ADTRAN Holdings, Inc. Reports Preliminary Third Quarter 2024 Financial Results
ADTRAN Holdings reported preliminary Q3 2024 results with revenue of $227.7 million, exceeding guidance midpoint. The company posted GAAP gross margin of 37.4% and Non-GAAP gross margin of 42.1%, showing sequential improvements. Despite a GAAP operating margin of -10.5% and Non-GAAP operating margin of 1.1%, the company expects continued growth in Q4 with projected revenue between $230-245 million. Management highlighted improving end markets, growing customer base, and normalizing inventory levels as positive indicators. The company anticipates leveraging these improvements for increased profitability and cash generation.
ADTRAN Holdings ha riportato risultati preliminari per il terzo trimestre del 2024 con un fatturato di 227,7 milioni di dollari, superando il punto medio della guida. L'azienda ha registrato un margine lordo GAAP del 37,4% e un margine lordo Non-GAAP del 42,1%, mostrando miglioramenti sequenziali. Nonostante un margine operativo GAAP del -10,5% e un margine operativo Non-GAAP dell'1,1%, l'azienda si aspetta una crescita continua nel quarto trimestre con un fatturato previsto compreso tra 230-245 milioni di dollari. La direzione ha messo in evidenza il miglioramento dei mercati finali, l'aumento della base clienti e la normalizzazione dei livelli di inventario come indicatori positivi. L'azienda prevede di sfruttare questi miglioramenti per aumentare la redditività e la generazione di cassa.
ADTRAN Holdings reportó resultados preliminares del tercer trimestre de 2024 con ingresos de 227.7 millones de dólares, superando el punto medio de la guía. La compañía presentó un margen bruto GAAP del 37.4% y un margen bruto No GAAP del 42.1%, mostrando mejoras secuenciales. A pesar de un margen operativo GAAP del -10.5% y un margen operativo No GAAP del 1.1%, la empresa espera un crecimiento continuo en el cuarto trimestre con ingresos proyectados entre 230-245 millones de dólares. La dirección destacó la mejora en los mercados finales, el aumento de la base de clientes y la normalización de los niveles de inventario como indicadores positivos. La empresa anticipa aprovechar estas mejoras para aumentar la rentabilidad y la generación de efectivo.
ADTRAN Holdings는 2024년 3분기 preliminarily 결과를 발표하며 2억 2,770만 달러의 수익을 보고했습니다. 이는 가이던스의 중간값을 초과한 수치입니다. 회사는 GAAP 총 마진이 37.4%, 비-GAAP 총 마진은 42.1%로, 순차적인 개선을 보였습니다. GAAP 운영 마진은 -10.5%, 비-GAAP 운영 마진은 1.1%임에도 불구하고, 회사는 4분기에 예상 수익이 2억 3천만-2억 4천 5백만 달러 사이에 있을 것으로 보아 지속적인 성장을 기대하고 있습니다. 경영진은 개선되는 최종 시장, 증가하는 고객 기반, 그리고 재고 수준의 정상화가 긍정적인 지표로 작용하고 있다고 강조했습니다. 회사는 이러한 개선을 활용하여 수익성과 현금 생성 증가를 기대하고 있습니다.
ADTRAN Holdings a annoncé des résultats préliminaires pour le troisième trimestre 2024 avec des revenus de 227,7 millions de dollars, dépassant le point médian des prévisions. L'entreprise a affiché une marge brute GAAP de 37,4 % et une marge brute Non-GAAP de 42,1 %, montrant des améliorations séquentielles. Malgré une marge opérationnelle GAAP de -10,5 % et une marge opérationnelle Non-GAAP de 1,1 %, l'entreprise s'attend à une croissance continue au quatrième trimestre, avec des revenus prévus entre 230-245 millions de dollars. La direction a souligné l'amélioration des marchés finals, l'accroissement de la base de clients et la normalisation des niveaux de stocks comme des indicateurs positifs. L'entreprise prévoit de tirer parti de ces améliorations pour augmenter sa rentabilité et sa génération de trésorerie.
ADTRAN Holdings hat vorläufige Ergebnisse für das 3. Quartal 2024 gemeldet, mit einem Umsatz von 227,7 Millionen Dollar, der den Mittelpunkt der Prognose übersteigt. Das Unternehmen verzeichnete eine GAAP-Bruttomarge von 37,4 % und eine Non-GAAP-Bruttomarge von 42,1 %, was sequenzielle Verbesserungen zeigt. Trotz einer GAAP-Betriebsgewinne von -10,5 % und einer Non-GAAP-Betriebsgewinne von 1,1 % erwartet das Unternehmen ein kontinuierliches Wachstum im 4. Quartal mit einem prognostizierten Umsatz von 230-245 Millionen Dollar. Das Management hob die Verbesserung der Endmärkte, die wachsende Kundenbasis und die Normalisierung der Bestandsniveaus als positive Indikatoren hervor. Das Unternehmen plant, diese Verbesserungen zur Steigerung der Rentabilität und Cash-Generierung zu nutzen.
- Revenue increased to $227.7 million, exceeding guidance
- Sequential improvement in gross margins (GAAP: 37.4%, Non-GAAP: 42.1%)
- Q4 2024 revenue guidance of $230-245 million indicates continued growth
- Growing customer base and improving end-market conditions
- Sequential improvement in operating margins
- GAAP operating margin remains negative at -10.5%
- GAAP diluted loss per share of $0.36
- Non-GAAP diluted loss per share of $0.05
- Low Non-GAAP operating margin at 1.1% despite improvements
Insights
The Q3 results show mixed performance with some positive trends emerging. Revenue of
The forward guidance of
The company's strategic positioning in fiber access and optical transport markets, combined with customer transitions away from high-risk vendors, provides potential growth catalysts. The focus on operational leverage could drive improved profitability, but execution will be important given current market conditions.
-
Revenue:
, up sequentially and above the mid-point of guidance.$227.7 million -
Gross margin: GAAP gross margin:
37.4% ; Non-GAAP gross margin:42.1% , a sequential increase of 134 and 17 basis points, respectively. -
Operating margin: GAAP operating margin negative
10.5% up sequentially; Non-GAAP operating margin positive1.1% , up sequentially and above the mid-point of guidance. -
GAAP diluted loss per share of
; Non-GAAP diluted loss per share$0.36 .$0.05
ADTRAN Holdings’ Chairman and Chief Executive Officer Tom Stanton stated, “We delivered higher sequential revenue and expanded gross and operating margins in the third quarter. Importantly, we are seeing improvements in our key end markets as we continue to grow our customer base. With the gradual recovery in service provider spending, the success we are having in customer acquisition, and encouraging booking trends, we expect sequential revenue growth to continue in the fourth quarter. This outlook, coupled with improving visibility, gives us confidence our end-markets should continue to improve.”
“ADTRAN remains well-positioned for sustainable and profitable growth as customer inventory levels normalize,” added Mr. Stanton. “The continued trend to increase fiber access and optical transport, combined with the ongoing transition from higher risk vendors to providers like ADTRAN, serve as durable secular catalysts. As we grow, we are confident we can unlock meaningful operational leverage, driving accelerated profitability and increased cash generation.”
Business Outlook1
For the fourth quarter of 2024, the Company expects revenue to be within a range of
1GAAP earnings guidance is not provided. Please see the Explanation of Use of Non-GAAP Financial Measures at the end of this press release for an explanation regarding the Company’s omission of both GAAP earnings guidance and the applicable reconciliation table. In addition, please see the Explanation of Use of Non-GAAP Financial Measures and the Supplemental Information Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures at the end of this press release for detailed information on calculating the non-GAAP measures referenced herein.
The Company will hold a conference call to discuss its preliminary third quarter results on Thursday, November 07, 2024, at 9:30 a.m. Central Time, or 4:30 p.m. Central European Time. The Company will webcast this conference call. To listen, simply visit our Investor Relations site at investors.adtran.com approximately 10 minutes prior to the start of the call, click on the event “ADTRAN Holdings Releases 3rd Quarter 2024 Financial Results and Earnings Call”, and click on the webcast link.
An online replay of the Company’s conference call, as well as the transcript of the Company's conference call, will be available on the Investor Relations site approximately 24 hours following the call and will remain available for at least 12 months. For more information, visit investors.adtran.com or email investor.relations@adtran.com.
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 largest shareholder of Adtran Networks SE, formerly ADVA Optical Networking SE. Find more at Adtran, LinkedIn and Twitter.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this press release and the accompanying earnings call which are not historical facts, such as those relating to expectations regarding future revenue and future non-GAAP operating margin; future service provider spending; future profitability, and growth, including customer acquisition and booking trends, as well as future end market growth; future market trends and customer inventory levels; future operational leverage and cash generation; and ADTRAN Holdings’ strategy and outlook, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are necessarily estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which have caused and may in the future cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties relating to ADTRAN Holdings’ ability to continue to reduce expenditures and the impact of such reductions on its financial results and financial condition; (ii) 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 ongoing tighter inventory management of ADTRAN Holdings’ customers; (iii) risks and uncertainties relating to ongoing material weaknesses in our internal control over financial reporting; (iv) risks and uncertainties relating to our ability to comply with the covenants set forth in our credit facility and to satisfy our payment obligations to Adtran Networks’ minority shareholders under the Domination and Profit and Loss Transfer Agreement between us and Adtran Networks; (v) risks posed by potential breaches of information systems and cyber-attacks; (vi) the risk that ADTRAN Holdings may not be able to effectively compete, including through product improvements and development; and (vii) other risks set forth in ADTRAN Holdings’ public filings made with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2023, its Quarterly Report on Form 10-Q for the second quarter ended June 30, 2024, and risks to be disclosed in its Form 10-Q for the quarterly period ended September 30, 2024 to be filed with the SEC.
Additionally, the financial measures presented herein are preliminary estimates, remain subject to our internal controls and procedures, and are subject to risks and uncertainties, including, among others, changes in connection with quarter-end adjustments. Any variation between the Company’s actual results and the preliminary financial information set forth herein may be material.
Explanation of Use of Non-GAAP Financial Measures
Set forth in the tables below are reconciliations of gross profit, gross margin, operating expenses, operating loss, other (expense) income, net loss inclusive of the non-controlling interest, net loss attributable to the Company, net income attributable to the non-controlling interest, and loss per share - basic and diluted, attributable to the Company, and net cash provided by (used in) operating activities, in each case as reported based on generally accepted accounting principles in
1Non-GAAP operating margin (which is calculated as non-GAAP operating loss divided by revenue) is a non-GAAP financial measure. The Company has provided fourth quarter guidance with regard to non-GAAP operating margin. This measure excludes from the corresponding GAAP financial measure the effect of adjustments as described below. The Company has not provided a reconciliation of such non-GAAP guidance to guidance presented on a GAAP basis because it cannot predict and quantify without unreasonable effort all of the adjustments that may occur during the period due to the difficulty of predicting the timing and amounts of various items within a reasonable range. In particular, non-GAAP operating margin excludes certain items, including continued restructuring expenses, that will continue to evolve as our business efficiency program is implemented that the Company is unable to quantitatively predict. Depending on the materiality of these items, they could have a significant impact on the Company's GAAP financial results.
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.
Condensed Consolidated Balance Sheets (Preliminary, Unaudited) (In thousands) |
|||||||
|
September 30, |
|
December 31, |
||||
|
2024 |
|
2023 |
||||
Assets |
|
|
|
|
|
||
Current Assets |
|
|
|
|
|
||
Cash and cash equivalents |
$ |
88,456 |
|
|
$ |
87,167 |
|
Accounts receivable, net |
|
172,025 |
|
|
|
216,445 |
|
Other receivables |
|
12,871 |
|
|
|
17,450 |
|
Income tax receivable |
|
13,466 |
|
|
|
7,933 |
|
Inventory, net |
|
282,926 |
|
|
|
362,295 |
|
Prepaid expenses and other current assets |
|
69,112 |
|
|
|
45,566 |
|
Total Current Assets |
|
638,856 |
|
|
|
736,856 |
|
Property, plant and equipment, net |
|
147,428 |
|
|
|
123,020 |
|
Deferred tax assets |
|
25,697 |
|
|
|
25,787 |
|
Goodwill |
|
56,884 |
|
|
|
353,415 |
|
Intangibles, net |
|
286,098 |
|
|
|
327,985 |
|
Other non-current assets |
|
86,677 |
|
|
|
87,706 |
|
Long-term investments |
|
31,506 |
|
|
|
27,743 |
|
Total Assets |
$ |
1,273,146 |
|
|
$ |
1,682,512 |
|
|
|
|
|
|
|
||
Liabilities, Redeemable Non-Controlling Interest and Equity |
|
|
|
|
|
||
Current Liabilities |
|
|
|
|
|
||
Accounts payable |
$ |
173,354 |
|
|
$ |
162,922 |
|
Unearned revenue |
|
54,615 |
|
|
|
46,731 |
|
Accrued expenses and other liabilities |
|
34,482 |
|
|
|
36,204 |
|
Accrued wages and benefits |
|
40,366 |
|
|
|
27,030 |
|
Income tax payable, net |
|
2,007 |
|
|
|
5,221 |
|
Total Current Liabilities |
|
304,824 |
|
|
|
278,108 |
|
Non-current revolving credit agreement outstanding |
|
189,849 |
|
|
|
195,000 |
|
Deferred tax liabilities |
|
21,483 |
|
|
|
35,655 |
|
Non-current unearned revenue |
|
24,901 |
|
|
|
25,109 |
|
Non-current pension liability |
|
12,149 |
|
|
|
12,543 |
|
Deferred compensation liability |
|
32,046 |
|
|
|
29,039 |
|
Non-current lease obligations |
|
25,635 |
|
|
|
31,420 |
|
Other non-current liabilities |
|
26,489 |
|
|
|
28,657 |
|
Total Liabilities |
|
637,376 |
|
|
|
635,531 |
|
Redeemable Non-Controlling Interest |
|
421,776 |
|
|
|
442,152 |
|
Equity |
|
|
|
|
|
||
Common stock |
|
792 |
|
|
|
790 |
|
Additional paid-in capital |
|
806,187 |
|
|
|
795,304 |
|
Accumulated other comprehensive income |
|
47,377 |
|
|
|
47,465 |
|
Retained deficit |
|
(635,164 |
) |
|
|
(232,905 |
) |
Treasury stock |
|
(5,198 |
) |
|
|
(5,825 |
) |
Total Equity |
|
213,994 |
|
|
|
604,829 |
|
Total Liabilities, Redeemable Non-Controlling Interest and Equity |
$ |
1,273,146 |
|
|
$ |
1,682,512 |
|
Condensed Consolidated Statements of Loss (Preliminary, Unaudited) (In thousands, except per share amounts) |
||||||||||||||||
|
|
Three Months Ended |
|
Nine Months Ended |
|
|||||||||||
|
|
September 30, |
|
September 30, |
||||||||||||
|
|
2024 |
|
2023 |
|
2024 |
|
|
2023 |
|||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Network Solutions |
|
$ |
181,488 |
|
|
$ |
228,564 |
|
|
$ |
541,955 |
|
|
$ |
793,984 |
|
Services & Support |
|
|
46,216 |
|
|
|
43,767 |
|
|
|
137,913 |
|
|
|
129,637 |
|
Total Revenue |
|
|
227,704 |
|
|
|
272,331 |
|
|
|
679,868 |
|
|
|
923,621 |
|
Cost of Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Network Solutions |
|
|
126,103 |
|
|
|
160,244 |
|
|
|
376,886 |
|
|
|
596,334 |
|
Network Solutions - other (credits), charges and inventory write-down |
|
|
(328 |
) |
|
|
21,043 |
|
|
|
8,597 |
|
|
|
21,043 |
|
Services & Support |
|
|
16,678 |
|
|
|
16,807 |
|
|
|
55,304 |
|
|
|
51,646 |
|
Total Cost of Revenue |
|
|
142,453 |
|
|
|
198,094 |
|
|
|
440,787 |
|
|
|
669,023 |
|
Gross Profit |
|
|
85,251 |
|
|
|
74,237 |
|
|
|
239,081 |
|
|
|
254,598 |
|
Selling, general and administrative expenses |
|
|
57,620 |
|
|
|
62,907 |
|
|
|
176,214 |
|
|
|
196,887 |
|
Research and development expenses |
|
|
51,615 |
|
|
|
62,752 |
|
|
|
172,253 |
|
|
|
203,493 |
|
Goodwill impairment |
|
|
— |
|
|
|
37,874 |
|
|
|
292,583 |
|
|
|
37,874 |
|
Operating Loss |
|
|
(23,984 |
) |
|
|
(89,296 |
) |
|
|
(401,969 |
) |
|
|
(183,656 |
) |
Interest and dividend income |
|
|
664 |
|
|
|
521 |
|
|
|
1,427 |
|
|
|
1,183 |
|
Interest expense |
|
|
(5,679 |
) |
|
|
(4,507 |
) |
|
|
(17,183 |
) |
|
|
(11,858 |
) |
Net investment gain (loss) |
|
|
1,382 |
|
|
|
(1,443 |
) |
|
|
4,507 |
|
|
|
1,071 |
|
Other (expense) income, net |
|
|
(850 |
) |
|
|
2,523 |
|
|
|
(441 |
) |
|
|
4,714 |
|
Loss Before Income Taxes |
|
|
(28,467 |
) |
|
|
(92,202 |
) |
|
|
(413,659 |
) |
|
|
(188,546 |
) |
Income tax (expense) benefit |
|
|
(390 |
) |
|
|
16,553 |
|
|
|
16,121 |
|
|
|
36,229 |
|
Net Loss |
|
$ |
(28,857 |
) |
|
$ |
(75,649 |
) |
|
$ |
(397,538 |
) |
|
$ |
(152,317 |
) |
Less: Net (Loss) Income attributable to non-controlling interest |
|
|
2,382 |
|
|
|
2,561 |
|
|
|
7,417 |
|
|
|
4,380 |
|
Net Loss attributable to ADTRAN Holdings, Inc. |
|
$ |
(31,239 |
) |
|
$ |
(78,210 |
) |
|
$ |
(404,955 |
) |
|
$ |
(156,697 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding – basic |
|
|
78,952 |
|
|
|
78,389 |
|
|
|
78,873 |
|
|
|
78,378 |
|
Weighted average shares outstanding – diluted |
|
|
78,952 |
|
|
|
78,389 |
|
|
|
78,873 |
|
|
|
78,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss per common share attributable to ADTRAN Holdings, Inc. – basic |
|
$ |
(0.36 |
) |
(1) |
$ |
(1.00 |
) |
|
$ |
(5.10 |
) |
(1) |
$ |
(2.00 |
) |
Loss per common share attributable to ADTRAN Holdings, Inc. – diluted |
|
$ |
(0.36 |
) |
(1) |
$ |
(1.00 |
) |
|
$ |
(5.10 |
) |
(1) |
$ |
(2.00 |
) |
(1) Loss per common share attributable to ADTRAN Holdings, Inc. reflects |
Condensed Consolidated Statements of Cash Flows (Preliminary, Unaudited) (In thousands) |
||||||||
|
|
Nine Months Ended |
||||||
|
|
September 30, |
||||||
|
|
2024 |
|
2023 |
||||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
(397,538 |
) |
|
$ |
(152,317 |
) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
68,421 |
|
|
|
91,422 |
|
Goodwill impairment |
|
|
292,583 |
|
|
|
37,874 |
|
Amortization of debt issuance cost |
|
|
1,013 |
|
|
|
607 |
|
Gain on investments, net |
|
|
(4,238 |
) |
|
|
(3,316 |
) |
Net loss on disposal of property, plant and equipment |
|
|
203 |
|
|
|
— |
|
Stock-based compensation expense |
|
|
11,417 |
|
|
|
12,229 |
|
Deferred income taxes |
|
|
(13,399 |
) |
|
|
(45,941 |
) |
Other, net |
|
|
(267 |
) |
|
|
204 |
|
Inventory write down - business efficiency program |
|
|
4,135 |
|
|
|
21,043 |
|
Inventory reserves |
|
|
6,667 |
|
|
|
29,836 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
59,446 |
|
|
|
47,347 |
|
Other receivables |
|
|
4,875 |
|
|
|
8,340 |
|
Income taxes receivable, net |
|
|
(5,682 |
) |
|
|
— |
|
Inventory |
|
|
69,412 |
|
|
|
536 |
|
Prepaid expenses, other current assets and other assets |
|
|
(20,083 |
) |
|
|
1,816 |
|
Accounts payable |
|
|
9,697 |
|
|
|
(87,903 |
) |
Accrued expenses and other liabilities |
|
|
15,039 |
|
|
|
6,476 |
|
Income taxes payable, net |
|
|
(3,175 |
) |
|
|
2,433 |
|
Net cash provided by (used in) operating activities |
|
|
98,526 |
|
|
|
(29,314 |
) |
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property, plant and equipment |
|
|
(48,183 |
) |
|
|
(33,674 |
) |
Proceeds from sales and maturities of available-for-sale investments |
|
|
1,195 |
|
|
|
10,545 |
|
Purchases of available-for-sale investments |
|
|
(195 |
) |
|
|
(807 |
) |
Proceeds from beneficial interests in securitized accounts receivable |
|
|
282 |
|
|
|
1,178 |
|
Net cash used in investing activities |
|
|
(46,901 |
) |
|
|
(22,758 |
) |
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Tax withholdings related to stock-based compensation settlements |
|
|
(189 |
) |
|
|
(6,331 |
) |
Proceeds from stock option exercises |
|
|
219 |
|
|
|
187 |
|
Dividend payments |
|
|
— |
|
|
|
(21,237 |
) |
Proceeds from receivables purchase agreement |
|
|
68,556 |
|
|
|
— |
|
Repayments on receivables purchase agreement |
|
|
(83,772 |
) |
|
|
— |
|
Proceeds from draw on revolving credit agreements |
|
|
— |
|
|
|
163,760 |
|
Repayment of revolving credit agreements |
|
|
(5,000 |
) |
|
|
(49,233 |
) |
Payment for redemption of redeemable non-controlling interest |
|
|
(17,395 |
) |
|
|
(1,196 |
) |
Payment for annual recurring compensation to non-controlling interest |
|
|
(10,084 |
) |
|
|
— |
|
Payment of debt issuance cost |
|
|
(1,994 |
) |
|
|
(708 |
) |
Repayment of notes payable |
|
|
— |
|
|
|
(24,931 |
) |
Net cash (used in) provided by financing activities |
|
|
(49,659 |
) |
|
|
60,311 |
|
|
|
|
|
|
|
|
||
Net increase in cash and cash equivalents |
|
|
1,966 |
|
|
|
8,239 |
|
Effect of exchange rate changes |
|
|
(677 |
) |
|
|
(791 |
) |
Cash and cash equivalents, beginning of period |
|
|
87,167 |
|
|
|
108,644 |
|
Cash and cash equivalents, end of period |
|
$ |
88,456 |
|
|
$ |
116,092 |
|
|
|
|
|
|
|
|
||
Supplemental disclosure of cash financing activities: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
18,225 |
|
|
$ |
8,540 |
|
Cash paid for income taxes |
|
$ |
9,122 |
|
|
$ |
— |
|
Cash used in operating activities related to operating leases |
|
$ |
7,380 |
|
|
$ |
7,378 |
|
Supplemental disclosure of non-cash investing activities: |
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease obligations |
|
$ |
2,122 |
|
|
$ |
8,490 |
|
Purchases of property, plant and equipment included in accounts payable |
|
$ |
952 |
|
|
$ |
2,508 |
|
Revision of Previously Issued Condensed Consolidated Financial Statements
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. 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 of the corrections to the Company's Condensed Consolidated Financial Statements for the periods ended March 31, 2023, June 30, 2023, September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024, is as follows:
-
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 fiscal periods beginning with the quarter ended March 31, 2023 through the quarter ended June 30, 2024. -
For the periods beginning with the quarter ended March 31, 2023 through the quarter ended June 30, 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.
For additional information, please see our Note 1 to the Condensed Consolidated Financial Statements set forth in the Form 10-Q for the quarterly period ended September 30, 2024 to be filed with the SEC.
Supplemental Information Reconciliation of Preliminary Gross Profit and Preliminary Gross Margin to Preliminary Non-GAAP Gross Profit and Preliminary Non-GAAP Gross Margin (Preliminary, Unaudited) (In thousands) |
|||||||||||||||||||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
||||||||||||||||
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
|
September 30,
|
|
September 30,
|
||||||||||
Total Revenue |
|
$ |
227,704 |
|
|
$ |
225,991 |
|
|
$ |
272,331 |
|
|
|
$ |
679,868 |
|
|
$ |
923,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of Revenue |
|
$ |
142,453 |
|
|
$ |
144,416 |
|
|
$ |
198,094 |
|
|
|
$ |
440,787 |
|
|
$ |
669,023 |
|
Acquisition-related expenses, amortizations and adjustments(1) |
|
|
(10,276 |
) |
|
|
(10,064 |
) |
|
|
(13,537 |
) |
|
|
|
(30,517 |
) |
|
|
(79,554 |
) |
Stock-based compensation expense |
|
|
(270 |
) |
|
|
(280 |
) |
|
|
(279 |
) |
|
|
|
(825 |
) |
|
|
(854 |
) |
Restructuring expenses(2) |
|
|
(7 |
) |
|
|
(2,788 |
) |
|
|
(21,630 |
) |
|
|
|
(14,042 |
) |
|
|
(21,706 |
) |
Integration expenses(3) |
|
|
(34 |
) |
|
|
(35 |
) |
|
|
(154 |
) |
|
|
|
(104 |
) |
|
|
(154 |
) |
Non-GAAP Cost of Revenue |
|
$ |
131,866 |
|
|
$ |
131,249 |
|
|
$ |
162,494 |
|
|
|
$ |
395,299 |
|
|
$ |
566,755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross Profit |
|
$ |
85,251 |
|
|
$ |
81,575 |
|
|
$ |
74,237 |
|
|
|
$ |
239,081 |
|
|
$ |
254,598 |
|
Non-GAAP Gross Profit |
|
$ |
95,838 |
|
|
$ |
94,742 |
|
|
$ |
109,837 |
|
|
|
$ |
284,569 |
|
|
$ |
356,866 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross Margin |
|
|
37.4 |
% |
|
|
36.1 |
% |
|
|
27.3 |
% |
|
|
|
35.2 |
% |
|
|
27.6 |
% |
Non-GAAP Gross Margin |
|
|
42.1 |
% |
|
|
41.9 |
% |
|
|
40.3 |
% |
|
|
|
41.9 |
% |
|
|
38.6 |
% |
(1) Includes intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations. |
(2) Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks. These expenses include inventory write down and other charges of |
(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. |
Supplemental Information Reconciliation of Preliminary Operating Expenses to Preliminary Non-GAAP Operating Expenses (Unaudited) (In thousands) |
||||||||||||||||||||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||||||||
|
|
September 30, |
|
June 30, |
|
September 30, |
|
|
September 30, |
|
September 30, |
|
||||||||||
|
|
2024 |
|
2024 |
|
2023 |
|
|
2024 |
|
2023 |
|
||||||||||
Operating Expenses |
|
$ |
109,235 |
|
|
$ |
119,881 |
|
|
$ |
163,533 |
|
|
|
$ |
641,050 |
|
|
$ |
438,254 |
|
|
Acquisition-related expenses, amortizations and adjustments |
|
|
(5,054 |
) |
(1) |
|
(7,233 |
) |
(6) |
|
(4,534 |
) |
(10) |
|
|
(17,168 |
) |
(14) |
|
(13,516 |
) |
(19) |
Stock-based compensation expense |
|
|
(3,126 |
) |
(2) |
|
(3,321 |
) |
(7) |
|
(3,251 |
) |
(11) |
|
|
(9,894 |
) |
(15) |
|
(10,683 |
) |
(20) |
Restructuring expenses |
|
|
(5,930 |
) |
(3) |
|
(14,742 |
) |
(8) |
|
(3,242 |
) |
(12) |
|
|
(26,534 |
) |
(16) |
|
(11,471 |
) |
(21) |
Integration expenses |
|
|
(333 |
) |
(4) |
|
(531 |
) |
(9) |
|
(1,485 |
) |
(13) |
|
|
(1,344 |
) |
(17) |
|
(2,897 |
) |
(22) |
Deferred compensation adjustments(5) |
|
|
(1,471 |
) |
|
|
(848 |
) |
|
|
1,801 |
|
|
|
|
(4,259 |
) |
|
|
1,714 |
|
|
Goodwill impairment(18) |
|
|
— |
|
|
|
— |
|
|
|
(37,874 |
) |
|
|
|
(292,583 |
) |
|
|
(37,874 |
) |
|
Non-GAAP Operating Expenses |
|
$ |
93,321 |
|
|
$ |
93,206 |
|
|
$ |
114,948 |
|
|
|
$ |
289,268 |
|
|
$ |
363,527 |
|
|
(1) Includes |
(2) |
(3) |
(4) |
(5) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss. |
(6) Includes |
(7) |
(8) |
(9) |
(10) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which |
(11) |
(12) |
(13) |
(14) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which |
(15) |
(16) |
(17) |
(18) 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. |
(19) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which |
(20) |
(21) |
(22) |
Supplemental Information Reconciliation of Preliminary Operating Loss to Preliminary Non-GAAP Operating Income (Loss) (Unaudited) (In thousands) |
|||||||||||||||||||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
||||||||||||||||
|
|
September 30, |
|
June 30, |
|
September 30, |
|
|
September 30, |
|
September 30, |
||||||||||
|
|
2024 |
|
2024 |
|
2023 |
|
|
2024 |
|
2023 |
||||||||||
Operating Loss |
|
$ |
(23,984 |
) |
|
$ |
(38,306 |
) |
|
$ |
(89,296 |
) |
|
|
$ |
(401,969 |
) |
|
$ |
(183,656 |
) |
Acquisition related expenses, amortizations and adjustments(1) |
|
|
15,330 |
|
|
|
17,297 |
|
|
|
18,070 |
|
|
|
|
47,685 |
|
|
|
93,069 |
|
Stock-based compensation expense |
|
|
3,396 |
|
|
|
3,601 |
|
|
|
3,530 |
|
|
|
|
10,719 |
|
|
|
11,537 |
|
Restructuring expenses(2) |
|
|
5,936 |
|
|
|
17,530 |
|
|
|
24,873 |
|
|
|
|
40,576 |
|
|
|
33,178 |
|
Integration expenses(3) |
|
|
367 |
|
|
|
566 |
|
|
|
1,639 |
|
|
|
|
1,447 |
|
|
|
3,051 |
|
Deferred compensation adjustments(4) |
|
|
1,471 |
|
|
|
848 |
|
|
|
(1,801 |
) |
|
|
|
4,259 |
|
|
|
(1,714 |
) |
Goodwill impairment(5) |
|
|
— |
|
|
|
— |
|
|
|
37,874 |
|
|
|
|
292,583 |
|
|
|
37,874 |
|
Non-GAAP Operating Income (Loss) |
|
$ |
2,516 |
|
|
$ |
1,536 |
|
|
$ |
(5,111 |
) |
|
|
$ |
(4,700 |
) |
|
$ |
(6,661 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations. |
(2) Includes expenses for restructuring program designed to optimize the assets and business processes following the business combination with Adtran Networks. These expenses include inventory write down and other charges incurred as a result of a strategic shift in certain product lines in connection with the restructuring program. Additionally, includes expenses related to the closure of the Greifswald facility. |
(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. Includes fees incurred for the expansion of internal controls at Adtran Networks and the implementation of the DPTLA. |
(4) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss. |
(5) Non-cash impairment of goodwill in our Network Solutions reporting unit, necessitated by factors such as a decrease in the Company’s market capitalization, cautious service provider spending due to economic uncertainty and continued customer inventory adjustments. |
Supplemental Information Reconciliation of Preliminary Other Expense to Preliminary Non-GAAP Other Expense (Unaudited) (In thousands) |
|||||||||||||||||||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
||||||||||||||||
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
|
September 30,
|
|
September 30,
|
||||||||||
Interest and dividend income |
|
$ |
664 |
|
|
$ |
366 |
|
|
$ |
521 |
|
|
|
$ |
1,427 |
|
|
$ |
1,183 |
|
Interest expense |
|
|
(5,679 |
) |
|
|
(6,906 |
) |
|
|
(4,507 |
) |
|
|
|
(17,183 |
) |
|
|
(11,858 |
) |
Net investment gain (loss) |
|
|
1,382 |
|
|
|
872 |
|
|
|
(1,443 |
) |
|
|
|
4,507 |
|
|
|
1,071 |
|
Other (expense) income, net |
|
|
(850 |
) |
|
|
(901 |
) |
|
|
2,523 |
|
|
|
|
(441 |
) |
|
|
4,714 |
|
Total Other Expense |
|
$ |
(4,483 |
) |
|
$ |
(6,569 |
) |
|
$ |
(2,906 |
) |
|
|
$ |
(11,690 |
) |
|
$ |
(4,890 |
) |
Deferred compensation adjustments (1) |
|
|
(1,294 |
) |
|
|
(896 |
) |
|
|
1,117 |
|
|
|
|
(4,629 |
) |
|
|
(1,387 |
) |
Pension expense (2) |
|
|
7 |
|
|
|
7 |
|
|
|
7 |
|
|
|
|
21 |
|
|
|
20 |
|
Non-GAAP Other Expense |
|
$ |
(5,770 |
) |
|
$ |
(7,458 |
) |
|
$ |
(1,782 |
) |
|
|
$ |
(16,298 |
) |
|
$ |
(6,257 |
) |
(1) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees. |
(2) Includes amortization of actuarial losses related to the Company's pension plan for employees in certain foreign countries. |
Supplemental Information Reconciliation of Preliminary Net Loss inclusive of Non-Controlling Interest to Preliminary Non-GAAP Net (Loss) Income inclusive of Non-Controlling Interest (Unaudited)
and
Reconciliation of Preliminary Net Income attributable to Non-Controlling Interest to Preliminary Non-GAAP Net Income attributable to Non-Controlling Interest (Unaudited)
and
Reconciliation of Preliminary Net Loss attributable to ADTRAN Holdings, Inc. and Preliminary Loss per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted to Preliminary Non-GAAP Net Loss attributable to ADTRAN Holdings, Inc. and Preliminary Non-GAAP Loss per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted (Unaudited) (In thousands, except per share amounts) |
|||||||||||||||||||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
||||||||||||||||
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
|
|
September 30,
|
|
September 30,
|
||||||||||
Net Loss attributable to ADTRAN Holdings, Inc. |
|
|
(31,239 |
) |
|
$ |
(49,515 |
) |
|
$ |
(78,210 |
) |
|
|
$ |
(404,955 |
) |
|
$ |
(156,697 |
) |
Plus: Net (Loss) Income attributable to non-controlling interest (1) |
|
|
2,382 |
|
|
|
2,504 |
|
|
|
2,561 |
|
|
|
|
7,417 |
|
|
|
4,380 |
|
Net Loss inclusive of non-controlling interest |
|
$ |
(28,857 |
) |
|
$ |
(47,011 |
) |
|
$ |
(75,649 |
) |
|
|
$ |
(397,538 |
) |
|
$ |
(152,317 |
) |
Acquisition related expenses, amortizations and adjustments |
|
|
15,330 |
|
|
|
17,297 |
|
|
|
18,070 |
|
|
|
|
47,685 |
|
|
|
93,069 |
|
Stock-based compensation expense |
|
|
3,396 |
|
|
|
3,601 |
|
|
|
3,530 |
|
|
|
|
10,719 |
|
|
|
11,537 |
|
Deferred compensation adjustments (2) |
|
|
177 |
|
|
|
(48 |
) |
|
|
(684 |
) |
|
|
|
(370 |
) |
|
|
(3,101 |
) |
Pension adjustments (3) |
|
|
7 |
|
|
|
7 |
|
|
|
7 |
|
|
|
|
21 |
|
|
|
20 |
|
Restructuring expenses |
|
|
5,936 |
|
|
|
17,530 |
|
|
|
24,873 |
|
|
|
|
40,576 |
|
|
|
33,178 |
|
Integration expenses |
|
|
367 |
|
|
|
566 |
|
|
|
1,639 |
|
|
|
|
1,447 |
|
|
|
3,051 |
|
Goodwill impairment |
|
|
— |
|
|
|
— |
|
|
|
37,874 |
|
|
|
|
292,583 |
|
|
|
37,874 |
|
Tax effect of adjustments to net loss (4) |
|
|
(712 |
) |
|
|
755 |
|
|
|
(21,024 |
) |
|
|
|
(19,022 |
) |
|
|
(50,146 |
) |
Non-GAAP Net Loss inclusive of non-controlling interest |
|
$ |
(4,356 |
) |
|
$ |
(7,303 |
) |
|
$ |
(11,364 |
) |
|
|
$ |
(23,899 |
) |
|
$ |
(26,835 |
) |
Less: Non-GAAP Net (Loss) Income attributable to non-controlling interest (1) |
|
|
2,382 |
|
|
|
2,504 |
|
|
|
2,561 |
|
|
|
|
7,417 |
|
|
|
5,909 |
|
Non-GAAP Net Loss attributable to ADTRAN Holdings, Inc. |
|
$ |
(6,738 |
) |
|
$ |
(9,807 |
) |
|
$ |
(13,925 |
) |
|
|
$ |
(31,316 |
) |
|
$ |
(32,744 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
GAAP Net Income attributable to non-controlling interest (1) |
|
$ |
2,382 |
|
|
$ |
2,504 |
|
|
$ |
2,561 |
|
|
|
$ |
7,417 |
|
|
$ |
4,380 |
|
Acquisition related expenses, amortizations and adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
1,457 |
|
Restructuring expenses |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
29 |
|
Integration expenses |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
6 |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
37 |
|
Non-GAAP Net Income attributable to non-controlling interest (1) |
|
$ |
2,382 |
|
|
$ |
2,504 |
|
|
$ |
2,561 |
|
|
|
$ |
7,417 |
|
|
$ |
5,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Weighted average shares outstanding – basic |
|
|
78,952 |
|
|
|
78,852 |
|
|
|
78,389 |
|
|
|
|
78,873 |
|
|
|
78,378 |
|
Weighted average shares outstanding – diluted |
|
|
78,952 |
|
|
|
78,852 |
|
|
|
78,389 |
|
|
|
|
78,873 |
|
|
|
78,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss per common share attributable to ADTRAN Holdings, Inc. – basic |
|
$ |
(0.36 |
) |
(5) |
$ |
(0.63 |
) |
|
$ |
(1.00 |
) |
|
|
$ |
(5.10 |
) |
(5) |
$ |
(2.00 |
) |
Loss per common share attributable to ADTRAN Holdings, Inc. – diluted |
|
$ |
(0.36 |
) |
(5) |
$ |
(0.63 |
) |
|
$ |
(1.00 |
) |
|
|
$ |
(5.10 |
) |
(5) |
$ |
(2.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-GAAP Loss per common share attributable to ADTRAN – basic |
|
$ |
(0.05 |
) |
(5) |
$ |
(0.12 |
) |
|
$ |
(0.18 |
) |
|
|
$ |
(0.36 |
) |
(5) |
$ |
(0.42 |
) |
Non-GAAP Loss per common share attributable to ADTRAN – diluted |
|
$ |
(0.05 |
) |
(5) |
$ |
(0.12 |
) |
|
$ |
(0.18 |
) |
|
|
$ |
(0.36 |
) |
(5) |
$ |
(0.42 |
) |
(1) 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. |
(2) Includes non-cash change in fair value of equity investments held in deferred compensation plans offered to certain employees. |
(3) Includes amortization of actuarial losses related to the Company's pension plan for employees in certain foreign countries. |
(4) Represents the tax effect of non-GAAP adjustments. Beginning in period ending 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 |
(5) Loss per common share attributable to ADTRAN Holdings, Inc. and Non-GAAP Loss per common share attributable to ADTRAN Holdings, Inc reflects |
Supplemental Information Reconciliation of Preliminary Net Cash Provided By (Used In) Operating Activities to Preliminary Free Cash Flow (Unaudited) (In thousands) |
|||||||||||||||||||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
||||||||||||||||
|
|
September 30, |
|
June 30, |
|
September 30, |
|
|
September 30, |
|
September 30, |
||||||||||
|
|
2024 |
|
2024 |
|
2023 |
|
|
2024 |
|
2023 |
||||||||||
Net Cash provided by (used in) operating activities |
|
$ |
42,030 |
|
|
$ |
19,898 |
|
|
$ |
6,846 |
|
|
|
$ |
98,526 |
|
|
$ |
(29,314 |
) |
Purchases of property, plant and equipment(1) |
|
|
(18,814 |
) |
|
|
(15,995 |
) |
|
|
(13,556 |
) |
|
|
|
(48,183 |
) |
|
|
(33,674 |
) |
Free cash flow |
|
$ |
23,216 |
|
|
$ |
3,903 |
|
|
$ |
(6,710 |
) |
|
|
$ |
50,343 |
|
|
$ |
(62,988 |
) |
(1) Purchases related to capital expenditures. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20241106734785/en/
For media
Gareth Spence
+44 1904 699 358
public.relations@adtran.com
For investors
Peter Schuman
+1 650 743 7948
investor.relations@adtran.com
Source: ADTRAN Holdings, Inc.
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