false000092628200009262822025-02-262025-02-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 26, 2025 |
ADTRAN Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-41446 |
87-2164282 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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901 Explorer Boulevard |
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Huntsville, Alabama |
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35806-2807 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 256 963-8000 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, Par Value $0.01 per share |
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ADTN |
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Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 26, 2025, ADTRAN Holdings, Inc. (“ADTRAN”) announced its preliminary financial results for the quarter and fiscal year ended December 31, 2024.
A copy of ADTRAN’s press release announcing its preliminary financial results is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
Executives from ADTRAN will review the preliminary financial results via a live audio webcast on Thursday, February 27, 2025, at 9:30 a.m. Central Time, or 4:30 p.m. Central European Time. A copy of the preliminary investor presentation provided in connection with that review is attached as Exhibit 99.2 and incorporated by reference herein. An archived recording of the webcast will be available for a limited time on ADTRAN's Investor Relations page at investors.adtran.com.
The information included in, or incorporated into, Items 2.02 and 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ADTRAN Holdings, Inc. |
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Date: |
February 27, 2025 |
By: |
/s/ Ulrich Dopfer |
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Ulrich Dopfer
Chief Financial Officer
(Duly Authorized Officer and Principle Financial Officer) |
ADTRAN Holdings, Inc. reports preliminary fourth quarter and full-year 2024 financial results
Huntsville, Alabama, USA. — February 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 earning 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%.
1Non-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
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
Condensed Consolidated Balance Sheets
(Preliminary, Unaudited)
(In thousands)
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ASSETS |
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December 31,
2024 |
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December 31,
2023 |
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Current Assets |
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Cash and cash equivalents |
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$ |
77,567 |
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$ |
87,167 |
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Accounts receivable, net |
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178,030 |
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216,445 |
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Other receivables |
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9,775 |
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17,450 |
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Income tax receivable |
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4,355 |
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7,933 |
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Inventory, net |
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269,337 |
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362,295 |
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Assets held for sale |
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11,901 |
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— |
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Prepaid expenses and other current assets |
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58,534 |
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45,566 |
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Total Current Assets |
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609,499 |
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736,856 |
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Property, plant and equipment, net |
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102,942 |
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123,020 |
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Deferred tax assets, net |
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17,826 |
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25,787 |
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Goodwill |
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52,918 |
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353,415 |
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Intangibles, net |
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284,893 |
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327,985 |
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Other non-current assets |
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78,128 |
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87,706 |
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Long-term investments |
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32,060 |
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27,743 |
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Total Assets |
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$ |
1,178,266 |
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$ |
1,682,512 |
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LIABILITIES AND EQUITY |
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Current Liabilities |
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Accounts payable |
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$ |
170,451 |
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$ |
162,922 |
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Unearned revenue |
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52,701 |
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46,731 |
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Accrued expenses and other liabilities |
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35,704 |
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36,204 |
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Accrued wages and benefits |
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32,853 |
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27,030 |
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Income tax payable, net |
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830 |
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5,221 |
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Total Current Liabilities |
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292,539 |
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278,108 |
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Non-current revolving credit agreement outstanding |
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189,576 |
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195,000 |
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Deferred tax liabilities |
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30,690 |
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35,655 |
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Non-current unearned revenue |
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22,065 |
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25,109 |
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Non-current pension liability |
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8,983 |
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12,543 |
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Deferred compensation liability |
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33,203 |
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29,039 |
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Non-current lease obligations |
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25,925 |
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31,420 |
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Other non-current liabilities |
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17,928 |
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28,657 |
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Total Liabilities |
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620,909 |
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635,531 |
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Redeemable Non-Controlling Interest |
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422,943 |
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442,152 |
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Equity |
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Common stock |
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795 |
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790 |
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Additional paid-in capital |
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808,913 |
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795,304 |
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Accumulated other comprehensive income |
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10,897 |
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47,465 |
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Retained deficit |
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(680,993 |
) |
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(232,905 |
) |
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Treasury stock |
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(5,198 |
) |
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(5,825 |
) |
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Total Equity |
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134,414 |
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604,829 |
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Total Liabilities and Equity |
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$ |
1,178,266 |
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$ |
1,682,512 |
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Condensed Consolidated Statements of Loss
(Preliminary, Unaudited)
(In thousands, except per share amounts)
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Three Months Ended |
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Twelve Months Ended |
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December 31, |
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December 31, |
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2024 |
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2023 |
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2024 |
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2023 |
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Revenue |
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Network Solutions |
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$ |
197,009 |
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$ |
180,405 |
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$ |
738,964 |
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$ |
974,389 |
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Services & Support |
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45,843 |
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45,074 |
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183,756 |
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|
174,711 |
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Total Revenue |
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242,852 |
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225,479 |
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|
922,720 |
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1,149,100 |
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Cost of Revenue |
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Network Solutions |
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134,184 |
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126,248 |
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511,070 |
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722,582 |
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Network Solutions - charges and inventory write-down |
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— |
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3,270 |
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8,597 |
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|
24,313 |
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Services & Support |
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17,435 |
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17,496 |
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72,739 |
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|
69,142 |
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Total Cost of Revenue |
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151,619 |
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147,014 |
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592,406 |
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|
816,037 |
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Gross Profit |
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91,233 |
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|
|
78,465 |
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|
330,314 |
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|
333,063 |
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Selling, general and administrative expenses |
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|
57,156 |
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|
|
61,262 |
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|
|
233,369 |
|
|
|
258,149 |
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Research and development expenses |
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|
49,209 |
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|
|
54,818 |
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|
|
221,463 |
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|
|
258,311 |
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Goodwill impairment |
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— |
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— |
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|
292,583 |
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|
37,874 |
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Operating Loss |
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(15,132 |
) |
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|
(37,615 |
) |
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|
(417,101 |
) |
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(221,271 |
) |
Interest and dividend income |
|
|
1,631 |
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|
|
1,157 |
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|
|
3,058 |
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|
|
2,340 |
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Interest expense |
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(4,870 |
) |
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(4,441 |
) |
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(22,053 |
) |
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(16,299 |
) |
Net investment (loss) gain |
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(920 |
) |
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1,683 |
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3,587 |
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|
2,754 |
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Other income (expense), net |
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|
687 |
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(3,448 |
) |
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|
246 |
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|
1,266 |
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Loss Before Income Taxes |
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(18,604 |
) |
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(42,664 |
) |
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|
(432,263 |
) |
|
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(231,210 |
) |
Income tax expense |
|
|
(24,906 |
) |
|
|
(64,632 |
) |
|
|
(8,785 |
) |
|
|
(28,133 |
) |
Net Loss |
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$ |
(43,510 |
) |
|
$ |
(107,296 |
) |
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$ |
(441,048 |
) |
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$ |
(259,343 |
) |
Net Income attributable to non-controlling interest |
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2,406 |
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|
2,566 |
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|
|
9,824 |
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|
6,946 |
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Net Loss attributable to ADTRAN Holdings, Inc. |
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$ |
(45,916 |
) |
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$ |
(109,862 |
) |
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$ |
(450,872 |
) |
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$ |
(266,289 |
) |
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Weighted average shares outstanding – basic |
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79,091 |
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78,530 |
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78,928 |
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|
78,416 |
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Weighted average shares outstanding – diluted |
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79,091 |
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|
|
78,530 |
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|
|
78,928 |
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|
78,416 |
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Loss per common share attributable to ADTRAN Holdings, Inc. – basic |
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$ |
(0.58 |
) |
(1) |
$ |
(1.40 |
) |
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$ |
(5.67 |
) |
(1) |
$ |
(3.39 |
) |
Loss per common share attributable to ADTRAN Holdings, Inc. – diluted |
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$ |
(0.58 |
) |
(1) |
$ |
(1.40 |
) |
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$ |
(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 $3.0 million effect of redemption of RNCI for the year ended December 31, 2024.
Condensed Consolidated Statements of Cash Flows
(Preliminary, Unaudited)
(In thousands)
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Twelve Months Ended
December 31, |
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2024 |
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2023 |
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Cash flows from operating activities: |
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Net Loss |
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$ |
(441,048 |
) |
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$ |
(259,343 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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90,985 |
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|
112,949 |
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Goodwill impairment |
|
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292,583 |
|
|
|
37,874 |
|
Amortization of debt issuance cost |
|
|
3,950 |
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|
862 |
|
Accretion on available-for-sale investments, net |
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— |
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|
|
(22 |
) |
Gain on investments |
|
|
(5,030 |
) |
|
|
(2,900 |
) |
Net loss on disposal of property, plant and equipment |
|
|
1,371 |
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|
|
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: |
|
|
|
|
|
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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 |
|
(586 |
) |
(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 |
$ |
94,018 |
|
|
$ |
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 |
|
$ |
2,452 |
|
|
$ |
(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.
Adtran Holdings (Nasdaq: ADTN) Investor Presentation February 26, 2025
Cautionary note regarding forward-looking statements Statements contained in this investor presentation 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.
Introduction and business model
3,100+ Employees worldwide 1,000+ Global technology patents $923M Revenue1 50 35+ Years of experience Α — Ω End-to-end solutions portfolio Who is Adtran? Your trusted partner for the fiber everywhere era Worldwide locations HQ = Huntsville, AL “Our vision is to enable a fully-connected world, where the power and freedom to communicate is available to everyone, everywhere, in a secure, efficient and sustainable environment.” Tom Stanton, Chairman and CEO, Adtran 1Preliminary until 10-K filing
Market trends Industry update Continued growth in scalable, secure and AI-optimized fiber networks Fiber everywhere era continues Mix of public and private funding remains strong Connecting all homes, business, 5G sites and critical infrastructure AI infrastructure reshaping networks Rapid expansion of cloud infrastructure led by AI Large-scale training sites today. Edge and on-prem sites expected to follow Growing importance of secure networks Threat from attacks higher than ever before Legacy infrastructure networks need to be digitized and encrypted Data & AI transforming network operations Applying to AI to automate operations and improve subscriber experience Significantly reduces operational expenses
Business model Adtran is a global vendor with scale and diversity Portfolio differentiation Customer diversity Global presence Trusted vendor Optical core to customer premise End-to-end automation & insights Enhanced security and assurance Balanced mix of national SPs, regional SPs, enterprise, and ICP customers Continued growth opportunities in each segment Geo-diverse supply chain Globally diverse R&D, sales and support Balanced geographic mix of customers Secure networking specialist Long history with top tier SP, enterprise and government customers Leading alternative to high-risk vendors
Adtran portfolio From the core through the door 5G Data-driven intelligence for operations and support Subscriber experience Access domain Optical domain Subscriber Solutions Cloud-managed Wi-Fi 7 Residential and business fiber CPE Data collection Data-driven insights Access and Aggregation Solutions High-density fiber access platforms Ultra-precise, resilient timing solutions Optical Networking Solutions Metro/regional DWDM platforms Pluggable coherent transceivers
Addressable MArkets Fiber networking market forecasts CAGR*: ~3.6% CAGR*: ~4.4% CAGR*: ~6.8% *3-year 2025 - 2028 Sources: PON OLT+ONT: Dell’Oro 5-yr Broadband Access and Home Networking Report (Feb 2025) Metro WDM: Omdia Optical Network Forecast (May 2024) Carrier Ethernet: Omdia Service Provider Switching and Routing Forecast (September 2024)
Business model Factors expected to drive long-term growth Expansion of fiber networks Strong mix of public and private funds to build out fiber to homes, businesses, 5G sites, and critical infrastructure In-home networks upgrading to multi-Gig Wi-Fi to match access network speeds Adtran has strong presence and broad portfolio in high growth markets High-risk vendor replacement Shift away from Chinese vendors continues given geopolitical situation Adtran is leading alternative to high-risk vendors in optical transport and fiber access given our portfolio strengths and broad global presence Securing critical networks Increased demand for modernizing and upgrading critical infrastructure within government, utilities and large enterprise applications AI applications drive further demand for securing connectivity at the network edge Adtran is a secure networks specialist with top tier customers and portfolio in this space
Business update
business update Preliminary Q4 2004 highlights Revenue of $243m, up sequentially and above mid-point of outlook ($230m-$245m) Revenue above mid-point of guidance range Q4 24 Non-GAAP gross margin of 42.0%, decreased 11 bps QoQ and up 10 bps YoY Strong non-GAAP gross margin Operating cash flow of $5m, free cash flow ($10m) in Q4 24 2024 operating cash flow $103m, free cash flow of $40m generated, an increase of $129m y-o-y Cash flow Non-GAAP operating margin of 3.3%, above mid-point of outlook (guidance 0% - +4%) Continued improvement in non-GAAP operating margin Non-GAAP gross margin is calculated as non-GAAP gross profit divided by revenue. Non-GAAP operating margin is calculated as non-GAAP operating profit divided by revenue. Non-GAAP free cash flow is operating cash flow less purchases of property, plant and equipment and developed technologies. A reconciliation of each non-GAAP financial measure to the most comparable GAAP measure is included in the appendix of this presentation. Note: All results are approximate due to the preliminary nature of the presentation.
Q4 2024 business update Technology update Subscriber solutions Strong demand in 10 Gig ONTs, 10 Gig Carrier Ethernet CPE and multi-Gig Wi-Fi 7 platforms Rapidly expanding customer base with Intellifi cloud-managed Wi-Fi solutions Access and aggregation solutions Customers expanding and upgrading to 10 Gig fiber access networks while trialing 50 Gig PON High demand for resilient, ultra-precise timing solutions for government networks Optical networking solutions Increasing demand for 100 Gig at the edge and 400/800 Gig upgrades in metro/regional networks Increasing demand for upgrading and securing critical infrastructure (i.e., utilities, government, etc.) Software platforms Expanding adoption of Mosaic One for network insights and intelligence. Strong demand for optical network automation. Professional services Continued growth in hardware and software maintenance services to support growing base of infrastructure solutions.
Q4 2024 business update Preliminary revenue by segment, category and region Category Region Q4 2023 Q4 2024 $225.5 $242.9 Services & Support Network Solutions Q3 2024 Q4 2024 $227.7 $242.9 Y-o-Y Q-o-Q Q4 2023 Q4 2024 $225.5 $242.9 Access & Aggregation Subscriber Solutions Optical Networking Solutions Q3 2024 Q4 2024 $227.7 $242.9 Q4 2023 Q4 2024 $225.5 $242.9 Non-US US Q3 2024 Q4 2024 $227.7 $242.9 In $m Segment Note: Potential differences may be due to rounding. All results are approximate due to the preliminary nature of the presentation.
Q4 2024 business update Well diversified across technology, markets and customer base Categories Optical networking solutions Subscriber solutions Access & aggregation solutions Market Customers Large SPs Regional SPs Enterprise / ICP / OEM U.S. Non-U.S. Note: Potential differences may be due to rounding. All results are approximate due to the preliminary nature of the presentation.
Q4 2024 business update Preliminary financial information Q4 2023 Q3 2024 Q4 2024 +7.7% +6.7% Q4 2023 Q3 2024 Q4 2024 41.9% 42.1% 42.0% +10bps -11bps Q4 2023 Q3 2024 Q4 2024 -3.7% 0.7% Q4 2023 Q3 2024 Q4 2024 Q4 2023 Q3 2024 Q4 2024 Note: All results are approximate due to the preliminary nature of the presentation. Potential differences may be due to rounding. Note: A reconciliation of each non-GAAP financial measure to the most comparable GAAP measure is included in the appendix of this presentation. Non-GAAP operating margin is calculated as non-GAAP operating loss divided by revenue. Q4 24 Revenue ($) 242.9m +6.7% q-o-q Q4 24 Non-GAAP gross margin 42.0% -11 bps q-o-q Q4 24 Non-GAAP operating expenses ($) 94.0m +1.7% q-o-q Q4 24 Non-GAAP operating margin 3.3% +216 bps q-o-q Q4 24 Non-GAAP diluted EPS ($) -0.01 Q4 2023 Q3 2024 Q4 2024 0.00 Q4 24 Non-GAAP diluted EPS ($) 0.00
Q4 2024 business update Preliminary balance sheet highlights Trade Accounts Receivables $m Q4 2023 Q3 2024 Q4 2024 Trade Accounts Payables $m Q4 2023 Q3 2024 Q4 2024 Inventories $m Q4 2023 Q3 2024 Q4 2024 Net Working Capital $m Q4 2023 Q3 2024 Q4 2024 Q4 23 Q1 24 Q2 24 Q3 24 Q4 24 DSO DPO Rolling DSO vs. DPO development Days Note: All results are approximate due to the preliminary nature of the presentation. Potential differences may be due to rounding.
Q4 2024 business update Preliminary cash flow highlights Operating Cash flow $m (2023 vs. 2024) 2023 2024 Non-GAAP Free cash flow1 $m (2023 vs. 2024) 2023 2024 -$89 Cash ($m) Q4 2023 Q3 2024 Q4 2024 Operating Cash flow $m (Q3 vs. Q4) Q3 2024 Q4 2024 $42 Non-GAAP Free cash flow1 $m (Q3 vs. Q4) Q3 2024 Q4 2024 1Non-GAAP free cash flow is operating cash flow less purchases of property, plant and equipment and developed technologies. Note: All results are approximate due to the preliminary nature of the presentation. .Potential differences may be due to rounding.
18 Inventory conditions have materially recovered. Booking trends continue to improve. A return to normalized spending is expected over the coming quarters. Increasing fiber infrastructure growth due to fiber expansion, vendor consolidation, a shift away from high-risk Chinese vendors, and investments focused on AI. Opex is aligned to expanding revenue without materially growing expenses, coupled with gross expansion. Continued focus on strengthening our balance sheet by reducing debt through cash generation and divesting non-strategic assets. 2025 outlook
Outlook for Q1 2025 Previous outlook (for Q4 2024) Current outlook (for Q1 2025) Revenue $230m – $245m $237.5m – $252.5m Non-GAAP operating margin 0% – +4% 0% – +4%
GAAP to non-GAAP reconciliation
Non-GAAP cost of revenue, gross profit and gross margin reconciliation (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.
Non-GAAP operating expense reconciliation See footnotes on following page
Non-GAAP operating expense reconciliation footnotes (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
Non-GAAP operating loss reconciliation (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
Non-GAAP other expense reconciliation (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.
Non-GAAP net income (loss) and income (loss) per share attributable of non-controlling interest reconciliation (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.
Free cash flow reconciliation (1) Purchases related to capital expenditures and developed technologies.
Appendix
2025 Financial calendar Needham 27th Annual Growth Conference – New York January 14 Stifel 2025 NYC One-on-One Conference – New York March 11 37th Annual ROTH Conference – Dana Point, California March 18
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 attributable to the non-controlling interest, non-GAAP net loss attributable to the Company, non-GAAP earnings (loss) per share - basic and diluted, attributable to the Company, and non-GAAP 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. The information contained in this presentation is solely based on preliminary unaudited condensed consolidated results. Additionally, 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 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.
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