HUNTSVILLE, Ala.–(BUSINESS WIRE)–Feb 26, 2025–

ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced its preliminary unaudited financial results for the fourth quarter and full-year ended December 31, 2024.

  • Revenue: $242.9 million, up 7% sequentially and above the mid-point of outlook.
  • Gross margin: GAAP gross margin: 37.6%; non-GAAP gross margin: 42.0%.
  • Operating margin: improved sequentially on a GAAP and non-GAAP basis, above the mid-point of outlook.
  • GAAP diluted loss per share of $0.58; non-GAAP diluted earnings per share $0.00.

Adtran Holdings’ Chairman and Chief Executive Officer Tom Stanton stated, “Market conditions continued to improve during the fourth quarter driven by higher service provider spending, lower customer inventories, a continuing shift away from high-risk vendors, and the secular trend of increased fiber access and optical transport. The progress we made during the fourth quarter, including higher sequential and year-over-year revenue and operating margin, was supported by growth across geographies, most product lines, and the continued expansion of our customer base.”

Mr. Stanton added, “We finished 2024 with positive momentum in our business. Based on the current visibility and booking trends, we expect higher revenue in the first quarter of 2025, overcoming typical seasonality.”

Business outlook 1

For the first quarter of 2025, the Company expects revenue to be within a range of $237.5 million to $252.5 million. Non-GAAP operating margin is expected to be within a range of 0% to 4%.

1 Non-GAAP operating margin (which is calculated as non-GAAP operating income (loss) divided by revenue) is a non-GAAP financial measure. The Company has provided first quarter 2025 guidance with regard to non-GAAP operating margin. This measure excludes from the corresponding GAAP financial measure the effect of adjustments as described below. The Company has not provided a reconciliation of such non-GAAP guidance to guidance presented on a GAAP basis because it cannot predict and quantify without unreasonable effort all of the adjustments that may occur during the period due to the difficulty of predicting the timing and amounts of various items within a reasonable range. In particular, non-GAAP operating margin excludes certain items, including continued restructuring expenses, that will continue to evolve as our business efficiency program is implemented that the Company is unable to quantitatively predict. Depending on the materiality of these items, they could have a significant impact on the Company’s GAAP financial results.

Conference call

The Company will hold a conference call to discuss its preliminary fourth quarter 2024 results on Thursday, February 27, 2025, at 9:30 a.m. Central Time, or 4:30 p.m. Central European Time. The Company will webcast this conference call at the events and presentations section of ADTRAN Holdings, Inc. Investor Relations website at https://events.q4inc.com/attendee/811754399 approximately 10 minutes prior to the start of the call, or you may dial 1-888-330-2391 (Toll-Free US) or 1-240-789-2702, and use Conference ID 8936454.

An online replay of the Company’s conference call, as well as the transcript of the call, will be available on the Investor Relations site https://investors.adtran.com/ shortly following the call and will remain available for at least

12 months. For more information, visit investors.adtran.com or email [email protected].

Upcoming conference schedule

March 11, 2025: Stifel 2025 NYC Technology One-on-One Conference

March 11, 2025: Stifel 2025 NYC Technology One-on-One Conference

March 17, 2025: 37 th Annual ROTH Conference

April 1, 2025: Optical Fiber Communication (OFC) Conference and Exhibition

About Adtran

ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) is the parent company of Adtran, Inc., a leading global provider of open, disaggregated networking and communications solutions that enable voice, data, video and internet communications across any network infrastructure. From the cloud edge to the subscriber edge, Adtran empowers communications service providers around the world to manage and scale services that connect people, places and things. Adtran solutions are used by service providers, private enterprises, government organizations and millions of individual users worldwide. ADTRAN Holdings, Inc. is also the majority shareholder of Adtran Networks SE, formerly ADVA Optical Networking SE. Find more at Adtran, LinkedIn and Twitter.

Cautionary note regarding forward-looking statements

Statements contained in this press release and the accompanying earnings call which are not historical facts, such as those relating to expectations regarding future revenue and future non-GAAP operating margin; future service provider spending; future profitability, and growth, including customer acquisition and booking trends, as well as future end market growth; future market trends and customer inventory levels; future operational leverage and cash generation; and ADTRAN Holdings’ strategy and outlook, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are necessarily estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which have caused and may in the future cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties relating to ADTRAN Holdings’ ability to continue to reduce expenditures and the impact of such reductions on its financial results and financial condition; (ii) risks and uncertainties relating to our ability to comply with the covenants set forth in our credit agreement, to satisfy our payment obligations to Adtran Networks’ minority shareholders under the Domination and Profit and Loss Transfer Agreement between us and Adtran Networks (the “DPLTA”), and to make payments to Adtran Networks in order to absorb its annual net loss pursuant to the DPLTA; (iii) the risk of fluctuations in revenue due to lengthy sales and approval processes required by major and other service providers for new products, as well as shifting customer spending patterns; (iv) risks and uncertainties relating to our level of indebtedness; (v) risks and uncertainties relating to ongoing material weaknesses in our internal control over financial reporting; (vi) risks posed by potential breaches of information systems and cyber-attacks; (vii) the risk that ADTRAN Holdings may not be able to effectively compete, including through product improvements and development; and (viii) other risks set forth in ADTRAN Holdings’ public filings made with the Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K and subsequent quarterly reports on Form 10-Q or other securities filings, and the risks to be disclosed in its upcoming Annual Report on Form 10-K for the year ended December 31, 2024, to be filed with the SEC.

Additionally, the financial measures presented herein are preliminary estimates, remain subject to our internal controls and procedures, and are subject to risks and uncertainties, including, among others, changes in connection with quarter-end adjustments. Any variation between the Company’s actual results and the preliminary financial information set forth herein may be material.

Explanation of use of non-GAAP financial measures

Set forth in the tables below are reconciliations of gross profit, gross margin, operating expenses, operating loss, other (expense) income, net loss inclusive of the non-controlling interest, net income attributable to the non-controlling interest, net loss attributable to the Company, and loss per share – basic and diluted, attributable to the Company, and net cash provided by (used in) operating activities, in each case as reported based on generally accepted accounting principles in the United States (“GAAP”), to non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP other expense, non-GAAP net income (loss) inclusive of the non-controlling interest, non-GAAP net income (loss) attributable to the Company, non-GAAP net earnings (loss per share) – basic and diluted, attributable to the Company, and free cash flow, respectively. Such non-GAAP measures exclude acquisition-related expenses, amortization and adjustments (consisting of intangible amortization of backlog, developed technology, customer relationships, and trade names acquired in connection with business combinations and amortization of inventory fair value adjustments as well as legal and advisory fees related to a potential significant transaction), stock-based compensation expense, restructuring expenses, integration expenses, deferred compensation adjustments, goodwill impairments, amortization of pension actuarial losses, the tax effect of these adjustments to net loss and purchases of property, plant and equipment. These measures are used by management in our ongoing planning and annual budgeting processes. Additionally, we believe the presentation of these non-GAAP measures, when combined with the presentation of the most directly comparable GAAP financial measure, is beneficial to the overall understanding of ongoing operating performance of the Company. These non-GAAP financial measures are not prepared in accordance with, or an alternative for, GAAP and therefore should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Additionally, our calculation of non-GAAP measures may not be comparable to similar measures calculated by other companies.

Published by

ADTRAN Holdings, Inc.

ADTRAN Holdings, Inc.

www.adtran.com

Condensed Consolidated Balance Sheets

(Preliminary, Unaudited)

(In thousands)

ASSETS

December 31,

2024

December 31,

2023

Current Assets

Cash and cash equivalents

$

77,567

$

87,167

Accounts receivable, net

178,030

216,445

Other receivables

9,775

17,450

Income tax receivable

4,355

7,933

Inventory, net

269,337

362,295

Assets held for sale

11,901

Prepaid expenses and other current assets

58,534

45,566

Total Current Assets

609,499

736,856

Property, plant and equipment, net

102,942

123,020

Deferred tax assets, net

17,826

25,787

Goodwill

52,918

353,415

Intangibles, net

284,893

327,985

Other non-current assets

78,128

87,706

Long-term investments

32,060

27,743

Total Assets

$

1,178,266

$

1,682,512

LIABILITIES AND EQUITY

Current Liabilities

Accounts payable

$

170,451

$

162,922

Unearned revenue

52,701

46,731

Accrued expenses and other liabilities

35,704

36,204

Accrued wages and benefits

32,853

27,030

Income tax payable, net

830

5,221

Total Current Liabilities

292,539

278,108

Non-current revolving credit agreement outstanding

189,576

195,000

Deferred tax liabilities

30,690

35,655

Non-current unearned revenue

22,065

25,109

Non-current pension liability

8,983

12,543

Deferred compensation liability

33,203

29,039

Non-current lease obligations

25,925

31,420

Other non-current liabilities

17,928

28,657

Total Liabilities

620,909

635,531

Redeemable Non-Controlling Interest

422,943

442,152

Equity

Common stock

795

790

Additional paid-in capital

808,913

795,304

Accumulated other comprehensive income

10,897

47,465

Retained deficit

(680,993

)

(232,905

)

Treasury stock

(5,198

)

(5,825

)

Total Equity

134,414

604,829

Total Liabilities and Equity

$

1,178,266

$

1,682,512

Condensed Consolidated Statements of Loss

(Preliminary, Unaudited)

(In thousands, except per share amounts)

Three Months Ended

Twelve Months Ended

December 31,

December 31,

2024

2023

2024

2023

Revenue

Network Solutions

$

197,009

$

180,405

$

738,964

$

974,389

Services & Support

45,843

45,074

183,756

174,711

Total Revenue

242,852

225,479

922,720

1,149,100

Cost of Revenue

Network Solutions

134,184

126,248

511,070

722,582

Network Solutions – charges and inventory write-down

3,270

8,597

24,313

Services & Support

17,435

17,496

72,739

69,142

Total Cost of Revenue

151,619

147,014

592,406

816,037

Gross Profit

91,233

78,465

330,314

333,063

Selling, general and administrative expenses

57,156

61,262

233,369

258,149

Research and development expenses

49,209

54,818

221,463

258,311

Goodwill impairment

292,583

37,874

Operating Loss

(15,132

)

(37,615

)

(417,101

)

(221,271

)

Interest and dividend income

1,631

1,157

3,058

2,340

Interest expense

(4,870

)

(4,441

)

(22,053

)

(16,299

)

Net investment (loss) gain

(920

)

1,683

3,587

2,754

Other income (expense), net

687

(3,448

)

246

1,266

Loss Before Income Taxes

(18,604

)

(42,664

)

(432,263

)

(231,210

)

Income tax expense

(24,906

)

(64,632

)

(8,785

)

(28,133

)

Net Loss

$

(43,510

)

$

(107,296

)

$

(441,048

)

$

(259,343

)

Net Income attributable to non-controlling interest

2,406

2,566

9,824

6,946

Net Loss attributable to ADTRAN Holdings, Inc.

$

(45,916

)

$

(109,862

)

$

(450,872

)

$

(266,289

)

Weighted average shares outstanding – basic

79,091

78,530

78,928

78,416

Weighted average shares outstanding – diluted

79,091

78,530

78,928

78,416

Loss per common share attributable to ADTRAN Holdings, Inc. – basic

$

(0.58

)

(1)

$

(1.40

)

$

(5.67

)

(1)

$

(3.39

)

Loss per common share attributable to ADTRAN Holdings, Inc. – diluted

$

(0.58

)

(1)

$

(1.40

)

$

(5.67

)

(1)

$

(3.39

)

(1) Loss per common share attributable to ADTRAN Holdings, Inc. – basic and diluted – reflects a $5 thousand effect of redemption for the three months ended December 31, 2024 and $3.0 million effect of redemption of RNCI for the year ended December 31, 2024.

Condensed Consolidated Statements of Cash Flows(Preliminary, Unaudited)

(In thousands)

Twelve Months Ended

December 31,

2024

2023

Cash flows from operating activities:

Net Loss

$

(441,048

)

$

(259,343

)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

90,985

112,949

Goodwill impairment

292,583

37,874

Amortization of debt issuance cost

3,950

862

Accretion on available-for-sale investments, net

(22

)

Gain on investments

(5,030

)

(2,900

)

Net loss on disposal of property, plant and equipment

1,371

458

Stock-based compensation expense

15,342

16,016

Deferred income taxes

2,247

15,558

Inventory write down

4,135

24,313

Inventory reserves

3,980

25,546

Other, net

(2,942

)

Change in operating assets and liabilities:

Accounts receivable, net

46,108

65,612

Other receivables

10,713

10,315

Income taxes receivable

648

(2,637

)

Inventory

75,171

20,537

Prepaid expenses other current assets and other assets

(10,718

)

(29,883

)

Accounts payable

11,784

(91,907

)

Accrued expenses and other liabilities

5,519

17,929

Income taxes payable, net

(4,670

)

(3,939

)

Net cash provided by (used in) operating activities

103,070

(45,604

)

Cash flows from investing activities:

Purchases of property, plant and equipment

(32,454

)

(43,121

)

Purchases of intangibles – developed technology

(30,671

)

Proceeds from sales and maturities of available-for-sale investments

1,240

10,567

Purchases of available-for-sale investments

(268

)

(868

)

(Payments) Proceeds from beneficial interests in securitized accounts receivable

(55

)

1,218

Net cash used in investing activities

(62,208

)

(32,204

)

Cash flows from financing activities:

Tax withholdings related to stock-based compensation settlements

(1,143

)

(6,458

)

Proceeds from stock option exercises

824

540

Dividend payments

(21,237

)

Proceeds from receivables purchase agreement

68,556

14,099

Repayments on receivables purchase agreement

(83,772

)

Proceeds from draw on revolving credit agreements

26,000

163,733

Repayment of revolving credit agreements

(31,000

)

(64,987

)

Redemption of redeemable non-controlling interest

(17,398

)

(1,224

)

Payment of annual recurring compensation to non-controlling interest

(10,084

)

Payment of debt issuance cost

(1,994

)

(708

)

Repayment of notes payable

(24,891

)

Net cash (used in) provided by financing activities

(50,011

)

58,867

Net decrease in cash and cash equivalents

(9,149

)

(18,941

)

Effect of exchange rate changes

(451

)

(2,536

)

Cash and cash equivalents, beginning of year

87,167

108,644

Cash and cash equivalents, end of year

$

77,567

$

87,167

Supplemental disclosure of cash financing activities

Cash paid for interest

$

20,884

$

12,596

Cash paid for income taxes

$

10,384

$

18,552

Cash used in operating activities related to operating leases

$

9,274

$

9,682

Supplemental disclosure of non-cash investing activities

Right-of-use assets obtained in exchange for lease obligations

$

5,317

$

17,865

Purchases of property, plant and equipment included in accounts payable

$

2,635

$

1,298

Redemption of redeemable non-controlling interest

$

2,986

$

371

Supplemental Information

Reconciliation of Preliminary Gross Profit and Preliminary Gross Margin to

Preliminary Non-GAAP Gross Profit and Preliminary Non-GAAP Gross Margin

(Unaudited)

(In thousands)

Three Months Ended

Twelve Months Ended

December 31,

2024

September 30,

2024

December 31,

2023

December 31,

2024

December 31,

2023

Total Revenue

$

242,852

$

227,704

$

225,479

$

922,720

$

1,149,100

Cost of Revenue

$

151,619

$

142,453

$

147,014

$

592,406

$

816,037

Acquisition-related expenses, amortization and adjustments (1)

(9,980

)

(10,276

)

(10,048

)

(40,497

)

(89,602

)

Stock-based compensation expense

(317

)

(270

)

(440

)

(1,142

)

(1,294

)

Restructuring expenses (2)

(538

)

(7

)

(5,517

)

(14,580

)

(27,223

)

Integration expenses (3)

123

(34

)

39

19

(115

)

Non-GAAP Cost of Revenue

$

140,907

$

131,866

$

131,048

$

536,206

$

697,803

Gross Profit

$

91,233

$

85,251

$

78,465

$

330,314

$

333,063

Non-GAAP Gross Profit

$

101,945

$

95,838

$

94,431

$

386,514

$

451,297

Gross Margin

37.6

%

37.4

%

34.8

%

35.8

%

29.0

%

Non-GAAP Gross Margin

42.0

%

42.1

%

41.9

%

41.9

%

39.3

%

(1) Includes intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations. We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure. 

(2) Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. These expenses include inventory write down and other charges of $8.6 million and other expenses of $0.6 million for the twelve months ended December 31, 2024, incurred as a result of a strategy shift which included discontinuance of certain product lines in connection with the Business Efficiency Program. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024. These expenses include restructuring wage charges of $5.4 million for the twelve months ended December 31, 2024.

(3) Includes expenses related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

Supplemental Information

Reconciliation of Preliminary Operating Expenses to Preliminary Non-GAAP Operating Expenses

(Unaudited)

(In thousands)

Three Months Ended

Twelve Months Ended

December 31,

2024

September 30,

2024

December 31,

2023

December 31,

2024

December 31,

2023

Operating Expenses

$

106,365

$

109,235

$

116,080

$

747,415

$

554,334

Acquisition-related expenses, amortization and adjustments (1)

(5,294

)

(2)

(5,054

)

(7)

(4,150

)

(11)

(22,462

)

(15)

(17,666

)

(20)

Stock-based compensation expense

(3,351

)

(3)

(3,126

)

(8)

(3,181

)

(12)

(13,245

)

(16)

(13,864

)

(21)

Restructuring expenses

(3,567

)

(4)

(5,930

)

(9)

(7,859

)

(13)

(30,101

)

(17)

(19,331

)

(22)

Integration expenses

(587

)

(5)

(333

)

(10)

(1,928

)

(14)

(1,930

)

(18)

(4,825

)

(23)

Deferred compensation adjustments (6)

451

(1,471

)

(1,324

)

(3,808

)

390

Goodwill impairment

(292,583

)

(19)

(37,874

)

(24)

Non-GAAP Operating Expenses

$

94,017

$

93,321

$

97,638

$

383,286

$

461,164

(1) We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure. 

(2) Includes $4.3M of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations and $1.0 million of legal and advisory fees related to a potential strategic transaction which are included in selling, general and administrative expenses on the condensed consolidated statements of loss.

(3) $2.4 million is included in selling, general and administrative expenses and $1.0 million is included in research and development expenses on the condensed consolidated statements of loss.

(4) $1.2 million is included in selling, general and administrative expenses and $2.4 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(5) $0.6 million is included in selling, general and administrative expenses and less than $0.1 million is included in research and development expenses on the condensed consolidated statements of loss, and is primarily related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

(6) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss.

(7) Includes $4.0M of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations and $0.6 million of legal and advisory fees related to a potential strategic transaction which are both included in selling, general and administrative expenses and $0.5 million is included in research and development expenses on the condensed consolidated statements of loss.

(8) $2.2 million is included in selling, general and administrative expenses and $0.9 million is included in research and development expenses on the condensed consolidated statements of loss.

(9) $2.7 million is included in selling, general and administrative expenses and $3.2 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses of $3.2 million of wage related and other charges due to the Greifswald facility closure of which $0.8 million is included in selling, general and administrative and $2.4 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(10) $0.3 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss, and is primarily related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

(11) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $3.7 million is included in selling, general and administrative expenses and $0.5 million is included in research and development expenses on the condensed consolidated statements of loss.

(12) $2.3 million is included in selling, general and administrative expenses and $0.9 million is included in research and development expenses on the condensed consolidated statements of loss.

(13) $4.6 million is included in selling, general and administrative expenses and $3.2 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(14) $1.9 million is included in selling, general and administrative expenses and $0.02 million is included in research and development expenses on the condensed consolidated statements of loss. Includes legal and advisory fees totaling $1.2 million related to a contemplated capital raise transaction that are recorded in selling, general and administrative expenses. Includes expenses totaling $0.4 million related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE of which $0.4 million are included in selling, general and administrative expenses and $0.02 million are included in research and development expenses. The integration bonus expense of $0.4 million includes $0.2 million of stock compensation expense. Additionally, includes fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPLTA.

(15) Includes $17.6M of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations and $4.9 million of legal and advisory fees related to a potential strategic transaction which are included in selling, general and administrative expenses on the condensed consolidated statements of loss.

(16) $9.4 million is included in selling, general and administrative expenses and $3.8 million is included in research and development expenses on the condensed consolidated statements of loss.

(17) $9.1 million is included in selling, general and administrative expenses and $21.0 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(18) $1.8 million is included in selling, general and administrative expenses and $0.1 million is included in research and development expenses on the condensed consolidated statements of loss, and is primarily related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

(19) Non-cash impairment of goodwill in our Network Solutions reporting unit, necessitated by factors such as a decrease in the Company’s market capitalization, cautious service provider spending due to economic uncertainty and continued elevated customer inventory adjustments.

(20) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $15.8 million is included in selling, general and administrative expenses and $1.9 million is included in research and development expenses on the condensed consolidated statements of loss.

(21) $9.8 million is included in selling, general and administrative expenses and $4.0 million is included in research and development expenses on the condensed consolidated statements of loss.

(22) $11.6 million is included in selling, general and administrative expenses and $7.7 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(23) $4.8 million is included in selling, general and administrative expenses and $0.1 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses related to the integration bonus program and fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPLTA. Additionally, includes legal and advisory fees totaling $1.2 million related to a contemplated capital raise transaction that are recorded in selling, general and administrative expenses.

(24) Includes non-cash goodwill impairment charge related to our Services and Support reporting unit. The impairment primarily resulted from a decrease in projected revenue growth rates and EBITDA margins.

Supplemental Information

Reconciliation of Preliminary Operating Loss to Preliminary Non-GAAP Operating Income (Loss)

(Unaudited)

(In thousands)

Three Months Ended

Twelve Months Ended

December 31, 2024

September 30, 2024

December 31, 2023

December 31, 2024

December 31, 2023

Operating Loss

$

(15,132

)

$

(23,984

)

$

(37,615

)

$

(417,101

)

$

(221,271

)

Acquisition related expenses, amortizations and adjustments (1)

15,274

15,330

14,198

62,959

107,267

Stock-based compensation expense

3,668

3,396

3,621

14,387

15,158

Restructuring expenses (2)

4,105

5,936

13,376

44,681

46,554

Integration expenses (3)

464

367

1,890

1,911

4,941

Deferred compensation adjustments (4)

(451

)

1,471

1,324

3,808

(390

)

Goodwill impairment

292,583

(5)

37,874

(6)

Non-GAAP Operating Income (Loss)

$

7,928

$

2,516

$

(3,206

)

$

3,228

$

(9,867

)

(1) Includes intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations. We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure. 

(2) Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(3) Includes expenses related to the Company’s one-time integration bonus program in connection with synergy targets as a results of the business combination with Adtran Networks SE. Includes fees incurred for the expansion of internal controls at Adtran Networks SE and the implementation of the DPTLA.

(4) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss.

(5) Non-cash impairment of goodwill in our Network Solutions reporting unit, necessitated by factors such as a decrease in the Company’s market capitalization, cautious service provider spending due to economic uncertainty and continued elevated customer inventory adjustments.

(6) Non-cash goodwill impairment charge related to our Services and Support reporting unit. The impairment primarily resulted from a decrease in projected revenue growth rates and EBITDA margins.

Supplemental Information

Reconciliation of Preliminary Other Expense to Preliminary Non-GAAP Other Expense

(Unaudited)

(In thousands)

Three Months Ended

Twelve Months Ended

December 31,

2024

September 30,

2024

December 31,

2023

December 31,

2024

December 31,

2023

Interest and dividend income

$

1,631

$

664

$

1,157

$

3,058

$

2,340

Interest expense

(4,870

)

(5,679

)

(4,441

)

(22,053

)

(16,299

)

Net investment (loss) gain

(920

)

1,382

1,683

3,587

2,754

Other income (expense), net

687

(850

)

(3,448

)

246

1,266

Total Other Expense

$

(3,472

)

$

(4,483

)

$

(5,049

)

$

(15,162

)

$

(9,939

)

Deferred compensation adjustments (1)

1,090

(1,294

)

(1,590

)

(3,539

)

(2,977

)

Pension expense (2)

7

7

6

28

26

Non-GAAP Other Expense

$

(2,375

)

$

(5,770

)

$

(6,633

)

$

(18,673

)

$

(12,890

)

(1) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees.

(2) Includes amortization of actuarial losses related to the Company’s pension plan for employees in certain foreign countries.

Supplemental Information

Reconciliation of Preliminary Net Loss inclusive of Non-Controlling Interest to

Preliminary Non-GAAP Net Income (Loss) inclusive of Non-Controlling Interest

(Unaudited)

and

Reconciliation of Preliminary Net Income attributable to Non-Controlling Interest to

Preliminary Non-GAAP Net Income attributable to Non-Controlling Interest

(Unaudited)

and

Reconciliation of Preliminary Net Loss attributable to ADTRAN Holdings, Inc. and

Preliminary Loss per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted to

Preliminary Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. and

Preliminary Non-GAAP Earnings (Loss) per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended

Twelve Months Ended

December 31,

2024

September 30,

2024

December 31,

2023

December 31,

2024

December 31,

2023

Net Loss attributable to ADTRAN Holdings, Inc. common stockholders

$

(45,911

)

$

(28,263

)

$

(109,592

)

$

(447,886

)

$

(266,289

)

Effect of redemption of RNCI (1)

(5

)

(2,976

)

(2,986

)

Net Loss attributable to ADTRAN Holdings, Inc.

$

(45,916

)

$

(31,239

)

$

(109,592

)

$

(450,872

)

$

(266,289

)

Net Income attributable to non-controlling interest (2)

2,407

2,382

2,566

9,824

6,946

Net Loss inclusive of non-controlling interest

$

(43,509

)

$

(28,857

)

$

(107,026

)

$

(441,048

)

$

(259,343

)

Acquisition related expenses, amortization and adjustments (3)

15,274

15,330

14,198

62,959

107,267

Stock-based compensation expense

3,668

3,396

3,621

14,387

15,158

Deferred compensation adjustments (4)

639

177

(267

)

269

(3,368

)

Pension adjustments (5)

7

7

6

28

26

Restructuring expenses (6)

4,105

5,936

13,376

44,681

46,554

Integration expenses (7)

464

367

1,890

1,911

4,941

Goodwill impairment

292,583

37,874

Tax effect of adjustments to net loss (8)

21,804

(712

)

62,221

2,782

12,076

Non-GAAP Net Income (Loss) inclusive of non-controlling interest

$

2,451

$

(4,356

)

$

(11,981

)

$

(21,448

)

$

(38,815

)

Net Income attributable to non-controlling interest (2)

2,407

2,382

2,566

9,824

8,475

Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc.

$

45

$

(6,738

)

$

(14,547

)

$

(31,272

)

$

(47,290

)

Effect of redemption of RNCI (1)

5

2,976

2,986

Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. common stockholders

$

50

$

(3,762

)

$

(14,547

)

$

(28,286

)

$

(47,290

)

GAAP Net Income attributable to non-controlling interest (2)

$

2,407

$

2,382

$

2,566

$

9,824

$

6,946

Acquisition related expenses, amortizations and adjustments (3)

1,457

Restructuring expenses (6)

29

Integration expenses (7)

6

Stock-based compensation expense

37

Pension adjustments (5)

Non-GAAP Net Income attributable to non-controlling interest (2)

$

2,407

$

2,382

$

2,566

$

9,824

$

8,475

Weighted average shares outstanding – basic

79,091

78,952

78,530

78,928

78,416

Weighted average shares outstanding – diluted

79,091

78,952

78,530

78,928

78,416

Loss per common share attributable to ADTRAN Holdings, Inc. – basic

$

(0.58

)

$

(0.36

)

$

(1.40

)

$

(5.67

)

$

(3.39

)

Loss per common share attributable to ADTRAN Holdings, Inc. – diluted

$

(0.58

)

$

(0.36

)

$

(1.40

)

$

(5.67

)

$

(3.39

)

Non-GAAP Earnings (Loss) per common share attributable to ADTRAN Holdings, Inc. – basic

$

0.00

$

(0.05

)

$

(0.19

)

$

(0.36

)

$

(0.60

)

Non-GAAP Earnings (Loss) per common share attributable to ADTRAN Holdings, Inc. – diluted

$

0.00

$

(0.05

)

$

(0.19

)

$

(0.36

)

$

(0.60

)

(1) Loss per common share attributable to ADTRAN Holdings, Inc. – basic and diluted – reflects a $5 thousand and $3.0 million effect of redemption for the three months ended December 31, 2024 and September 30, 2024 respectively and $3.0 million effect of redemption of RNCI for the year ended December 31, 2024.

(2) Represents the non-controlling interest portion of the Company’s ownership of Adtran Networks pre-DPLTA and the annual recurring compensation earned by redeemable non-controlling interests and accrued by the Company post-DPLTA.

(3) We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure. 

(4) Includes non-cash change in fair value of equity investments held in deferred compensation plans offered to certain employees.

(5) Includes amortization of actuarial losses related to the Company’s pension plan for employees in certain foreign countries.

(6) Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks SE. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and was substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany which occurred in December 2024.

(7) Includes expenses related to the Company’s one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

(8) Represents the tax effect of non-GAAP adjustments. Beginning in the period ended September 30, 2024, the Company changed its method of calculating non-GAAP income taxes by applying blended statutory tax rates to non-GAAP losses before income taxes in order to include current and deferred income tax expenses that are commensurate with the non-GAAP measure of profitability. The blended statutory tax rate is calculated using 0%, resulting in no tax benefits net of impact of valuation allowance, for the loss jurisdiction’s non-GAAP losses before income taxes and 30% for all remaining jurisdictions’ non-GAAP income before income taxes. Prior periods have been adjusted to reflect the application of blended statutory tax rates, net of impact of valuation allowance, to non-GAAP losses before income taxes as opposed to the previous application of blended statutory and effective tax rates to separate non-GAAP adjustments. We previously reported the tax effect of the adjustment to non-GAAP net loss under the prior method of $8.7 million and $57.8 million for the three and twelve months ended December 31, 2023.

Supplemental Information

Reconciliation of Preliminary Net Cash Provided By (Used In) Operating Activities to Preliminary Free Cash Flow

(Unaudited)

(In thousands)

Three Months Ended

Twelve Months Ended

December 31,

September 30,

December 31,

December 31,

December 31,

2024

2024

2023

2024

2023

Net Cash provided by (used in) operating activities

$

4,544

$

42,030

$

(16,290

)

$

103,070

$

(45,604

)

Purchases of property, plant and equipment and developed technologies (1)

(14,942

)

(18,814

)

(9,447

)

(63,125

)

(43,121

)

Free cash flow

$

(10,398

)

$

23,216

$

(25,737

)

$

39,945

$

(88,725

)

(1) Purchases related to capital expenditures and developed technologies.

View source version on businesswire.com:https://www.businesswire.com/news/home/20250226015068/en/

CONTACT: For media

Gareth Spence

+44 1904 699 358

[email protected] investors

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+1 256 963 6305

[email protected]

KEYWORD: UNITED STATES NORTH AMERICA ALABAMA

INDUSTRY KEYWORD: NETWORKS AUDIO/VIDEO VOIP TECHNOLOGY TELECOMMUNICATIONS

SOURCE: ADTRAN Holdings, Inc.

Copyright Business Wire 2025.

PUB: 02/26/2025 11:00 PM/DISC: 02/26/2025 11:00 PM

http://www.businesswire.com/news/home/20250226015068/en

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