Latest news with #ADTRANHoldings
Business Wire
26-05-2025
- Business
- Business Wire
ADTN Investors Have Opportunity to Join ADTRAN Holdings, Inc. Fraud Investigation with the Schall Law Firm
LOS ANGELES--(BUSINESS WIRE)-- The Schall Law Firm, a national shareholder rights litigation firm, announces that it is investigating claims on behalf of investors of ADTRAN Holdings, Inc. ('Adtran' or 'the Company') (NASDAQ: ADTN) for violations of the securities laws. The investigation focuses on whether the Company issued false and/or misleading statements and/or failed to disclose information pertinent to investors. Adtran filed a current report on Form 8-K with the SEC on February 20, 2024. According to the filing, that 'on February 20, 2024, the Audit Committee of the Board of Directors (the 'Audit Committee') of ADTRAN Holdings, Inc. (the 'Company') concluded, after considering the recommendations of management, that the presentation of the results attributable to the non-controlling interest and of the net loss attributable to the Company and, as a consequence, of the loss per common share attributable to the Company, were materially misstated in (i) the Company's unaudited condensed consolidated financial statements as of and for the quarter ended March 31, 2023 included in the Company's Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 2023, (ii) the Company's unaudited condensed consolidated financial statements as of and for the quarter and six months ended June 30, 2023 included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, and (iii) the Company's unaudited condensed consolidated financial statements as of and for the quarter and nine months ended September 30, 2023 included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, respectively (collectively, the 'Non-Reliance Periods'), and such financial statements should no longer be relied upon.' If you are a shareholder who suffered a loss, click here to participate. We also encourage you to contact Brian Schall of the Schall Law Firm, 2049 Century Park East, Suite 2460, Los Angeles, CA 90067, at 310-301-3335, to discuss your rights free of charge. You can also reach us through the firm's website at or by email at bschall@ The Schall Law Firm represents investors around the world and specializes in securities class action lawsuits and shareholder rights litigation. This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and rules of ethics.
Yahoo
13-05-2025
- Business
- Yahoo
ADTRAN Holdings Postpones 2025 Annual Meeting of Stockholders
HUNTSVILLE, Ala., May 13, 2025--(BUSINESS WIRE)--ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) ("ADTRAN Holdings" or the "Company"), announced today that it is postponing its 2025 annual meeting of stockholders (the "Annual Meeting"), originally scheduled to be held on May 14, 2025, as disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission earlier today (the "Form 8-K"). As described in the Form 8-K, the Company is in the process of restating its financial statements as of and for the years ended December 31, 2024 and 2023 and certain interim periods in 2024 (the "Restatements"). The Company does not expect the Restatements to set forth material changes to the financial information presented in the Company's preliminary earnings release dated May 7, 2025 (the "Preliminary Earnings Release"). Nevertheless, the Annual Meeting is being postponed to allow the Company additional time to complete the process and to provide stockholders with ample time to review the restated financial statements. Tim Santo, Adtran's SVP and CFO, commented, "While the timing is unfortunate and requires the postponement of the annual meeting of stockholders, we are fully committed to filing the restatements on or before May 19, and we do not expect the restatements to set forth material changes to the financial information presented in the preliminary earnings release." Completion and filing of the Restatements with the SEC are expected to be completed as soon as practicable, at which time the Company will notify stockholders of the new date and time of its Annual Meeting. About Adtran ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) is the parent company of Adtran, Inc., a leading global provider of open, disaggregated networking and communications solutions that enable voice, data, video and internet communications across any network infrastructure. From the cloud edge to the subscriber edge, Adtran empowers communications service providers around the world to manage and scale services that connect people, places and things. Adtran solutions are used by service providers, private enterprises, government organizations and millions of individual users worldwide. ADTRAN Holdings, Inc. is also the majority shareholder of Adtran Networks SE, formerly ADVA Optical Networking SE. Find more at Adtran, LinkedIn and X. Forward-Looking Statements Statements contained in this press release which are not historical facts, such as those relating to the expected timing of the Company's completion and filing of the Restatements, the net effect of the Restatements on the Company's historical financial statements, and the timing for the determination of a new date and time for the Annual Meeting, 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, uncertainties related to work required to complete the Restatements and the timing of completion of the Restatements, the possibility of the Restatements reflecting material changes to the financial information presented in the Preliminary Earnings Release, and such other certain risks and uncertainties including those described in more detail in the Company's most recent Annual Report on Form 10-K and other documents on file with the SEC. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this filing, except as required by applicable law or regulation. Published byADTRAN Holdings, View source version on Contacts For media Gareth Spence+44 1904 699 For investors Peter Schuman, IRC+1 256 963 Sign in to access your portfolio
Business Wire
13-05-2025
- Business
- Business Wire
ADTRAN Holdings Postpones 2025 Annual Meeting of Stockholders
HUNTSVILLE, Ala.--(BUSINESS WIRE)--ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) ('ADTRAN Holdings' or the 'Company'), announced today that it is postponing its 2025 annual meeting of stockholders (the 'Annual Meeting'), originally scheduled to be held on May 14, 2025, as disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission earlier today (the 'Form 8-K'). As described in the Form 8-K, the Company is in the process of restating its financial statements as of and for the years ended December 31, 2024 and 2023 and certain interim periods in 2024 (the 'Restatements'). The Company does not expect the Restatements to set forth material changes to the financial information presented in the Company's preliminary earnings release dated May 7, 2025 (the 'Preliminary Earnings Release'). Nevertheless, the Annual Meeting is being postponed to allow the Company additional time to complete the process and to provide stockholders with ample time to review the restated financial statements. Tim Santo, Adtran's SVP and CFO, commented, 'While the timing is unfortunate and requires the postponement of the annual meeting of stockholders, we are fully committed to filing the restatements on or before May 19, and we do not expect the restatements to set forth material changes to the financial information presented in the preliminary earnings release.' Completion and filing of the Restatements with the SEC are expected to be completed as soon as practicable, at which time the Company will notify stockholders of the new date and time of its Annual Meeting. About Adtran ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) is the parent company of Adtran, Inc., a leading global provider of open, disaggregated networking and communications solutions that enable voice, data, video and internet communications across any network infrastructure. From the cloud edge to the subscriber edge, Adtran empowers communications service providers around the world to manage and scale services that connect people, places and things. Adtran solutions are used by service providers, private enterprises, government organizations and millions of individual users worldwide. ADTRAN Holdings, Inc. is also the majority shareholder of Adtran Networks SE, formerly ADVA Optical Networking SE. Find more at Adtran, LinkedIn and X. Forward-Looking Statements Statements contained in this press release which are not historical facts, such as those relating to the expected timing of the Company's completion and filing of the Restatements, the net effect of the Restatements on the Company's historical financial statements, and the timing for the determination of a new date and time for the Annual Meeting, 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, uncertainties related to work required to complete the Restatements and the timing of completion of the Restatements, the possibility of the Restatements reflecting material changes to the financial information presented in the Preliminary Earnings Release, and such other certain risks and uncertainties including those described in more detail in the Company's most recent Annual Report on Form 10-K and other documents on file with the SEC. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this filing, except as required by applicable law or regulation.
Yahoo
08-05-2025
- Business
- Yahoo
ADTRAN Holdings: Q1 Earnings Snapshot
HUNTSVILLE, Ala. (AP) — HUNTSVILLE, Ala. (AP) — ADTRAN Holdings, Inc. (ADTN) on Wednesday reported a loss of $10.6 million in its first quarter. On a per-share basis, the Huntsville, Alabama-based company said it had a loss of 13 cents. Earnings, adjusted for one-time gains and costs, were 3 cents per share. The networking equipment maker posted revenue of $247.7 million in the period. For the current quarter ending in June, ADTRAN Holdings said it expects revenue in the range of $247.5 million to $262.5 million. ADTRAN Holdings shares have fallen roughly 5% since the beginning of the year. The stock has increased 47% in the last 12 months. _____ This story was generated by Automated Insights ( using data from Zacks Investment Research. Access a Zacks stock report on ADTN at Sign in to access your portfolio
Business Wire
08-05-2025
- Business
- Business Wire
ADTRAN Holdings, Inc. reports preliminary first quarter 2025 financial results
HUNTSVILLE, Ala.--(BUSINESS WIRE)--ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) ('ADTRAN Holdings' or the 'Company') today announced its preliminary unaudited financial results for the first quarter ended March 31, 2025. Revenue: $247.7 million, higher by 10% year-over-year, and above the mid-point of outlook. Gross margin: GAAP gross margin: 38.5%; non-GAAP gross margin: 42.6%. Operating margin: at the high end of outlook. GAAP diluted loss per share of $0.13; non-GAAP diluted earnings per share $0.03. Net cash provided by operating activities of $41.6 million. Cash and cash equivalents of $101.3 million, an increase of $23.8 million sequentially. Adtran Holdings' Chairman and Chief Executive Officer Tom Stanton stated, 'We executed on all fronts during the first quarter. Our strong performance reinforces Adtran's improved operating efficiency and the strength of our business model. We delivered solid results, improving several key operating metrics, including higher revenue, strong gross and operating margins, and robust cash from operations. Mr. Stanton added, 'We are well-positioned to navigate and capitalize on shifts in trade policy due to our globally diverse supply chain, operational flexibility, and strong customer relationships. Based on the current visibility and booking trends, we expect this positive momentum to continue into the second quarter.' The information contained in this press release is preliminary. Investors should refer to our Quarterly Report on Form 10-Q for the period ended March 31, 2025 once it is filed with the Securities and Exchange Commission ('SEC'). Business outlook 1 For the second quarter of 2025, the Company expects revenue to be within a range of $247.5 million to $262.5 million. Non-GAAP operating margin is expected to be within a range of 0% to 4%. 1 Non-GAAP operating margin (which is calculated as non-GAAP operating income (loss) divided by revenue) is a non-GAAP financial measure. The Company has provided second 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, 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 preliminary first quarter 2025 results on Thursday, May 8, 2025, at 9:30 a.m. Central Time, or 4:30 p.m. Central European Time. The Company will webcast this conference call at the events and presentations section of ADTRAN Holdings, Inc. Investor Relations website at 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 May 12, 2025: Needham Technology Virtual One-on-One Conference May 28, 2025: 22 nd Annual Craig Hallum Institutional Investor Conference June 25, 2025: Northland Capital Virtual One-on-One Growth 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 Adtran, LinkedIn and Twitter. Cautionary note regarding forward-looking statements Statements contained in this press release and the accompanying earnings call which are not historical facts, such as those relating to expectations regarding future revenue and future non-GAAP operating margin; future service provider spending; future profitability, and growth, including customer acquisition and booking trends, as well as future end market growth; future market trends and customer inventory levels; future operational leverage and cash generation; and ADTRAN Holdings' strategy and outlook, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as 'believe,' 'expect,' 'intend,' 'estimate,' 'anticipate,' 'will,' 'may,' 'could' and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are necessarily estimates and reflect management's best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which have caused and may in the future cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties relating to 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) 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 and risks to be disclosed in our Form 10-Q for the quarterly period ended March 31, 2025 to be filed with the SEC. Additionally, the financial measures presented herein are preliminary estimates, remain subject to our internal controls and procedures, and are subject to risks and uncertainties, including, among others, changes in connection with quarter-end adjustments. Any variation between the Company's actual results and the preliminary financial information set forth herein may be material. Explanation of use of non-GAAP financial measures Set forth in the tables below are reconciliations of gross profit, gross margin, operating expenses, operating loss, other expense, net loss inclusive of the non-controlling interest, net income attributable to the non-controlling interest, net loss attributable to the Company, and loss per share - basic and diluted, attributable to the Company, and net cash provided by operating activities, in each case as reported based on generally accepted accounting principles in the United States ('GAAP'), to non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP other expense, non-GAAP net income (loss) inclusive of the non-controlling interest, non-GAAP net income attributable to the non-controlling interest, non-GAAP net 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, as well as legal and advisory fees related to a previously contemplated significant transaction, stock-based compensation expense, restructuring expenses, integration expenses, deferred compensation adjustments, goodwill impairments, amortization of pension actuarial losses, the tax effect of these adjustments to net loss and purchases of property, plant and equipment. These measures are used by management in our ongoing planning and annual budgeting processes. Additionally, we believe the presentation of these non-GAAP measures, when combined with the presentation of the most directly comparable GAAP financial measure, is beneficial to the overall understanding of ongoing operating performance of the Company. These non-GAAP financial measures are not prepared in accordance with, or an alternative for, GAAP and therefore should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Additionally, our calculation of non-GAAP measures may not be comparable to similar measures calculated by other companies. Published by ADTRAN Holdings, Inc. Following the first quarter of 2025, the Company identified errors in its previously issued consolidated financial statements primarily impacting inventory and cost of revenue. The Company has evaluated the errors and determined that the related impacts were not material to the previously issued consolidated financial statements for any prior period. A summary description of the errors in the Company's Preliminary Condensed Consolidated Financial Statements for the periods ended December 31, 2023, March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024, are as follows: a) For the year ended December 31, 2023 through the year ended December 31, 2024, the Company understated cost of revenue and overstated inventory in the Company's Adtran Networks subsidiary, due to a system error. In addition, there were adjustments in the Company's U.S and Australian subsidiaries related to inventory reserves that were understated. As previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, following the third quarter of 2024, the Company identified errors primarily impacting the carrying values of the redeemable non-controlling interest, retained deficit, the net income attributable to the non-controlling interest and the net loss attributable to the Company and, as a consequence, of the loss per common share attributable to the Company. As previously disclosed, the Company evaluated the errors and determined that the related impacts were not material to the previously issued consolidated financial statements for any prior period. A summary description of the errors in the Company's Condensed Consolidated Financial Statements for the period ended March 31, 2024 is as follows: b) Pursuant to the terms of the DPLTA, each Adtran Networks shareholder (other than the Company) is entitled to receive from us an Annual Recurring Compensation payment of €0.52 per share. The Company erroneously accrued this liability every quarter at €0.59 per share, overstating the associated accrual, the net income attributable to non-controlling interest and the net loss attributable to ADTRAN Holdings, Inc. for the period ended March 31, 2024. c) For the period ended March 31, 2024 the Company remeasured the redeemable non-controlling interest each quarter-end at the current exchange rate of euros to U.S. Dollar. The Company treated the redeemable non-controlling interest as a monetary mezzanine equity instrument but should have treated it as a non-monetary mezzanine equity instrument not subject to remeasurement. The Company will be revising its previously issued 2024 interim financial statements and 2024 annual financial statements in connection with its future filings on Form 10-Q for the periods ended March 31, 2025, June 30, 2025 and September 30, 2025 and Form 10-K for the year ended December 31, 2025. The following tables reflect the expected impact of the revisions to the specific line items presented in the Company's previously reported (i) balance sheets as of March 31, 2024 and as of December 31, 2024, (ii) statements of loss and comprehensive loss for the quarter ended March 31, 2024 and the quarter and year ended December 31, 2024, (iii) the statements of changes in stockholders equity as of March 31, 2024 and December 31, 2024, (iv) statements of cash flows for the quarter ended March 31, 2024 and the year ended December 31, 2024 and (v) the net cash provided by operating activities for the quarter ended December 31, 2024. The preliminary financial information in this press release reflects these revisions. Revised Line Items in the Condensed Consolidated Balance Sheet as of March 31, 2024 (unaudited): Revised Line Items in the Condensed Consolidated Statement of Loss and Condensed Consolidated Statement of Comprehensive Loss for the fiscal quarter ended March 31, 2024 (unaudited): Revised Line Items in the Condensed Consolidated Statement of Loss for the fiscal quarter ended December 31, 2024 (unaudited): Revised Line Items in the Consolidated Balance Sheet as of December 31, 2024 (unaudited): Revised Line Items in the Consolidated Statement of Loss and Consolidated Statement of Comprehensive Loss for the fiscal year ended December 31, 2024 (unaudited): Revised Line Items in the Condensed Consolidated Statement of Changes in Stockholders Equity as of March 31, 2024 (unaudited): Revised Line Items in the Consolidated Statement of Changes in Stockholders Equity as of December 31, 2024 (unaudited): Revised Line Items in the Condensed Consolidated Statement of Cash Flows for the quarter ended March 31, 2024 (unaudited): Revised Line Items in the Consolidated Statement of Cash Flows for the year ended December 31, 2024 (unaudited): Revised Net Cash Provided by Operating Activities for the quarter ended December 31, 2024 (unaudited): For additional information, please refer to our note 1 to the Condensed Consolidated Financial Statement set forth in the Form 10-Q for the quarterly period ended March 31, 2025 to be filed with the SEC. Condensed Consolidated Statements of Loss (Preliminary, Unaudited) (In thousands, except per share amounts) Three Months Ended March 31, 2025 2024 Revenue Network Solutions $ 202,217 $ 181,273 Services & Support 45,527 44,900 Total Revenue 247,744 226,173 Cost of Revenue Network Solutions 133,925 128,278 Network Solutions - charges and inventory write-down — 8,782 Services & Support 18,327 18,810 Total Cost of Revenue 152,252 155,870 Gross Profit 95,492 70,303 Selling, general and administrative expenses 50,285 59,100 Research and development expenses 48,859 60,251 Goodwill impairment — 292,583 Operating Loss (3,652 ) (341,631 ) Interest and dividend income 126 397 Interest expense (4,761 ) (4,598 ) Net investment (loss) gain (1,686 ) 2,253 Other income, net 944 1,310 Loss Before Income Taxes (9,029 ) (342,269 ) Income tax benefit 715 18,647 Net Loss $ (8,314 ) $ (323,622 ) Less: Net Income attributable to non-controlling interest (1) 2,319 2,531 Net Loss attributable to ADTRAN Holdings, Inc. $ (10,633 ) $ (326,153 ) Weighted average shares outstanding – basic 79,534 78,814 Weighted average shares outstanding – diluted 79,534 78,814 Loss per common share attributable to ADTRAN Holdings, Inc. – basic $ (0.13 ) (2) $ (4.14 ) Loss per common share attributable to ADTRAN Holdings, Inc. – diluted $ (0.13 ) (2) $ (4.14 ) (1) For the three months ended March 31, 2025, we accrued $2.4 million net income attributable to non-controlling interest, representing the recurring cash compensation earned by non-controlling interest shareholders post-DPLTA. For the three months ended March 31, 2024, we recognized $2.5 million of net gain attributable to non-controlling interest, representing the recurring cash compensation earned by non-controlling interest shareholders post DPTLA. (2) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $(3) thousand effect of redemption of RNCI for the three months ended March 31, 2025. Expand Condensed Consolidated Statements of Cash Flows (Preliminary, Unaudited) (In thousands) March 31, 2025 2024 Cash flows from operating activities: Net loss $ (8,314 ) $ (323,622 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 21,596 22,528 Goodwill impairment — 292,583 Amortization of debt issuance cost 320 1,013 Loss (Gain) on investments, net 1,631 (2,621 ) Net loss on disposal of property, plant and equipment 13 150 Stock-based compensation expense 3,210 3,957 Deferred income taxes (475 ) (19,738 ) Other, net — 545 Inventory write down - business efficiency program — 3,992 Inventory reserves 3,339 1,994 Changes in operating assets and liabilities: Accounts receivable, net 16,019 26,002 Other receivables (1,731 ) 5,605 Income taxes receivable, net (100 ) (1,296 ) Inventory 10,030 32,221 Prepaid expenses, other current assets and other assets 1,504 (15,882 ) Accounts payable (4,222 ) 553 Accrued expenses and other liabilities (1,196 ) 7,459 Income taxes payable, net 18 1,155 Net cash provided by operating activities 41,642 36,598 Cash flows from investing activities: Purchases of property, plant and equipment (7,399 ) (12,180 ) Purchases of intangibles - developed technology (11,296 ) (1,194 ) Proceeds from sales and maturities of available-for-sale investments 660 873 Purchases of available-for-sale investments (170 ) (44 ) Payments for beneficial interests in securitized accounts receivable (133 ) — Net cash used in investing activities (18,338 ) (12,545 ) Cash flows from financing activities: Tax withholdings related to stock-based compensation settlements (420 ) (176 ) Proceeds from stock option exercises 756 219 Proceeds from receivables purchase agreement — 30,231 Repayments on receivables purchase agreement — (32,437 ) Payment for redemption of redeemable non-controlling interest (12 ) (5 ) Payment of debt issuance cost — (1,994 ) Net cash provided by (used in) financing activities 324 (4,162 ) Net increase in cash and cash equivalents 23,628 19,891 Effect of exchange rate changes 126 (301 ) Cash and cash equivalents, beginning of period 77,567 87,167 Cash and cash equivalents, end of period $ 101,321 $ 106,757 Supplemental disclosure of cash financing activities: Cash paid for interest $ 4,129 $ 5,243 Cash paid for income taxes $ 1,849 $ 2,315 Cash used in operating activities related to operating leases $ 2,696 $ 2,384 Supplemental disclosure of non-cash investing activities: Redemption of redeemable non-controlling interest $ (3 ) $ — Right-of-use assets obtained in exchange for lease obligations $ 1,893 $ 842 Purchases of property, plant and equipment included in accounts payable $ 1,162 $ 1,689 Expand Supplemental Information Reconciliation of Preliminary Gross Profit and Preliminary Gross Margin to Preliminary Non-GAAP Gross Profit and Preliminary Non-GAAP Gross Margin (Unaudited) (In thousands) Three Months Ended March 31, December 31, March 31, Total Revenue $ 247,744 $ 242,852 $ 226,173 Cost of Revenue 152,252 153,593 155,870 Acquisition-related expenses, amortizations and adjustments (1) (9,831 ) (9,980 ) (10,177 ) Stock-based compensation expense (267 ) (317 ) (275 ) Restructuring expenses (2) — (538 ) (11,247 ) Integration expenses (3) — 123 (35 ) Non-GAAP Cost of Revenue $ 142,154 $ 142,881 $ 134,136 Gross Profit $ 95,492 $ 89,259 $ 70,303 Non-GAAP Gross Profit $ 105,590 $ 99,971 $ 92,037 Gross Margin 38.5 % 36.8 % 31.1 % Non-GAAP Gross Margin 42.6 % 41.2 % 40.7 % (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 overtime 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. Other than the Company's aim of selling its headquarters, 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 Preliminary Operating Expenses to Preliminary Non-GAAP Operating Expenses (Unaudited) (In thousands) Three Months Ended March 31, December 31, March 31, 2025 2024 2024 Operating Expenses $ 99,144 $ 106,365 $ 411,934 Acquisition-related expenses, amortizations and adjustments (1) (2,249 ) (2) (5,294 ) (7) (4,881 ) (11) Stock-based compensation expense (2,943 ) (3) (3,351 ) (8) (3,447 ) (12) Restructuring expenses — (4) (3,567 ) (9) (5,862 ) (13) Integration expenses — (5) (586 ) (10) (480 ) (14) Deferred compensation adjustments (6) 1,547 451 (1,940 ) Goodwill impairment — — (292,583 ) (15) Non-GAAP Operating Expenses $ 95,499 $ 94,018 $ 102,741 (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 non-cash 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 $2.2M of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations. (3) $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. (4) Other than the Company's aim of selling its headquarters, the Business Efficiency Program was completed as of December 31, 2024. (5) 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 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) Includes $4.3M of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations and $1.0 million of legal and advisory fees related to a previously contemplated significant transaction which are included in selling, general and administrative expenses on the condensed consolidated statements of loss. (8) $2.4 million is included in selling, general and administrative expenses and $1.0 million is included in research and development expenses on the condensed consolidated statements of loss. (9) $1.2 million is included in selling, general and administrative expenses and $2.4 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. Other than the Company's aim of selling its headquarters, the Business Efficiency Program was completed as of December 31, 2024. (10) $0.6 million is included in selling, general and administrative expenses and less than $0.1 million is included in research and development expenses on the condensed consolidated statements of loss, and is primarily related to the Company's one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks. (11) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $4.4 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) $2.5 million is included in selling, general and administrative expenses and $1.0 million is included in research and development expenses on the condensed consolidated statements of loss. (13) $1.8 million is included in selling, general and administrative expenses and $4.1 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses for a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. Other than the Company's aim of selling its headquarters, the Business Efficiency Program was completed as of December 31, 2024. (14) $0.5 million is included in selling, general and administrative expenses and $0.02 million is included in research and development expenses on the condensed consolidated statements of loss. Includes legal and advisory fees totaling $0.1 million related primarily to the DPLTA proceedings that are recorded in selling, general and administrative expenses. Includes expenses totaling $0.4 million related to the Company's one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks of which $0.4 million are included in selling, general and administrative expenses and $0.02 million are included in research and development expenses. The transformation bonus expense of $0.4 million includes $0.2 million of stock compensation expense. (15) 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. Expand Supplemental Information Reconciliation of Preliminary Operating Loss to Preliminary Non-GAAP Operating Income (Loss) (Unaudited) (In thousands) Three Months Ended March 31, December 31, March 31, 2025 2024 2024 Operating Loss $ (3,652 ) $ (17,106 ) $ (341,631 ) Acquisition related expenses, amortizations and adjustments (1) 12,080 15,274 15,058 Stock-based compensation expense 3,210 3,668 3,722 Restructuring expenses (2) — 4,105 17,110 Integration expenses (3) — 464 514 Deferred compensation adjustments (4) (1,547 ) (451 ) 1,940 Goodwill impairment (5) — — 292,583 Non-GAAP Operating Income (Loss) $ 10,091 $ 5,954 $ (10,704 ) (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 non-cash 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 overtime 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. Other than the Company's aim of selling its headquarters, 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. (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. Expand Three Months Ended March 31, December 31, March 31, 2025 2024 2024 Interest and dividend income $ 126 $ 1,631 $ 397 Interest expense (4,761 ) (4,870 ) (4,598 ) Net investment (loss) gain (1,686 ) (920 ) 2,253 Other income, net 944 687 1,310 Total Other Expense $ (5,377 ) $ (3,472 ) $ (638 ) Deferred compensation adjustments (1) 1,649 1,090 (2,439 ) Pension expense (2) 11 7 7 Non-GAAP Other Expense $ (3,717 ) $ (2,375 ) $ (3,070 ) (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 Preliminary Net Loss inclusive of Non-Controlling Interest to Preliminary Non-GAAP Net Income (Loss) inclusive of Non-Controlling Interest (Unaudited) and Reconciliation of Preliminary Net Loss attributable to ADTRAN Holdings, Inc. and Preliminary Loss per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted to Preliminary Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. and Preliminary Non-GAAP Earnings (Loss) per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted (Unaudited) (In thousands, except per share amounts) Three Months Ended March 31, December 31, March 31, Net Loss attributable to ADTRAN Holdings, Inc. common shareholders $ (10,636 ) $ (47,885 ) $ (326,153 ) Effect of redemption of RNCI (1) 3 (5 ) — Net Loss attributable to ADTRAN Holdings, Inc. $ (10,633 ) $ (47,890 ) $ (326,153 ) Net Income attributable to non-controlling interest (2) 2,319 2,407 2,531 Net Loss inclusive of non-controlling interest $ (8,314 ) $ (45,483 ) $ (323,622 ) Acquisition related expenses, amortizations and adjustments (3) 12,080 15,274 15,058 Stock-based compensation expense 3,210 3,668 3,722 Deferred compensation adjustments (4) 102 639 (499 ) Pension adjustments (5) 11 7 7 Restructuring expenses (6) — 4,105 17,110 Integration expenses (7) — 464 514 Goodwill impairment — — 292,583 Tax effect of adjustments to net loss (8) (2,393 ) 22,071 (18,481 ) Non-GAAP Net Income (Loss) inclusive of non-controlling interest $ 4,696 $ 745 $ (13,608 ) Net Income attributable to non-controlling interest (2) 2,319 2,407 2,531 Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. $ 2,377 $ (1,662 ) $ (16,139 ) Effect of redemption of RNCI (1) (3 ) 5 - Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. common shareholders $ 2,374 $ (1,657 ) $ (16,139 ) Weighted average shares outstanding – basic 79,534 79,091 78,814 Weighted average shares outstanding – diluted 79,534 79,091 78,814 Loss per common share attributable to ADTRAN Holdings, Inc. – basic $ (0.13 ) $ (0.61 ) $ (4.14 ) Loss per common share attributable to ADTRAN Holdings, Inc. – diluted $ (0.13 ) $ (0.61 ) $ (4.14 ) $ 0.03 $ (0.02 ) $ (0.20 ) Non-GAAP Earnings (Loss) per common share attributable to ADTRAN – diluted $ 0.03 $ (0.02 ) $ (0.20 ) (1) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $3 thousand and $5 thousand effect of redemption for the three months ended March 31, 2025 and December 31, 2024 respectively. (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 non-cash 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. Other than the Company's aim of selling its headquarters, 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) 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 $5.6 million for the three months ended March 31, 2024. Expand
