UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2023
ADTRAN Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-41446 | 87-2164282 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
901 Explorer Boulevard Huntsville, Alabama |
35806-2807 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (256) 963-8000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of exchange on which registered |
||
Common Stock, Par Value $0.01 | ADTN | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 | Results of Operations and Financial Condition. |
On August 6, 2023, ADTRAN Holdings, Inc. (“ADTRAN”) announced its financial results for the fiscal quarter ended June 30, 2023.
ADTRAN also announced that its Board of Directors declared a quarterly cash dividend of $0.09 per common share, to be paid to ADTRAN’s stockholders of record as of the close of business on August 21, 2023. The ex-dividend date is August 20, 2023 and the payment date is September 5, 2023.
A copy of ADTRAN’s press release announcing its financial results and the declaration of the quarterly cash dividend is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Item 7.01 | Regulation FD Disclosure. |
As a company listed on the Frankfurt Stock Exchange, ADTRAN is subject to German and European securities laws. Article 17 of the Market Abuse Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 mandates that listed issuers such as ADTRAN provide real time disclosure in certain circumstances, including where management’s forecasts deviate from previously announced guidance or, in the absence of guidance, analyst consensus. On August 7, 2023 Central European Summer Time, ADTRAN published an ad hoc announcement in Germany disclosing that management’s forecast for the third quarter of fiscal 2023 deviates from analyst consensus.
A copy of ADTRAN’s ad hoc announcement is attached as Exhibit 99.2 hereto and incorporated by reference herein.
The information included in, or furnished with, Items 2.02 and 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit |
Description |
|
99.1 | Press Release dated August 6, 2023 | |
99.2 | Ad hoc notification dated August 7, 2023 CEST (English translation) | |
104 | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 7, 2023 | ADTRAN Holdings, Inc. |
|||||
By: | /s/ Ulrich Dopfer |
|||||
Ulrich Dopfer | ||||||
Chief Financial Officer |
Exhibit 99.1
ADTRAN Holdings, Inc. reports second quarter 2023 results
HUNTSVILLE, AL — (August 06, 2023) — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced its financial results for the second quarter of 2023. For the quarter, revenue was $327.4 million, up 90% year-over-year and 1% quarter-over-quarter. Net loss attributable to the Company for the second quarter of 2023 was $33.3 million, down 1,655% year-over-year and up 3% quarter-over-quarter. Consequently, diluted loss per share attributable to the Company for the quarter was $0.43, down by 1,175% year-over-year and up 2% quarter-over-quarter. Non-GAAP net income attributable to the Company was $0.1 million, down 99% year-over-year and up 102% quarter-over-quarter. Consequently, non-GAAP diluted earnings per share attributable to the Company was $0.00, down 99% year-over-year and up 102% quarter-over-quarter. Non-GAAP net loss and non-GAAP diluted loss per share exclude acquisition related expenses, amortization, adjustments (consisting of intangible amortization of backlog, developed technology, customer relationships, and trade names acquired in connection with business combinations and amortization of inventory fair value adjustments), stock-based compensation expense, amortization of pension actuarial losses, deferred compensation adjustments, integration expenses, restructuring expenses, changes in valuation allowance related to our deferred tax assets, and the tax effect of these adjustments to net (loss) income. The reconciliations between the non-GAAP net loss measures presented herein and the respective equivalent GAAP financial measures are set forth in the tables provided below.
ADTRAN Holdings Chairman and Chief Executive Officer Tom Stanton stated, “Our Q2 2023 results were in line with our expectations. Although new customer acquisitions remain near an all-time high, we anticipate the second half of 2023 will continue to present challenges due to customers optimizing inventory and the macroeconomic environment. Nevertheless, we continue to believe that we are in the early stage of an unprecedented investment cycle and Adtran Holdings is well positioned to be one of the largest beneficiaries.”
The Company also announced that its Board of Directors declared a cash dividend for the second quarter of 2023. The quarterly cash dividend of $0.09 per common share is to be paid to the Company’s stockholders of record as of the close of business on August 21, 2023. The ex-dividend date is August 20, 2023, and the payment date will be September 5, 2023.
The Company confirmed that it will hold a conference call to discuss its second quarter results on Tuesday, August 8, 2023, at 9:30 a.m. Central Time, or 4:30 p.m. Central European Summer Time. ADTRAN Holdings 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 2nd Quarter 2023 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.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this press release which are not historical facts, such as those relating to strategy, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are necessarily estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which could cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties related to manufacturing and supply chain constraints; (ii) risks and uncertainties related to the completed business combination between the Company, ADTRAN, Inc. (“ADTRAN”) and Adtran Networks SE (“Adtran Networks”), formerly ADVA Optical Networks SE, including risks related to the ability to successfully integrate ADTRAN’s and Adtran Networks’ businesses, the disruption of management time from ongoing business operations due to integration efforts following the business combination, and the risk that ADTRAN Holdings may be unable to achieve expected synergies or that it may take longer or be more costly than expected to achieve those synergies; (iii) the risk of fluctuations in revenue, including due to lengthy sales and approval processes required by major and other service providers for new products and changes in customer demand, as well as tighter inventory management of ADTRAN Holdings’ customers; (iv) the risk posed by potential breaches of information systems and cyber-attacks; (v) the risk that ADTRAN Holdings may not be able to effectively compete, including through product improvements and development; (vi) risks related to ongoing patent litigation; and (vii) other risks set forth in ADTRAN Holdings’ public filings made with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2022, as well as its Form 10-Q for the quarter ended March 31, 2023 filed with the SEC.
Explanation of Use of Non-GAAP Financial Measures
Set forth in the tables below are reconciliations of gross profit, gross margin, operating expenses, operating (loss) income, other income (expense), net (loss) income inclusive of the non-controlling interest, net (loss) income attributable to the Company, net loss attributable to the non-controlling interest, and (loss) earnings per share - basic and diluted, attributable to the Company, 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) income, non-GAAP net (loss) income inclusive of the non-controlling interest, non-GAAP net income (loss) attributable to the Company, non-GAAP net loss attributable to the non-controlling interest, and non-GAAP earnings (loss) per share - basic and diluted, attributable to the Company, respectively. Such non-GAAP measures exclude acquisition related expenses, amortization and adjustments (consisting of intangible amortization of backlog, developed technology, customer relationships, and trade names acquired in connection with business combinations and amortization of inventory fair value adjustments), stock-based compensation expense, amortization of pension actuarial losses, deferred compensation adjustments, integration expenses, restructuring expenses, asset impairments, changes in valuation allowance related to our deferred tax assets, and the tax effect of these adjustments to net income. 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.
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.
Published by
ADTRAN Holdings, Inc.
www.adtran.com
For media
Gareth Spence
+44 1904 699 358
public-relations@adva.com
For investors
Steven Williams
+49 89 890 665 918
investor.relations@adtran.com
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
June 30, | December 31, | |||||||
2023 | 2022 | |||||||
Assets |
||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 124,294 | $ | 108,644 | ||||
Short-term investments |
3,089 | 340 | ||||||
Accounts receivable, net |
239,565 | 279,435 | ||||||
Other receivables |
32,394 | 32,831 | ||||||
Inventory, net |
416,802 | 427,531 | ||||||
Prepaid expenses and other current assets |
33,880 | 33,577 | ||||||
|
|
|
|
|||||
Total Current Assets |
850,024 | 882,358 | ||||||
Property, plant and equipment, net |
115,719 | 110,699 | ||||||
Deferred tax assets |
82,076 | 67,839 | ||||||
Goodwill |
388,163 | 381,724 | ||||||
Intangibles, net |
355,084 | 401,211 | ||||||
Other non-current assets |
60,634 | 66,998 | ||||||
Long-term investments |
31,238 | 32,665 | ||||||
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|
|
|
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Total Assets |
$ | 1,882,938 | $ | 1,943,494 | ||||
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|
|
|
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Liabilities, Redeemable Non-Controlling Interest and Equity |
||||||||
Current Liabilities |
||||||||
Accounts payable |
$ | 171,735 | $ | 237,699 | ||||
Revolving credit agreements outstanding |
210,912 | 95,936 | ||||||
Notes payable |
— | 24,598 | ||||||
Unearned revenue |
48,030 | 41,193 | ||||||
Accrued expenses and other liabilities |
26,807 | 35,235 | ||||||
Accrued wages and benefits |
36,843 | 44,882 | ||||||
Income tax payable, net |
15,314 | 9,032 | ||||||
|
|
|
|
|||||
Total Current Liabilities |
509,641 | 488,575 | ||||||
Deferred tax liabilities |
44,614 | 61,629 | ||||||
Non-current unearned revenue |
24,111 | 19,239 | ||||||
Pension liability |
10,883 | 10,624 | ||||||
Deferred compensation liability |
28,522 | 26,668 | ||||||
Non-current lease obligations |
20,834 | 22,807 | ||||||
Other non-current liabilities |
16,401 | 10,339 | ||||||
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|
|
|||||
Total Liabilities |
655,006 | 639,881 | ||||||
Redeemable Non-Controlling Interest |
445,462 | — | ||||||
Equity |
||||||||
Common stock |
787 | 781 | ||||||
Additional paid-in capital |
766,428 | 895,834 | ||||||
Accumulated other comprehensive income |
62,208 | 46,713 | ||||||
Retained (deficit) earnings |
(41,010 | ) | 55,338 | |||||
Treasury stock |
(5,943 | ) | (4,125 | ) | ||||
Non-controlling interest |
— | 309,072 | ||||||
|
|
|
|
|||||
Total Equity |
782,470 | 1,303,613 | ||||||
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|
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Total Liabilities, Redeemable Non-Controlling Interest and Equity |
$ | 1,882,938 | $ | 1,943,494 | ||||
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|
Condensed Consolidated Statements of (Loss) Income
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenue |
||||||||||||||||
Network Solutions |
$ | 283,002 | $ | 155,992 | $ | 565,420 | $ | 294,366 | ||||||||
Services & Support |
44,376 | 16,046 | 85,870 | 32,190 | ||||||||||||
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|
|||||||||
Total Revenue |
327,378 | 172,038 | 651,290 | 326,556 | ||||||||||||
Cost of Revenue |
||||||||||||||||
Network Solutions |
216,960 | 99,921 | 436,090 | 190,575 | ||||||||||||
Services & Support |
17,865 | 9,611 | 34,839 | 19,159 | ||||||||||||
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Total Cost of Revenue |
234,825 | 109,532 | 470,929 | 209,734 | ||||||||||||
Gross Profit |
92,553 | 62,506 | 180,361 | 116,822 | ||||||||||||
Selling, general and administrative expenses |
66,583 | 27,873 | 133,980 | 55,766 | ||||||||||||
Research and development expenses |
70,598 | 26,500 | 140,741 | 52,991 | ||||||||||||
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Operating (Loss) Income |
(44,628 | ) | 8,133 | (94,360 | ) | 8,065 | ||||||||||
Interest and dividend income |
358 | 217 | 662 | 421 | ||||||||||||
Interest expense |
(4,064 | ) | (94 | ) | (7,351 | ) | (124 | ) | ||||||||
Net investment gain (loss) |
1,262 | (4,646 | ) | 2,514 | (8,061 | ) | ||||||||||
Other income, net |
2,494 | 681 | 2,191 | 455 | ||||||||||||
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(Loss) Income Before Income Taxes |
(44,578 | ) | 4,291 | (96,344 | ) | 756 | ||||||||||
Income tax benefit (expense) |
8,363 | (2,148 | ) | 19,676 | 260 | |||||||||||
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Net (Loss) Income |
$ | (36,215 | ) | $ | 2,143 | $ | (76,668 | ) | $ | 1,016 | ||||||
Less: Net Loss attributable to non-controlling interest(1) |
(2,881 | ) | — | (8,870 | ) | — | ||||||||||
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Net (Loss) Income attributable to ADTRAN Holdings, Inc. |
$ | (33,334 | ) | $ | 2,143 | $ | (67,798 | ) | $ | 1,016 | ||||||
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Weighted average shares outstanding – basic |
78,366 | 49,123 | 78,364 | 49,110 | ||||||||||||
Weighted average shares outstanding – diluted |
78,366 | 49,809 | 78,364 | 49,813 | ||||||||||||
(Loss) earnings per common share attributable to ADTRAN Holdings, Inc. – basic |
$ | (0.43 | ) | $ | 0.04 | $ | (0.87 | ) | $ | 0.02 | ||||||
(Loss) earnings per common share attributable to ADTRAN Holdings, Inc. – diluted |
$ | (0.43 | ) | $ | 0.04 | $ | (0.87 | ) | $ | 0.02 |
(1) | For the three and six months ended June 30, 2023, we have recognized $2.9 million and $5.7 million, respectively, representing the recurring cash compensation earned by non-controlling interest shareholders post-DPLTA and an incremental $3.2 million net loss attributable to non-controlling interests pre-DPLTA for the six months ended June 30, 2023. |
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Six Months Ended | ||||||||
June 30, | ||||||||
2023 | 2022 | |||||||
Cash flows from operating activities: |
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Net (loss) income |
$ | (76,668 | ) | $ | 1,016 | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
||||||||
Depreciation and amortization |
67,467 | 7,235 | ||||||
Amortization of debt issuance cost |
291 | — | ||||||
(Gain) loss on investments |
(4,530 | ) | 7,882 | |||||
Stock-based compensation expense |
8,103 | 3,781 | ||||||
Deferred income taxes |
(31,962 | ) | (93 | ) | ||||
Other, net |
130 | 27 | ||||||
Inventory reserves |
20,885 | (4,296 | ) | |||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable, net |
40,975 | (14,315 | ) | |||||
Other receivables |
561 | 2,606 | ||||||
Inventory |
(6,920 | ) | (53,982 | ) | ||||
Prepaid expenses, other current assets and other assets |
7,105 | 671 | ||||||
Accounts payable |
(67,923 | ) | 42,968 | |||||
Accrued expenses and other liabilities |
110 | 2,179 | ||||||
Income taxes payable, net |
6,216 | (1,597 | ) | |||||
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|
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Net cash used in by operating activities |
(36,160 | ) | (5,918 | ) | ||||
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Cash flows from investing activities: |
||||||||
Purchases of property, plant and equipment |
(20,118 | ) | (3,285 | ) | ||||
Proceeds from sales and maturities of available-for-sale investments |
2,074 | 25,071 | ||||||
Purchases of available-for-sale investments |
(580 | ) | (17,002 | ) | ||||
Proceeds from beneficial interests in securitized accounts receivable |
1,156 | — | ||||||
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|
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Net cash (used in) provided by investing activities |
(17,468 | ) | 4,784 | |||||
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Cash flows from financing activities: |
||||||||
Tax withholdings related to stock-based compensation settlements |
(6,315 | ) | (333 | ) | ||||
Proceeds from stock option exercises |
163 | 636 | ||||||
Dividend payments |
(14,156 | ) | (8,877 | ) | ||||
Proceeds from draw on revolving credit agreements |
163,729 | 28,000 | ||||||
Repayment of revolving credit agreements |
(49,155 | ) | (28,000 | ) | ||||
Non-controlling interest put option buyback |
(1,202 | ) | — | |||||
Repayment of notes payable |
(24,885 | ) | — | |||||
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|
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Net cash provided by (used in) financing activities |
68,179 | (8,574 | ) | |||||
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|
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Net increase (decrease) in cash and cash equivalents |
14,551 | (9,708 | ) | |||||
Effect of exchange rate changes |
1,099 | (3,742 | ) | |||||
Cash and cash equivalents, beginning of period |
108,644 | 56,818 | ||||||
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Cash and cash equivalents, end of period |
$ | 124,294 | $ | 43,368 | ||||
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Supplemental disclosure of cash financing activities: |
||||||||
Cash paid for interest |
$ | 4,719 | $ | 124 | ||||
Cash used in operating activities related to operating leases |
$ | 4,502 | $ | 915 | ||||
Supplemental disclosure of non-cash investing activities: |
||||||||
Right-of-use assets obtained in exchange for lease obligations |
$ | 515 | $ | 552 | ||||
Purchases of property, plant and equipment included in accounts payable |
$ | 2,662 | $ | 818 |
Supplemental Information
Reconciliation of Gross Profit and Gross Margin to
Non-GAAP Gross Profit and Non-GAAP Gross Margin
(Unaudited)
(In thousands)
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, 2023 |
March 31, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
Total Revenue |
$ | 327,378 | $ | 323,912 | $ | 172,038 | $ | 651,290 | $ | 326,556 | ||||||||||
Cost of Revenue |
$ | 234,825 | $ | 236,104 | $ | 109,532 | $ | 470,929 | $ | 209,734 | ||||||||||
Acquisition-related expenses, amortization and adjustments(1) |
(33,439 | ) | (32,578 | ) | — | (66,017 | ) | — | ||||||||||||
Stock-based compensation expense |
(335 | ) | (240 | ) | (162 | ) | (575 | ) | (321 | ) | ||||||||||
Restructuring expenses(2) |
— | (76 | ) | — | (76 | ) | — | |||||||||||||
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Non-GAAP Cost of Revenue |
$ | 201,051 | $ | 203,210 | $ | 109,370 | $ | 404,261 | $ | 209,413 | ||||||||||
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Gross Profit |
$ | 92,553 | $ | 87,808 | $ | 62,506 | $ | 180,361 | $ | 116,822 | ||||||||||
Non-GAAP Gross Profit |
$ | 126,327 | $ | 120,702 | $ | 62,668 | $ | 247,029 | $ | 117,143 | ||||||||||
Gross Margin |
28.3 | % | 27.1 | % | 36.3 | % | 27.7 | % | 35.8 | % | ||||||||||
Non-GAAP Gross Margin |
38.6 | % | 37.3 | % | 36.4 | % | 37.9 | % | 35.9 | % |
(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. |
Supplemental Information
Reconciliation of Operating Expenses to Non-GAAP Operating Expenses
(Unaudited)
(In thousands)
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, | March 31, | June 30, | June 30, | June 30, | ||||||||||||||||
2023 | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
Operating Expenses |
$ | 137,181 | $ | 137,540 | $ | 54,373 | $ | 274,721 | $ | 108,757 | ||||||||||
Acquisition-related expenses, amortization and adjustments |
(4,398 | ) (1) | (4,584 | ) (6) | (2,123 | ) (10) | (8,982 | ) (12) | (4,453 | ) (16) | ||||||||||
Stock-based compensation expense |
(3,974 | ) (2) | (3,458 | ) (7) | (1,726 | ) (11) | (7,432 | ) (13) | (3,460 | ) (17) | ||||||||||
Restructuring expenses |
(5,868 | ) (3) | (2,361 | ) (8) | — | (8,229 | ) (14) | (2 | ) | |||||||||||
Pension adjustments |
— | — | — | — | — | |||||||||||||||
Integration expenses |
(563 | ) (4) | (849 | ) (9) | — | (1,412 | ) (15) | — | ||||||||||||
Deferred compensation adjustments(5) |
307 | (394 | ) | 3,737 | (87 | ) | 6,433 | |||||||||||||
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Non-GAAP Operating Expenses |
$ | 122,685 | $ | 125,894 | $ | 54,261 | $ | 248,579 | $ | 107,275 | ||||||||||
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(1) | Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $3.9 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) income. |
(2) | $2.7 million is included in selling, general and administrative expenses and $1.3 million is included in research and development expenses on the condensed consolidated statements of (loss) income. |
(3) | $1.4 million is included in selling, general and administrative expenses and $4.5 million is included in research and development expenses on the condensed consolidated statements of (loss) income. |
(4) | $0.6 million is included in selling, general and administrative expenses on the condensed consolidated statements of (loss) income. Includes fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPLTA. |
(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) income. |
(6) | Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $4.1 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) income. |
(7) | $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) income. |
(8) | $2.2 million is included in selling, general and administrative expenses and $0.2 million is included in research and development expenses on the condensed consolidated statements of (loss) income. |
(9) | $0.8 million is included in selling, general and administrative expenses on the condensed consolidated statements of (loss) income. Includes fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPLTA. |
(10) | $1.6 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) income. |
(11) | $1.1 million is included in selling, general and administrative expenses and $0.6 million is included in research and development expenses on the condensed consolidated statements of (loss) income. |
(12) | Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $8.0 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) income. |
(13) | $5.1 million is included in selling, general and administrative expenses and $2.3 million is included in research and development expenses on the condensed consolidated statements of (loss) income. |
(14) | $3.5 million is included in selling, general and administrative expenses and $4.7 million is included in research and development expenses on the condensed consolidated statements of (loss) income. |
(15) | $1.4 million is included in selling, general and administrative expenses on the condensed consolidated statements of (loss) income. Includes fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPLTA. |
(16) | Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $3.4 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) income. |
(17) | $2.3 million is included in selling, general and administrative expenses and $1.2 million is included in research and development expenses on the condensed consolidated statements of (loss) income. |
Supplemental Information
Reconciliation of Operating (Loss) Income to Non-GAAP Operating Income (Loss)
(Unaudited)
(In thousands)
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, | March 30, | June 30, | June 30, | June 30, | ||||||||||||||||
2023 | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||
Operating (Loss) Income |
$ | (44,628 | ) | $ | (49,732 | ) | $ | 8,133 | $ | (94,360 | ) | $ | 8,065 | |||||||
Acquisition related expenses, amortization and adjustments(1) |
37,837 | 37,162 | 2,123 | 74,999 | 4,453 | |||||||||||||||
Stock-based compensation expense |
4,309 | 3,698 | 1,888 | 8,007 | 3,781 | |||||||||||||||
Pension adjustments |
— | — | — | — | — | |||||||||||||||
Restructuring expenses(2) |
5,868 | 2,437 | — | 8,305 | 2 | |||||||||||||||
Integration expenses |
563 | 849 | — | 1,412 | — | |||||||||||||||
Deferred compensation adjustments(3) |
(307 | ) | 394 | (3,737 | ) | 87 | (6,433 | ) | ||||||||||||
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Non-GAAP Operating Income (Loss) |
$ | 3,642 | $ | (5,192 | ) | $ | 8,407 | $ | (1,550 | ) | $ | 9,868 | ||||||||
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(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. |
(3) | 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) income. |
Supplemental Information
Reconciliation of Other Income (Expense) to Non-GAAP Other Expense
(Unaudited)
(In thousands)
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, 2023 |
March 31, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
||||||||||||||||
Interest and dividend income |
$ | 358 | $ | 304 | $ | 217 | $ | 662 | $ | 421 | ||||||||||
Interest expense |
(4,064 | ) | (3,287 | ) | (94 | ) | (7,351 | ) | (124 | ) | ||||||||||
Net investment gain (loss) |
1,262 | 1,252 | (4,646 | ) | 2,514 | (8,061 | ) | |||||||||||||
Other income (expense), net |
2,494 | (303 | ) | 681 | 2,191 | 455 | ||||||||||||||
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Total Other Income (Expense) |
$ | 50 | $ | (2,034 | ) | $ | (3,842 | ) | $ | (1,984 | ) | $ | (7,309 | ) | ||||||
Deferred compensation adjustments (1) |
(1,254 | ) | (1,250 | ) | 3,596 | (2,504 | ) | 5,437 | ||||||||||||
Pension expense(2) |
6 | 7 | 85 | 13 | 174 | |||||||||||||||
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Non-GAAP Other Expense |
$ | (1,198 | ) | $ | (3,277 | ) | $ | (161 | ) | $ | (4,475 | ) | $ | (1,698 | ) |
(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 Net (Loss) Income inclusive of Non-Controlling Interest to
Non-GAAP Net (Loss) Income inclusive of Non-Controlling Interest
(Unaudited)
and
Reconciliation of Net Loss attributable to Non-Controlling Interest to
Non-GAAP Net Loss attributable to Non-Controlling Interest
(Unaudited)
and
Reconciliation of Net (Loss) Income attributable to ADTRAN Holdings, Inc. and
(Loss) Earnings per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted to
Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. and
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 | Six Months Ended | |||||||||||||||||||
June 30, 2023 |
March 31, 2023 |
June 30, 2022 |
June 30, 2023 |
June 30, 2022 |
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Net (Loss) Income attributable to ADTRAN Holdings, Inc. |
$ | (33,334 | ) | $ | (34,464 | ) | $ | 2,143 | $ | (67,798 | ) | $ | 1,016 | |||||||
Plus: Net Loss attributable to non-controlling interest (1) |
(2,881 | ) | (5,989 | ) | — | (8,870 | ) | — | ||||||||||||
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Net (Loss) Income inclusive of non-controlling interest |
$ | (36,215 | ) | $ | (40,453 | ) | $ | 2,143 | $ | (76,668 | ) | $ | 1,016 | |||||||
Acquisition related expenses, amortization and adjustments |
37,837 | 37,162 | 2,123 | 74,999 | 4,453 | |||||||||||||||
Asset impairments |
— | — | — | — | — | |||||||||||||||
Stock-based compensation expense |
4,309 | 3,698 | 1,888 | 8,007 | 3,781 | |||||||||||||||
Valuation allowance |
(185 | ) | — | 4,289 | (185 | ) | 12,368 | |||||||||||||
Deferred compensation adjustments (2) |
(1,561 | ) | (856 | ) | (140 | ) | (2,417 | ) | (995 | ) | ||||||||||
Pension adjustments (3) |
6 | 7 | 85 | 13 | 174 | |||||||||||||||
Restructuring expenses |
5,868 | 2,437 | — | 8,305 | 2 | |||||||||||||||
Integration expenses |
563 | 849 | — | 1,412 | — | |||||||||||||||
Tax effect of adjustments to net (loss) income |
(13,426 | ) | (12,307 | ) | (680 | ) | (25,733 | ) | (1,185 | ) | ||||||||||
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Non-GAAP Net (Loss) Income inclusive of non-controlling interest |
$ | (2,804 | ) | $ | (9,463 | ) | $ | 9,708 | $ | (12,267 | ) | $ | 19,614 | |||||||
Less: Non-GAAP Net Loss attributable to non-controlling interest (1) |
(2,881 | ) | (4,460 | ) | — | (7,341 | ) | — | ||||||||||||
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Non-GAAP Net Income (Loss) attributable to ADTRAN Holdings, Inc. |
$ | 77 | $ | (5,003 | ) | $ | 9,708 | $ | (4,926 | ) | $ | 19,614 | ||||||||
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GAAP Net Loss attributable to non-controlling interest (1) |
$ | (2,881 | ) | $ | (5,989 | ) | $ | — | $ | (8,870 | ) | $ | — | |||||||
Acquisition related expenses, amortization and adjustments |
— | 1,457 | — | 1,457 | — | |||||||||||||||
Restructuring expenses |
— | 29 | — | 29 | — | |||||||||||||||
Integration expenses |
— | 6 | — | 6 | — | |||||||||||||||
Stock-based compensation expense |
— | 37 | — | 37 | — | |||||||||||||||
Pension adjustments |
— | — | — | — | — | |||||||||||||||
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Non-GAAP Net Loss attributable to non-controlling interest(1) |
$ | (2,881 | ) | $ | (4,460 | ) | $ | — | $ | (7,341 | ) | $ | — | |||||||
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Weighted average shares outstanding – basic |
78,366 | 78,358 | 49,123 | 78,364 | 49,110 | |||||||||||||||
Weighted average shares outstanding – diluted |
78,366 | 78,358 | 49,809 | 78,364 | 49,813 | |||||||||||||||
(Loss) Earnings per common share attributable to ADTRAN Holdings, Inc. – basic |
$ | (0.43 | ) | $ | (0.44 | ) | $ | 0.04 | $ | (0.87 | ) | $ | 0.02 | |||||||
(Loss) Earnings per common share attributable to ADTRAN Holdings, Inc. – diluted |
$ | (0.43 | ) | $ | (0.44 | ) | $ | 0.04 | $ | (0.87 | ) | $ | 0.02 | |||||||
Non-GAAP Earnings (Loss) per common share attributable to ADTRAN – basic |
$ | 0.00 | $ | (0.06 | ) | $ | 0.20 | $ | (0.06 | ) | $ | 0.40 | ||||||||
Non-GAAP Earnings (Loss) per common share attributable to ADTRAN – diluted |
$ | 0.00 | $ | (0.06 | ) | $ | 0.19 | $ | (0.06 | ) | $ | 0.39 |
(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. |
Exhibit 99.2
Ad-hoc notification pursuant to Article 17 of Regulation (EU) No. 596/2014
ADTRAN Holdings, Inc.: Guidance for the third quarter of 2023 expected to deviate from analyst consensus
Huntsville, Alabama (United States of America). August 7, 2023
Based on the financial results for the second quarter of 2023 and the first half year of 2023, ADTRAN Holdings, Inc. (“ADTRAN Holdings” or the “Company”) (NASDAQ: ADTN; FSE: QH9), expects the Company’s guidance range for the third quarter 2023 to deviate from analyst consensus as follows:
• | The guidance range for GAAP revenue is expected to be between $275 million to $305 million and between 20% and 11% below analyst consensus ($342 million). |
• | The guidance range for non-GAAP operating margin is expected to be between -5% and 0% and 8.7 percentage points to 3.7 percentage points below analyst consensus (3.7%). |
The expected guidance range for the third quarter 2023 is based on the following financial results for the second quarter of 2023 which were within our guidance.
• | GAAP revenue is $327.4 million and up 1.1% quarter-over-quarter. |
• | Non-GAAP operating margin is 1.1% and up 2.7 percentage points quarter-over-quarter. |
The information contained in this ad hoc notification is solely based on unaudited condensed consolidated results. Non-GAAP operating margin (which is calculated as non-GAAP operating income divided by revenue) is a non-GAAP financial measure. A reconciliation between GAAP operating loss for the second quarter and non-GAAP operating income is set forth in the table provided below. In addition, the Company has provided third quarter earnings guidance with regard to non-GAAP operating margin. This measure excludes from the corresponding GAAP financial measure the effect of adjustments as described below under “Explanation of Use of Non-GAAP Financial Measures.” 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.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this ad hoc notification which are not historical facts, such as those relating to strategy, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are necessarily estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors.
While it is impossible to identify all such factors, factors which could cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties related to manufacturing and supply chain constraints; (ii) risks and uncertainties related to the completed business combination between the Company, ADTRAN, Inc. (“ADTRAN”) and Adtran Networks SE (“Adtran Networks”), including risks related to the ability to successfully integrate ADTRAN’s and Adtran Networks’ businesses, the disruption of management time from ongoing business operations due to integration efforts following the business combination, and the risk that ADTRAN Holdings may be unable to achieve expected synergies or that it may take longer or be more costly than expected to achieve those synergies; (iii) the risk of fluctuations in revenue due to lengthy sales and approval processes required by major and other service providers for new products, as well as tighter inventory management of ADTRAN Holdings’ customers; (iv) the risk posed by potential breaches of information systems and cyber-attacks; (v) the risk that ADTRAN Holdings may not be able to effectively compete, including through product improvements and development; (vi) risks related to ongoing patent litigation; and (vii) other risks set forth in ADTRAN Holdings’ public filings made with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2022, as well as its Form 10-Q for the quarter ended March 31, 2023.
Explanation of Use of Non-GAAP Financial Measures
Set forth in the table below is a reconciliation of operating loss as reported based on generally accepted accounting principles in the United States (“GAAP”), to non-GAAP operating income. Such non-GAAP measure excludes acquisition related expenses, amortization and adjustments (consisting of intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations), stock-based compensation expense, pension adjustments, restructuring expenses, integration expenses, and deferred compensation adjustments. This measure is used by management in our ongoing planning and annual budgeting processes. Additionally, we believe the presentation of non-GAAP operating income, when combined with the presentation of the most directly comparable GAAP financial measure, GAAP operating loss, is beneficial to the overall understanding of ongoing operating performance of the Company. This non-GAAP financial measure is not prepared in accordance with, or as 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.
Reconciliation of GAAP Operating Loss to Non-GAAP Operating Income
(Unaudited, in millions)
Three Months Ended June 30, 2023 |
||||
Operating Loss |
$ | (44,628 | ) | |
Acquisition-related expenses, amortizations, and adjustments (1) |
$ | 37,837 | ||
Stock-based compensation expense |
$ | 4,309 | ||
Restructuring expenses (2) |
$ | 5,868 | ||
Integration expenses |
$ | 563 | ||
Deferred compensation adjustments (3) |
$ | (307 | ) | |
Pension adjustments |
— | |||
Non-GAAP Operating Income |
$ | 3,642 |
(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, and information technology systems of the Company in relation to the Business Combination with Adtran Networks. |
(3) | 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) income. |
Published by
Adtran Holdings, Inc.
www.adtran.com
For media
Gareth Spence
+44 1904 699 358
public-relations@adva.com
Notifying person and contact for investors
Steven Williams
+49 89 890 665 918
investor.relations@adtran.com