Press Release: indie Reports Third Quarter 2025 Results

Dow Jones
2025/11/07
   -- Delivers third quarter revenue of $53.7 million 
 
   -- Tier 1 partner introduces Gen8 radar product incorporating indie's radar 
      chipset 
 
   -- Updates strategic backlog to $7.4 billion 
 
   -- Commenced supply to Humanoid Robotics market leaders 
 
   -- Appoints Naixi Wu as Chief Financial Officer 
ALISO VIEJO, Calif.--(BUSINESS WIRE)--November 06, 2025-- 

indie Semiconductor, Inc. (Nasdaq: INDI), an automotive solutions innovator, today announced third quarter results for the period ended September 30, 2025. Q3 revenue was $53.7 million with Non-GAAP gross margin of 49.6 percent. On a GAAP basis, third quarter 2025 operating loss was $38.3 million compared to $49.9 million a year ago. Non-GAAP operating loss for the third quarter of 2025 was $11.3 million, compared to $16.8 million a year ago, representing continued progress toward profitability. Third quarter 2025 GAAP loss per share was $0.19, while Non-GAAP loss per share was $0.07.

"indie delivered solid performance in Q3 while executing important strategic initiatives," said Donald McClymont, indie's co-founder and chief executive officer. "Our strategic backlog increased to $7.4 billion, demonstrating the strength of our design-win momentum across ADAS and adjacent industrial markets including quantum and robotics. Additionally, the recent Gen8 radar product launch incorporating indie's radar chipset by our Tier 1 partner represents a momentous milestone for us."

Business Highlights

   -- Expanded strategic backlog to $7.4 billion, driven by ADAS and industrial 
      design wins 
 
   -- Tier 1 partner released Gen8 radar product incorporating indie's 77 
      gigahertz technology 
 
   -- Commenced supply to both the U.S. and China market leaders in humanoid 
      robots 
 
   -- Robotaxi design win with North American self-driving OEM 
 
   -- Launched DFB laser products with 10x lower frequency noise for quantum 
      computing applications 
 
   -- Shipped first connectivity ICs to leading North American EV manufacturer 
      for first half 2026 production 

Q4 2025 Outlook

We provide guidance on a non-GAAP basis only because certain information necessary to reconcile such results and guidance to GAAP is difficult to estimate and dependent on future events outside of our control and, therefore, is not available without unreasonable efforts. Please refer to the header captioned "Discussion Regarding the Use of Non-GAAP Financial Measures" in this release for a further discussion of our use of non-GAAP measures.

For the fourth quarter of 2025, indie expects revenue between $54 million and $60 million, or $57 million at the midpoint, with Non-GAAP gross margin in the range of 46% to 47%. indie estimates that shortages in the supply of package substrates negatively impacted its fourth quarter revenue outlook by approximately $5 million.

indie's Q3 2025 Conference Call

indie Semiconductor will host a conference call with analysts to discuss its third quarter 2025 results and business outlook today at 5:00 p.m. Eastern time. To listen to the conference call via the Internet, please go to the Events & Presentations tab on the Investors page of indie's website. To listen to the conference call via telephone, please call (877) 451-6152 (domestic) or (201) 389-0879 (international), Conference ID: 13756009.

A replay of the conference call will be available beginning at 9:00 p.m. Eastern time on November 6, 2025, until 11:59 p.m. Eastern time on November 20, 2025, under the Events & Presentations tab on the Investors page of indie's website, or by calling (844) 512-2921 (domestic) or (412) 317-6671 (international), Access ID: 13756009.

About indie

Headquartered in Aliso Viejo, CA, indie is empowering the automotive revolution with next generation semiconductors, photonics and software platforms. We focus on developing innovative, high-performance and energy-efficient technology for ADAS, in-cabin user experience and electrification applications. Our mixed-signal SoCs enable edge sensors spanning Radar, LiDAR, Ultrasound, and Computer Vision, while our embedded system control, power management and interfacing solutions transform the in-cabin experience and accelerate increasingly automated and electrified vehicles. As a global innovator, we are an approved vendor to Tier 1 partners and our solutions can be found in marquee automotive OEMs worldwide.

Please visit us at www.indie.inc to learn more.

Safe Harbor Statement

This communication contains "forward-looking statements" (including 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 can be identified by words such as "will likely result," "expect," "anticipate," "estimate," "believe," "intend," "plan," "project," "outlook," "should," "could," "may" or words of similar meaning and include, but are not limited to, statements regarding our future business and financial performance and prospects, including statements regarding our strategic backlog and its conversion into revenue, continued progress towards profitability, the strength of our design-win momentum in ADAS and adjacent industrial markets including quantum and robotics, and the estimated negative impact of substrate shortages to revenue. Such forward-looking statements are based upon the current beliefs and expectations of our 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 results included in such forward-looking statements. In addition to the factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, as supplemented by our Quarterly Reports on Form 10-Q and in our other public reports filed with the SEC (including those identified under "Risk Factors" therein), the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: macroeconomic conditions, including inflation, rising interest rates and volatility in the credit and financial markets, our reliance on contract manufacturing and outsourced supply chain and the availability of semiconductors and manufacturing capacity; competitive products and pricing pressures; our ability to win competitive bid selection processes and achieve additional design wins; the impact of the pending sale of our entire equity interest in Wuxi indie Microelectronics Technology Co., Ltd. and any potential adverse effects of such sale on our business, financial condition, operating results and stock price, the impact of recent acquisitions made and any other acquisitions we may make, including our 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; our 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 trade and tariff actions taken or proposed by the US government affecting the countries where we operate and political or economic instability in our target markets. All forward-looking statements in this press release are expressly qualified in their entirety by the foregoing cautionary statements.

Investors are cautioned not to place undue reliance on the forward-looking statements in this press release, which information set forth herein speaks only as of the date hereof. We do not undertake, and we expressly disclaim, any intention or obligation to update any forward-looking statements made in this announcement or in our other public filings, whether as a result of new information, future events or otherwise, except as required by law.

In addition, our strategic backlog estimate included herein represents the revenue we expect to recognize from product orders within the next ten years. The estimate of our strategic backlog requires substantial judgment and is based on a number of assumptions, including management's current assessment of customer and third-party contracts that exist as of the date the estimate is made, as well as revenues from expected contract renewals and/or expected design wins, to the extent that we believe that recognition of the related revenue will be realizable within the next ten years. Although we believe the assumptions underlying our strategic backlog estimate are reasonable, they are not guarantees and we can give no assurance that we will be able to recognize the revenues reflected in the strategic backlog estimate. A number of factors could result in actual revenues being less than the amounts reflected in strategic backlog. Our customers or third-party partners may attempt to renegotiate or terminate their contracts for a number of reasons, including mergers, changes in their financial condition, changes to their products or development cycles unrelated to our technology, or general changes in economic conditions within their industries or geographic locations, we may experience delays in the development or delivery of products or services specified in customer contracts, or we may be unable to win competitive bid selection processes or achieve additional design wins on the timeline currently anticipated or at all. Accordingly, there can be no assurance that contracts, renewals or expected design wins included in strategic backlog will actually generate the specified revenues. Additionally, because strategic backlog estimates are operating metrics, the estimates are not required to be subject to the same level of internal review or controls as a U.S. generally accepted accounting principles ("GAAP") financial measures.

#indieSemi_Earnings

 
 
                              INDIE SEMICONDUCTOR, INC. 
              PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
              (Amounts in thousands, except share and per share amounts) 
                                      (Unaudited) 
 
 
                               Three Months Ended             Nine Months Ended 
                                  September 30,                  September 30, 
                          ----------------------------  ------------------------------ 
                              2025           2024           2025           2024 
                           -----------    -----------    -----------    ----------- 
Revenue: 
   Product revenue        $     51,073   $     51,285   $    151,213   $    148,872 
   Contract revenue              2,603          2,680          8,174          9,801 
                           -----------    -----------    -----------    ----------- 
      Total revenue             53,676         53,965        159,387        158,673 
Operating expenses: 
   Cost of goods sold           32,173         32,730         94,394         93,060 
   Research and 
    development                 37,987         45,968        118,574        136,858 
   Selling, general, and 
    administrative              20,816         20,848         58,538         60,617 
   Restructuring costs           1,042          4,322          8,149          4,322 
                           -----------    -----------    -----------    ----------- 
   Total operating 
    expenses                    92,018        103,868        279,655        294,857 
                           -----------    -----------    -----------    ----------- 
Loss from operations           (38,342)       (49,903)      (120,268)      (136,184) 
Other income (expense), 
net: 
   Interest income               1,655            994          6,148          3,379 
   Interest expense             (4,348)        (2,180)       (13,391)        (6,420) 
   Gain (loss) from 
    change in fair value 
    of contingent 
    considerations and 
    acquisition-related 
    holdbacks                        6         (4,523)         4,899         28,167 
   Gain from 
   extinguishment of 
   debt                             --             --          2,623             -- 
   Other income 
    (expense)                      (28)           702            764            (98) 
                           -----------    -----------    -----------    ----------- 
      Total other income 
       (expense), net           (2,715)        (5,007)         1,043         25,028 
                           -----------    -----------    -----------    ----------- 
Net loss before income 
 taxes                         (41,057)       (54,910)      (119,225)      (111,156) 
   Income tax benefit 
    (provision)                    363            315           (258)         1,338 
                           -----------    -----------    -----------    ----------- 
Net loss                       (40,694)       (54,595)      (119,483)      (109,818) 
Less: Net loss 
 attributable to 
 noncontrolling 
 interest                       (2,405)        (4,913)        (7,610)        (9,797) 
                           -----------    -----------    -----------    ----------- 
   Net loss attributable 
    to indie 
    Semiconductor, Inc.   $    (38,289)  $    (49,682)  $   (111,873)  $   (100,021) 
                           ===========    ===========    ===========    =========== 
 
Net loss attributable to 
 common shares -- basic   $    (38,289)  $    (49,682)  $   (111,873)  $   (100,021) 
                           ===========    ===========    ===========    =========== 
Net loss attributable to 
 common shares -- 
 diluted                  $    (38,289)  $    (49,682)  $   (111,873)  $   (100,021) 
                           ===========    ===========    ===========    =========== 
 
Net loss per share 
 attributable to common 
 shares -- basic          $      (0.19)  $      (0.28)  $      (0.57)  $      (0.58) 
                           ===========    ===========    ===========    =========== 
Net loss per share 
 attributable to common 
 shares -- diluted        $      (0.19)  $      (0.28)  $      (0.57)  $      (0.58) 
                           ===========    ===========    ===========    =========== 
 
Weighted average common 
 shares outstanding -- 
 basic                     199,326,145    179,491,349    195,286,712    171,449,437 
                           ===========    ===========    ===========    =========== 
Weighted average common 
 shares outstanding -- 
 diluted                   199,326,145    179,491,349    195,286,712    171,449,437 
                           ===========    ===========    ===========    =========== 
 
 
 
 
                       INDIE SEMICONDUCTOR, INC. 
            PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS 
                         (Amounts in thousands) 
                               (Unaudited) 
 
 
                                        September 30,     December 31, 
                                             2025             2024 
                                       ---------------  ---------------- 
Assets 
Current assets: 
   Cash and cash equivalents            $     160,873    $    274,248 
   Restricted cash                             10,289          10,300 
   Accounts receivable, net of 
    allowance for doubtful accounts            53,246          52,005 
   Inventory                                   45,622          49,887 
   Prepaid expenses and other current 
    assets                                     27,059          22,308 
                                           ----------       --------- 
      Total current assets                    297,089         408,748 
   Property and equipment, net                 42,163          34,281 
   Intangible assets, net                     203,932         208,944 
   Goodwill                                   290,814         266,368 
   Operating lease right-of-use 
    assets                                     15,055          16,107 
   Other assets and deposits                    6,012           6,938 
                                           ----------       --------- 
      Total assets                      $     855,065    $    941,386 
                                           ==========       ========= 
 
Liabilities and stockholders' equity 
   Accounts payable                     $      19,147    $     28,326 
   Accrued payroll liabilities                 12,814           5,573 
   Contingent considerations                    3,369           3,589 
   Accrued expenses and other current 
    liabilities                                24,888          29,297 
   Intangible asset contract 
    liability                                   4,553           5,875 
   Current debt obligations                    14,388          12,220 
                                           ----------       --------- 
      Total current liabilities                79,159          84,880 
   Long-term debt, net of current 
    portion                                   339,146         369,097 
   Intangible asset contract 
    liability, net of current 
    portion                                     7,463          11,965 
   Deferred tax liabilities, 
    non-current                                15,958          11,660 
   Operating lease liability, 
    non-current                                13,696          14,278 
   Other long-term liabilities                  6,729           4,111 
                                           ----------       --------- 
      Total liabilities                       462,151         495,991 
                                           ----------       --------- 
Commitments and contingencies 
Stockholders' equity 
   Preferred stock                                 --              -- 
   Class A common stock                            20              19 
   Class V common stock                             2               2 
   Additional paid-in capital                 985,427         936,564 
   Accumulated deficit                       (605,917)       (494,044) 
   Accumulated other comprehensive 
    loss                                      (10,322)        (24,655) 
                                           ----------       --------- 
      indie's stockholders' equity            369,210         417,886 
                                           ----------       --------- 
   Noncontrolling interest                     23,704          27,509 
                                           ----------       --------- 
      Total stockholders' equity              392,914         445,395 
                                           ----------       --------- 
      Total liabilities and 
       stockholders' equity             $     855,065    $    941,386 
                                           ==========       ========= 
 
 
 

INDIE SEMICONDUCTOR, INC.

RECONCILIATION OF PRELIMINARY NON-GAAP MEASURES TO GAAP

(Unaudited)

GAAP refers to financial information presented in accordance with U.S. Generally Accepted Accounting Principles. This press release includes non-GAAP financial measures, as defined in Regulation G promulgated by the Securities and Exchange Commission. We believe that our presentation of non-GAAP financial measures provides useful supplementary information to investors. The presentation of non-GAAP financial measures is not meant to be considered in isolation from or as a substitute for results prepared in accordance with GAAP.

The reconciliations of our preliminary GAAP to non-GAAP measures are as follows (in thousands, except share and per share amounts):

 
                        Three Months Ended         Nine Months Ended 
                           September 30,              September 30, 
                     ------------------------  -------------------------- 
                       2025         2024         2025          2024 
                      ------       ------       -------       ------- 
Computation of 
non-GAAP gross 
margin: 
   GAAP revenue      $53,676      $53,965      $159,387      $158,673 
   GAAP cost of 
    goods sold        32,173       32,730        94,394        93,060 
     Acquisition 
      related 
      expenses          (110)        (475)         (329)         (694) 
     Amortization 
      of intangible 
      assets          (4,363)      (5,129)      (12,375)      (12,591) 
     Inventory cost 
      realignments        --           --            --          (145) 
     Share-based 
      compensation      (631)        (360)       (1,049)         (848) 
                      ------       ------       -------       ------- 
   Non-GAAP gross 
    profit           $26,607      $27,199      $ 78,746      $ 79,891 
                      ======       ======       =======       ======= 
   Non-GAAP gross 
    margin              49.6%        50.4%         49.4%         50.3% 
 
 
 
 
                        Three Months Ended      Nine Months Ended 
                           September 30,           September 30, 
                       --------------------  ------------------------ 
                         2025       2024        2025        2024 
                        -------    -------    --------    -------- 
Computation of 
non-GAAP operating 
loss: 
   GAAP loss from 
    operations         $(38,342)  $(49,903)  $(120,268)  $(136,184) 
      Acquisition 
       related and 
       other 
       non-recurring 
       professional 
       expenses             301      2,195         524       3,948 
      Amortization of 
       intangible 
       assets             6,710      8,118      19,211      19,859 
      Inventory cost 
       realignments          --         --          --         145 
      Share-based 
       compensation      18,985     18,455      51,486      56,739 
      Restructuring       1,042      4,322       8,149       4,322 
                        -------    -------    --------    -------- 
   Non-GAAP operating 
    loss               $(11,304)  $(16,813)  $ (40,898)  $ (51,171) 
                        =======    =======    ========    ======== 
 
 
 
 
                              Three Months Ended      Nine Months Ended 
                                 September 30,           September 30, 
                             --------------------  ------------------------ 
                               2025       2024        2025        2024 
                              -------    -------    --------    -------- 
Computation of non-GAAP 
net loss: 
   Net loss                  $(40,694)  $(54,595)  $(119,483)  $(109,818) 
      Acquisition related 
       and other 
       non-recurring 
       professional 
       expenses                   301      2,195         524       3,948 
      Amortization of 
       intangible assets        6,710      8,118      19,211      19,859 
      Inventory cost 
       realignments                --         --          --         145 
      Share-based 
       compensation            18,985     18,455      51,486      56,739 
      Restructuring             1,042      4,322       8,149       4,322 
      Gain (loss) from 
       change in fair value 
       of contingent 
       considerations and 
       acquisition-related 
       holdbacks                   (6)     4,523      (4,899)    (28,167) 
      Gain from 
       extinguishment of 
       debt                        --         --      (2,623)         -- 
      Other (income) 
       expense                     28       (702)       (764)         98 
      Non-cash interest 
       expense                    738        260       2,067         775 
      Income tax (benefit) 
       provision                 (363)      (315)        258      (1,338) 
                              -------    -------    --------    -------- 
   Non-GAAP net loss         $(13,259)  $(17,739)  $ (46,074)  $ (53,437) 
                              =======    =======    ========    ======== 
 
 
 
 
                              Three Months Ended      Nine Months Ended 
                                 September 30,           September 30, 
                             --------------------  ------------------------ 
                               2025       2024        2025        2024 
                              -------    -------    --------    -------- 
Computation of Adjusted 
EBITDA: 
   Net loss                  $(40,694)  $(54,595)  $(119,483)  $(109,818) 
      Interest income          (1,655)      (994)     (6,148)     (3,379) 
      Interest expense          4,348      2,180      13,391       6,420 
      Gain (loss) from 
       change in fair value 
       of contingent 
       considerations and 
       acquisition-related 
       holdbacks                   (6)     4,523      (4,899)    (28,167) 
      Gain from 
       extinguishment of 
       debt                        --         --      (2,623)         -- 
      Other (income) 
       expense                     28       (702)       (764)         98 
      Acquisition related 
       and other 
       non-recurring 
       professional 
       expenses                   301      2,195         524       3,948 
      Depreciation and 
       amortization             8,903     10,117      25,385      24,816 
      Inventory cost 
       realignments                --         --          --         145 
      Share-based 
       compensation            18,985     18,455      51,486      56,739 
      Restructuring             1,042      4,322       8,149       4,322 
      Income tax (benefit) 
       provision                 (363)      (315)        258      (1,338) 
                              -------    -------    --------    -------- 
   Adjusted EBITDA           $ (9,111)  $(14,814)  $ (34,724)  $ (46,214) 
                              =======    =======    ========    ======== 
 
 
 
 
                                                   For the Three Months 
                                                  Ended September 30, 2025 
                                               ----------------------------- 
Computation of non-GAAP share count: 
    Weighted Average Class A common stock - 
     Basic                                                    199,326,145 
    Weighted Average Class V common stock - 
     Basic                                                     17,520,803 
    TeraXion Unexercised Options                                  539,302 
                                                   ---------------------- 
       Non-GAAP share count                                   217,386,250 
                                                   ====================== 
 
    Non-GAAP net loss                           $                 (13,259) 
       Less: Non-GAAP net income attributable 
        to noncontrolling interest in Wuxi                            955 
                                                   ---------------------- 
    Non-GAAP net loss attributable to indie 
     Semiconductor, Inc.                        $                 (14,214) 
                                                   ====================== 
    Non-GAAP net loss per share attributable 
     to indie Semiconductor, Inc.               $                   (0.07) 
 
 
 

Discussion Regarding the Use of Non-GAAP Financial Measures

Our earnings release contains some or all of the following financial measures that have not been calculated in accordance with United States Generally Accepted Accounting Principles ("GAAP"): (i) non-GAAP gross profit and gross margin, (ii) non-GAAP operating loss, (iii) non-GAAP net loss, (iv) Adjusted EBITDA, (v) non-GAAP share count, (vi) non-GAAP net loss and (vii) non-GAAP net loss per share. As set forth in the tables above, we derive such non-GAAP financial measures by excluding certain expenses and other items from the respective GAAP financial measure that is most directly comparable to each non-GAAP financial measure. Management may use these non-GAAP financial measures to, amongst other things, evaluate operating performance and compare it against past periods or against peer companies, make operating decisions, forecast for future periods and to determine payments under compensation programs. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods and competitors more difficult, obscure trends in ongoing operations or improve management's ability to forecast future periods.

We provide investors with non-GAAP gross profit and gross margin, non-GAAP operating loss, non-GAAP net loss and non-GAAP net loss per share because we believe it is important for investors to be able to closely monitor and understand changes in our ability to generate income from ongoing business operations. We believe these non-GAAP financial measures give investors an additional method to evaluate historical operating performance and identify trends, an additional means of evaluating period-over-period operating performance and a method to facilitate certain comparisons of our operating results to those of our peer companies. We further believe these non-GAAP financial measures allow investors to assess the overall financial performance of our ongoing operations by eliminating the impact of (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments, (iv) restructuring costs, (v) gains or losses recognized in relation to changes in the fair value of warrants, contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vi) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vii) share-based compensation, and (viii) income tax benefit (provision). We believe that disclosing these non-GAAP financial measures contributes to enhanced financial reporting transparency and provides investors with added clarity about complex financial performance measures.

We do not report a GAAP measure of gross profit or gross margin because certain costs related to contract revenues are expensed as incurred and included in research and development expenses, and not in cost of sales, as it is not practicable for us to bifurcate these expenses. We derive and reconcile non-GAAP gross profit from the most relevant GAAP financial measures by subtracting GAAP cost of sales, adjusted for acquisition-related and other non-recurring professional expenses and share-based compensation, from GAAP revenue. We calculate non-GAAP operating loss by excluding from GAAP operating loss, any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments, (iv) restructuring costs and (v) share-based compensation. We calculate non-GAAP net loss by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) inventory cost realignments, (iv) restructuring costs, (v) gains or losses recognized in relation to changes in the fair value of warrants, contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vi) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (vii) share-based compensation, and (viii) income tax benefit (provision). We calculate Adjusted EBITDA by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring professional expenses (including acquisition-related or non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) depreciation of fixed assets, (iv) inventory cost realignments, (v) restructuring costs, (vi) gains or losses recognized in relation to changes in the fair value of warrants, contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vii) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (viii) share-based compensation, and (ix) income tax benefit (provision). We calculate non-GAAP share count by adding (i) weighted average Class A common stock, (ii) weighted average Class V common stock held by minority shareholders, which are exchangeable into Class A common stock and (iii) vested but unexercised options issued as part of the TeraXion acquisition. While both weighted average Class V common stock and vested but unexercised options issued as part of the TeraXion acquisition are considered anti-dilutive under ASC 260, therefore excluded from the GAAP earnings per share calculation, management includes both categories in this non-GAAP presentation because they will convert into Class A common stock over time. Management believes that including these categories provides investors with a more transparent view of the Company's capital structure and potential impact of such conversions. Non-GAAP net loss per share is calculated by dividing non-GAAP net loss by non-GAAP share count.

We exclude the items identified above from the respective non-GAAP financial measure referenced above for the reasons set forth with respect to each such excluded item below:

Acquisition-related and other non-recurring professional expenses - including such items as, when applicable, fair value charges incurred upon the sale of acquired inventory, accounting impact to the cost of goods sold due to one-time inventory costing realignment with a specific supplier, acquisition-related professional fees and legal expenses and other professional fees that are non-recurring in nature because they are not considered by management in making operating decisions and we believe that such expenses do not have a direct correlation to our future business operations and thereby including such charges do not necessarily reflect the performance of our ongoing operations for the period in which such charges or reversals are incurred.

Amortization expenses - related to the amortization expense for acquired intangible assets and certain license rights.

Depreciation expenses - related to the depreciation expenses for all property and equipment on hand.

Inventory cost realignments - related to the supplier allocation premiums introduced during COVID that is currently incorporated in our inventory cost but have since been eliminated going forward. The impact of this premium is deemed non-recurring and therefore not considered by management in its evaluation of the ongoing performance of the business.

Share-based compensation - related to the non-cash compensation expense associated with equity awards granted to our employees (including those granted in lieu of cash compensation) and employer tax related to employee stock transactions. These expenses are not considered by management in making operating decisions and such expenses do not have a direct correlation to our future business operations.

Restructuring costs - related to the one-time expenses the Company incurs to reorganize its operations, which is primarily related to workforce reduction, long-lived intangible asset impairment, facilities and other purchase commitment charges.

Gain (loss) from change in fair values - because these adjustments (1) are not considered by management in making operating decisions, (2) are not directly controlled by management, (3) do not necessarily reflect the performance of our ongoing operations for the period in which such charges are recognized and (4) cannot make comparisons between peer company performance less reliable.

Non-cash interest expense - related to the amortization of debt discounts and issuance costs because (1) these expenses are not considered by management in making decision with respect to financing decisions, and (2) these generally reflect non-cash costs.

Income tax benefit (provision) - related to the estimated income tax benefit (provision) that does not result in a current period tax refunds (payments).

The non-GAAP financial measures presented should not be considered in isolation and are not an alternative for the respective GAAP financial measure that is most directly comparable to each such non-GAAP financial measure. Investors are cautioned against placing undue reliance on these non-GAAP financial measures and are urged to review and consider carefully the adjustments made by management to the most directly comparable GAAP financial measures to arrive at these non-GAAP financial measures. Non-GAAP financial measures may have limited value as analytical tools because they may exclude certain expenses that some investors consider important in evaluating our operating performance or ongoing business performance. Further, non-GAAP financial measures are likely to have limited value for purposes of drawing comparisons between companies as a result of different companies potentially calculating similarly titled non-GAAP financial measures in different ways because non-GAAP measures are not based on any comprehensive set of accounting rules or principles.

Adjusted EBITDA is calculated by removing non-recurring, irregular and one-time items that may distort EBITDA, to the current non-GAAP financial measures. We calculate Adjusted EBITDA by excluding from GAAP net income (loss), any (i) acquisition-related and other non-recurring expenses (including acquisition-related or other non-recurring professional fees and legal expenses, deemed compensation expense and expenses recognized in relation to changes in contingent consideration obligations), (ii) amortization of acquisition-related intangibles and certain license rights, (iii) depreciation of property, plant and equipment, (iv) inventory cost realignments, (v) restructuring costs, (vi) gains or losses recognized in relation to changes in the fair value of warrants, contingent considerations issued by indie, acquisition-related holdbacks and unrealized gains or losses from currency hedging contracts, (vii) non-cash interest expenses related to the amortization of debt discounts and issuance costs, (viii) share-based compensation, and (viii) income tax benefit (provision).

To the extent our disclosures contain forward-looking estimates of non-GAAP financial measures, these measures are provided to investors on a prospective basis for the same reasons (set forth above) we provide them to investors on a historical basis. We are generally unable to provide a reconciliation of our forward-looking non-GAAP measures because certain information needed to make a reasonable forward-looking estimate of such non-GAAP measures are difficult to predict and estimate and is often dependent on future events that may be uncertain or outside of our control and, therefore, is not available without unreasonable efforts. Such events may include unanticipated changes in our GAAP effective tax rate, unanticipated one-time charges related to asset impairments (fixed assets, inventory, intangibles, or goodwill), unanticipated acquisition-related and other non-recurring professional expenses, unanticipated settlements, gains, losses and impairments and other unanticipated items not reflective of ongoing operations. Our forward-looking estimates of both GAAP and non-GAAP measures of our financial performance may differ materially from our actual results and should not be relied upon as statements of fact.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251106090312/en/

 
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(END) Dow Jones Newswires

November 06, 2025 16:30 ET (21:30 GMT)

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