American Critical Minerals Announces Kenneth Taylor as Strategic Advisor to the Company and Launches Early Warrant Exercise Incentive Program
Kenneth Taylor is an expert in Salt Minerals and Evaporite Deposits and has worked for over 20 years in the States of Utah and New Mexico. Ken was with Intrepid Potash Inc. (www.intrepidpotash.com) for 12 years in a number of roles including as part of Senior Management, latterly as Vice President of Business Development. He has also consulted to a number of entities in Utah and for the last 8 years has been in senior positions with Redmond Minerals focused primarily on its Mineral Salt Products and is its Chief Financial Officer.
Ken has process, regulatory, finance, sales, and research experience across a broad range of evaporite minerals including sodium chloride (salt), potash (potassium chloride), lithium chloride, magnesium chloride, and other forms of evaporites. His combination of financial and operational experience combined with work on R&D projects will enable him to provide commercial, operational and strategic advice to the American Critical Minerals Team. His industry connections and current work network will provide access to a number of potential Industry and Strategic Partners as well as State Government Entities.
Ken graduated Magna Cum Laude from BYU with a degree in Civil and Environmental Engineering and has post graduate degrees in business from the Booth School of Business in Chicago and Stanford Graduate School of Business.
Management Commentary
Simon Clarke President & CEO stated, 'we are delighted to welcome Ken to our team, his knowledge, and insights as well as his strategic relationships will be extremely valuable as we continue to advance our Green River Project. In particular, his knowledge of successful Potash Solution Mining Operations in the Paradox Basin and the evolution of the Paradox Brines as a major source of lithium and associated by-products, provides us with invaluable insights and connections, as does his knowledge of successfully developing evaporite deposits across Utah and beyond.'
Warrant Incentive Program
The Company also announces the implementation of a warrant exercise incentive program (the 'Program') intended to encourage the early exercise of up to 4,620,800 warrants (the 'Warrants') previously issued in connection with a private placement and which are currently exercisable at a price of $0.1875 per share. Under the Program, the Company is offering an inducement to each holder of the Warrants that exercises on or before August 6, 2025 (the 'Program End Date'). Holders exercising Warrants on or before the Program End Date will be entitled to receive one additional warrant (the 'New Warrant') for each share subscribed for. Each New Warrant will be exercisable at a price of $0.28 until August 6, 2027. The proceeds from the Program will strengthen the Company's treasury and will be used for working capital purposes and the advancement of the Company's Green River Project.
Holders of the Warrants are encouraged to contact the Company to coordinate exercise prior to the Program End Date.
About American Critical Minerals' Green River Potash and Lithium Project
The Green River Potash and Lithium Project is situated within Utah's highly productive Paradox Basin, located 20 miles northwest of Moab, Utah and has significant logistical advantages including close proximity to major rail hubs, airport, roads, water, towns and labour markets. It also benefits from close proximity to the agricultural and industrial heartland of America and numerous potential end-users for its products.
The history of oil and gas production across the Paradox Basin provides geologic data from historic wells across the Project, and the wider Basin, validating and de-risking the potential for high grade potash and large amounts of contained lithium. Wells in and around the project reported lithium up to 500 ppm, bromine up to 6,100 ppm and boron up to 1,260 ppm (Gilbride & Santos, 2012). This data is reinforced by nearby potash production and the advanced stage of neighbouring lithium projects. The Paradox Basin is believed to contain up to 56 billion tonnes of lithium brines, potentially the largest such resource in US (Source: Anson Fastmarkets Presentation – https://wcsecure.weblink.com.au/pdf/ASN/02823465.pdf )The Company also has a 43-101 Exploration Target of 600 million to 1 billion tonnes of sylvinite (the most important source for the production of potash in North America) with average grades ranging from 19% to 29% KCL.**
The Company holds a 100% interest in eleven State of Utah (SITLA) mineral and minerals salt leases covering approximately 7,050 acres, 1,094 federal lithium brine claims (BLM Placer Claims) covering 21,150 acres, and 11 federal (BLM) potash prospecting permits covering approximately 25,480 acres. Through these leases, permits and claims the Company has the ability to explore for potash, lithium and potential by-products across the entire Green River Project (approx. 32,530 acres). The Company is authorized to drill a total of 7 exploratory drill holes across the Project (pending bonding the recently approved 4 drill holes).
Intrepid Potash, Inc. is America's largest potash company and only U.S. domestic potash producer and currently produces potash from its nearby Moab Solution Mine, which the Company believes provides strong evidence of stratigraphic continuity within this part of the Paradox Basin (www.intrepidpotash.com). Anson Resources Ltd. has advanced lithium development projects contiguous to the northern boundary of our Green River Project and neighbouring to the south. Anson has a large initial resource, robust definitive feasibility study and has recently completed successful piloting operations through its partnership with Koch Technology Solutions, as well as an offtake agreement with LG Energy Solution. The Anson exploration targets encompass the combined Mississippian Leadville Formation and the Pennsylvanian Paradox Formation brine-bearing clastic layers, which also underlie American Critical Minerals' entire project area (www.ansonresources.com)*.
In 2022, the U.S. imported approx. 96.5% of its annual potash requirements with domestic producers receiving a higher sales price due to proximity to market (intrepidpotash.com/ August 15, 2024, Investor Presentation). In March 2024, the US Senate introduced a bill to include key fertilizers and potash on the US Department of Interior list of Critical Minerals which already includes lithium. Recent market estimates suggest that the global potash market is over US$50 billion annually and growing at a compound annual growth rate ('CAGR') of close to 5%. Annual lithium demand is now estimated to be over 1 million tonnes globally and continuing to grow rapidly.***
Qualified Person
The Technical content of this news release has been reviewed and approved by Dean Besserer, P.Geo., the Chief Operations Officer ('COO') of the Company and a qualified person for the purposes of NI 43-101.
On behalf of the Board of Directors
Simon Clarke, President & CEO
Contact: (604)-551-9665
*American Critical Minerals' management cautions that results or discoveries on properties in proximity to the American Critical Minerals' properties may not necessarily be indicative of the presence of mineralization on the Company's properties.
**A report titled 'NI 43-101 Technical Report – Green River Potash Project, Grand County, Utah, USA', prepared by Agapito Associates Inc., and dated effective September 12, 2012, quantifies the Green River Potash Project's potash exploration potential in the form of a NI 43-101 Exploration Target. The Exploration Target estimate was prepared in accordance with the National Instrument 43-101 -Standards of Disclosure for Mineral Projects ('NI 43-101'). It should be noted that Exploration Targets are conceptual in nature and there has been insufficient exploration to define them as Mineral Resources, and, while reasonable potential may exist, it is uncertain whether further exploration will result in the determination of a Mineral Resource under NI 43-101. The Exploration Target stated in the Agapito Report is not being reported as part of any Mineral Resource or Mineral Reserve. A copy of the report can be accessed on the corporate website for the Company: www.acmineralscorp.com.
***United States Geological Survey, Mineral Commodity Summaries, January 2024 (https://pubs.usgs.gov/periodicals/mcs2024/mcs2024-potash.pdf).
Cautionary Statements Regarding Forward Looking Information
This news release contains forward-looking information within the meaning of applicable securities legislation. Forward-looking information is typically identified by words such as: believe, uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Important factors that could cause actual results to differ from this forward-looking information include those described under the heading 'Risks and Uncertainties' in the Company's most recently filed MD&A. The Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Readers are cautioned not to place undue reliance on forward-looking expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Such statements include, without limitation, statements regarding future confirmation drilling and its intended outcomes and the intended use of proceeds from the oversubscribed financing. Although the Company believes that such statements are reasonable, it can give no assurances that such expectations will prove to be correct. All such forward-looking information is based on certain assumptions and analyses made by the Company in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. This information, however, is subject to a variety of risks and information.
SOURCE: American Critical Minerals Corp.
View the original press release on ACCESS Newswire
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These results underscore the impact of our strategic product investments and the trust customers are placing in Adtran to help them evolve and scale their networks to meet the demands of cloud, AI, and edge computing.' Mr. Stanton added, 'Looking forward, our bookings and pipeline reinforce our confidence in continued gains in profitability and cash flow. With a clear strategy, global reach, and investment in next-generation network architectures, Adtran remains well-positioned.' Business outlook 1 For the third quarter of 2025, the Company expects revenue to be within a range of $270.0 million to $280.0 million. Non-GAAP operating margin is expected to be within a range of 3.0% to 7.0%. 1 Non-GAAP operating margin (which is calculated as non-GAAP operating income (loss) divided by revenue) is a non-GAAP financial measure. The Company has provided third 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, such as acquisition related expenses, amortizations and adjustments, stock-based compensation expense, restructuring expenses, integration expenses, deferred compensation adjustments, professional fees and other expenses, and goodwill impairment, 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 second quarter 2025 results on Tuesday, Aug. 5, 2025, at 9:30 a.m. Central Time (4:30 p.m. Central European Summer Time). The Company will webcast this conference call at the events and presentations section of ADTRAN Holdings, Inc. Investor Relations website at approximately 10 minutes before 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 shortly following the call and will remain available for at least 12 months. For more information, visit or email Upcoming conference schedule August 19, 2025: Rosenblatt Age of AI Tech Conference (Virtual) August 26, 2025: Evercore ISI Semiconductor, IT Hardware, & Networking Investor Conference September 10, 2025: Wolfe Research TMT Conference 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 ('Adtran Networks'). Find more at LinkedIn and X. 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 future market conditions, customer demand, and ADTRAN Holdings' strategy, 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 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; (ii) 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; (iii) risks and uncertainties related to our inventory practices and ability to match customer demand; (iv) risks and uncertainties relating to our level of indebtedness and our ability to generate cash; (v) risks and uncertainties relating to ongoing material weaknesses in our internal control over financial reporting; (vi) risks posed by changes in general economic conditions and monetary, fiscal and trade policies, including tariffs; (vii) risks posed by potential breaches of information systems and cyber-attacks; (viii) the risk that we may not be able to effectively compete, including through product improvements and development; and (ix) other risks set forth in our public filings made with the SEC, including our most recent Annual Report on Form 10-K for the year ended December 31, 2024, as amended, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 to be filed with the SEC. 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, operating margin, other expense, net loss inclusive of 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 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 operating margin, 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, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations), stock-based compensation expense, restructuring expenses, integration expenses, deferred compensation adjustments, goodwill impairments, professional fees and other expenses, 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. Condensed Consolidated Statements of Loss (Unaudited) (In thousands, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 (Restated) (Restated) Revenue Network Solutions $ 219,498 $ 179,194 $ 421,715 $ 360,467 Services & Support 45,570 46,797 91,097 91,697 Total Revenue 265,068 225,991 512,812 452,164 Cost of Revenue Network Solutions 147,321 124,773 281,562 253,039 Network Solutions - charges and inventory write-down — 143 — 8,925 Services & Support 18,823 19,816 37,150 38,626 Total Cost of Revenue 166,144 144,732 318,712 300,590 Gross Profit 98,924 81,259 194,100 151,574 Selling, general and administrative expenses 60,347 59,364 110,632 118,355 Research and development expenses 51,895 60,352 100,754 120,567 Goodwill impairment — — — 297,353 Operating Loss (13,318 ) (38,457 ) (17,286 ) (384,701 ) Interest and dividend income 201 366 327 763 Interest expense (4,564 ) (6,906 ) (9,325 ) (11,504 ) Net investment gain 3,075 872 1,389 3,125 Other (expense) income, net (2,636 ) (901 ) (1,692 ) 409 Loss Before Income Taxes (17,242 ) (45,026 ) (26,587 ) (391,908 ) Income tax (expense) benefit (1,016 ) (2,136 ) (619 ) 16,511 Net Loss $ (18,258 ) $ (47,162 ) $ (27,206 ) $ (375,397 ) Less: Net Income attributable to non-controlling interest (1) 2,273 2,505 4,592 5,035 Net Loss attributable to ADTRAN Holdings, Inc. $ (20,531 ) $ (49,667 ) $ (31,798 ) $ (380,432 ) Weighted average shares outstanding – basic 79,748 78,852 79,642 78,803 Weighted average shares outstanding – diluted 79,748 78,852 79,642 78,803 Loss per common share attributable to ADTRAN Holdings, Inc. – basic $ (0.24 ) (2) $ (0.63 ) $ (0.38 ) (2) $ (4.83 ) Loss per common share attributable to ADTRAN Holdings, Inc. – diluted $ (0.24 ) (2) $ (0.63 ) $ (0.38 ) (2) $ (4.83 ) (1) For the three and six months ended June 30, 2025 we accrued $2.4 million and $4.8 million, respectively, net income attributable to non-controlling interest, representing the recurring cash compensation earned by non-controlling interest shareholders post-DPLTA. For the three and six months ended June 30, 2024, we accrued $2.5 million and $5.0 million, respectively, representing the recurring cash compensation earned by non-controlling interest shareholders post-DPLTA. (2) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $1.5 million effect of redemption of RNCI for the three and six months ended June 30, 2025 Expand Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands) June 30, 2025 2024 (Restated) Cash flows from operating activities: Net loss $ (27,206 ) $ (375,397 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 44,990 44,843 Goodwill impairment — 297,353 Amortization of debt issuance cost 639 1,013 Gain on investments, net (1,506 ) (2,867 ) Net loss on disposal of property, plant and equipment 24 185 Stock-based compensation expense 5,888 7,787 Deferred income taxes 1,189 (13,684 ) Other, net — (126 ) Inventory write down - business efficiency program — 4,135 Inventory reserves 9,176 3,722 Changes in operating assets and liabilities: Accounts receivable, net 25,754 23,415 Other receivables 1,416 6,279 Income taxes receivable, net (2,349 ) (918 ) Inventory 29,594 64,407 Prepaid expenses, other current assets and other assets 6,095 (18,139 ) Accounts payable (6,242 ) (3,966 ) Accrued expenses and other liabilities (11,305 ) 22,645 Income taxes payable, net (816 ) (2,878 ) Net cash provided by operating activities 75,341 57,809 Cash flows from investing activities: Purchases of property, plant and equipment (12,084 ) (24,971 ) Purchases of intangibles - developed technology (20,444 ) (5,725 ) Proceeds from sales and maturities of available-for-sale investments 727 956 Purchases of available-for-sale investments (243 ) (121 ) Payments for beneficial interests in securitized accounts receivable (49 ) — Net cash used in investing activities (32,093 ) (29,861 ) Cash flows from financing activities: Tax withholdings related to stock-based compensation settlements (1,223 ) (189 ) Proceeds from stock option exercises 1,163 219 Proceeds from receivables purchase agreement — 68,556 Repayments on receivables purchase agreement — (66,399 ) Proceeds from draw on revolving credit agreements 24,000 — Repayment of revolving credit agreements (24,000 ) (5,000 ) Payment of debt issuance cost (64 ) (1,994 ) Payment for redemption of redeemable non-controlling interest (19,363 ) (25 ) Net cash used in financing activities (19,487 ) (4,832 ) Net increase in cash and cash equivalents 23,761 23,116 Effect of exchange rate changes 6,489 902 Cash and cash equivalents, beginning of period 76,021 87,167 Cash and cash equivalents, end of period $ 106,271 $ 111,185 Supplemental disclosure of cash financing activities: Cash paid for interest $ 8,049 $ 6,554 Cash paid for income taxes, net of refunds $ 4,155 $ 7,433 Cash used in operating activities related to operating leases $ 5,236 $ 4,780 Supplemental disclosure of non-cash investing activities: Redemption of redeemable non-controlling interest $ 1,491 $ — Right-of-use assets obtained in exchange for lease obligations $ 3,538 $ 1,999 Purchases of property, plant and equipment included in accounts payable $ 1,450 $ 1,059 Expand Supplemental Information Reconciliation of Gross Profit and Gross Margin to Non-GAAP Gross Profit and Non-GAAP Gross Margin (Unaudited) (In thousands) Three Months Ended Six Months Ended June 30, March 31, June 30, June 30, June 30, 2025 2025 2024 2025 2024 (Restated) (Restated) Total Revenue $ 265,068 $ 247,744 $ 225,991 $ 512,812 $ 452,164 Cost of Revenue 166,144 152,568 144,732 $ 318,712 $ 300,590 Acquisition-related expenses, amortizations and adjustments (1) (10,599 ) (9,831 ) (10,064 ) (20,430 ) (20,241 ) Stock-based compensation expense (222 ) (267 ) (280 ) (489 ) (555 ) Restructuring expenses (2) — — (2,788 ) — (14,035 ) Integration expenses (3) — — (35 ) — (70 ) Non-GAAP Cost of Revenue $ 155,323 $ 142,470 $ 131,565 $ 297,793 $ 265,689 Gross Profit $ 98,924 $ 95,176 $ 81,259 $ 194,100 $ 151,574 Non-GAAP Gross Profit $ 109,745 $ 105,274 $ 94,426 $ 215,019 $ 186,475 Gross Margin 37.3 % 38.4 % 36.0 % 37.9 % 33.5 % Non-GAAP Gross Margin 41.4 % 42.5 % 41.8 % 41.9 % 41.2 % (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 a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of 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 which was completed as of December 31, 2024. Expand Supplemental Information Reconciliation of Operating Expenses to Non-GAAP Operating Expenses (Unaudited) (In thousands) Three Months Ended Six Months Ended June 30, March 31, June 30, June 30, June 30, 2025 2025 2024 2025 2024 (Restated) (Restated) Operating Expenses $ 112,242 $ 99,144 $ 119,716 $ 211,386 $ 536,275 Acquisition-related expenses, amortizations and adjustments (1) (2,175 ) (2) (2,249 ) (8) (7,233 ) (11) (4,424 ) (14) (12,114 ) (16) Stock-based compensation expense (2,451 ) (3) (2,943 ) (9) (3,317 ) (12) (5,394 ) (15) (6,759 ) (17) Restructuring expenses 284 (4) — (10) (14,742 ) (13) 284 (4) (20,604 ) (18) Integration expenses (5) — — (531 ) — (1,011 ) Deferred compensation adjustments (6) (3,034 ) 1,547 (848 ) (1,487 ) (2,788 ) Goodwill impairment — — — — (297,353 ) (19) Professional fees and other expenses (3,153 ) (7) — — (3,153 ) (7) — Non-GAAP Operating Expenses $ 101,713 $ 95,499 $ 93,045 $ 197,212 $ 195,646 (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 intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $1.7 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. (3) $1.8 million is included in selling, general and administrative expenses and $0.7 million is included in research and development expenses on the condensed consolidated statements of loss. (4) Includes true-up of expenses on the condensed consolidated statements of loss for a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 2024. (5) Includes expenses on the condensed consolidated statements of loss 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 and which was completed as of December 31, 2024. (6) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for certain employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss. (7) $3.2 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes professional fees related to an internal investigation and related employee exit costs, fees relating to other one-time professional fees and business expenses. (8) Includes $2.2 million of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations on the condensed consolidated statements of loss. (9) $2.0 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. (10) The Business Efficiency Program was completed as of December 31, 2024. (11) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $6.7 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) $2.4 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) $3.5 million is included in selling, general and administrative expenses and $11.3 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses of $13.5 million of wage related and other charges due to the Greifswald facility closure in connection with the Business Efficiency Program, of which $2.6 million is included in selling, general and administrative and $10.9 million is included in research and development expenses on the condensed consolidated statements of loss. The Business Efficiency Program was completed as of December 31, 2024. (14) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $3.5 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. (15) $3.8 million is included in selling, general and administrative expenses and $1.6 million is included in research and development expenses on the condensed consolidated statements of loss. (16) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $11.2 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. (17) $4.9 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. (18) $5.3 million is included in selling, general and administrative expenses and $15.3 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses of $13.5 million of wage related and other charges due to the Greifswald facility closure in connection with the Business Efficiency Program, of which $2.6 million is included in selling, general and administrative and $10.9 million is included in research and development expenses on the condensed consolidated statements of loss. The Business Efficiency Program was completed as of December 31, 2024. (19) 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. Expand Three Months Ended Six Months Ended June 30, March 31, June 30, June 30, June 30, 2025 2025 2024 2025 2024 (Restated) (Restated) Total Revenue $ 265,068 $ 247,744 $ 225,991 $ 512,812 $ 452,164 Operating Loss $ (13,318 ) $ (3,968 ) $ (38,457 ) $ (17,286 ) $ (384,701 ) Acquisition related expenses, amortizations and adjustments (1) 12,774 12,080 17,297 24,854 32,355 Stock-based compensation expense 2,673 3,210 3,597 5,883 7,314 Restructuring expenses (2) (284 ) — 17,530 (284 ) 34,640 Integration expenses (3) — — 566 — 1,080 Deferred compensation adjustments (4) 3,034 (1,547 ) 848 1,487 2,788 Goodwill impairment (5) — — — — 297,353 Professional fees and other expenses 3,153 (6) — — 3,153 (6) — Non-GAAP Operating Income (Loss) $ 8,032 $ 9,775 $ 1,381 $ 17,807 $ (9,171 ) Operating Margin -5.0 % -1.6 % -17.0 % -3.4 % -85.1 % Non-GAAP Operating Margin 3.0 % 3.9 % 0.6 % 3.5 % -2.0 % (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 the Company's Business Efficiency Program, which was designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 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, which was completed as of December 31, 2024. (4) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for certain 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) $3.2 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes professional fees related to an internal investigation and related employee exit costs, fees relating to other one-time professional fees and business expenses. Expand Three Months Ended Six Months Ended June 30, March 31, June 30, June 30, June 30, 2025 2025 2024 2025 2024 (Restated) (Restated) Interest and dividend income $ 201 $ 126 $ 366 $ 327 $ 763 Interest expense (4,564 ) (4,761 ) (6,906 ) (9,325 ) (11,504 ) Net investment gain (loss) 3,075 (1,686 ) 872 1,389 3,125 Other (expense) income, net (2,636 ) 944 (901 ) (1,692 ) 409 Total Other Expense $ (3,924 ) $ (5,377 ) $ (6,569 ) $ (9,301 ) $ (7,207 ) Deferred compensation adjustments (1) (2,968 ) 1,649 (896 ) (1,319 ) (3,335 ) Pension expense (2) 11 11 7 22 14 Non-GAAP Other Expense $ (6,881 ) $ (3,717 ) $ (7,458 ) $ (10,598 ) $ (10,528 ) (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. Expand Supplemental Information Reconciliation of Net Loss inclusive of Non-Controlling Interest to Non-GAAP Net (Loss) Income inclusive of Non-Controlling Interest (Unaudited) and Reconciliation of Net Loss attributable to ADTRAN Holdings, Inc. and Loss per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted to Non-GAAP Net (Loss) Income attributable to ADTRAN Holdings, Inc. and Non-GAAP (Loss) Earnings per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted (Unaudited) (In thousands, except per share amounts) Three Months Ended Six Months Ended (Restated) (Restated) Net Loss attributable to ADTRAN Holdings, Inc. common stockholders $ (19,037 ) $ (11,270 ) $ (49,667 ) $ (30,307 ) $ (380,432 ) Effect of redemption of RNCI (1) (1,494 ) 3 — (1,491 ) — Net Loss attributable to ADTRAN Holdings, Inc. $ (20,531 ) $ (11,267 ) $ (49,667 ) $ (31,798 ) $ (380,432 ) Net Income attributable to non-controlling interest (2) 2,273 2,319 2,505 4,592 5,035 Net Loss inclusive of non-controlling interest $ (18,258 ) $ (8,948 ) $ (47,162 ) $ (27,206 ) $ (375,397 ) Acquisition related expenses, amortizations and adjustments (3) 12,774 12,080 17,297 24,854 32,355 Stock-based compensation expense 2,673 3,210 3,597 5,883 7,314 Deferred compensation adjustments (4) 66 102 (48 ) 168 (547 ) Pension adjustments (5) 11 11 7 22 14 Restructuring expenses (6) (284 ) — 17,530 (284 ) 34,640 Integration expenses (7) — — 566 — 1,080 Goodwill impairment — — — — 297,353 Professional fees and other expenses 3,153 (8) — — 3,153 (8) — Tax effect of adjustments to net loss (9) 388 (1,980 ) 780 (1,592 ) (17,746 ) Non-GAAP Net Income (Loss) inclusive of non-controlling interest $ 523 $ 4,475 $ (7,433 ) $ 4,998 $ (20,934 ) Net Income attributable to non-controlling interest (2) 2,273 2,319 2,505 4,592 5,035 Non-GAAP Net (Loss) Income attributable to ADTRAN Holdings, Inc. $ (1,750 ) $ 2,156 $ (9,938 ) $ 406 $ (25,969 ) Effect of redemption of RNCI (1) 1,494 (3 ) — 1,491 — Non-GAAP Net (Loss) Income attributable to ADTRAN Holdings, Inc. common stockholders $ (256 ) $ 2,153 $ (9,938 ) $ 1,897 $ (25,969 ) Weighted average shares outstanding – basic 79,748 79,534 78,852 79,642 78,803 Loss per common share attributable to ADTRAN Holdings, Inc. – basic $ (0.24 ) $ (0.14 ) $ (0.63 ) $ (0.38 ) $ (4.83 ) Loss per common share attributable to ADTRAN Holdings, Inc. – diluted $ (0.24 ) $ (0.14 ) $ (0.63 ) $ (0.38 ) $ (4.83 ) Non-GAAP (Loss) Earnings per common share attributable to ADTRAN – basic $ (0.00 ) $ 0.03 $ (0.13 ) $ 0.02 $ (0.33 ) Non-GAAP (Loss) Earnings per common share attributable to ADTRAN – basic $ (0.00 ) $ 0.03 $ (0.13 ) $ 0.02 $ (0.33 ) (1) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $1.5 million effect of redemption of RNCI for the three and six months ended June 30, 2025. (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 a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 2024. (7) 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. Includes fees incurred for the expansion of internal controls at Adtran Networks and the implementation of the DPTLA which was completed as of December 31, 2024. (8) $3.2 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes professional fees related to an internal investigation and related employee exit costs, fees relating to other one-time professional fees and business expenses. (9) 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 $7.9 million and $13.5 million for the three months ended June 30, 2024 and six months ended June 30, 2024, respectively. Expand
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iSpecimen Inc. Announces Closing of Approximately $1.75 Million Private Placement Priced At-the-Market
By GlobeNewswire Published on August 5, 2025, 03:45 IST WOBURN, Mass., Aug. 04, 2025 (GLOBE NEWSWIRE) — iSpecimen Inc. (Nasdaq: ISPC) ('iSpecimen' or the 'Company'), an online global marketplace that connects scientists requiring biospecimens for medical research with a network of healthcare specimen providers, today announced that it closed its previously announced private placement pursuant to a securities purchase agreement with accredited investors for aggregate gross proceeds of approximately $1.75 million, before deducting fees to the placement agent and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering to pay $500,000 for marketing and advertising services to be provided by IR Agency LLC, and the remainder for working capital and general corporate purposes. In connection with the offering, the Company issued 1,559,828 shares of common stock (or pre-funded warrants to purchase shares of common stock) at a purchase price of $1.122 per share, priced at-the-market under Nasdaq rules. The offering closed on August 4, 2025. WestPark Capital, Inc. acted as the exclusive placement agent in connection with the offering. Additional details regarding the offering will be available in a Form 8-K to be filed by the Company with the Securities and Exchange Commission (the 'SEC'). The securities described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock and the shares issuable upon exercise of the pre-funded warrants. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About iSpecimen iSpecimen (Nasdaq: ISPC) offers an online marketplace for human biospecimens, connecting scientists in commercial and non-profit organizations with healthcare providers that have access to patients and specimens needed for medical discovery. Proprietary, cloud-based technology enables scientists to intuitively search for specimens and patients across a federated partner network of hospitals, labs, biobanks, blood centers and other healthcare organizations. For more information, please visit . Safe Harbor Statement Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute 'forward-looking statements.' These statements include, but are not limited to, statements concerning the development of our company. The words 'anticipate,' 'believe,' 'continue,' 'could,' 'estimate,' 'expect,' 'intend,' 'may,' 'plan,' 'potential,' 'predict,' 'project,' 'should,' 'target,' 'will,' 'would' and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The reader is cautioned not to rely on such forward-looking statements. Such forward-looking statements relate to future events or our future performance. In evaluating these forward-looking statements, you should consider various factors, including the uncertainty regarding future commercial success; risks and uncertainties associated with market conditions and the Company's ability to satisfy the closing conditions related to the Offering. These and other factors may cause our actual results to differ materially from any forward-looking statements. Forward-looking statements are only predictions and actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including factors discussed in the 'Risk Factors' section of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 14, 2025, as well as other SEC filings. Any forward-looking statements contained in this press release speak only as of the date hereof and, except as required by federal securities laws, iSpecimen specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. [email protected] Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same. Ahmedabad Plane Crash GlobeNewswire provides press release distribution services globally, with substantial operations in North America and Europe.
