least
The 2029 Notes are not redeemable at the Company’s option prior to December 20, 2027. The Company may redeem for cash all or any portion of the 2029 Notes (subject to a partial redemption limitation), at the Company’s option, on or after December 20, 2027 if the last reported sale price of the common stock, as determined by the Company, has been at least
The 2029 Notes have been recorded as long-term debt in its entirety pursuant to ASU 2020-06. The carrying value of the 2029 Notes is presented net of $
21
Table of Contents
or
2027 Notes
On November 16, 2022, the Company entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC, as representative of the initial purchasers (collectively, the “Initial Purchasers”), pursuant to which the Company agreed to sell $
The 2027 Notes will be convertible into cash, shares of the Company’s Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s election, at an initial conversion rate of
The 2027 Notes are convertible at the option of the holders (in whole or in part) at any time prior to the close of business on the business day immediately preceding August 15, 2027 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2022 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least
22
Table of Contents
The Company may not redeem the 2027 Notes prior to November 20, 2025. indie may redeem for cash all or any portion of the 2027 Notes, at indie’s option, on or after November 20, 2025 if the last reported price of indie’s Class A common stock has been at least
Upon the occurrence of a “Fundamental Change” (as defined in Section 1.01 of the 2022 Indenture), subject to certain conditions and certain limited exceptions, holders may require the Company to repurchase for cash all or any portion of their 2027 Notes in principal amounts of $
The 2027 Notes are senior unsecured obligations of the Company and rank: (i) senior in right of payment to any indebtedness of the Company that is expressly subordinated in right of payment to the 2027 Notes; (ii) equal in right of payment to any unsecured indebtedness of the Company that is not so subordinated; (iii) effectively junior in right of payment to any senior, secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.
The 2027 Notes have been recorded as long-term debt in its entirety pursuant to ASU 2020-06. The carrying value of the 2027 Notes is presented net of $
During the year ended December 31, 2022, in connection with the offering of the 2027 Notes, the Company entered into privately negotiated transactions through one of the initial purchasers or its affiliate to repurchase
In June 2025, the Company entered into several separate, privately negotiated purchase agreements to repurchase $
indie Semiconductor Revolving Line of Credit
On March 29, 2024, the Company entered into a revolving line of credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”) with a credit limit of $
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outstanding balance in a cash security account with Wells Fargo, which resulted in total restricted cash of $
indie Canada Revolving Credit
In connection with the acquisition of indie Canada on October 12, 2021, the Company assumed a revolving credit with the Canadian Imperial Bank of Commerce (“CIBC”) with a credit limit of CAD
indie Canada also has an authorized credit facility of up to CAD
The table below sets forth the components of interest expense for the three and nine months ended September 30, 2025 and 2024:
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Three Months Ended |
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Nine Months Ended |
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||||||||||
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2025 |
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|
2024 |
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2025 |
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|
2024 |
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||||
Interest expense on the 2027 Notes |
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|
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|
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|
||||
Stated interest at |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
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||||
Amortization of discount and issuance cost |
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||||
Total interest expense related to the 2027 Notes |
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||||
Interest expense on the 2029 Notes |
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||||
Stated interest at |
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||||
Amortization of discount and issuance cost |
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||||
Total interest expense related to the 2029 Notes |
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||||
Interest expense on other debt obligations: |
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Contractual interest |
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||||
Amortization of discount and issuance cost |
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||||
Total interest expense related to other debt obligations |
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||||
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||||
Total interest expense |
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$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The future maturities of the debt obligations are as follows:
2025 (remaining 3 months) |
|
$ |
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|
2026 |
|
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|
2027 |
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2028 |
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|
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2029 |
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Total |
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$ |
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Earn-Out Milestones
In connection with the Company’s reverse recapitalization transaction completed on June 10, 2021 (the “Transaction”), certain of indie’s stockholders are entitled to receive up to
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to
These earn-out shares had been categorized into two components: (i) those associated with stockholders with vested equity at the closing of the Transaction that will be earned upon achievement of the earn-out milestones (the “Vested Shares”) and (ii) those associated with stockholders with unvested equity at the closing of the Transaction that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the Earn-Out Milestones (the “Unvested Shares”). The Vested Shares were classified as liabilities in the condensed consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time. The earn-out liability was initially measured at fair value at the closing of the Transaction and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability was recorded as part of Other income (expense), net in the condensed consolidated statement of operations.
The estimated fair value of the earn-out liability was determined using a Monte Carlo Simulations analysis that simulated the future path of the Company’s stock price over the earn-out period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate.
As of December 31, 2021, there was
Contingent Considerations
On May 13, 2020, in connection with the acquisition of City Semiconductor, Inc. (“City Semi”), the Company recorded contingent consideration as a long-term liability at an initial fair value of $
On February 21, 2023, in connection with the acquisition of indie FFO, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $
25
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the second tranche contingent consideration liability as of December 31, 2024 was reduced to
On March 3, 2023, in connection with the acquisition of GEO, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $
On September 18, 2023, in connection with the acquisition of indie Switzerland, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $
On January 25, 2024, in connection with the acquisition of Kinetic, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $
26
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the issuance of $
On September 26, 2025, in connection with the acquisition of emotion3D, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $
The Company’s debt instruments are recorded at their carrying values in its condensed consolidated balance sheets, which may differ from their respective fair values. The estimated fair value of the Company’s 2027 Notes and 2029 Notes are both based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt (see Note 8 — Debt for additional information). The fair values of the Company’s short-term loans generally approximated their carrying values.
At September 30, 2025 and 2024, the Company held currency forward contracts with an aggregated notional amount of $
The following table presents the Company’s fair value hierarchy for financial assets and liabilities:
|
|
Fair Value Measurements as of September 30, 2025 |
|
|||||||||||||
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|
Level 1 |
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|
Level 2 |
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|
Level 3 |
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Total |
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||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
emotion3D GmbH Contingent Consideration - First Tranche |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
emotion3D GmbH Contingent Consideration - Second Tranche |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Kinetic Contingent Consideration - Second Tranche |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
27
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|
|
Fair Value Measurements as of December 31, 2024 |
|
|||||||||||||
|
|
Level 1 |
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|
Level 2 |
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|
Level 3 |
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|
Total |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Kinetic Contingent Consideration - First Tranche |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Kinetic Contingent Consideration - Second Tranche |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Exalos Contingent Consideration - Second Tranche |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
GEO Indemnity Holdback |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
City Semi Contingent Consideration - Second Tranche |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of September 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents, including restricted cash, were all held in cash or Level 1 instruments where the fair values approximate the carrying values.
On August 4, 2025, the Company released the $
Level 3 Disclosures
Contingent Considerations
Contingent considerations were valued based on the consideration expected to be transferred. The Company estimated the fair value based on a Monte Carlo Simulations analysis to simulate the probability of achievement of various milestones identified within each contingent consideration arrangement, using certain assumptions that require significant judgment and discount rates. The discount rates were based on the estimated cost of debt plus a premium, which included consideration of expected term of the earn-out payment, yield on treasury instruments and an estimated credit rating for the Company.
Because the acquisition related to emotion3D occurred within the last twelve months, the significant information to be obtained and analyzed and the fact that emotion3D resides in a foreign jurisdiction, the Company’s fair value estimates for the associated contingent consideration were valued based on a probability method as of September 30, 2025.
See Note 9 — Contingent and Earn-Out Liabilities for additional information of our Level 3 disclosures.
The following table presents the significant unobservable inputs assumed for each of the fair value measurements:
|
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September 30, |
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|
December 31, |
|
||
|
|
Input |
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|
Input |
|
||
Liabilities: |
|
|
|
|
|
|
||
emotion3D GmbH Contingent Consideration - First Tranche |
|
|
|
|
|
|
||
Market yield rate |
|
|
% |
|
N/A |
|
||
Scenario probability |
|
|
% |
|
N/A |
|
||
emotion3D GmbH Contingent Consideration - Second Tranche |
|
|
|
|
|
|
||
Market yield rate |
|
|
% |
|
N/A |
|
||
Scenario probability |
|
|
% |
|
N/A |
|
||
Kinetic Contingent Consideration - Second Tranche |
|
|
|
|
|
|
||
Market yield rate |
|
|
% |
|
|
% |
||
Scenario probability |
|
|
% |
|
|
% |
||
Stock Repurchase Program
On November 16, 2022, indie’s Board of Directors authorized the repurchase, from time to time, of up to $
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repurchase, the Company has repurchased
In connection with the closing of the Transaction on June 10, 2021, certain members of ADK LLC (the “ADK Minority Holders”) retained approximately a
In connection with the Transaction, the Company issued to ADK LLC Minority Holders an aggregate of
ADK LLC held approximately
Disaggregation of Revenue
The Company disaggregates revenue from contracts with customers by geographic region, as the Company’s management believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
The following tables present revenue disaggregated by geography of the shipping location for the three and nine months ended September 30, 2025 and 2024:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Greater China |
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|
||||
Europe |
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|
||||
South Korea |
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|
||||
Rest of Asia Pacific |
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|
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|
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|
||||
Rest of North America |
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|
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|
|
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|
|
|
|
||||
South America |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
29
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Contract Balances
Certain assets or liabilities are recorded depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Contract liabilities primarily relate to deferred revenue, including advance consideration received from customers for contracts prior to the transfer of control to the customer, and therefore revenue is recognized upon delivery of products and services or as the services are performed.
The following table presents the assets and liabilities associated with the engineering services contracts recorded on the condensed consolidated balance sheet as of September 30, 2025 and December 31, 2024:
|
|
Balance Sheet Classification |
|
September 30, |
|
|
December 31, |
|
||
Unbilled revenue |
|
Prepaid expenses and other current assets |
|
$ |
|
|
$ |
|
||
Contract liabilities |
|
Accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
During the three months ended September 30, 2025 and 2024, the Company recognized $
Revenue related to remaining performance obligations represents the amount of contracted development arrangements that has not been recognized, which includes deferred revenue on the condensed consolidated balance sheet and unbilled amounts that will be recognized as revenue in future periods. As of September 30, 2025, the amount of performance obligations that have not been recognized as revenue was $
Concentrations
No customers accounted for more than 10% of the Company’s total revenue for the three and nine months ended September 30, 2025 and 2024.
One large customer represented represented
Stock compensation expense is recorded in cost of goods sold, research and development, and general and administrative expenses based on the classification of the work performed by the grantees.
The following table sets forth the share-based compensation for the periods presented:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Cost of goods sold |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general, and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring costs |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
30
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Stock compensation expense for the three months ended September 30, 2025 and 2024 included $
Basic and diluted net loss per common share was calculated as follows:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Numerator: |
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|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Less: Net loss attributable to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to common stockholders — basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to common shares — dilutive |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator: |
|
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|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding — basic |
|
|
|
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|
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|
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|
||||
|
|
|
|
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|
||||
Weighted average common shares outstanding—diluted |
|
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|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share attributable to common shares— basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share attributable to common shares— diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The Company’s potentially dilutive securities, which include unvested Class B units, unvested phantom units, unvested restricted stock units, convertible Class V common shares, unexercised options, earn-out shares, escrow shares, and convertible debt have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. The 2029 Notes Capped Call Transactions were excluded from the calculation of dilutive potential common shares as their effect is anti-dilutive. For the three and nine months ended September 30, 2025 and 2024, the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share attributable to common shares is the same because the Company reported a net loss for each of these periods and the effect of inclusion would be anti-dilutive.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Unvested Phantom units |
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|
|
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|
|
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|
||||
Unvested Restricted stock units |
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|
||||
Convertible Class V common shares |
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|
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|
||||
Unexercised options |
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|
|
|
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|
||||
Earn-out Shares |
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|
|
|
|
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|
|
|
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|
||||
Escrow Shares |
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|
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|
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|
|
|
|
|
|
|
||||
2027 Convertible notes into Class A common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2029 Convertible notes into Class A common shares |
|
|
|
|
|
|
|
|
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|
||||
|
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|
||||
31
Table of Contents
The Company is subject to U.S. federal and state taxes with respect to our allocable share of any taxable income or loss of ADK, LLC, as well as any stand-alone income or loss the Company generates. ADK, LLC is treated as a partnership for U.S. income tax purposes and for most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, ADK, LLC’s taxable income or loss is passed through to its members, including us. Despite its status as a partnership in the United States, ADK, LLC’s foreign subsidiaries are taxable entities operating in foreign jurisdictions. As such, these foreign subsidiaries record a tax expense or benefit in jurisdictions where a valuation allowance has not been recorded.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. There is no material impact on the Company's consolidated financial statements.
The Company's effective tax rate in 2025 will differ from the U.S. federal statutory rate primarily due to changes in valuation allowance, tax expense or benefit in foreign jurisdictions taxed at different tax rates, foreign research and development tax credits and incentives, and changes in non-controlling interest.
Based primarily on the Company's limited operating history and ADK LLC’s historical domestic losses, the Company believes there is significant uncertainty as to when the Company will be able to use its domestic, federal and state, deferred tax assets (“DTAs”). Therefore, the Company has recorded a valuation allowance against these DTAs for which it has concluded that it is not more likely than not that these will be realized.
As part of reverse capitalization, the Company entered into Tax Receivable Agreements (“TRAs”) with certain shareholders that will represent approximately
The Company recorded a benefit for income taxes of $
Litigation
From time to time, the Company may be a party to routine claims or litigation matters that arise in the ordinary course of its business. These may include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and other matters. Periodically, the Company reviews the status of these matters and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible losses can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, the Company continues to reassess the potential liability related to pending claims and litigation and may revise estimates.
Royalty Agreement
The Company has entered into license agreements to use certain technology in its design and manufacture of its products. The agreements require royalty fees for each semiconductor sold using the licensed technology. Total royalty expense incurred in
32
Table of Contents
connection with these contracts during the three months ended September 30, 2025 and 2024 was $
Tax Distributions
To the extent the Company has funds legally available, the Board of Directors will approve distributions to each member of ADK LLC, prior to March 15 of each year, in an amount per unit that, when added to all other distributions made to such member with respect to the previous calendar year, equals the estimated federal and state income tax liabilities applicable to such member as the result of its, his or her ownership of the units and the associated net taxable income allocated with respect to such units for the previous calendar year. There were
Accrued expenses and other current liabilities consist of the following:
|
|
September 30, |
|
|
December 31, |
|
||
Accrued interest |
|
$ |
|
|
$ |
|
||
Deferred revenue |
|
|
|
|
|
|
||
Operating lease liabilities, current |
|
|
|
|
|
|
||
Accrued taxes |
|
|
|
|
|
|
||
Holdbacks and deferred payments for business combinations |
|
|
|
|
|
|
||
Accrued royalties |
|
|
|
|
|
|
||
Other (1) |
|
|
|
|
|
|
||
Accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
The Company designs, develops, manufactures and markets a broad range of integrated circuits. It operates and tracks its results in
Significant expenses within income (loss) from operations include cost of revenue, research and development, and selling, general and administrative expenses, which are each separately presented on the Company’s consolidated statement of operations. The Company’s long-lived assets consist primarily of property, plant and equipment, net and right-of-use assets.
For its condensed consolidated financial statements as of September 30, 2025, management reviewed and evaluated material subsequent events from the condensed consolidated balance sheet date of September 30, 2025 through November 7, 2025, the date the condensed consolidated financial statements were issued, and identified one subsequent event as described below:
Potential Divestiture of Wuxi
33
Table of Contents
On October 27, 2025, the Company, through its subsidiary Ay Dee Kay, LLC, entered into an Asset Purchase Agreement (the “Wuxi Asset Purchase Agreement”) with United Faith Auto-Engineering Co., Ltd., a publicly-listed company in the People’s Republic of China (“United Faith”), pursuant to which indie has agreed to sell ADK’s entire
Pursuant to the Wuxi Asset Purchase Agreement, subject to the satisfaction of closing conditions and receipt of all required regulatory approvals, United Faith will purchase all of ADK’s outstanding equity interest in Wuxi for a total gross transaction consideration of RMB
The Wuxi Asset Purchase Agreement contains certain customary representations, warranties and covenants. The representations and warranties of parties under the Wuxi Asset Purchase Agreement will not survive closing, and there is no post-closing indemnification arrangement for breaches of representations, warranties or covenants. The Wuxi Asset Purchase Agreement’s covenants include obligations of (i) ADK to assist Wuxi to maintain its ordinary course of business operations during the period between signing the Wuxi Asset Purchase Agreement and closing the Wuxi Divestiture, (ii) United Faith to use reasonable best efforts to obtain its shareholder approval of the purchase of all of the outstanding equity of Wuxi (the “Whole Transaction”), (iii) both ADK and United Faith to use reasonable best efforts to cooperate with Wuxi to prepare documents and make all filings necessary to complete the Wuxi Divestiture, and (iv) both parties to register the Wuxi Divestiture and the Whole Transaction with the relevant authorities, as may be applicable.
The Wuxi Asset Purchase Agreement also contains customary closing conditions, including (i) receipt of shareholder approval of the Whole Transaction by United Faith’s shareholders and (ii) the receipt of all required regulatory approvals of the Whole Transaction, including approval by the Shenzhen Stock Exchange and the China Securities Regulatory Commission.
The Wuxi Asset Purchase Agreement may be terminated prior to closing (i) upon mutual agreement by both parties, (ii) by ADK, should United Faith fail to obtain its shareholder approval of the Whole Transaction, (iii) by ADK, should United Faith fail to obtain all necessary regulatory approvals for the Whole Transaction within eighteen (
The Wuxi Divestiture has been approved by the Boards of Directors of both indie and United Faith.
During the period between entering into the Wuxi Asset Purchase Agreement and prior to closing the Wuxi Divestiture, the divestiture of Wuxi will meet the criteria to be reported as discontinued operations when indie determines that it is probable that United Faith will receive all necessary local regulatory approvals within the requisite period under applicable accounting guidance. Upon the completion of this potential Wuxi Divestiture, indie will fully deconsolidate the financial results of Wuxi and in return, recognize a pre-tax gain/loss, which would be presented in indie’s then Consolidated Statements of Operations. For the three and nine months ended September 30, 2025, Wuxi accounted for
indie cannot provide any assurance regarding the timing for the completion of the Wuxi Divestiture, that the closing conditions of the Wuxi Divestiture, including, but not limited to, approval of the Whole Transaction by United Faith shareholders and receipt of all required regulatory approvals, will be satisfied, or that the Wuxi Divestiture will be completed.
As of November 7, 2025, management determined that the Wuxi Asset Sale has not met the requisites under applicable accounting guidance to be presented as discontinued operations within indie's condensed consolidated financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF INDIE
Throughout this section, unless otherwise noted, “indie” refers to indie Semiconductor, Inc. and its consolidated subsidiaries.
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q. Certain amounts may not foot due to rounding. This discussion and analysis contains forward-looking statements. See “Forward Looking Statements.” We urge you to consider the risks and uncertainties discussed in this Quarterly Report and our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2024, including, but not limited to, those described under the sections entitled “Risk Factors” and in the other documents we have filed with the SEC in evaluating our forward-looking statements. We assume no obligation to update any of these forward-looking statements except as required by law. Actual results may differ materially from those contained in any forward-looking statements.
OUR COMPANY
indie offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), autonomous vehicle, connected car, user experience and electrification applications. We focus on edge sensors across multiple modalities spanning LiDAR, radar, ultrasound and computer vision. These functions represent the core underpinnings of both electric and autonomous vehicles, while the advanced user interfaces are transforming the in-cabin experience to mirror and seamlessly connect to the mobile platforms we rely on every day. We are an approved vendor to Tier 1 automotive suppliers and our platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has design centers and sales offices in Austin, Texas; Detroit, Michigan; San Jose, California; Cordoba, Argentina; Budapest, Hungary; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan and several locations throughout China.
We maintain design centers for our semiconductor engineers and designers in the United States, Argentina, Canada, Hungary, Germany, Scotland, Morocco, Israel, Switzerland and China. We engage subcontractors to manufacture our products. These subcontractors, as well as the majority of our customers’ locations, are primarily in Asia. For the nine months ended September 30, 2025 and 2024, approximately 60% and 65%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.
Potential Divestiture of Wuxi
In May 2025, indie entered into a non-binding agreement with United Faith Auto-Engineering Co., Ltd., a publicly-listed company in the People’s Republic of China (“United Faith”), to sell up to all of our 34.38% equity interest in Wuxi. On October 27, 2025, we entered into an Asset Purchase Agreement (the "Wuxi Asset Purchase Agreement") through Ay De Kay, LLC, pursuant to which we have agreed to sell ADK's entire equity interest in Wuxi to United Faith.
Pursuant to the Wuxi Asset Purchase Agreement, subject to the satisfaction of closing conditions and receipt of all required regulatory approvals, United Faith will purchase all of ADK’s outstanding equity interest in Wuxi for a total gross transaction consideration of RMB 960,834,355, or approximately $135 million (based on the exchange rate in effect on October 24, 2025), payable in cash to ADK, net of applicable local taxes.
The Wuxi Asset Purchase Agreement contains certain customary representations, warranties and covenants. The representations and warranties of parties under the Wuxi Asset Purchase Agreement will not survive closing, and there is no post-closing indemnification arrangement for breaches of representations, warranties or covenants. The Wuxi Asset Purchase Agreement’s covenants include obligations of (i) ADK to assist Wuxi to maintain its ordinary course of business operations during the period between signing the Wuxi Asset Purchase Agreement and closing the Wuxi Divestiture, (ii) United Faith to use reasonable best efforts to obtain its shareholder approval of the purchase of all of the outstanding equity of Wuxi (the “Whole Transaction”), (iii) both ADK and United Faith to use reasonable best efforts to cooperate with Wuxi to prepare documents and make all filings necessary to complete the
35
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Wuxi Divestiture, and (iv) both parties to register the Wuxi Divestiture and the Whole Transaction with the relevant authorities, as may be applicable.
The Wuxi Asset Purchase Agreement also contains customary closing conditions, including (i) receipt of shareholder approval of the Whole Transaction by United Faith’s shareholders and (ii) the receipt of all required regulatory approvals of the Whole Transaction, including approval by the Shenzhen Stock Exchange and the China Securities Regulatory Commission.
During the period between entering into the Wuxi Asset Purchase Agreement and prior to closing the Wuxi Divestiture, the divestiture of Wuxi will meet the criteria to be reported as discontinued operations when indie determines that it is probable that United Faith will receive all necessary local regulatory approvals within the requisite period under applicable accounting guidance. Upon the completion of this potential Wuxi Divestiture, indie will fully deconsolidate the financial results of Wuxi and in return, recognize a pre-tax gain/loss, which would be presented in indie’s then Consolidated Statements of Operations. For the three and nine months ended September 30, 2025, Wuxi accounted for 43% and 40% of indie’s consolidated revenue, and approximately 11% and 12% of indie’s consolidated operating expenses for each period, respectively. Further, as of September 30, 2025, Wuxi accounted for approximately 10% and 2% of indie’s consolidated total assets and total liabilities, respectively. Following any deconsolidation of Wuxi, we will no longer include any financial results of Wuxi in our future consolidated financial statements.
We cannot provide any assurance regarding the timing for the completion of the Wuxi Divestiture, that the closing conditions of the Wuxi Divestiture, including, but not limited to, approval of the Whole Transaction by United Faith shareholders and receipt of all required regulatory approvals, will be satisfied, or that the Wuxi Divestiture will be completed.
Recent Acquisitions
Acquisition of emotion3D
On September 26, 2025 (the “Deal Closing Date”), Ay Dee Kay Ltd. completed its acquisition of emotion3D GmbH (“emotion3D”). The acquisition was consummated pursuant to a Share Purchase Agreement (the “SPA”) whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The closing consideration consisted of (i) $17.7 million in cash as the initial cash consideration (including debt paid at closing and net of cash acquired) (ii) certain contingent considerations with total preliminary fair value of $7.3 million, payable in cash or Class A common stock at indie's sole election, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $3.0 million subject to final release 24 months from the Deal Closing Date. See Note 2 — Business Combinations for additional descriptions of our recent acquisitions.
Impact of Macroeconomic Conditions
We are impacted by macroeconomic conditions including continued inflation, rising prices or rising interest rates, geopolitical tensions, the risk of recession, and the effect of trade policies, which have a combined dampening effect on overall economic activity and consumer demand for automotive products that has resulted in lower production levels for our products. In particular, ongoing tensions related to increased tariffs imposed by the United States and retaliatory tariffs imposed by targeted countries may adversely impact our revenue. Tariffs against semiconductor-producing countries such as Taiwan, and retaliatory tariffs by countries such as China, could cause a decrease in the sales of our products to customers, other customers selling to end users, or other global customers, which could materially and adversely affect our business, financial condition and results of operation.
The ultimate impact of any tariffs will depend on various factors, including the outcome of ongoing negotiations, the timing of implementation, and the amount, scope and nature of the tariffs. We are continuing to evaluate the potential impacts, as well as the options available to us for mitigating their impact.
Additionally, the ongoing conflict in the Middle East and the implications of these events has created global political and economic uncertainty. We are closely monitoring developments, including potential impact to our business, customers, suppliers, our employees and operations in Israel, the Middle East and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation.
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Refer to Part I, Item 1A of our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as Part II, Item 1A of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, under the heading “Risk Factors” for more information on our risks and uncertainties.
OPERATING RESULTS
Comparison of the Three Months Ended September 30, 2025 and 2024
Revenue
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||||||||||
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
||||||||||||
(in thousands) |
$ |
|
|
% of |
|
|
$ |
|
|
% of |
|
|
$ Change |
|
|
% Change |
|
||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Product revenue |
$ |
51,073 |
|
|
|
95 |
% |
|
$ |
51,285 |
|
|
|
95 |
% |
|
$ |
(212 |
) |
|
|
(0 |
)% |
Contract revenue |
|
2,603 |
|
|
|
5 |
% |
|
|
2,680 |
|
|
|
5 |
% |
|
|
(77 |
) |
|
|
(3 |
)% |
Total revenue |
$ |
53,676 |
|
|
|
100 |
% |
|
$ |
53,965 |
|
|
|
100 |
% |
|
$ |
(289 |
) |
|
|
(1 |
)% |
Revenue for the three months ended September 30, 2025 was $53.7 million, compared to $54.0 million for the three months ended September 30, 2024, a decrease of $0.3 million, which was primarily driven by a $0.2 million decrease in product revenue and a $0.1 million decrease in contract revenue. The decrease in product revenue was due primarily to change in product mix and average selling price, offset by an increase in volume of products sold.
Operating Expenses
|
Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||||||||||
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
||||||||||||
(in thousands) |
$ |
|
|
% of |
|
|
$ |
|
|
% of |
|
|
$ |
|
|
% |
|
||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of goods sold |
$ |
32,173 |
|
|
|
60 |
% |
|
$ |
32,730 |
|
|
|
61 |
% |
|
$ |
(557 |
) |
|
|
(2 |
)% |
Research and development |
|
37,987 |
|
|
|
71 |
% |
|
|
45,968 |
|
|
|
85 |
% |
|
|
(7,981 |
) |
|
|
(17 |
)% |
Selling, general, and administrative |
|
20,816 |
|
|
|
39 |
% |
|
|
20,848 |
|
|
|
39 |
% |
|
|
(32 |
) |
|
|
(0 |
)% |
Restructuring costs |
|
1,042 |
|
|
|
2 |
% |
|
|
4,322 |
|
|
|
8 |
% |
|
|
(3,280 |
) |
|
|
(76 |
)% |
Total operating expenses |
$ |
92,018 |
|
|
|
171 |
% |
|
$ |
103,868 |
|
|
|
192 |
% |
|
$ |
(11,850 |
) |
|
|
(11 |
)% |
Cost of goods sold for the three months ended September 30, 2025 was $32.2 million, compared to $32.7 million for the three months ended September 30, 2024. The decrease of $0.6 million or 2% was primarily due to a decrease of $0.9 million resulting from product mix and partially offset by a $0.5 million increase in volume of products sold, as described above.
Research and development expense for the three months ended September 30, 2025 was $38.0 million, compared to $46.0 million for the three months ended September 30, 2024. The decrease of $8.0 million or 17% was primarily due to a $7.8 million decrease in personnel cost as a result of the restructuring initiatives that took place in August 2024 and May 2025. We expect research and development expense to stabilize over time.
Selling, general and administrative expense for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 remained relatively flat.
Restructuring costs for the three months ended September 30, 2025 was $1,042 due to the 2025 Restructuring Plan initiated in May 2025. See Note 3 — 2025 Restructuring Costs for additional discussion of our 2025 Restructuring Plan. Total restructuring costs for the three months ended September 30, 2024 was related to a separate restructuring plan that took place in August 2024.
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Table of Contents
Other income (expense), net
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
||||
(in thousands) |
|
$ |
|
|
$ |
|
|
$ |
|
|
% |
|
||||
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
$ |
1,655 |
|
|
$ |
994 |
|
|
$ |
661 |
|
|
|
66 |
% |
Interest expense |
|
|
(4,348 |
) |
|
|
(2,180 |
) |
|
|
(2,168 |
) |
|
|
99 |
% |
Gain from change in fair value of contingent considerations and acquisition-related holdbacks |
|
|
6 |
|
|
|
(4,523 |
) |
|
|
4,529 |
|
|
|
(100 |
)% |
Other income (expense) |
|
|
(28 |
) |
|
|
702 |
|
|
|
(730 |
) |
|
|
(104 |
)% |
Total other expense, net |
|
$ |
(2,715 |
) |
|
$ |
(5,007 |
) |
|
$ |
2,292 |
|
|
|
(46 |
)% |
Interest income for the three months ended September 30, 2025 was $1.7 million, compared to $1.0 million for the three months ended September 30, 2024. Interest income increased in the current period primarily as a result of higher cash balances due to the cash inflow from the 2029 Notes in December 2024.
Interest expense for the three months ended September 30, 2025 was $4.3 million, compared to $2.2 million for the three months ended September 30, 2024. Interest expense increased in the current period primarily as a result of the addition of the 2029 Notes in December 2024.
For the three months ended September 30, 2025, the change in fair value for contingent considerations and acquisition-related holdbacks was de minimus. During the three months ended September 30, 2024, we recognized a net loss from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.5 million, which is primarily attributed to a net unrealized loss of $7.4 million for the contingent considerations related to the Exalos acquisition, offset by an net unrealized gain of $3.1 million for the contingent considerations and acquisition-related holdbacks related to the GEO acquisition.
Other income (expense) for the three months ended September 30, 2024 was $0.7 million. Other income (expense) relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net gain of $0.5 million related to the change in fair value of our currency forward contracts entered during the periods.
Income Taxes
Income tax provision for the three months ended September 30, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary. Income tax benefit for the three months ended September 30, 2024 is primarily related to our foreign operations.
Refer to Note — 16, Income Tax, in our accompanying unaudited condensed consolidated financial statements for additional detail.
Comparison of the nine months ended September 30, 2025 and 2024
Revenue
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
||||||||||||
(in thousands) |
|
$ |
|
|
% of |
|
|
$ |
|
|
% of |
|
|
$ Change |
|
|
% |
|
||||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Product revenue |
|
$ |
151,213 |
|
|
|
95 |
% |
|
$ |
148,872 |
|
|
|
94 |
% |
|
$ |
2,341 |
|
|
|
2 |
% |
Contract revenue |
|
|
8,174 |
|
|
|
5 |
% |
|
|
9,801 |
|
|
|
6 |
% |
|
|
(1,627 |
) |
|
|
(17 |
)% |
Total revenue |
|
$ |
159,387 |
|
|
|
100 |
% |
|
$ |
158,673 |
|
|
|
100 |
% |
|
$ |
714 |
|
|
|
0 |
% |
38
Table of Contents
Revenue for the nine months ended September 30, 2025 was $159.4 million, compared to $158.7 million for the nine months ended September 30, 2024, an increase of $0.7 million, which was primarily driven by a $2.3 million increase in product revenue, partially offset by a $1.6 million decrease in contract revenue. The increase in product revenue was due primarily to change in product mix and increase in volume of products sold, partially offset by change in average selling price. The decrease in contract revenue of $1.6 million was primarily due to a large multi-year non-recurring engineering project that commenced in early 2022 that is winding down in the current year toward its completion stage.
Operating expenses
|
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
||||||||||||
(in thousands) |
|
$ |
|
|
% of |
|
|
$ |
|
|
% of |
|
|
$ Change |
|
|
% |
|
||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of goods sold |
|
$ |
94,394 |
|
|
|
59 |
% |
|
$ |
93,060 |
|
|
|
59 |
% |
|
$ |
1,334 |
|
|
|
1 |
% |
Research and development |
|
|
118,574 |
|
|
|
74 |
% |
|
|
136,858 |
|
|
|
86 |
% |
|
|
(18,284 |
) |
|
|
(13 |
)% |
Selling, general, and administrative |
|
|
58,538 |
|
|
|
37 |
% |
|
|
60,617 |
|
|
|
38 |
% |
|
|
(2,079 |
) |
|
|
(3 |
)% |
Restructuring costs |
|
|
8,149 |
|
|
|
5 |
% |
|
|
4,322 |
|
|
|
3 |
% |
|
|
3,827 |
|
|
|
89 |
% |
Total operating expenses |
|
$ |
279,655 |
|
|
|
175 |
% |
|
$ |
294,857 |
|
|
|
186 |
% |
|
$ |
(15,202 |
) |
|
|
(5 |
)% |
Cost of goods sold for the nine months ended September 30, 2025 was $94.4 million, compared to $93.1 million for the nine months ended September 30, 2024. The increase of $1.3 million or 1% was primarily due to a $2.8 million increase in volume, $0.7 million increase attributable to a change in product mix and offset by $1.8 million decrease in products cost.
Research and development (“R&D”) expense for the nine months ended September 30, 2025 was $118.6 million, compared to $136.9 million for the nine months ended September 30, 2024. This decrease of $18.3 million or 13% was primarily due to a $12.6 million decrease in personnel cost, a $4.6 million decrease in share-based compensation expense, and a $3.6 million decrease in various R&D program related expenses. Decreases in both the personnel cost and share-based compensation expense were primarily driven by a decrease in headcount resulting from the reduction in force that took place in August 2024 and May 2025 (including the 2025 Restructuring Plan). The decrease in R&D program expense reflects the wind-down of completed projects and the progression of the current development pipeline. We expect research and development expense to stabilize over time.
Selling, general and administrative expense for the nine months ended September 30, 2025 was $58.5 million, compared to $60.6 million for the nine months ended September 30, 2024. The decrease of $2.1 million or 3% was primarily due to a decrease in third party professional fees and a decrease in share-based compensation expense, as a result of the restructuring initiatives that took place in August 2024 and May 2025 (including the 2025 Restructuring Plan). We expect selling, general, and administrative expense to stabilize over time.
Restructuring costs for the nine months ended September 30, 2025 was $8.1 million due to the 2025 Restructuring Plan initiated in May 2025. See Note 3 — 2025 Restructuring Costs for additional discussion of our 2025 Restructuring Plan. Total restructuring costs for the nine months ended September 30, 2024 was due to a separate restructuring plan that took place in 2024.
39
Table of Contents
|
|
Nine Months Ended |
|
|
|
|
|
|
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
||||
(in thousands) |
|
$ |
|
|
$ |
|
|
$ Change |
|
|
% |
|
||||
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
$ |
6,148 |
|
|
$ |
3,379 |
|
|
$ |
2,769 |
|
|
|
82 |
% |
Interest expense |
|
|
(13,391 |
) |
|
|
(6,420 |
) |
|
|
(6,971 |
) |
|
|
109 |
% |
Gain from change in fair value of contingent considerations and acquisition-related holdbacks |
|
|
4,899 |
|
|
|
28,167 |
|
|
|
(23,268 |
) |
|
|
(83 |
)% |
Gain from extinguishment of debt |
|
|
2,623 |
|
|
|
— |
|
|
|
2,623 |
|
|
|
100 |
% |
Other income (expense) |
|
|
764 |
|
|
|
(98 |
) |
|
|
862 |
|
|
|
(880 |
)% |
Total other income, net |
|
$ |
1,043 |
|
|
$ |
25,028 |
|
|
$ |
(23,985 |
) |
|
|
(96 |
)% |
Interest income for the nine months ended September 30, 2025 was $6.1 million, reflecting an increase of $2.8 million or 82% from the nine months ended September 30, 2024. Interest income increased as a result of higher cash balances due to the cash inflow from the 2029 Notes in December 2024.
Interest expense for the nine months ended September 30, 2025 was $13.4 million compared to $6.4 million for the nine months ended September 30, 2024. Interest expense increased in the current period primarily as a result of the addition of the 2029 Notes in December 2024.
For the nine months ended September 30, 2025 and 2024, we recognized gains from change in fair value for contingent considerations and acquisition-related holdbacks. During the nine months ended September 30, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.9 million. The net gain is primarily attributed to a net unrealized gain of $0.6 million and $1.6 million for the contingent considerations related to the Exalos and Kinetic acquisitions, respectively, and a net realized gain of $2.7 million for the acquisition-related holdbacks related to the GEO acquisition. During the nine months ended September 30, 2024, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $28.2 million which is primarily contributed by an unrealized gain of $28.5 million and $3.2 million for the contingent considerations and acquisition-related holdback related to the GEO and Silicon Radar acquisitions, respectively, partially offset by an unrealized loss of $4.6 million for the contingent considerations related to Exalos.
Gain from extinguishment of debt of $2.6 million for the nine months ended September 30, 2025 resulted from the repurchase of our 2027 Notes in June 2025. See Note 8 — Debt for additional discussion of the transaction related to the 2027 Notes.
Other income (expense) for the nine months ended September 30, 2025 and 2024 was $0.8 million and $(0.1) million, respectively. Other income (expense) relates primarily to the realized and unrealized foreign currency gains and losses during the period, which was primarily driven by a net gain of $1.3 million and a net loss of $0.7 million, respectively, related to the change in fair value of our currency forward contracts entered during the periods.
Income Taxes
Income tax provision for the nine months ended September 30, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary. Income tax benefit for the nine months ended September 30, 2024 is primarily related to our foreign operations.
Refer to Note 16 — Income Tax, in our accompanying unaudited condensed consolidated financial statements for additional detail.
Liquidity and Capital Resources
Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, working capital requirements related to inventory, accounts payable and general and administrative expenditures. In addition, from time to time, we use cash to fund our mergers and acquisitions, purchases of various capital, intellectual property and software assets and
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scheduled repayments for outstanding debt obligations. Our immediate sources of liquidity are cash, cash equivalents and funds anticipated to be generated from our operations, and available borrowings under our revolving credit facility and the issuance of Class A common stock under the ATM Agreement. We believe these sources of liquidity will be sufficient to meet our liquidity needs for at least the next 12 months. Our future capital requirements may vary from those currently planned and will depend on many factors, including our rate of sales growth, the timing and extent of spending on various business initiatives, including potential merger and acquisition activities, our international expansion, the timing of new product introductions, market acceptance of our solutions, and overall economic conditions including the potential impact of global supply imbalances, rising interest rates, inflationary pressures, and volatility in the global financial markets. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. We have cash deposits with large financial institutions that have stable outlooks and credit ratings as of November 7, 2025. These cash deposits may exceed the insurance provided on such deposits. As part of our cash management strategy going forward, we concentrate cash deposits with large financial institutions that are subject to regulation and maintain deposits across diverse retail banks.
Historically, we derive liquidity primarily from debt and equity financing activities as we have historically had negative cash flows from operations. On August 26, 2022, we entered into the ATM Agreement with the Sales Agents relating to shares of our Class A common stock. In accordance with the terms of the ATM Agreement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $150.0 million from time to time through the Sales Agents, acting as our agent or principal. The ATM Agreement was previously registered on our registration statement on Form S-3 (Registration No. 333-267120) (the "2022 Registration Statement") which expired on September 7, 2025. Prior to its expiration, on August 29, 2025, we filed with the SEC a prospectus supplement to our automatic shelf registration on Form S-3ASR (Registration No. 333-285653) to register the offering of the unsold securities of $59.8 million pursuant to the ATM Agreement We implemented and renewed this program for the flexible access it provides to the capital markets. During the three and nine months ended September 30, 2025, there was no activity. As of September 30, 2025, and since the inception of the program we have raised gross proceeds of $90.2 million and issued 11,138,984 shares of Class A common stock at an average per-share sales price of $8.10 and had approximately $59.8 million available for future issuances under the ATM Agreement. As of September 30, 2025, we have incurred total issuance costs of $1.9 million since inception.
In December 2023, employees in Wuxi exercised options granted to them through the Wuxi Employee Equity Incentive Plan and contributed total capital of CNY88.0 million (or approximately $12.3 million) from option proceeds in preparation for a potential IPO in China. The funds were and will be used by Wuxi for general corporate purposes. Wuxi does not have an obligation to repay the collected capital to its employees in the case of an unsuccessful IPO.
On March 29, 2024, we entered into a revolving line of credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”) with a credit limit of $10.0 million, bearing interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.75%. The outstanding principal balance is due and payable in full on March 28, 2025. This revolving line of credit was renewed on March 29, 2025, and the outstanding principal balance is due and payable in full on March 27, 2026. Interest is payable monthly beginning on May 1, 2025 through the maturity date. Fees of $50 million incurred will be amortized over the life of the credit agreement. This line of credit required us to collateralize a cash balance equal to the total outstanding balance in a cash security account with Wells Fargo.
On December 6, 2024, we issued $218.5 million in aggregate principal amount of our 2029 Notes. The 2029 Notes will be convertible into cash, shares of common stock or a combination of cash and common stock at our election in accordance with the terms of the indenture governing the 2029 Notes. In connection with the 2029 Notes, we entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and other financial institutions. The capped call transactions are expected generally to reduce potential dilution to our common stock upon any conversion of 2029 Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted 2029 Notes, as the case may be. We used approximately $23.4 million of the net proceeds from issuance of the 2029 Notes to pay the cost of the capped call transactions. We intend to use the remainder of the net proceeds from the issuance of the 2029 Notes for working capital and general corporate
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purposes, which may include potential acquisitions. Refer to Note 8 — Debt, in our accompanying unaudited condensed consolidated financial statements for additional detail.
In June 2025, we entered into several separate, privately negotiated purchase agreements to repurchase $30 million in aggregate principal amount of our 2027 Notes at a discount. The repurchase was funded by cash on hand and accounted for as an extinguishment of debt. Concurrent with the repurchase, we repaid $0.1 million of accrued interest associated with the repurchased principal. Upon completion of this repurchase, $130 million principal amount of the 2027 Notes remains outstanding. Refer to Note 8 — Debt, in our accompanying unaudited condensed consolidated financial statements for additional detail.
On September 26, 2025, we completed the acquisition of emotion3D, whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The closing consideration consisted of (i) $17.7 million in cash as the initial cash consideration (including debt paid at closing and net of cash acquired) (ii) certain contingent considerations with total preliminary fair value of $7.3 million, payable in cash or Class A common stock at indie's sole election, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $3.0 million subject to final release 24 months from the Deal Closing Date.
As of September 30, 2025, our balance of cash and cash equivalents, including restricted cash, was $171.2 million.
The following table summarizes our condensed consolidated cash flows for the nine months ended September 30, 2025 and 2024:
|
|
Nine Months Ended |
|
|
Change |
|
|
Change |
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||
Net cash used in operating activities |
|
$ |
(42,773 |
) |
|
$ |
(51,877 |
) |
|
$ |
9,104 |
|
|
|
(18 |
)% |
Net cash used in investing activities |
|
|
(30,227 |
) |
|
|
(16,726 |
) |
|
|
(13,501 |
) |
|
|
81 |
% |
Net cash (used in) provided by financing activities |
|
|
(35,926 |
) |
|
|
23,454 |
|
|
|
(59,380 |
) |
|
|
(253 |
)% |
Operating Activities
Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, working capital requirements related to inventory, accounts payable and general and administrative expenditures.
For the nine months ended September 30, 2025, net cash used in operating activities was $42.8 million, which included net loss of $119.5 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $6.2 million of net gains resulting from a change in fair value for contingent considerations and currency forward contracts, non-cash gain from extinguishment of debt of $2.6 million, and non-cash increases consisted of $50.6 million in share-based compensation expense and $30.4 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $4.7 million of cash, primarily driven by a decrease in accounts payable and an increase in prepaid expenses and other current assets, offset by a decrease in inventory, and an increase in accrued wages and related costs.
Cash used in operating activities during the nine months ended September 30, 2024 was $51.9 million, which included net loss of $109.8 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $27.5 million of net losses resulting from a change in fair value for contingent considerations and currency forward contracts, and non-cash increased consisted of $55.4 million in share-based compensation expense and $30.9 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $8.8 million of cash, primarily driven by an increase in inventory and a decrease in accrued expenses, offset by a decrease in accounts receivable and an increase in accounts payable.
Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2025 and 2024 was $30.2 million and $16.7 million, respectively. During the period ended September 30, 2025, the decrease in cash was due to the acquisition of emotion3D for $17.7 million, net of cash acquired, as well the purchase of capital expenditures for $12.5 million. During the period ended September 30,
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2024, the decrease in cash was primarily due to the acquisition of Kinetic for $3.2 million, net of cash acquired, as well as an increase in cash used of $12.5 million for the purchase of capital expenditures. We expect that we will make additional capital expenditures in the future, including licenses to various intangible assets, in order to support the future growth of our business.
Financing Activities
Net cash used in financing activities for the nine months ended September 30, 2025 was $35.9 million, which was primarily attributed to $26.8 million payments for repurchase of the 2027 Notes, $5.8 million of payments on financed software, and $2.5 million of payment in connection with the first contingent consideration under the Kinetic acquisition.
Net cash provided by financing activities for the nine months ended September 30, 2024 was $23.5 million, which was primarily attributed to $10.0 million of net proceeds from the issuance of the line of credit through Wells Fargo, $13.2 million of net proceeds from the issuance of Class A common stock through the ATM and $5.7 million of net proceeds from the issuance of a line of credit through the Bank of Ningbo Co., LTD, partially offset by payments of $2.0 million on debt obligations and payments of $4.4 million on financed software.
Future Material Cash Obligations
Following is a summary of our material cash requirements from known contractual and other obligations, including commitments for capital expenditures, as of September 30, 2025:
|
|
Future Estimated Cash Payments Due by Period |
|
|||||||||||||||||
Contractual Obligations |
|
Less than |
|
|
1 - 3 years |
|
|
3-5 years |
|
|
>5 years |
|
|
Total |
|
|||||
Debt obligations |
|
$ |
14,682 |
|
|
$ |
130,000 |
|
|
$ |
218,500 |
|
|
$ |
— |
|
|
$ |
363,182 |
|
Interest on debt obligations |
|
|
13,498 |
|
|
|
21,876 |
|
|
|
8,866 |
|
|
|
— |
|
|
|
44,240 |
|
Operating leases |
|
|
831 |
|
|
|
6,550 |
|
|
|
5,845 |
|
|
|
3,698 |
|
|
|
16,924 |
|
Holdbacks payable in cash |
|
|
1,970 |
|
|
|
1,000 |
|
|
|
— |
|
|
|
— |
|
|
|
2,970 |
|
Total contractual obligations |
|
$ |
30,981 |
|
|
$ |
159,426 |
|
|
$ |
233,211 |
|
|
$ |
3,698 |
|
|
$ |
427,316 |
|
In connection with our acquisitions, we may be required to make future payments or issue additional shares of our common stock to satisfy certain earn-out requirements under the acquisition agreements.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments in applying our most critical accounting policies that can have a significant impact on the results we report in our financial statements. The SEC has defined critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on a registrant’s financial condition or results of operations. Based on this definition, our most critical accounting estimates include revenue recognition, which impacts the recording of net revenue; business combinations, which impacts the fair value of acquired assets and assumed liabilities; and contingent considerations, which impact the fair value of assumed liabilities and the recording of other income (expense). We have other significant accounting policies that do not generally require subjective estimates or judgments or would not have a material impact on our results of operations. Our critical accounting policies and estimates are disclosed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
There have been no material changes to our critical accounting policies and estimates as disclosed in our Annual Report on Form 10-K filed for the year ended December 31, 2024.
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Recently Issued and Adopted Accounting Standards
We describe the recently issued and adopted accounting pronouncements that apply to us in Note 1 — Nature of Business and Basis of Presentation to our condensed consolidated financial statements presented herein.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Risk
We have international operations, giving rise to exposure to market risks from changes in currency exchange rates. Our primary foreign currency exposures are the Canadian dollar, Chinese yuan/Renminbi, Euro, British pound sterling and Israeli New Shekel. Foreign exchange gains and losses that resulted from our international operations are included in the determination of Net income (loss). The foreign currency translation exchange gain (loss) included in determining loss before income taxes was $0.0 million and $0.7 million for the three months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024 the foreign currency translation exchange gain (loss) included in determining loss before income taxes was $0.8 million. and ($0.1) million, respectively The year-over-year change was primarily related to the change in fair value of our currency forward contracts entered into during 2025. We also have intercompany loans with certain of our foreign subsidiaries that are long-term in nature. Repayments of such principal amounts are neither planned nor anticipated in the foreseeable future and are therefore treated analogous to equity for accounting purposes. As a result, the foreign exchange gains and losses on these borrowings are excluded from the determination of Net income (loss) and recorded as a component of Accumulated other comprehensive income (loss) in the consolidated balance sheets. A cumulative foreign currency translation loss of $10.3 million and $8.5 million related to our foreign subsidiaries is included in “Accumulated other comprehensive loss” within the Stockholders' Equity section of the condensed consolidated balance sheet at September 30, 2025 and 2024, respectively. The year-over-year change was primarily driven by the cumulative foreign currency translation loss recorded in relation to permanently invested intercompany loans as of September 30, 2025 as the exchange rate for the U.S. dollar fluctuates against foreign currencies. As our international operations grow, our risks associated with fluctuation in foreign currency rates will become greater, and we will continue to reassess our approach to managing this risk. In addition, currency fluctuations or a weakening U.S. dollar could increase the costs of our international expansion and operation. To mitigate the risk, we plan to enter into additional foreign currency forward contracts in the foreseeable future.
Investment and Interest Rate Risk
Our exposure to interest rate and general market risks relates principally to our investment portfolio, which consists of cash and cash equivalents and restricted cash (money market funds and marketable securities purchased with less than ninety days until maturity) and restricted cash that totals approximately $171.2 million as of September 30, 2025.
The main objectives of our investment activities are liquidity and preservation of capital. Our cash equivalent investments have short-term maturity periods that dampen the impact of market or interest rate risk. Credit risk associated with our investments is not material because our investments are diversified across securities with high credit ratings.
Given the objectives of our investment activities, and the relatively low interest income generated from our cash, cash equivalents, and other investments, we do not believe that investment or interest rate risks currently pose material exposures to our business or results of operations even in the current environment of rising interest rates.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer, who is our Principal Executive Officer and acting Principal Financial Officer, has conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2025 and based on this evaluation, have concluded that our disclosure controls and procedures were effective as of September 30, 2025 at a reasonable assurance level.
Per Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the
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issuer’s management, including its Principal Executive Officer and acting Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
In designing and evaluating disclosure controls and procedures, our management recognizes that any system of controls, however well designed and operated, can provide only reasonable assurance, and not absolute assurance, that the desired control objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals in all future circumstances. Accordingly, our disclosure controls and procedures must be designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15d during the quarter ended September 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. The outcome of litigation is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. In addition, regardless of the outcome, such proceedings or claims can have an adverse impact on us, which may be material because of defense and settlement costs, diversion of resources and other factors.
ITEM 1A. RISK FACTORS
The business, financial condition, and operating results of the Company can be affected by many factors, whether currently known or unknown, including but not limited to those described in Part 1, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 3, 2025 under the heading “Risk Factors,” any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past or our anticipated future financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results, and stock price.
For the quarter ended September 30, 2025, there were no material changes to the Company’s risk factors disclosed under the heading “Risk Factors” in Part 1, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, except as disclosed below.
Risks Related to the Potential Wuxi Divestiture
The pendency of the Wuxi Divestiture may have an adverse effect on our business, financial condition, operating results and stock price.
We are subject to risks in connection with the pendency of the Wuxi Divestiture. The occurrence of any of the following events individually, or in combination, could materially and adversely affect our business, financial condition and operating results:
In addition, we have incurred, and will continue to incur, costs, expenses and fees for professional services in connection with the Wuxi Divestiture, and such costs, expenses and fees are payable by us regardless of whether the Wuxi Divestiture is consummated.
Our and United Faith’s obligations to consummate the Wuxi Divestiture are subject to the satisfaction or waiver of certain closing conditions, including, but not limited to, (i) receipt of shareholder approval of the purchase of all of the outstanding equity of Wuxi by United Faith’s shareholders and (ii) the receipt of all required regulatory approvals of the sale of Wuxi, including approval by the Shenzhen Stock Exchange and the China Securities Regulatory Commission. There can be no assurance that the conditions to the completion of the Wuxi Divestiture will be satisfied in a timely manner or at all, that the requisite governmental approvals will be obtained, or that the governmental entities from which these approvals are required will not impose conditions on the completion,
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or require changes to the terms of, the Wuxi Divestiture. Any such conditions or changes could have the effect of jeopardizing or delaying completion of the Wuxi Divestiture.
If the Wuxi Divestiture is not completed, our stock price could fall to the extent that our current price reflects an assumption that the Wuxi Divestiture will be completed. Failure to complete the Wuxi Divestiture could negatively affect our stock price and may result in negative publicity and a negative impression of us in the investment community.
Reporting Wuxi as “discontinued operations” may negatively impact our business, financial condition and operating results.
During the period between entering into the Wuxi Asset Purchase Agreement and prior to closing the Wuxi Divestiture, the divestiture of Wuxi will meet the criteria to be reported as discontinued operations when we determine within the requisite period under applicable accounting guidance that it is probable that United Faith will receive all necessary local regulatory approvals.
For the three and nine months ended September 30, 2025, Wuxi accounted for 43% and 39% of our consolidated revenue and approximately 11% and 12% of our consolidated operating expenses for each period, respectively. Further, as of September 30, 2025, Wuxi accounted for approximately 10% and 2% of our consolidated total assets and total liabilities, respectively. Following any deconsolidation of Wuxi, we will no longer include any financial results of Wuxi in our future consolidated financial statements.
The Wuxi Divestiture may result in an impact to our future earnings if we are unable to offset the dilutive impact from the loss of revenue associated with Wuxi, which could have a material adverse effect on our results of operations and financial condition.
Additionally, if the Wuxi Divestiture is completed, we may face burdensome local and foreign tax consequences or restrictions on repatriating the cash consideration due both to the complexity of our corporate structure and multiple tax regimes as well as changes in, or new interpretations of, international tax treaties and structures.
Litigation filed against us or United Faith could prevent or delay, or result in the payment of damages following, the completion of the Wuxi Divestiture.
We and members of our Board of Directors may in the future be parties, among others, to various claims and litigation related to the pending Wuxi Divestiture. The results of complex legal proceedings are difficult to predict and could delay or prevent the Wuxi Divestiture from becoming effective in a timely manner. Moreover, any future additional litigation could be, time consuming and expensive, could divert management’s attention away from indie's ongoing business, and, if any potential future lawsuit is adversely resolved, could have a material adverse effect on our financial condition and cash flows.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.
Not applicable.
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ITEM 6. EXHIBITS.
(d) Exhibits
Exhibit Number |
|
Description of Exhibit |
2.1 |
|
Master Transactions Agreement, dated effective December 14, 2020, by and among Surviving Pubco, Thunder Bridge II, the Merger Subs named therein, indie, the ADK Blocker Group, ADK Service Provider Holdco, and the indie Securityholder Representative named therein, and also included as Annex B-1 to the proxy statement/prospectus (previously filed as Exhibit 2.1 of Form 8-K filed by Thunder Bridge II with the SEC on December 15, 2020) |
2.2 |
|
Amendment to Master Transactions Agreement, dated effective May 3, 2021, by and among Surviving Pubco, Thunder Bridge II, the Merger Subs named therein, indie, the ADK Blocker Group, ADK Service Provider Holdco, and the indie Securityholder Representative named therein (previously filed by Thunder Bridge II as Exhibit 2.2 of Form S-4/A filed with the SEC on May 4, 2021) |
2.3 |
|
Share Purchase Agreement, dated as of August 27, 2021, by and among indie, TeraXion, Purchaser and certain stockholders of TeraXion and their ultimate beneficial owners (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the registrant with the SEC on September 2, 2021) |
2.4 |
|
Agreement and Plan of Merger, dated as of February 9, 2023, by and among indie, GEO, Merger Sub and Shareholder Representative Services LLC, as Securityholders’ Agent (incorporated by reference to Exhibit 2.1 of indie’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2023) |
2.5 |
|
Share Sale and Purchase Agreement, dated as of September 18, 2023, by and among indie Semiconductor, Inc., Ay Dee Kay Ltd., and all the stockholders of Exalos AG (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by the registrant with the SEC on September 18, 2023) |
2.6 |
|
Asset Purchase Agreement between United Faith Auto-Engineering Co., Ltd. And Ay Dee Kay LLC dated October 27, 2025 (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by the registrant with the SEC on October 28, 2025) |
3.1 |
|
Amended and Restated Certificate of Incorporation of indie Semiconductor, Inc., filed with the Secretary of State of Delaware on June 5, 2025 (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by the registrant with the SEC on June 6, 2025) |
3.2 |
|
Amended and Restated Bylaws of indie Semiconductor, Inc. (incorporated by reference to Exhibit 3.2 of the Form 8-K filed by the registrant with the SEC on June 16, 2021) |
31.1 |
|
Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 |
|
Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32 |
|
Certification 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 With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
INDIE SEMICONDUCTOR, INC. |
||
|
|
|
|
November 7, 2025 |
By: |
/s/ Donald McClymont |
|
|
|
Name: |
Donald McClymont |
|
|
Title: |
Chief Executive Officer, Acting Principal Financial and Accounting Officer, and Duly Authorized Officer |
|
|
|
|
50
FAQ
What was INDI’s Q3 2025 revenue?
Total revenue was $53.676 million, essentially flat year over year.
What was indie Semiconductor’s Q3 2025 net loss and EPS (INDI)?
Net loss attributable to the company was $38.289 million, or $0.19 per share.
How much cash and debt did INDI report at quarter end?
Cash and cash equivalents were $160.873 million; long‑term debt (non‑current) was $339.146 million.
What are the key terms of the emotion3D acquisition?
Cash consideration of $17.673 million, preliminary contingent consideration of $7.287 million tied to revenue milestones through February 28, 2027, and holdbacks totaling $2.970 million.
What restructuring costs did INDI record in Q3 2025 and year to date?
Restructuring costs were $1.042 million in Q3 and $8.149 million for the nine months ended September 30, 2025.
What capacity remains under INDI’s at‑the‑market (ATM) program?
Approximately $59.813 million was available as of September 30, 2025; there was no Q3 2025 ATM activity.
How many INDI shares were outstanding near period end?
As of November 3, 2025, Class A shares outstanding were 202,611,253 (excluding 1,725,000 in escrow) and Class V were 17,021,247.
