Adeia Inc.

us as we share with you details of our quarterly financial results. With me on the call today are Paul Davis, our President and CEO, and Keith Jones, our CFO. Paul will share with you some general observations regarding the quarter, and then Keith will give further details on our financial results and guidance. We will then conclude with a question and answer period. In addition to today's earnings release, there is an earnings presentation which you can access along with the webcast in the IR portion of our website. Before turning the call over to Paul, I would like to provide a few reminders. First, today's discussion contains forward-looking statements that are predictions, projections, or other statements about future events, which are based on management's current expectations and beliefs, and therefore subject to risks, uncertainties, and changes in circumstances. For more information on the risks and uncertainties that could cause our actual results to differ materially from what we discussed today, please refer to the risk factors section in our SEC filings, including our annual report on Form 10-K and our quarterly report on Form 10-Q. Please note that the company does not intend to update or alter these forward-looking statements to reflect events or circumstances arising after this call. To enhance investors' understanding of our ongoing economic performance, we will discuss non-GAAP information during this call. We use non-GAAP financial measures internally to evaluate and manage our operations. We have therefore chosen to provide this information to enable you to perform comparisons of our operating results as we do internally. We have provided reconciliations of these non-GAAP measures to the most directly comparable GAAP measures in the earnings release, the earnings presentation, and on the investor relations section of our website. A recording of this conference call will be made available on the investor relations website at adia.com. Now, I'd like to turn the call over to our CEO, Paul Davis.

Thank you, Chris, and thank you everyone for joining us today. Our third quarter revenue of $87.3 million was in line with our expectations and we remain confident in the strength of our business. Importantly, our non-pay TV recurring revenue was up 31% year over year for the third quarter. Let me first address the change to our revenue guidance we announced this morning. While we continue to have passed to achieve our original revenue guidance range for the year, we have taken a prudent approach and adjusted our 2025 full year revenue guidance primarily to reflect that we have now filed litigation against AMD and closing a license agreement in the fourth quarter as previously expected is now unlikely. We have continued to make good progress on other significant deals in our pipeline, and we remain focused on getting the best economics we can over the long term. Our revised revenue guidance range reflects multiple opportunities that we are actively pursuing. To the extent that they don't close in 2025, they become a strong catalyst to growth in 2026. Before I get into the details of the third quarter results, I want to cover today's announcement regarding our litigation against AMD for patent infringement. I will also provide a brief update on the progress we have made in our other pending litigation. This morning we issued a press release announcing we filed multiple patent infringement lawsuits against AMD in the Western District of Texas. Our decision to file litigation was not taken lightly and followed significant efforts to reach a business resolution. The action we took today reflects our firm commitment to ensure we realize appropriate value for our substantial investments we have made in our foundational semiconductor technology. For years, AMD's products have incorporated and made extensive use of our patented semiconductor technologies. which have enabled them to be a market leader in the semiconductor industry, including those related to hybrid bonding and advanced process nodes. We sought to enter into a license agreement with AMD, and we have been referencing this opportunity since last year and have been pursuing a deal for even longer. Despite our efforts to reach a business resolution, AMD continues to use Adia's patented semiconductor innovations without authorization. The lawsuits we filed today seek to stop this unauthorized use and include patents covering hybrid bonding and advanced process node technologies. Our hybrid bonding technology is used in AMD's most advanced semiconductor products, including those for AI workloads, data centers, and high performance cloud computing. Our advanced process node technology is used in the vast majority of AMD's current semiconductor products. We believe in the strength of our patent portfolio. the value of our innovations, and we are committed to protecting our intellectual property. We are confident in our ability to achieve a positive outcome. Turning to the progress in our other pending litigation. It has been a year since we filed litigation against Disney and the cases have been progressing well and collectively better than we expected. First, in Delaware, the court denied Disney's motion to dismiss certain of the patents in the case. As such, the litigation will continue to proceed on all six patents. In Brazil, our request for a preliminary injunction was granted and further upheld on appeal. We have initiated enforcement proceedings on the injunction. In Europe, The three cases are proceeding as planned and are all scheduled to go to trial in the first quarter of 2026. I am optimistic about this early progress in our Disney litigation, and our goal remains to ultimately reach an agreement with Disney that fairly values our intellectual property. Turning to Shaw. the court recently ruled in our favor and denied Shaw's motion to dismiss our breach of contract case, meaning the litigation will now move forward. In our patent litigation case against Videotron, we recently received a positive ruling from the court. While details of the decision are still confidential, we are pleased that the court found two of the four patents in the case are valid and infringed. Further, the court awarded damages with respect to both patents and an injunction with respect to one of them. Finally, in our patent litigation against Bell, we expect a ruling in the second or third quarter of 2026. Now for some additional commentary on our business results. During the third quarter, we closed two long-term license agreements. One was a renewal with Altice, one of the largest broadband and video service providers in the United States, for access to our media portfolio. The agreement supports their optimum services, including broadband, cable television, and OTT streaming platforms, ensuring subscribers enjoy advanced content discovery and navigation experiences. The second agreement was with a new e-commerce customer also for access to our media portfolio. We have now signed four e-commerce customers since entering this exciting new market last year, and we anticipate many more in the coming quarters. We recently celebrated our third anniversary as a standalone company, and I am tremendously proud of all we have accomplished. The separation unleashed the opportunity for us to expand our pipeline and grow as an independent organization. We have continued to expand beyond PayTV, which has been our core business historically, and into new growth opportunities in semiconductors, OTT, social media, and e-commerce. License agreements we have signed in these verticals are now driving growth in our non-PayTV recurring revenue stream. In the third quarter, our non-PayTV recurring revenue was up 81% since separation, providing evidence of our early success in these new verticals. This growth includes new agreements with large semiconductor companies such as SanDisk, Kyoksha, and STMicroelectronics, and OTT deals with Amazon, Paramount, and Starz, and social media and consumer electronics deals with X, Samsung, LG, and Canon. We have also renewed key pay TV deals with customers such as Altice, Verizon, and Cox, which we've had relationships for many years and have renewed time and time again. These deals provide a solid foundation from which we can grow as we add new customers. One of our key priorities at Separation was to grow our IP portfolio. Growing our portfolio adds value to help secure new customers and renewals, which drive ongoing recurring revenue. At the time of separation, we had approximately 9,500 patent assets. With a commitment to expand and evolve our portfolio, we have seen our portfolio increase to over 13,000 patent assets, reflecting an impressive growth of over 35%. The vast majority of this growth has been from internal R&D, focused on new patent filings and OTT, AI, hybrid bonding, and thermal management. Additionally, we have built a positive, healthy culture and have been widely recognized as a leading innovator. We were named one of the best places to work by US News and World Report for two years in a row, and one of the world's most trustworthy companies by Newsweek. We were honored that Audia's hybrid bonding technology received the best of show award for the most innovative technology at the Future of Memory and Storage Conference in August. This recognition is a strong validation of the dedication, innovation, and technical excellence our team brings to advancing the future of memory and storage solutions. But our accomplishments don't end there because all of this contributes to our financial success. Our highly cash-generative business model has provided the strength to execute on our balanced capital allocation approach as we have continued to pay our dividend, deleverage our balance sheet, repurchase stock, and make tuck-in acquisitions of strategic patent portfolios. It has truly been a remarkable period for Adia, and I'm excited about the road that lies ahead. Our goal since separation has been to deliver sustainable long-term revenue growth, and we are making excellent progress as evidenced by our non-pay TV recurring revenue growth. Our disciplined balanced capital allocation strategy continues. And during the third quarter, we made debt payments of $11.1 million, continuing our commitment to pay down our debt at an accelerated rate. We have paid down an impressive $312 million of our debt since separation. Our accomplishments have put us on a trajectory for long-term success, and I'm truly grateful for all the hard work and dedication from our team. With that, I'll turn the call over to Keith for a review of our financial performance. Keith.

Thank you, Paul. I'm pleased to be speaking with you today to share details of our third quarter 2025 financial results. During the third quarter, we delivered revenue of $87.3 million, driven by the execution of two long term media license agreements. This includes signing a significant renewal with Altice, further extending our long term relationship with them. I'm also proud to announce the addition of another e-commerce customer as we continue to gain momentum in this growing market. We have now signed license agreements with four new e-commerce customers within a relatively short period of time, and we have built and are actively engaged with a large pipeline of additional opportunities. Now I would like to discuss our operating expenses, for which I'll be referring to non-GAAP numbers only. During the third quarter operating expenses were $37.1 million, a decrease of $3.5 million or 9% from the prior quarter. Research and development expenses modestly increased $117,000 or 1% from the prior quarter. Selling general administrative expenses decreased $1.6 million or 8% from the prior quarter, primarily due to a decrease in corporate administrative expenses as well as lower personnel costs. These decreases align the cost saving initiatives that we previously highlighted. Litigation expense was $5.2 million, a decrease of $2 million or 28% compared to the prior quarter. primarily due to lower spending on Canadian matters, which was partially offset by increased spending on Disney and AMD litigation. Interest expense during the third quarter was $10.1 million, a decrease of $162,000, primarily attributable to our continued debt repayments. Our current effective interest rate, which includes amortization of debt issuance costs, was 7.8%, consistent with the prior quarter. Other income was $1.5 million and was primarily related to interest earned on our cash and investment portfolio and due to interest income recognized on revenue agreements with long-term billing structures under ASC 606. Our adjusted EBITDA for the third quarter was $50.7 million, reflecting the adjusted EBITDA margin of 58%. depreciation expense for the quarter was $479,000. Our non gap income tax rate remained at 23% for the quarter. Our income tax expense consists primarily of federal and state domestic taxes, as well as Korean withholding taxes. Now for a few details on the balance sheet. We ended the third quarter with $115.1 million in cash, cash equivalents, and marketable securities, and generated $17.8 million in cash from operations. We have made $11.1 million in principal payments on our debt in the third quarter and ended the quarter with a term loan balance of $447.8 million. Our highly cash-generative business model and our disciplined focus on deleveraging our balance sheet have produced outstanding results. Since separation, we have now paid down $311.6 million as we continue to focus on deleveraging our balance sheet. During the third quarter, we paid a cash dividend of five cents per share of common stock. Our board also approved a payment of another five cents per share dividend to be paid on December 15th to shareholders of record as of November 24th. Now I will go over our guidance for the full year 2025. As Paul noted in his remarks, today we have filed litigation against AMD for patent infringement. In our prior calls, we had referenced our anticipation of signing a license agreement with a semiconductor company, which was in fact AMD. After a long negotiation period, we have reached an impasse, which has resulted in litigation. This anticipated license agreement was included in our prior guidance, as we have previously mentioned. As a result of the litigation, we have filed, we are adjusting our 2025 revenue guidance to reflect the likelihood that we will not close AMD this year. We are committed to obtaining the appropriate economics on each and every deal, which is of paramount importance to us and will continue to remain disciplined on this front to maximize the long term potential of audio. Accordingly, our new 2025 revenue guidance range is $360 to $380 million. I would like to emphasize that our pipeline remains strong and is growing. We continue to have many paths to success, and the ultimate outcome of our short-term revenue outlook is largely due to the execution timing of that pipeline. I would like to mention that there still remains opportunities which could potentially result in revenue beyond the noted range for 2025. To the extent that these opportunities do not close this year, they will be act as a catalyst for a strong 2026. With this momentum and supported by our pipeline, we foresee revenue growth in 2026. Turning to our operating expenses, as a result of our ongoing cost-saving initiatives, we have now lowered our overall operating expense guidance. Our operating expenses are now expected to be in the range of $160 to $164 million. Our expense guidance includes the expected costs associated with our litigation with Disney and now AMD. Relative to our Q3 litigation expense, we would anticipate litigation expense to increase by approximately $3 million in Q4. We expect interest expense to be in the range of $40 to $41 million. We expect other income to be in the range of $5.5 to $6.5 million. We expect a resulting adjusted EBITDA margin of approximately 56%. We expect the non-GAAP tax rate to remain consistent at roughly 23% for the full year. We also expect capital expenditures to be approximately $2 million for the full year. As we reach our three year anniversary of being a standalone publicly traded company, I reflect and take pride in the progress we have made in our business. These achievements are driven by the dedicated efforts of our employees who work tirelessly to shape and execute our collective vision. Our long term prospects remain strong, and the cumulative efforts we have made thus far will be a springboard for our future success. That brings an end to our prepared remarks. And with that, I'd like to turn the call over to the operator to begin our question and answer session. Operator?

Thank you. We will now begin the question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad to raise your hand and join the queue. And if you would like to withdraw your question, again, press star 1. We do ask that you limit yourself to one question in one follow-up. For any additional questions, please re-queue. And your first question comes from the line of Scott Cyril with Roth Capital. Please go ahead.

Hey, good afternoon for taking my questions. Quick clarification and then two questions. Keith, I'm not sure if I heard any of one-time catch-up fees in the quarter. I'm wondering if you could clarify that, and I assume it would all be related to media. And as we're looking out to the fourth quarter, a wide range of outcomes there depending on when deals get signed. I wonder if you could provide a little bit more color in terms of the size, the types of deals in the pipeline. I think you've talked a lot about e-commerce comprising that, but in particular, I'd like to know what you guys are thinking about recurring revenue, how that moves sequentially from the third quarter to fourth quarter, and maybe an early shot at 26 of how you see recurring media revenue growing in 26. And I had one follow-up.

Sure, Scott. Great question. So the recurring revenue in Q3 was very modest. That amount was about $1 million. And as you kind of know, what we talked about, we had one new license agreement, one renewal. So that fundamentally that amount came from both of those agreements. And so nothing really to note there. And I think quite candidly, that really speaks to the overall stability of our recurring revenue. And if you kind of go through and do that math, that gives us a recurring revenue number that's in the mid 80s. Now, what I like to see, and when I take a look at our forecast, is that not only is that a strong foundation, but there's a number of agreements that we have, not only in media, but also in our semiconductor side, that's going to have a little bit of an uplift for us in that regard. So just from that backlog, that we'll see it crossing approximately $90 million in Q4. So I think that's a good springboard of kind of thinking about just the overall stability of the business. As you know, in Q1, we have one particular agreement on our semiconductor business where there's, just based on how we structured the agreements in the past, there's a little bit of a short-term adjustment simply because of revenue recognition rules. But then that, quite frankly, levels out when you get into Q2 and beyond. And then, so we're seeing really strength in that recurring revenue business. kind of going forward. In terms of the quality of the pipeline, I can kind of turn it over to Paul and he can give a little color on that.

Sure. Thanks, Scott. Appreciate the question. You know, I think we're very pleased, you know, with our pipeline as we, Keith and I both noted in our prepared remarks, both on the semiconductor side of the business and the media side of the business. It remains quite strong. You know, one thing I would just highlight is that, you know, when when things do move to the right the opportunities are not lost right we still see, you know, all of the opportunities that we saw last quarter earlier in the year still in front of us and still achievable. But, you know, there is there is a timing element and what we focus on. is getting, you know, the right deal done, uh, for the, for the longterm, uh, for, for Adia and its stakeholders. And so sometimes that does mean things do shift to the right, but the opportunities are not lost. And if they do move into 2026, it does mean, you know, uh, for some significant growth, uh, that we could see in 2026, um, as compared to 2025.

Great. Very helpful. Um, Keith, if I could just quickly follow up then, um, That means that the semiconductor revenue, I think it was $5.2 million in that ballpark, was up sequentially from a recurring standpoint, I guess driven by the 3D NAND opportunity. And then just to dive in on AMD, I'm wondering, Paul, could you just lay out the timelines and the milestones that we could expect in terms of how this litigation would progress? And as part of that then, how is that impacting or not impacting the dialogue with other semiconductors out there particularly as it relates to the logic opportunity with chip-led opportunities. Thank you.

Yeah. Thanks, Scott. I'll address your question first. And then, you know, I think on the question that you asked, Keith, I'll let him follow up. But I think it's, you know, it is up. You're correct to confirming that. So on your question in terms of AMD and timing, You know, I'll note we filed two cases today, both in the Western District of Texas. You know, those cases we would anticipate going to trial, all things, you know, going according to schedule sometime in 2027, although it's very early. We just filed it today. So I would caveat that. I would also note that there is, you know, a government shutdown going on right now, which does, you know, did impact, you know, some of the jurisdictions that may be available to us. And so there might be additional jurisdictions that would open up to us as the government opens up as well. So I would stay tuned on terms of the milestones, but we feel really good about the case that we filed. 10 patents is pretty substantial. Seven of them are hybrid bonding patents. I would also note that of the 10 patents, eight of them do not expire until mid 2030 or beyond. So these are very significant patents in our portfolio. They go out for quite some time. And as we noted on the call, They really cover collectively virtually all of AMD's products, including really all of their most advanced GPUs as well.

And Scott, as you mentioned, you hit the nail on the head. That increase, we did see an increase in semiconductor production. And we're really excited about it. And once again, you're spot on. What you've been hearing about and seeing in the industry in terms of that growth and strength in the NAND market is showing up in our financial results. And we actually see that momentum carrying into Q4 for us as well. Great. Thanks so much.

Your next question comes from the line of Hamad Korsand with BWS Financial. Please go ahead.

Hi. So the first question is, could you just reconcile some of the commentary you've made last quarter and this quarter? I mean, last quarter on the call, you had said there was so much opportunity for that you wouldn't need AMD and you could still hit the up end of the guidance. But then this quarter you're coming out and reducing guidance because you don't have AMD. And then right now you're saying that you met the guidance, your expectations for Q2 or for Q3. Well, if that was the case, why didn't you provide guidance? Because the street was at a hundred million. So I'm just trying to understand everything that's going on.

So, Hamed, a few things. As you know, we provide annual guidance only. We do not provide quarterly guidance, so it would be unusual for us to provide quarterly guidance. Second, in terms of the statements last quarter, those statements remain true, right? We have a robust pipeline, right, that we feel like we've got a number of opportunities. As Keith and I both noted, we still have opportunities today to hit above the revised guidance range including getting into the original guidance range. However, given the time of year, and the number of paths have narrowed, given the AMD litigation so that that is also true. And so we are taking a prudent approach at this time given that we are now in November. of taking the guidance range down. But we still believe that the opportunities lay ahead for us and that we have, whether they land in 25 or they land in 2026, we have significant opportunities in front of us in both our media and semiconductor businesses that we're very excited about.

Okay, and then just so I understand, what's there in the pipeline that gives you confidence that you could see revenue lift by about $20 million in the quarter that hasn't happened at all throughout this year?

Sure. So, Hamed, as you know, we do very large deals, right? These are deals that often are, you know, they can be in the nine figures even, right? And they can take time. They can be very complicated to negotiate. Often at times we're dealing with, you know, parties that have to go get approval from, you know, the highest levels of their own companies. Right. And so sometimes that can be a challenge in terms of navigating negotiations. the exact timeline. That being said, we are having, you know, very good discussions with multiple parties in both our media and semiconductor parts of our business that give us confidence. And so, you know, we've got on the table, right? So when we think about it, obviously we filed litigation against AMD. We've got outstanding litigation against Disney. We've got Canadian operators. We have large OTT opportunities that remain unlicensed today. There are additional opportunities semiconductor opportunities that we are pursuing as well. And so when we look at it holistically, there are a number of opportunities that we have been pursuing for quite some time. I'm not going to be able to get into the details of exactly what they are, but holistically, when we look at all of them, it gives us a lot of confidence on our ability to execute and bring those deals in. um it's a matter of timing whether they happen in 25 or 26 and that's where you're getting that that difference between um where where they fall in the change in revenue guidance okay thank you your next question comes from the line of matthew galenko with maxim group please go ahead

Hi, good afternoon, and thank you for taking my question. I'm curious if there are any implications for other possible deals or renewals in the semiconductor pipeline, given the litigation announcement with AMD.

Yeah, and a similar question that Scott asked that I didn't address. So thank you for bringing that up, Matt. You know, we're very excited about the adoption cycle of hyperbonding right now. You're hearing more and more adoption, especially in the logic space. And then as you look out further with HBM and also in NAND, that we see more and more adoption coming down the pipeline. uh in 27 and beyond in particular for the memory market and for next year for the logic market and when you again when you look at the cases we filed today seven of the ten patents are hybrid bonding related and so um that is very exciting to us in terms of you know the breadth of our portfolio and the relevance to uh really these these advanced uh semiconductors uh and the use of of our technology that we have uh invented and so We're very excited about what that pipeline can be. Now, AMD was ahead of the curve in terms of adoption of hybrid bonding. So their first products came out in 2022. The rest of the logic market is a bit behind, but you've got a number of companies that have announced intentions of launching products in 2026 and beyond that we believe will utilize hybrid bonding in our technology as well.

Got it. Thank you. And maybe if I could just ask a follow-up. I realize it's still sort of early in the planning cycle for 26, but to the extent that you expect some of these opportunities to land and that you seem to have a pretty high level of confidence that 2026 will be a growth year in terms of revenue. So to that end, do you expect for operating expenses to follow the revenue trend line or Will you sort of keep a pretty tight lid on spending for the foreseeable future?

Amen. I think that's a great question. So when we take a look at where that could be, you know, we feel good about that pipeline and what that represents from a top line perspective. And, you know, frankly, what we see out there and some of the numbers that have been published, that's something that we think is achievable with the pipeline that we have for all intents and purposes. From a spending perspective, we will continue to invest in the business, but at a modest rate. So that increase that we foresee in revenue would not be consumed by incremental spending at a significantly higher level. We will still be very smart. We need to grow our portfolio. The strength of our portfolio pays off dividends in terms of the new deals. And I'll tell you, quite frankly, even in the litigation that we filed. So our investment, our portfolio, quite frankly, is a testimony to the strength of that underlying technology. And for those who might not be informed, filing 10 patents says a lot. says an absolute lot. And in general terms, what you find is typically people file five patents in terms of litigation, but the amount of investment that we've made really speaks to that strength because quite frankly, there's a lot more that we have that are significant in strength. So, and that is only comes from our investment in our R&D. With that being said, we'll continue to grow our portfolio. We would expect our EBITDA margins to be in that 60th percentile that we've kind of grown close to or very close to it. And then once again, just having tremendous cash generation from our business. One thing to note that we're quite proud of, since separation, we have generated over $500 million in cash from operations. So when we say we have a cash-driven business model, the proof is in the pudding of those financial results.

Your next question comes from the line of Madison DePaola with Rosenblatt Securities. Please go ahead.

Hi, this is Madison calling on behalf of Kevin Cassidy. And I was just wondering what the timeline for licensing rapid cool was. And also, I know that Microsoft has recently announced a cooling technique called microfluidics. How is that different from rapid cool?

Hey, Maddie, thanks for the question. Good to hear you on the call. Yeah, so first of all, as we noted last call, you know, rapid cool is something that we see as a revenue opportunity in the kind of mid to long term. And so, you know, we are still working with customers and partners on the rollout of that. And we're very encouraged since our rollout to the public last quarter, we got a lot of positive feedback. feedback on it and we've increased the number of engagements that we have, but it remains, you know, a project right now that we are still in the early phases of, you know, and one that we're very excited about. So, you know, still early days, but one that we see obviously a tremendous opportunity and, you know, Our solution, again, it's one where we're directly bonding a cold plate to the chip, right? And the solution is, I understand it, and again, I'm not a world expert in this, but in Microsoft's solution, from what I've seen that they were talking about, is etching in the chip, which we think has some technical challenges that our solution does not have. I'm happy to discuss that further offline, but, you know, I think we do see it as a pretty different solution than what we're offering. And ours is more, we believe, more plug and play and something that can be adopted by the industry, you know, relatively quickly, as quickly as at least the semiconductor industry adopts new technologies.

Okay, great. Thank you, guys.

And that concludes the question and answer session. I will now turn it back over to Chris for closing comments.

I actually thank you, operator, and thanks to everyone for being with us today. I would like to thank our employees as we celebrate our third anniversary as a standalone company. Later this month, we'll be attending the Wells Fargo Annual TMT Summit. We look forward to seeing you at this and other upcoming events. Thank you.

Ladies and gentlemen, this does conclude today's conference call. Thank you for your participation, and you may now disconnect.