STAR DIAMOND CORPORATION ANNOUNCES FIRST QUARTER 2025 RESULTS
SASKATOON, SK, May 13, 2025 /CNW/ - Star Diamond Corporation ("Star Diamond" or the "Company") reports that unaudited financial results for the quarter ended March 31, 2025, will be filed today on SEDAR+ and may be viewed at www.sedarplus.ca once posted. (In thousands of Canadian dollars, except common share or per share amounts or as otherwise noted).
OverviewStar Diamond is a Canadian natural resource company focused on exploring and evaluating Saskatchewan's diamond resources. Star Diamond holds a 100% interest in the Fort à la Corne Project, (FALC Project, which includes the Star – Orion South Diamond Project, or the "Project"). These properties are in central Saskatchewan, near established infrastructure, including paved highways and the electrical power grid, which provide significant advantages for future possible mine development.
The Company also holds a 100% interest in the exploration and evaluation properties and assets of the Buffalo Hills Diamond Project (the "BH Project") located approximately 400 kilometres northwest of Edmonton, Alberta, Canada (see "Corporate Developments").
Fort à la Corne mineral propertiesThe Company currently holds a 100% interest in certain Fort à la Corne ("FALC") kimberlites (see March 26, 2024, news release: Star Diamond Corporation completes acquisition of Rio Tinto's 75% interest in Fort à la Corne Joint Venture) including the Star and Orion South Kimberlites. The FALC mineral properties are located in the Fort à la Corne Provincial Forest, 60 km east of Prince Albert, Saskatchewan. Highway 55, located to the north of the Project, connects Prince Albert with several towns located directly north of FALC to the town of Nipawin, east of FALC. Highway 6 runs north south and is located to the east of FALC.
Recent activities relating to the Star - Orion South Diamond Project and Fort à la Corne mineral propertiesThe Revised Mineral Resources estimate (see July 24, 2024 news release: Star – Orion South Diamond Project Revised Mineral Resources Estimate) will now be incorporated into a re-optimized open pit mine plan for the Project, which will include a re-evaluation of Mineral Reserves and an economic assessment based thereon. It is anticipated that this work will be completed during 2025-26 and will result in an updated Pre-feasibility Study including a revised statement of Mineral Reserves for the Project, if warranted, and an economic assessment based thereon.
Effective January 1, 2025, the Company has outsourced the Chief Financial Officer ("CFO") to Mr. Carmelo Marrelli, replacing Mr. Rick Johnson.
In January 2025, the Company disposed of its remaining share position in Wescan Goldfields Inc. ("Wescan") for gross proceeds of $114.
On February 18, 2025 and February 27, 2025, Star Diamond closed a non-brokered private placement (the "Offering") of convertible debentures (the "Debentures") to raise aggregate gross proceeds of $335 and $230, respectively, which resulted in total gross proceeds of $565. The Debentures bear simple interest at a rate of 8% per annum and are convertible into common shares of the Company in certain circumstances, including upon a qualified offering to raise aggregate gross proceeds in excess of $2,000. Pursuant to the closing of both tranches of the Offering, the Company issued an aggregate combined total of 28,250,000 share purchase warrants ("Warrants"), being one Warrant for each $0.02 principal amount of Debentures purchased. Each Warrant is exercisable to acquire one common share of the Company at an exercise price of $0.06 for a period of 2 years from the closing. In connection with the Offering, Mr. Mason, CEO of the Company, purchased Debentures in the aggregate principal amount of $25. Ms. Lisa Riley, director of the Company, has purchased Debentures in the aggregate principal amount of $20.
On February 27, 2025, the Company announced the resignation of George Read as Senior Vice President Corporate Development effective February 28, 2025) and his appointment as a Senior Technical Advisor.
Buffalo Hills mineral propertiesThe Company holds a 100% interest in the exploration and evaluation properties and assets of the Buffalo Hills (BH) Project. Located approximately 400 kilometres northwest of Edmonton, Alberta, Canada, the BH Project includes 21 mineral leases covering 4,800 hectares and is a significant and accessible field of diamond-bearing kimberlites, with similarities to the Company's Fort á la Corne kimberlites. The BH Project is located in the Buffalo Hills Kimberlite District, which contains at least 38 individual kimberlite bodies, of which 26 kimberlites are diamond-bearing and a number of which outcrop at surface. Exploration on these kimberlites started in 1996, and small parcels of diamonds have been collected from various exploration programs on many of those considered most prospective.
Quarter End ResultsFor the three months ended March 31, 2025, the Company recorded a net loss of $966 or $0.00 per share (2024 – net loss of $886 or $0.00 per share). The increase in net loss was primarily due to the following:
Exploration and evaluation expenditures increased to $467 in 2025 (2024 - $289). Exploration and evaluation expenditures incurred during 2025 were primarily due to security and maintenance, continued diamond analyses, and test work for the FALC Project. due to increased depreciation of property, plant and equipment. In 2025, exploration and evaluation expenditures also included $225 of depreciation of property, plant and equipment (2024 - $1).
Unwinding of discount of environmental rehabilitation provision increased to $66 in 2025 (2024 - $nil).
Corporate development decreased to $13 in 2025 (2024 - $138) due to reduced marketing and publications issued in 2025.
On March 31, 2025, the Company had $321 (December 31, 2024 - $164) in cash and cash equivalents and a working capital deficit (excess of current liabilities over current assets) of $1,002 (2024 – working capital deficit of $1,017). The decrease in working capital deficit was a result of proceeds received from convertible debentures and sale of shares in Wescan Goldfields Inc., offset by net cash used in operating activities. In 2025, the Company initiated the following cost reductions:
We have moved our head office to a smaller area in the same building resulting in a 70% drop in our office lease payments;
All marketing and consulting contracts have been paused;
The Board agreed to forgo cash compensation until such time as the Company is on better financial footing; and
Certain management/employee functions will be reduced or eliminated.
A budget has been prepared for the completion of the PFS of $3,000 which is subject to the completion of a financing.
However, the ability of the Company to continue as a going concern and fund its expenses in an orderly manner will require additional forms of financing. There can be no assurance that the Company will succeed in obtaining additional financing, now or in the future. Failure to raise additional financing on a timely basis could cause the Company to suspend its operations and planned activities.
Selected financial highlights include:
Selected financial information of the Company for the three months ended March 31, 2025 and 2024 is summarized as follows:Three months
ended
March 31, 2025
$
Three months
Ended
March 31, 2024
$
Net loss
(966)
(886)
Net loss per share (1)
(0.00)
(0.00)
Current assets
449
4,761
Total assets
14,287
19,489
Current liabilities
1,451
2,534
Total non-current liabilities
8,350
7,683
Working capital (deficit)
(1,002)
2,227
(1) Basic and diluted.
Summary of Quarterly Result2025
2024
2023Qtr 1
Qtr 4
Qtr 3
Qtr 2
Qtr 1
Qtr 4
Qtr 3
Qtr 2
Total assets ($ millions)
14.3
14.4
16.2
16.3
19.5
1.2
1.3
1.8
Total liabilities ($ millions)
9.8
9.2
8.7
8.6
10.2
1.0
0.7
0.7
Expense ($ millions)
0.9
1.1
1.3
1.5
0.9
1.0
0.6
0.6
Net loss ($ millions)
1.0
2.0
1.4
1.6
0.9
1.0
0.6
0.9
Net loss per share (1) ($)
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Shares outstanding (millions)
617.8
617.6
611.5
599.9
494.8
482.7
476.4
476.0
(1) Basic and diluted.
OutlookFort à la Corne mineral propertiesStar Diamond's technical team will focus on the technical investigation and evaluation of the Star – Orion South Diamond Project, with the goal of a future development decision. The initial work was completed in 2024 with a revised Mineral Resource estimate for the Star – Orion South Diamond Project, which will form the foundation of an updated Prefeasibility Study ("PFS"). The PFS will enable a Feasibility Study, on which a production decision can be based.
Buffalo Hills mineral propertiesManagement continues to review the recent results from the diamond valuation and typing analysis with a view to possible work programs and a potential path forward for the asset. A more detailed update on activities at Buffalo Hills will be provided as it becomes available.
About Star Diamond CorporationStar Diamond is a Canadian natural resource company focused on exploring and evaluating Saskatchewan's diamond resources. Star Diamond holds a 100% interest in the Fort à la Corne Project, (FALC Project, which includes the Star – Orion South Diamond Project, or the "Project"). These properties are in central Saskatchewan, near established infrastructure, including paved highways and the electrical power grid, which provide significant advantages for future possible mine development.
The Company also holds a 100% interest in the exploration and evaluation properties of the Buffalo Hills Diamond Project (the "BH Project") located approximately 400 kilometres northwest of Edmonton, Alberta, Canada (see "Corporate Developments").
Technical Information
All technical information in this MD&A has been prepared under the supervision of Mark Shimell, VP Exploration, Professional Geoscientist in the Province of Saskatchewan, who is the Company's "Qualified Person" under NI 43-101.
Stay Connected with Us:Twitter: https://twitter.com/StarDiamondCorp LinkedIn: https://www.linkedin.com/company/star-diamond-corp Facebook: https://www.facebook.com/people/Star-Diamond-Corp/100058096376664/ Instagram: https://www.instagram.com/stardiamondcorp/
Caution Regarding Forward-looking Statements
This press release contains "forward-looking statements" and/or "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes", or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results, "may", "could", "would", "will", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. All statements, other than statements of historical fact, are forward-looking statements.
These forward-looking statements are based on Star Diamond's current beliefs as well as assumptions made by and information currently available to Star Diamond and involve inherent risks and uncertainties, both general and specific. Risks exist that forward-looking statements will not be achieved due to a number of factors including, but not limited to, statements regarding Rio Tinto Canada, the Company's ability to obtain financing to further the exploration, evaluation and/or development of exploration and evaluation properties in which the Company holds interest, the economic feasibility of any future development projects, developments in world diamond markets, changes in diamond prices, risks relating to fluctuations in the Canadian dollar and other currencies relative to the US dollar, the impact of changes in the laws and regulations regulating mining exploration, development, closure, judicial or regulatory judgments and legal proceedings, operational and infrastructure risks and the additional risks described in Star Diamond's most recently filed Annual Information Form, and annual and interim MDA.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. In addition, forward-looking statements are provided solely for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of our operating environment. Accordingly, readers should not place undue reliance on forward-looking statements.
Forward-looking statements in this news release are made as of the date hereof and Star Diamond assumes no obligation to update any forward-looking statements, except as required by applicable laws.
SOURCE Star Diamond Corporation
View original content: http://www.newswire.ca/en/releases/archive/May2025/13/c4397.html
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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. 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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. 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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


Business Upturn
3 hours ago
- Business Upturn
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.


Business Upturn
3 hours ago
- Business Upturn
HCM III Acquisition Corp Announces Closing of $253,000,000 Initial Public Offering
STAMFORD, Ct, Aug. 04, 2025 (GLOBE NEWSWIRE) — HCM III Acquisition Corp (Nasdaq: HCMAU) (the 'Company'), a blank check company whose business purpose is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, announced today the closing of its previously announced initial public offering of 25,300,000 units, including 3,300,000 units issued pursuant to the full exercise by the underwriter of its over-allotment option. The units were sold at a price of $10.00 per unit. The Company's units began trading on August 1, 2025 on the Nasdaq Global Market under the symbol 'HCMAU'. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant is exercisable to purchase one Class A ordinary share of the Company at a price of $11.50 per share. Only whole warrants are exercisable and will trade. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the Nasdaq Global Market under the ticker symbols 'HCMA' and 'HCMAW,' respectively. The Company intends to focus on identifying businesses which provide disruptive technology or innovations within the financial services industry. The Company's efforts will be focused on acquiring established businesses that it believes are fundamentally sound, but in need of assistance to maximize their potential value. The Company is led by Shawn Matthews, Chairman and Chief Executive Officer; and Steven Bischoff, President and Chief Financial Officer. Cantor Fitzgerald & Co. acted as sole bookrunner for the offering. A registration statement relating to the securities was filed with, and declared effective by, the Securities and Exchange Commission ('SEC') on July 31, 2025. The public offering is being made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from: Cantor Fitzgerald & Co., Attention Capital Markets, 499 Park Avenue, New York, NY 10022, or by e-mail at [email protected]. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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 HCM III Acquisition Corp HCM III Acquisition Corp is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus on identifying businesses which provide disruptive technology or innovations within the financial services industry. The Company's efforts will be focused on acquiring established businesses that it believes are fundamentally sound, but in need of assistance to maximize their potential value. FORWARD-LOOKING STATEMENTS This press release contains statements that constitute 'forward-looking statements.' Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the 'Risk Factors' section of the Company's registration statement filed with the SEC and the preliminary prospectus included therein. Copies of these documents are available on the SEC's website, The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. Media Contact: Steven Bischoff [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