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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): November 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 November 6, 2023, ADTRAN Holdings, Inc. (“ADTRAN”) announced its financial results for the fiscal quarter ended September 30, 2023, the implementation of a comprehensive business efficiency plan, and the suspension of its quarterly cash dividend.

A copy of ADTRAN’s press release announcing its financial results, the implementation of a business efficiency plan, and the suspension of the quarterly cash dividend is attached as Exhibit 99.1 hereto and incorporated by reference herein.

 

Item 7.01

Regulation FD Disclosure.

Executives from ADTRAN will review the financial results via a live audio webcast on Tuesday, November 7, 2023, at 9:30 a.m. Central Time, or 4:30 p.m. Central European Summer Time. A copy of the investor presentation provided in connection with that review is attached as Exhibit 99.2 and incorporated by reference herein. An archived recording of the webcast will be available for a limited time on the Investor Relations page of investors.adtran.com.

In addition, 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 November 7, 2023 Central European Summer Time, ADTRAN published an ad hoc announcement in Germany disclosing, among other items, that management’s forecast for the fourth quarter of fiscal 2023 deviates from analyst consensus.

A copy of ADTRAN’s ad hoc announcement is attached as Exhibit 99.3 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 Number

 

Description

99.1   Press Release dated November 6, 2023
99.2   Visual Presentation of November 7, 2023.
99.3   Ad hoc notification dated November 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: November 7, 2023     ADTRAN Holdings, Inc.
    By:  

/s/ Ulrich Dopfer

      Ulrich Dopfer
      Chief Financial Officer
EX-99.1 2 d578796dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

ADTRAN Holdings, Inc. reports third quarter 2023 financial results and announces business efficiency program

 

   

Q3 revenue at $272.3 million with sequential improvement in GAAP and non-GAAP operating expenses

 

   

15% projected reduction in non-GAAP operating expenses in Q4 2023 as compared to Q3 2023

 

   

Targeting positive non-GAAP operating margin for the second quarter 2024

 

   

Expected reduction of non-GAAP operating expenses of approximately $90 million for the year 2024 as compared to 2023

 

   

As part of the capital efficiency program, the Company has decided to suspend its quarterly dividend to reduce interest expense and support its long-term capital plan

 

   

Target Financial Model: Non-GAAP operating margin to be in the low teens for the full year 2025

Huntsville, Alabama, USA. — November 6, 2023 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced its financial results for the third quarter of 2023.

As reflected in the preliminary release, revenue for the third quarter was $272.3 million, slightly below the lower end of the guidance range.


LOGO

GAAP gross margin for the quarter was 27.3%, and it was negatively impacted by an inventory write-off of approximately $21.0 million as a result of the exit from certain product lines in connection with our restructuring and the newly implemented and expanded business efficiency program.

Non-GAAP gross margin was 40.3%, and it was positively impacted by a more favorable customer and product mix and lower purchasing and transportation costs.


GAAP operating margin for the quarter was negative 32.8%, and it was negatively impacted by the exit from certain product lines discussed above and a $37.9 million goodwill impairment charge related to our Services & Support reporting unit. Sequentially, the Company reduced GAAP operating expenses by 8% from $137.2 million in the second quarter 2023 to $125.7 million in the third quarter 2023.

Non-GAAP operating margin for the quarter was negative 1.9%, which was at the upper end of the guidance range. The Company reduced non-GAAP operating expenses by 6.3% from $122.7 million in the second quarter 2023 to $114.9 million in the third quarter 2023.

GAAP net loss attributable to the Company for the third quarter of 2023 was $72.7 million. Diluted loss per share attributable to the Company for the quarter was $0.93.

Non-GAAP net loss attributable to the Company was $10.8 million. Non-GAAP diluted loss per share attributable to the Company was $0.14.

Business efficiency program

Due to the uncertainty around the current macro-economic environment, customer inventory levels and its impact on customer spending levels, the Company has implemented a comprehensive business efficiency program. The program includes:

 

   

a significant cost efficiency program targeting a reduction of non-GAAP operating expenses of approximately $90 million for the year 2024 as compared to 2023 and a projected $15 million reduction in non-GAAP operating expenses for the fourth quarter of 2023 compared to the third quarter of 2023; and

 

   

a capital efficiency program which includes a site consolidation plan that management expects to generate proceeds up to $150 million and the suspension of the quarterly dividend.

Ultimately, we believe the successful execution of our business efficiency program will benefit our shareholders.

ADTRAN Holdings’ Chairman and Chief Executive Officer Tom Stanton stated, “We anticipate that the ongoing uncertainty affecting customer spending will extend into 2024. We are actively addressing the challenges in our industry and have implemented a business efficiency program to ensure improvement in long-term shareholder return.


Through this program, we are aiming to lower our costs by $90 million by the end of 2024 as compared to 2023. Although the environment has proven to be very challenging, interest in our products continues to grow as we gained market share and added new customers during the quarter. We expect the combination of our continued growth in market share with our new operating model to substantially improve returns to all our stakeholders.”

Financial Outlook for the fourth quarter 2023

The outlook for the fourth quarter 2023, is as follows:

 

   

revenue to be between $210 million and $240 million; and

 

   

non-GAAP operating margin between negative 7% and 0%.

Non-GAAP operating margin (which is calculated as non-GAAP operating (loss) income divided by revenue) and non-GAAP operating expense are non-GAAP financial measures. The Company has provided fourth quarter guidance with regard to non-GAAP operating margin and projected reductions in non-GAAP operating expense as a result of its business efficiency program. These measures exclude from the corresponding GAAP financial measures 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 due to the difficulty of predicting the timing and amounts of various items within a reasonable range. In particular, these non-GAAP financial measures exclude certain items, including continued restructuring and integration expenses that will continue to evolve as our business efficiency program is implemented and, therefore, 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.

The Company confirmed that it will hold a conference call to discuss its third quarter results on Tuesday, November 7, 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 and view our investor presentation, 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 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 expectations regarding earnings, expenses and margin; ADTRAN Holdings’ ability to reduce expenses in the coming year and the amount thereof through its implementation of the business efficiency program; and ADTRAN Holdings’ strategy, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are necessarily estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which have caused and may in the future cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties 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) risks and uncertainties relating to the recent restatement of our previously issued consolidated financial statements and ongoing material weakness in our internal control over financial reporting; (iv) risks and uncertainties relating to ADTRAN Holdings’ ability to reduce expenditures and the impact of such reductions on its financial results and financial condition; (v) 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; (vi) the risk posed by potential breaches of information systems and cyber-attacks; (vii) the risk that ADTRAN Holdings may not be able to effectively compete, including through product improvements and development; and (viii) 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 amended, as well as its Form 10-Q for the quarter ended June 30, 2023.


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) income inclusive of the non-controlling interest, net loss attributable to the Company, net loss attributable to the non-controlling interest, and loss 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 (loss) income, non-GAAP other (expense) income, non-GAAP net (loss) income inclusive of the non-controlling interest, non-GAAP net (loss) income attributable to the Company, non-GAAP net (loss) income attributable to the non-controlling interest, and non-GAAP (loss) earnings 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 and goodwill 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.

The information contained in this press release is solely based on unaudited condensed consolidated 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.

 

 

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@adtran.com

For investors

Steven Williams

+49 89 890 665 918

investor@adtran.com


Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

 

     September 30,
2023
    December 31,
2022
 

Assets

    

Current Assets

    

Cash and cash equivalents

   $ 116,092     $ 108,644  

Short-term investments

     —         340  

Accounts receivable, net

     229,333       279,435  

Other receivables

     24,337       32,831  

Inventory, net

     373,971       427,531  

Prepaid expenses and other current assets

     35,826       33,577  
  

 

 

   

 

 

 

Total Current Assets

     779,559       882,358  

Property, plant and equipment, net

     118,623       110,699  

Deferred tax assets

     90,260       67,839  

Goodwill

     339,083       381,724  

Intangibles, net

     328,695       401,211  

Other non-current assets

     60,770       66,998  

Long-term investments

     25,179       32,665  
  

 

 

   

 

 

 

Total Assets

   $ 1,742,169     $ 1,943,494  
  

 

 

   

 

 

 

Liabilities, Redeemable Non-Controlling Interest and Equity

    

Current Liabilities

    

Accounts payable

   $ 148,913     $ 237,699  

Revolving credit agreements outstanding

     10,580       35,936  

Notes payable

     —         24,598  

Unearned revenue

     49,832       41,193  

Accrued expenses and other liabilities

     29,708       35,235  

Accrued wages and benefits

     35,957       44,882  

Income tax payable, net

     10,302       9,032  
  

 

 

   

 

 

 

Total Current Liabilities

     285,292       428,575  

Non-current revolving credit agreement outstanding

     200,000       60,000  

Deferred tax liabilities

     37,977       61,629  

Non-current unearned revenue

     23,501       19,239  

Pension liability

     10,732       10,624  

Deferred compensation liability

     26,833       26,668  

Non-current lease obligations

     23,612       22,807  

Other non-current liabilities

     17,408       10,339  
  

 

 

   

 

 

 

Total Liabilities

     625,355       639,881  

Redeemable Non-Controlling Interest

     431,921       —    

Equity

    

Common stock

     787       781  

Additional paid-in capital

     770,565       895,834  

Accumulated other comprehensive income

     32,800       46,713  

Retained (deficit) earnings

     (113,289     55,338  

Treasury stock

     (5,970     (4,125

Non-controlling interest

     —         309,072  
  

 

 

   

 

 

 

Total Equity

     684,893       1,303,613  
  

 

 

   

 

 

 

Total Liabilities, Redeemable Non-Controlling Interest and Equity

   $ 1,742,169     $ 1,943,494  
  

 

 

   

 

 

 


Condensed Consolidated Statements of Loss

(Unaudited)

(In thousands, except per share amounts)

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2023     2022     2023     2022  

Revenue

        

Network Solutions

   $ 228,564     $ 304,940     $ 793,984     $ 599,306  

Services & Support

     43,767       35,769       129,637       67,959  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Revenue

     272,331       340,709       923,621       667,265  

Cost of Revenue

        

Network Solutions

     160,244       222,606       596,334       413,180  

Network Solutions - Inventory Write Down

     21,043       —         21,043       —    

Services & Support

     16,807       15,076       51,646       34,236  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Cost of Revenue

     198,094       237,682       669,023       447,416  

Gross Profit

     74,237       103,027       254,598       219,849  

Selling, general and administrative expenses

     62,907       74,880       196,887       130,646  

Research and development expenses

     62,752       59,196       203,493       112,187  

Asset impairment

     —         16,969       —         16,969  

Goodwill Impairment

     37,874       —         37,874       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Loss

     (89,296     (48,018     (183,656     (39,953

Interest and dividend income

     521       347       1,183       768  

Interest expense

     (4,507     (1,303     (11,858     (1,427

Net investment (loss) gain

     (1,443     (2,691     1,071       (10,752

Other income, net

     2,523       2,494       4,714       2,949  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss Before Income Taxes

     (92,202     (49,171     (188,546     (48,415

Income tax benefit

     16,553       4,312       36,229       4,572  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss

   $ (75,649   $ (44,859   $ (152,317   $ (43,843

Less: Net Loss attributable to non-controlling interest(1)

     (2,914     (2,925     (11,784     (2,925
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss attributable to ADTRAN Holdings, Inc.

   $ (72,735   $ (41,934   $ (140,533   $ (40,918
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding – basic

     78,389       73,036       78,378       57,175  

Weighted average shares outstanding – diluted

     78,389       73,036       78,378       57,175  

Loss per common share attributable to ADTRAN Holdings, Inc. – basic

   $ (0.93   $ (0.57   $ (1.79   $ (0.72

Loss per common share attributable to ADTRAN Holdings, Inc. – diluted

   $ (0.93   $ (0.57   $ (1.79   $ (0.72

 

(1)

For the three and six months ended September 30, 2023, we have recognized $2.9 million and $8.6 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 September 30, 2023.


Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

     Nine Months Ended
September 30,
 
     2023     2022  

Cash flows from operating activities:

    

Net loss

   $ (152,317   $ (43,843

Adjustments to reconcile net loss to net cash used in operating activities:

    

Depreciation and amortization

     91,422       34,783  

Asset impairment

     —         16,969  

Goodwill impairment

     37,874       —    

Amortization of debt issuance cost

     607       200  

(Gain) loss on investments, net

     (3,316     10,395  

Stock-based compensation expense

     12,229       15,912  

Deferred income taxes

     (45,941     (26,366

Other, net

     204       32  

Inventory write down

     21,043       —    

Inventory reserves

     29,836       (6,681

Changes in operating assets and liabilities:

    

Accounts receivable, net

     47,347       (34,535

Other receivables

     8,340       (2,154

Inventory

     536       (76,293

Prepaid expenses, other current assets and other assets

     1,816       610  

Accounts payable

     (87,903     70,381  

Accrued expenses and other liabilities

     6,476       (23,005

Income taxes payable, net

     2,433       20,862  
  

 

 

   

 

 

 

Net cash used in operating activities

     (29,314     (42,733
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property, plant and equipment

     (33,674     (10,141

Proceeds from sales and maturities of available-for-sale investments

     10,545       30,474  

Purchases of available-for-sale investments

     (807     (22,215

Proceeds from beneficial interests in securitized accounts receivable

     1,178       1,294  

Proceeds from disposals of property, plant and equipment

     —         12  

Acquisition of business, net of cash acquired

     —         43,957  
  

 

 

   

 

 

 

Net cash (used in) provided by investing activities

     (22,758     43,381  
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Tax withholdings related to stock-based compensation settlements

     (6,331     (515

Proceeds from stock option exercises

     187       5,434  

Dividend payments

     (21,237     (15,859

Proceeds from draw on revolving credit agreements

     163,760       133,141  

Repayment of revolving credit agreements

     (49,233     (48,000

Non-controlling interest put option buyback

     (1,196     —    

Payment of debt issuance cost

     (708     (3,015

Repayment of notes payable

     (24,931     (10,057
  

 

 

   

 

 

 

Net cash provided by financing activities

     60,311       61,129  
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     8,239       61,777  

Effect of exchange rate changes

     (791     (7,496

Cash and cash equivalents, beginning of period

     108,644       56,818  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 116,092     $ 111,099  
  

 

 

   

 

 

 

Supplemental disclosure of cash financing activities:

    

Cash paid for interest

   $ 8,540     $ 633  

Cash used in operating activities related to operating leases

   $ 7,378     $ 2,272  

Supplemental disclosure of non-cash investing activities:

    

Right-of-use assets obtained in exchange for lease obligations

   $ 8,490     $ 904  

Purchases of property, plant and equipment included in accounts payable

   $ 2,508     $ 1,037  

Adtran Networks common shares exchanged in acquisition

   $ —       $ 565,491  

Adtran Networks options assumed in acquisition

   $ —       $ 12,769  

Non-controlling interest related to Adtran Networks

   $ —       $ 315,415  


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     Nine Months Ended  
     September 30,
2023
    June 30,
2023
    September 30,
2022
    September 30,
2023
    September 30,
2022
 

Total Revenue

   $ 272,331     $ 327,378     $ 340,709     $ 923,621     $ 667,265  

Cost of Revenue

   $ 198,094     $ 234,825     $ 237,682     $ 669,023     $ 447,416  
Acquisition-related expenses, amortization and adjustments(1)      (13,537     (33,439     (25,530     (79,554     (25,530
Stock-based compensation expense      (279     (335     (1,269     (854     (1,590
Pension adjustments      —         —         (59     —         (59
Restructuring expenses(2)      (21,630     —         —         (21,706     —    
Integration expenses(3)      (154     —         —         (154     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Cost of Revenue

   $ 162,494     $ 201,051     $ 210,824     $ 566,755     $ 420,237  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

   $ 74,237     $ 92,553     $ 103,027     $ 254,598     $ 219,849  

Non-GAAP Gross Profit

   $ 109,837     $ 126,327     $ 129,885     $ 356,866     $ 247,028  

Gross Margin

     27.3     28.3     30.2     27.6     32.9

Non-GAAP Gross Margin

     40.3     38.6     38.1     38.6     37.0

 

(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 charges totaling approximately $21.0 million incurred as a result of the exit from certain product lines in connection with the restructuring program. The restructuring program commenced upon the closing of the business combination with Adtran Networks and is expected to be completed in late 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 of which $73.4 thousand is stock compensation expense for the program.


Supplemental Information

Reconciliation of Operating Expenses to Non-GAAP Operating Expenses

(Unaudited)

(In thousands)

 

     Three Months Ended     Nine Months Ended  
     September 30,
2023
    June 30,
2023
    September 30,
2022
    September 30,
2023
    September 30,
2022
 

Operating Expenses

   $ 125,659     $   137,181     $ 134,076     $ 400,380     $ 242,833  

Acquisition-related expenses, amortization and adjustments

     (4,534 )(1)      (4,398 )(6)      (14,780 )(10)      (13,516 )(13)      (19,233 )(17) 

Stock-based compensation expense

     (3,251 )(2)      (3,974 )(7)      (10,862 )(11)      (10,683 )(14)      (14,322 )(18) 

Restructuring expenses

     (3,243 )(3)      (5,868 )(8)      —         (11,472 )(15)      (2

Integration expenses

     (1,485 )(4)      (563 )(9)      —         (2,897 )(16)      —    

Pension adjustments

     —         —         (185 )(12)      —         (185 )(12) 

Deferred compensation adjustments(5)

     1,801       307       740       1,714       7,173  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Operating Expenses

   $ 114,947     $ 122,685     $ 108,989     $ 363,526     $ 216,264  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $4.0 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.

(2)

$2.4 million is included in selling, general and administrative expenses and $0.8 million is included in research and development expenses on the condensed consolidated statements of loss.

(3)

$3.4 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.

(4)

$1.4 million is included in selling, general and administrative expenses and $0.1 million is included in research and development expenses on the condensed consolidated statements of loss. Includes fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPLTA. Additionally, 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 of which $0.5 million is stock compensation expense for the program.

(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 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.

(7)

$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.

(8)

$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.

(9)

$0.6 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPLTA.

(10)

Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $14.3 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.

(11)

$9.2 million is included in selling, general and administrative expenses and $1.7 million is included in research and development expenses on the condensed consolidated statements of loss.


(12)

$0.1 million is included in selling, general and administrative expenses and $0.1 million is included in research and development expenses on the condensed consolidated statements of loss. Includes amortization of actuarial losses related to the Company’s pension plan for employees in certain foreign countries.

(13)

Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $12.0 million is included in selling, general and administrative expenses and $1.5 million is included in research and development expenses on the condensed consolidated statements of loss.

(14)

$7.6 million is included in selling, general and administrative expenses and $3.1 million is included in research and development expenses on the condensed consolidated statements of loss.

(15)

$7.0 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.

(16)

$2.8 million is included in selling, general and administrative expenses and $0.1 million is included in research and development expenses on the condensed consolidated statements of loss. Includes fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPLTA. Additionally, 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 of which $0.5 million is stock compensation expense for the program.

(17)

Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $17.7 million is included in selling, general and administrative expenses and $1.5 million is included in research and development expenses on the condensed consolidated statements of loss.

(18)

$11.4 million is included in selling, general and administrative expenses and $2.9 million is included in research and development expenses on the condensed consolidated statements of loss.


Supplemental Information

Reconciliation of Operating Loss to Non-GAAP Operating (Loss) Income

(Unaudited)

(In thousands)

 

     Three Months Ended     Nine Months Ended  
     September 30,
2023
    June 30,
2023
    September 30,
2022
    September 30,
2023
    September 30,
2022
 

Operating Loss

   $ (89,296   $ (44,628   $ (48,018   $ (183,656   $ (39,953

Acquisition related expenses, amortization and adjustments(1)

     18,070       37,837       40,310       93,069       44,763  

Asset impairments(2)

     —         —         16,969       —         16,969  

Stock-based compensation expense

     3,530       4,309       12,131       11,537       15,912  

Pension adjustments

     —         —         244       —         244  

Restructuring expenses(3)

     24,873       5,868       —         33,178       2  

Integration expenses(4)

     1,639       563       —         3,051       —    

Deferred compensation adjustments(5)

     (1,801     (307     (740     (1,714     (7,173

Goodwill impairment(6)

     37,874       —         —         37,874       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Operating (Loss) Income

   $ (5,111   $ 3,642     $ 20,896     $ (6,661   $ 30,764  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(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 impairment charges related to the abandonment of certain information technology projects due to the business combination.

(3)

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 charges totaling approximately $21.0 million incurred as a result of the exit from certain product lines in connection with the restructuring program. The restructuring program commenced upon the closing of the business combination with Adtran Networks and is expected to be completed in late 2024.

(4)

Includes fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPTLA. Additionally, 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.

(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 non-cash goodwill impairment charge related to our Services and Support reporting unit. The impairment primarily resulted from a decrease in projected revenue growth rates and EBITDA margins.


Supplemental Information

Reconciliation of Other (Expense) Income to Non-GAAP Other (Expense) Income

(Unaudited)

(In thousands)

 

     Three Months Ended     Nine Months Ended  
     September 30,
2023
    June 30,
2023
    September 30,
2022
    September 30,
2023
    September 30,
2022
 

Interest and dividend income

   $ 521     $ 358     $ 347     $ 1,183     $ 768  

Interest expense

     (4,507     (4,064     (1,303     (11,858     (1,427

Net investment (loss) gain

     (1,443     1,262       (2,691     1,071       (10,752

Other income, net

     2,523       2,494       2,494       4,714       2,949  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Other (Expense) Income

   $ (2,906   $ 50     $ (1,153   $ (4,890   $ (8,462

Deferred compensation adjustments(1)

     1,117       (1,254     1,124       (1,387     6,561  

Pension expense(2)

     7       6       81       20       255  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Other (Expense) Income

   $ (1,782   $ (1,198   $ 52     $ (6,257   $ (1,646

 

(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 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 (Income) attributable to Non-Controlling Interest

(Unaudited)

and

Reconciliation of Net Loss attributable to ADTRAN Holdings, Inc. and

Loss per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted to

Non-GAAP Net (Loss) Income attributable to ADTRAN Holdings, Inc. and

Non-GAAP (Loss) Earnings per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted

(Unaudited)

(In thousands, except per share amounts)

 

     Three Months Ended     Nine Months Ended  
     September 30,
2023
    June 30,
2023
    September 30,
2022
    September 30,
2023
    September 30,
2022
 

Net Loss attributable to ADTRAN Holdings, Inc.

   $ (72,735   $ (33,334   $ (41,934   $ (140,533   $ (40,918
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Plus: Net Loss attributable to non-controlling interest(1)

     (2,914     (2,881     (2,925     (11,784     (2,925
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss inclusive of non-controlling interest

   $ (75,649   $ (36,215   $ (44,859   $ (152,317   $ (43,843
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition related expenses, amortization and adjustments

     18,070       37,837       40,310       93,069       44,763  

Asset impairments

     —         —         16,969       —         16,969  

Stock-based compensation expense

     3,530       4,309       12,131       11,537       15,912  

Valuation allowance

     —         (185     3,182       (185     15,550  

Deferred compensation adjustments(2)

     (684     (1,561     383       (3,101     (612

Pension adjustments(3)

     7       6       325       20       499  

Restructuring expenses

     24,873       5,868       —         33,178       2  

Integration expenses

     1,639       563       —         3,051       —    

Goodwill impairment

     37,874       —         —         37,874       —    

Tax effect of adjustments to net loss

     (23,366     (13,426     (16,245     (49,099     (17,430
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Net (Loss) Income inclusive of non-controlling interest

   $ (13,706   $ (2,804   $ 12,196     $ (25,973   $ 31,810  

Less: Non-GAAP Net Loss (Income) attributable to non-controlling interest(1)

     (2,914     (2,881     4,486       (10,255     4,486  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Net (Loss) Income attributable to ADTRAN Holdings, Inc.

   $ (10,792   $ 77     $ 7,710     $ (15,718   $ 27,324  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

GAAP Net Loss attributable to non-controlling interest(1)

   $ (2,914   $ (2,881   $ (2,925   $ (11,784   $ (2,925

Acquisition related expenses, amortization and adjustments

     —         —         7,120       1,457       7,120  

Restructuring expenses

     —         —         —         29       —    

Integration expenses

     —         —         —         6       —    

Stock-based compensation expense

     —         —         231       37       231  

Pension adjustments

     —         —         60       —         60  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Net Loss (Income) attributable to non-controlling interest(1)

   $ (2,914   $ (2,881   $ 4,486     $ (10,255   $ 4,486  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding – basic

     78,389       78,366       73,036       78,378       57,175  

Weighted average shares outstanding – diluted

     78,389       78,366       73,036       78,378       57,175  

Loss per common share attributable to ADTRAN Holdings, Inc. – basic

   $ (0.93   $ (0.43   $ (0.57   $ (1.79   $ (0.72

Loss per common share attributable to ADTRAN Holdings, Inc. – diluted

   $ (0.93   $ (0.43   $ (0.57   $ (1.79   $ (0.72

Non-GAAP (Loss) Earnings per common share attributable to ADTRAN – basic

   $ (0.14   $ 0.00     $ 0.11     $ (0.20   $ 0.48  

Non-GAAP (Loss) Earnings per common share attributable to ADTRAN – diluted

   $ (0.14   $ 0.00     $ 0.11     $ (0.20   $ 0.48  

 

(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.

EX-99.2 3 d578796dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 Adtran Holdings November 06, 2023 Investor presentation


Cautionary note regarding forward-looking statements Statements contained in this presentation which are not historical facts, such as those relating to expectations regarding earnings, expenses and margin; the ability of ADTRAN Holdings, Inc. (“ADTRAN Holdings”) to reduce expenses in the coming year and the amount thereof through its implementation of the business efficiency program; and ADTRAN Holdings’ strategy, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are necessarily estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which have caused and may in the future cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties 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) risks and uncertainties relating to the recent restatement of our previously issued consolidated financial statements and ongoing material weakness in our internal control over financial reporting; (iv) risks and uncertainties relating to ADTRAN Holdings’ ability to reduce expenditures and the impact of such reductions on its financial results and financial condition; (v) 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; (vi) the risk posed by potential breaches of information systems and cyber-attacks; (vii) the risk that ADTRAN Holdings may not be able to effectively compete, including through product improvements and development; and (viii) 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 amended, as well as its Form 10-Q for the quarter ended June 30, 2023 2 2023 © ADTRAN, INC.


Introduction and business model 3


Your trusted partner for the fiber everywhere era Key differentiators $1.25B 50 3.300+ • Open, disaggregated platforms with vendor-neutral capability FY22 revenue Worldwide locations Employees • Extensive global design support and Global top 3 HQ = Huntsville, AL worldwide supply orchestration capabilities (Supply supplier chain) • Customers = NSPs, RSPs, ASPs, SMBs, enterprises, tribal communities, — 1.000+ Α Ω 35+ governments and agencies: local, state, federal • Simplified pricing structure End-to-end Global technology Years of solutions portfolio patents experience “Adtran is focused on customer usability, service and support.” Tom Stanton, CEO, Adtran 4 2023 © ADTRAN, INC.


OUR VISION is to enable a fully-connected world, where the power and freedom to communicate is available to everyone, everywhere, in a secure, efficient and sustainable environment. 5 2023 © ADTRAN, INC.


Global presence EMEA: Americas: Germany (HQ Europe) Canada England United States (HQ Global) Switzerland Brazil APAC: Poland Japan Finland China Sweden Hong Kong France Singapore Italy India Israel Australia South Africa Saudi Arabia 6 2023 © ADTRAN, INC.


Adtran is a global vendor with scale and diversity Portfolio Customer Geographic Strength in Differentiation Diversity Diversity Focus Markets • Optical core to • More balanced mix of • Balanced mix of U.S. • Full range of R&D, pre- customer premise national SPs, regional and non-U.S. business sales, post-sales and SPs, enterprise, and services support in • End-to-end automation • Strong growth ICP customers focus regions & insights opportunities in focus • Continued growth regions • Strong market share in • Enhanced security and opportunities in each growth products in assurance segment focus regions 7 2023 © ADTRAN, INC.


Management board Tom Stanton Christoph Glingener Uli Dopfer Jay Wilson Chairman & CEO CTO CFO CRO • Joined Adtran in 1995 as VP of • Joined ADVA Optical • Joined ADVA Optical • Joined Adtran in 1998 and has Marketing for the Carrier Networking in April 2006, Networking in March 2004, held many roles from Senior Networks Division and named appointed CTO in 2007 and appointed CFO in January 2015 Vice President of Technology Adtran’s CEO in September named CTO of Adtran in and named CFO of Adtran in and Strategy to GM of Adtran’s 2005 and Chairman of the September 2022 May 2023 Carrier Networks Division, VP Board in 2007 of Product Marketing, • Holds Ph.D in Electric • Holds a Diploma in business • Holds a Bachelor of Science in Engineering from the University economics from Wirtschafts- • Holds a Bachelor of Computer Engineering from of Dortmund akademie Munich, Germany Engineering in Electrical Auburn University Engineering from Vanderbilt University 8 2023 © ADTRAN, INC.


Optical core to customer premise AI-driven Orchestration, Management and Optimization 5G Software Platforms Smart Fiber Access & Optical Aggregation Platforms Platforms I o T Metro WDM DCI Subscriber Platforms Subscriber Solutions Access & Aggregation Optical Networking ONT 10G PON Deployment & Support Services 9 9 2023 © ADTRAN, INC.


Our portfolio Software Professional Subscriber and enterprise solutions platforms services Open multi-gig PON systems, Carrier Ethernet access, Wi-Fi, IoT, routers, switches and more Open, cloud- Scalable in- Access and aggregation solutions centric region services, Fiber access platforms, 1/10/25/100G Ethernet management and including aggregation, network timing and synchronization orchestration planning, deployment, and Optical Networking Solutions maintenance Optical access and transport, data center interconnect, advanced pluggable optics, assurance and monitoring, encryption and security 10 2023 © ADTRAN, INC.


Revenue categories and product examples Subscriber Solutions Access & Aggregation Optical Networking SDX 630 SDX 6330 FSP 3000 FSP 150 Coherent 100 ZR Wi-Fi 6, 6E, & 7 mesh gateways (SDGs) 11 2023 © ADTRAN, INC.


A unique scaled pure play addressing the converged edge Network focus Converged edge RAN, core / metro Core / Metro Core / Metro Fixed line Metro / Access Tier 1, 2, 3 CSPs Tier 1 CSPs Tier 1 CSPs Customer focus Tier 1, 2 CSPs Tier 2, 3 CSPs Tier 2, 3 CSPs enterprises ICPs ICPs Customer X X X ✓✓✓ premises (Residential/SMB) Customer X X X premises ✓✓✓ (Ent./ Wholesale) Fiber access X X ✓✓✓✓ (Residential/SMB) Fiber backhaul X ✓✓✓✓✓ (Metro) 12 2023 © ADTRAN, INC. Converged Edge


Market trends Pandemic accelerates 5G, work from home Deglobalization and Open, disaggregated, digitalization and and streaming drive consolidation impacts sustainable and cloud- capacity demand multi-gigabit fiber vendor selection centric systems access Online meetings and Symmetric bandwidth Selection of trusted Closed and single e-commerce have goes from being a suppliers becomes vendor systems are displaced travel luxury to a necessity strategic no longer desirable 13 2023 © ADTRAN, INC.


Fiber networking market forecasts PON OLT-ONT Metro WDM Carrier Ethernet $7,000 $6,000 $700 $6,000 $600 $5,000 $5,000 $500 $4,000 CAGR 2022-2027:4% $4,000 $400 CAGR 2022-2027:4% $3,000 CAGR 2022-2027: 6% $3,000 $300 $2,000 $2,000 $200 $1,000 $1,000 $100 $0 $0 $0 2020 2021 2022 2023 2024 2025 2026 2027 2020 2021 2022 2023 2024 2025 2026 2027 2020 2021 2022 2023 2024 2025 2026 2027 EMEA + NAM EMEA + NAM EMEA + NAM Sources: PON OLT+ONT: Dell’Oro 5yr Broadband Access and Home Networking Report (3Q 2023) Metro WDM: Omdia Optical Network Forecast (3Q 2023) Carrier Ethernet: Service Provider Switching and Routing Forecast (2Q 2023) 14 2023 © ADTRAN, INC. Millions Millions Millions


Significant tailwinds to drive long term growth • $42.5b in broadband funding to provide service to 7m+ under/unserved homes • Expect ~90% to be served with fiber • Funds allocated through grant process at state level BEAD • First tranche (~20%) of funding to be allocated to service providers in 2H ‘24 with remainder planned for allocation in 2025 • 4-year implementation timeline for service providers to deliver service • Shift away from Chinese vendors is picking up the pace given geopolitical situation • Adtran is one of the key beneficiaries in optical and PON in EMEA and already won multiple High risk deals and has several projects in the funnel - largest impact expected in 2025 and 2026 vendor given tier 1 integration timelines replacement • > $1bn market opportunity in Optical • > $400m market opportunity in broadband $60-120m • $60m-$120m run-rate revenue synergy potential Cross • Large upside opportunity with positioning optical portfolio into US RSP selling opportunity 15 2023 © ADTRAN, INC.


Corporate Social Responsibility Environmental Social Governance • Sustainability is integral part of product strategy • Event sponsoring, volunteer hours at non- • Comprehensive ethics and compliance through process-based product ecodesign and profit organizations and donations policy, code of conduct and processes lifecycle assessment (LCA) • Dedicated human capital management • Dedicated human rights policy and supplier • Involvement of supply chain based on Integrity of conduct • Employee-driven diversity, equity & inclusion Next supplier onboarding (DE&I) task force to support a diverse and • Dedicated engagement in security - ISO • ISO certificated (ISO 14001 EMS, ISO 50001 inclusive workforce 27001-certified EnMS) • Strictly following ILO requirements Ratings ISS Rating Ecovadis CDP Adtran, Inc. Adtran Networks Governance Environment Social Adtran ADVA Climate Change 6 4 3 2022 C A- Supplier Engagement C- 2022 C A- 16 2023 © ADTRAN, INC.


Adtran SBTi Net Zero long-term targets • Combined Scope 1+2: Cars + natural gas + electricity emissions (<3% of total Adtran emissions) - Down to 10% in 2034, against base year 2016 - Actions: -Switch to e-mobility, biofuel, district heating where possible -Purchase renewable energy -install photo voltaic plus storage • Scope 3. Products use and emissions embedded in components (~91% of total Adtran emissions) - Down to 5% in 2048, as compared to base year 2016 - Actions: -Highest energy efficiency of products – ecodesign process, supported by LCA -Decarbonization of supply chain 17 2023 © ADTRAN, INC.


Why Adtran? Differentiation and Unprecedented Substantial Strong commitment diversification market opportunity transformation of to ESG operating model Differentiated portfolio Unique positioned in Implementation of a Strong commitment to from optical core to historic demand for fiber comprehensive business corporate social customer premise with a supported by public efficiency program responsibility, as well as balanced mix of stimulus to deploy fiber- targeting a leaner, environmental, social and large and regional based broadband efficient and profitable governance Service provider, networks paired with company with expected enterprise, and High risk vendor margins in the low teens ICP customers replacement opportunities in 2025 18 2023 © ADTRAN, INC.


Business Update 19


Q3 2023 business results Revenue split consistent with Continued regional diversification Balanced customer past quarters diversification with regional SP having the largest revenue share 22% 35% 34% 41% 43% 59% 44% 23% Optical Networking Solutions Domestic Large Subscriber Solutions Internationals Regionals Access & Aggregation Solutions Enterprise / ICP / OEM 20 2023 © ADTRAN, INC.


Q3 2023 technology update AI-driven Orchestration, Management and Optimization (Software Platforms) Smart 5G Fiber Access & Aggregation Optical Platforms Platforms IoT Metro WDM DCI Subscriber Platforms Subscriber Solutions Optical Networking Access & Aggregation Deployment & Support Services • Multiple large EMEA service provider • Launched SDG 8600 and 8700 Wi-Fi • Highest market share growth in opportunities 6, 6E and 7 mesh routers for European WDM market at the optimized in-home connectivity expense of market share loss from • #2 in market share for fiber access high-risk vendors* platforms (OLT)* in NAM and EMEA • Launched Intellifi®, a cloud-managed Wi-Fi solution designed for CSPs to • Secured two key tier 1 high-risk • Strong US FTTH market presence effectively monitor, manage and vendor replacement metro WDM with 13 new FTTH operators added in monetize residential Wi-Fi networks projects Q3 *) Source: Dell´Oro 21 2023 © ADTRAN, INC.


Priority Adtran´s strategic priorities 2024 / 2025 Strategic Priorities Details • Cost efficiency program 1 Business efficiency program • Capital efficiency program • De-leverage balance sheet 2 • Reduce interest expense Strengthen capital structure • Improve free cash flow • Convert customer wins to revenue • Governmental Funding opportunities Leverage enhanced operating model 3 • High-risk vendor displacement • Increase software related revenue contribution • Use free cash flow as primary source 4 De-list Adtran Networks • Ensure at least cross-over investment grade metrics 22 2023 © ADTRAN, INC.


Q3 2023 revenue by segment, category and region Segments Category Region In $m 340.7 340.7 340.7 35.8 272.3 272.3 272.3 88.2 43.8 171.0 94.6 160.8 133.7 304.9 Y-o-Y 61.5 228.6 169.7 118.8 116.2 111.5 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 327.4 327.4 327.4 272.3 44.4 272.3 272.3 102.7 43.8 94.6 195.1 160.8 81.7 283.0 61.5 Q-o-Q 228.6 143.0 132.3 116.2 111.5 Q2 2023 Q3 2023 Q2 2023 Q3 2023 Q2 2023 Q3 2023 Services & Support Access & Aggregation Optical Networking Solutions International Domestic Network Solutions Subscriber Solutions Note: Potential differences may due to rounding. 23 2023 © ADTRAN, INC.


Q3 2023 financial information Revenue ($m) Non-GAAP Gross Margin Non-GAAP OPEX ($m) Non-GAAP Operating Non-GAAP Diluted EPS Margin +220bps +5% -20% 0.11 6.1% 340.7 40.3% 114.9 38.1% 109.0 272.3 -1.9% -0.14 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 Q3 2022 Q3 2023 +170bps -17% -6% 327.4 122.7 0.00 114.9 40.3% 1.1% 38.6% 272.3 -1.9% -0.14 Q2 2023 Q3 2023 Q2 2023 Q3 2023 Q2 2023 Q3 2023 Q2 2023 Q3 2023 Q2 2023 Q3 2023 Note: A reconciliation of each non-GAAP financial measures to the most comparable GAAP measure is included in the appendix of this presentation. 24 2023 © ADTRAN, INC. Quarter-over-quarter Year-over-year


Q3 2023 balance sheet and cash flow Working Capital and Cash Flow metrics Rolling DSO vs. DPO development ​In $m Q2 23 Q3 23 Trade accounts receivables $239.6 $229.3 82 80 77 Inventories $416.8 $374.0* 73 72 71 67 69 Accounts payables $171.7 $148.9 60 59 Net Working Capital $484.6 $454.4 DSO DPO Operating Cash Flow $(16.2)​ $6.8​ Cash $124.3 $116.1 Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Note: Potential differences may due to rounding. * Q3 Inventory includes approx. $21m inventory write-off. Operating Cash Flow turned to the positive 25 2023 © ADTRAN, INC.


Business Efficiency Program 2024 • 15% sequential reduction in non-GAAP operating expenses projected for Q4 2023 • Targeting positive non-GAAP operating Cost Efficiency Program margin for Q2 2024 • Expect $90m reduction of non-GAAP operating expenditures in 2024 as compared to 2023 • Suspend dividend Capital Efficiency Program • Up to $150m proceeds from site consolidation Decisive steps to lower cost, improve cash flow and de-lever balance sheet 26 2023 © ADTRAN, INC.


Guidance for Q4 2023 Revenue Non-GAAP Operating Margin $210m – $240m -7% – 0% 27 27 27 2023 © ADTRAN, INC.


Target financial model 2025 Non-GAAP Non-GAAP Non-GAAP Non-GAAP Operating Gross Leverage Gross Margins R&D as % of revenue SG&A as % of revenue Margin 42% - 43% 16% - 17% 14% - 15% Low teens < 1.5x Strict execution of business efficiency program to achieve target financial model 28 28 28 2023 © ADTRAN, INC.


Appendix 29


Financial calendar 07 Nov, 2023 14 Nov, 2023 27-28 Nov, 2023 15-16 Jan, 2024 Third Quarter 2023 Earnings Needham virtual Equity forum fall ODDO BHF Forum, virtual Call, conference call conference, virtual conference, Frankfurt / Germany 30 2023 © ADTRAN, INC.


Adtran stock information Shareholder Structure as of May 09, 2023 YTD stock price development 25.00 7,000,000 Blackrock 6,000,000 14.5% 20.00 5,000,000 Vanguard 15.00 4,000,000 11.5% 3,000,000 10.00 7.8% 2,000,000 Egora 66.2% 5.00 Free Float 1,000,000 0.00 0 31 2023 © ADTRAN, INC.


Explanation of Use of Non-GAAP Financial Measures Set forth in the following tables are reconciliations of gross profit, gross margin, operating expenses, operating loss, other (expense) income, 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 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 (loss) income, non-GAAP other (expense) income, non-GAAP net (loss) income inclusive of the non-controlling interest, non-GAAP net (loss) income attributable to the Company, non-GAAP net (loss) income attributable to the non-controlling interest, and non-GAAP (loss) earnings 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 and goodwill 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. The information contained in this presentation is solely based on unaudited condensed consolidated 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. Furthermore, non-GAAP operating margin (which is calculated as non-GAAP operating (loss) income divided by revenue), non-GAAP operating expense, non-GAAP gross margin, non-GAAP R&D (which is calculated as GAAP R&D operating expenses less acquisition related expenses, amortization and adjustments (consisting of intangible amortization of developed technology and trade names acquired in connection with business combinations), stock-based compensation expense, integration expenses, and restructuring expenses), and non-GAAP SG&A (which is calculated as GAAP SG&A operating expenses less acquisition related amortization of customer relationships acquired in connection with business combinations, stock-based compensation expense, non-cash deferred compensation adjustments, integration expenses, and restructuring expenses) are non-GAAP financial measures. The Company has provided forward-looking guidance with respect to such non-GAAP measures. These measures exclude from the corresponding GAAP financial measures the effect of adjustments as described above. 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, these non-GAAP financial measures exclude certain items, including continued restructuring and integration expenses that will continue to evolve as our business efficiency program is implemented and, therefore, 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. 32 2023 © ADTRAN, INC.


Reconciliation of Gross Profit and Gross Margin to Non-GAAP Gross Profit and Non-GAAP Gross Margin Three Months Ended Nine Months Ended September September September September 30, June 30, 30, 30, 30, 2023 2023 2022 2023 2022 Total Revenue $ 272,331 $ 327,378 $ 340,709 $ 923,621 $ 667,265 Cost of Revenue $ 198,094 $ 234,825 $ 237,682 $ 669,023 $ 447,416 Acquisition-related expenses, (1) amortization and adjustments (13,537 ) (33,439) (25,530) (79,554 ) (25,530) Stock-based compensation expense (279 ) (335) (1,269 ) (854 ) (1,590) Pension adjustments — — (59 ) — (59) (2) Restructuring expenses (21,630 ) — — (21,706 ) — (3) Integration expenses (154) — — (154 ) — Non-GAAP Cost of Revenue $ 162,494 $ 201,051 $ 210,824 $ 566,755 $ 420,237 Gross Profit $ 74,237 $ 92,553 $ 103,027 $ 254,598 $ 219,849 Non-GAAP Gross Profit $ 109,837 $ 126,327 $ 129,885 $ 356,866 $ 247,028 Gross Margin 27.3% 28.3% 30.2 % 27.6% 32.9% Non-GAAP Gross Margin 40.3% 38.6% 38.1 % 38.6% 37.0% (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 charges totaling approximately $21 million incurred as a result of the exit from certain product lines in connection with the restructuring program. The restructuring program commenced upon the closing of the business combination with Adtran Networks and is expected to be completed in late 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 of which $73.4 thousand is stock compensation expense for the program. 33 2023 © ADTRAN, INC.


Reconciliation of Operating Expenses to Non-GAAP Operating Expenses Three Months Ended Nine Months Ended September September September September 30, June 30, 30, 30, 30, 2023 2023 2022 2023 2022 Operating Expenses $ 125,659 $ 137,181 $ 134,076 $ 400,380 $ 242,833 Acquisition-related expenses, (1) (6) (10) (13) amortization and adjustments (4,534) (4,398 ) (14,780) (13,516 ) (19,233 Stock-based compensation (2) (7) (11) (14) expense (3,251 ) (3,974 ) (10,862 ) (10,683 ) (14,322 (3) (8) (15) Restructuring expenses (3,243) (5,868 ) — (11,472 ) (2 (4) (9) (16) Integration expenses (1,485 ) (563 ) — (2,897 ) — (12) Pension adjustments — — (185 ) — (185 Deferred compensation (5) adjustments 1,801 307 740 1,714 7,173 Non-GAAP Operating Expenses $ 114,947 $ 122,685 $ 108,989 $ 363,526 $ 216,264 (1) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $4.0 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. (2) $2.4 million is included in selling, general and administrative expenses and $0.8 million is included in research and development expenses on the condensed consolidated statements of loss. (3) $3.4 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. (4) $1.4 million is included in selling, general and administrative expenses and $0.1 million is included in research and development expenses on the condensed consolidated statements of loss. Includes fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPLTA. Additionally, 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 of which $0.5 million is stock compensation expense for the program. (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 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. (7) $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. (8) $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. (9) $0.6 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPLTA. (10) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $14.3 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. (11) $9.2 million is included in selling, general and administrative expenses and $1.7 million is included in research and development expenses on the condensed consolidated statements of loss. (12) $0.1 million is included in selling, general and administrative expenses and $0.1 million is included in research and development expenses on the condensed consolidated statements of loss. Includes amortization of actuarial losses related to the Company's pension plan for employees in certain foreign countries. (13) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $12.0 million is included in selling, general and administrative expenses and $1.5 million is included in research and development expenses on the condensed consolidated statements of loss. (14) $7.6 million is included in selling, general and administrative expenses and $3.1 million is included in research and development expenses on the condensed consolidated statements of loss. (15) $7.0 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. (16) $2.8 million is included in selling, general and administrative expenses and $0.1 million is included in research and development expenses on the condensed consolidated statements of loss. Includes fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPLTA. Additionally, 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 of which $0.5 million is stock compensation expense for the program. (17) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $17.7 million is included in selling, general and administrative expenses and $1.5 million is included in research and development expenses on the condensed consolidated statements of loss. (18) $11.4 million is included in selling, general and administrative expenses and $2.9 million is included in research and development expenses on the condensed consolidated statements of loss. 34 2023 © ADTRAN, INC.


Reconciliation of Operating Loss to Non-GAAP Operating (Loss) Income Three Months Ended Nine Months Ended September September September September 30, June 30, 30, 30, 30, 2023 2023 2022 2023 2022 Operating Loss $ (89,296 ) $ (44,628 ) $ (48,018) $ (183,656) $ (39,953) Acquisition related expenses, (1) amortization and adjustments 18,070 37,837 40,310 93,069 44,763 (2) Asset impairments — — 16,969 — 16,969 Stock-based compensation expense 3,530 4,309 12,131 11,537 15,912 Pension adjustments — — 244 — 244 (3) Restructuring expenses 24,873 5,868 — 33,178 2 (4) Integration expenses 1,639 563 — 3,051 — (5) Deferred compensation adjustments (1,801 ) (307) (740 ) (1,714 ) (7,173) (6) Goodwill impairment 37,874 — — 37,874 — Non-GAAP Operating (Loss) Income $ (5,111 ) $ 3,642 $ 20,896 $ (6,661) $ 30,764 (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 impairment charges related to the abandonment of certain information technology projects due to the business combination. (3) 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 charges totaling approximately $21M incurred as a result of the exit from certain product lines in connection with the restructuring program. The restructuring program commenced upon the closing of the business combination with Adtran Networks and is expected to be completed in late 2024. (4) Includes fees relating to the expansion of internal controls at Adtran Networks and the implementation of the DPTLA. Additionally, 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. (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 non-cash goodwill impairment charge related to our Services and Support reporting unit. The impairment primarily resulted from a decrease in projected revenue growth rates and EBITDA margins. 35 2023 © ADTRAN, INC.


Reconciliation of Other (Expense) Income to Non-GAAP Other (Expense) Income Three Months Ended Nine Months Ended September June 30, September September September 30, 2023 2023 30, 2022 30, 2023 30, 2022 Interest and dividend income $ 521 $ 358 $ 347 $ 1,183 $ 768 Interest expense (4,507 ) (4,064 ) (1,303 ) (11,858 ) (1,427 Net investment (loss) gain (1,443 ) 1,262 (2,691 ) 1,071 (10,752 Other income, net 2,523 2,494 2,494 4,714 2,949 Total Other (Expense) Income $ (2,906) $ 50 $ (1,153 ) $ (4,890 ) $ (8,462 (1) Deferred compensation adjustments 1,117 (1,254 ) 1,124 (1,387 ) 6,561 (2) Pension expense 7 6 81 20 255 Non-GAAP Other (Expense) Income $ (1,782) $ (1,198 ) $ 52 $ (6,257 ) $ (1,646 (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. 36 2023 © ADTRAN, INC.


Further reconciliations related to net income, net loss, earnings per share, loss per share Three Months Ended Nine Months Ended (1) Represents the non-controlling interest portion of the Company's ownership of Adtran Networks pre-DPLTA and the annual recurring compensation earned by September 30, June 30, September 30, September 30, September 30, redeemable non-controlling interests and accrued by the Company post-DPLTA. 2023 2023 2022 2023 2022 Net Loss attributable to ADTRAN Holdings, Inc. $ (72,735) $ (33,334 ) $ (41,934) $ (140,533 ) $ (40,918 ) (2) Includes non-cash change in fair value of equity investments held in deferred compensation plans offered to certain employees. (1) Plus: Net Loss attributable to non-controlling interest (2,914) (2,881 ) (2,925) (11,784) (2,925 ) (3) Includes amortization of actuarial losses related to the Company's pension plan for employees in certain foreign countries. Net Loss inclusive of non-controlling interest $ (75,649 ) $ (36,215 ) $ (44,859) $ (152,317) $ (43,843 ) Acquisition related expenses, amortization and adjustments 18,070 37,837 40,310 93,069 44,763 Asset impairments — — 16,969 — 16,969 Stock-based compensation expense 3,530 4,309 12,131 11,537 15,912 Valuation allowance — (185) 3,182 (185 ) 15,550 (2) Deferred compensation adjustments (684 ) (1,561) 383 (3,101) (612) (3) Pension adjustments 7 6 325 20 499 Restructuring expenses 24,873 5,868 — 33,178 2 Integration expenses 1,639 563 — 3,051 — Goodwill impairment 37,874 - — 37,874 — Tax effect of adjustments to net loss (23,366) (13,426) (16,245) (49,099) (17,430) Non-GAAP Net (Loss) Income inclusive of non-controlling interest $ (13,706) $ (2,804) $ 12,196 $ (25,973) $ 31,810 Less: Non-GAAP Net Loss (Income) attributable to non- (1) controlling interest (2,914 ) (2,881) 4,486 (10,255 ) 4,486 Non-GAAP Net (Loss) Income attributable to ADTRAN Holdings, Inc. $ (10,792) $ 77 $ 7,710 $ (15,718 ) $ 27,324 (1) GAAP Net Loss attributable to non-controlling interest $ (2,914) $ (2,881) $ (2,925) $ (11,784 ) $ (2,925 ) Acquisition related expenses, amortization and adjustments — — 7,120 1,457 7,120 Restructuring expenses — — — 29 — Integration expenses — — — 6 — Stock-based compensation expense — — 231 37 231 Pension adjustments — — 60 — 60 Non-GAAP Net Loss (Income) attributable to non-controlling (1) interest $ (2,914) $ (2,881 ) $ 4,486 $ (10,255 ) $ 4,486 Weighted average shares outstanding – basic 78,389 78,366 73,036 78,378 57,175 Weighted average shares outstanding – diluted 78,389 78,366 73,036 78,378 57,175 Loss per common share attributable to ADTRAN Holdings, Inc. – basic $ (0.93 ) $ (0.43 ) $ (0.57) $ (1.79 ) $ (0.72) Loss per common share attributable to ADTRAN Holdings, Inc. – diluted $ (0.93) $ (0.43) $ (0.57) $ (1.79 ) $ (0.72) Non-GAAP (Loss) Earnings per common share attributable to ADTRAN – basic $ (0.14) $ 0.00 $ 0.11 $ (0.20) $ 0.48 Non-GAAP (Loss) Earnings per common share attributable to ADTRAN – diluted $ (0.14 ) $ 0.00 $ 0.11 $ (0.20) $ 0.48 37 2023 © ADTRAN, INC.


Thank you

EX-99.3 4 d578796dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

Ad-hoc notification pursuant to Article 17 of Regulation (EU) No. 596/2014

ADTRAN Holdings, Inc.: ADTRAN announces deviation from Q4 2023 consensus and the suspension of dividend payments

Huntsville, Alabama (United States of America). November 6, 2023 (CT)

Based on the current business development, ADTRAN Holdings, Inc. (“ADTRAN Holdings” or the “Company”) (NASDAQ: ADTN; FSE: QH9) concluded today that the Company’s guidance range for the fourth quarter 2023 deviates from analyst consensus as follows:

 

   

The guidance range for GAAP revenue for the fourth quarter of 2023 is $210 million to $240 million, thus between 27.03% and 16.61% below analyst consensus ($287.8 million).

 

   

The guidance range for non-GAAP operating margin for the fourth quarter of 2023 is between negative 7% and 0%, thus 6.1 percentage points below to 0.9 percentage points above analyst consensus (-0.9%).

Due to the uncertainty around the current macro-economic environment, customer inventory levels, and their impact on customer spending levels, the Company has decided today to suspend the ADTRAN Holdings dividend as part of the capital efficiency program, and is implementing a comprehensive cost efficiency program to address these challenges.

Non-GAAP operating margin (which is calculated as non-GAAP operating (loss) income divided by revenue) is a non-GAAP financial measure. The Company has provided fourth quarter earnings guidance with regard to non-GAAP operating margin. This measure excludes 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, and asset and goodwill impairments. 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, these non-GAAP financial measures exclude certain items, including continued restructuring and integration expenses that will continue to evolve as the business efficiency program is implemented and, therefore, 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.

 

 

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this ad hoc notification which are not historical facts, such as those relating to expectations regarding earnings, expenses and margin; ADTRAN Holdings’ ability to reduce expenses in the coming year and the amount thereof through its implementation of the business efficiency program; and ADTRAN Holdings’ strategy, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein.


All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are necessarily estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which have caused and may in the future cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties 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) risks and uncertainties relating to the recent restatement of our previously issued consolidated financial statements and ongoing material weakness in our internal control over financial reporting; (iv) risks and uncertainties relating to ADTRAN Holdings’ ability to reduce expenditures and the impact of such reductions on its financial results and financial condition; (v) 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; (vi) the risk posed by potential breaches of information systems and cyber-attacks; (vii) the risk that ADTRAN Holdings may not be able to effectively compete, including through product improvements and development; and (viii) 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 amended, as well as its Form 10-Q for the quarter ended June 30, 2023.

Published by

Adtran Holdings, Inc.

www.adtran.com

For media

Gareth Spence

+44 1904 699 358

public.relations@adtran.com

Notifying person and contact for investors

Steven Williams

+49 89 890 665 918

investor.relations@adtran.com