ADTRAN Holdings, Inc. reports preliminary fourth quarter and full-year 2024 financial results

ADTRAN Holdings, Inc. reports preliminary fourth quarter and full-year 2024 financial results

For media
Gareth Spence
+44 1904 699 358
public.relations@adtran.com

For investors
Peter Schuman, IRC
+1 256 963 6305
investor.relations@adtran.com

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 outlook1

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 investor.relations@adtran.com.

Upcoming conference schedule
March 11, 2025: Stifel 2025 NYC Technology One-on-One Conference
March 17, 2025: 37th 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.
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.


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