ADTRAN Holdings, Inc. reports second quarter 2024 financial results

ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced its unaudited financial results for the second quarter of 2024.

Revenue: $226.0 million
Gross margin:
- GAAP gross margin: 36.1%; Non-GAAP gross margin: 41.9%
Operating margin:
- GAAP operating margin negative 17.0%; Non-GAAP operating margin positive 0.7%
Net Income (Loss):
- GAAP net loss attributable to the Company: $49.9 million; Non-GAAP net loss attributable to the Company: $18.8 million
Earnings (Loss) per share:
- GAAP diluted loss per share attributable to the Company: $0.63; Non-GAAP diluted loss per share attributable to the Company: $0.24.

ADTRAN Holdings’ Chairman and Chief Executive Officer Tom Stanton stated, "We had a solid second quarter, during which we saw improvements across all our major operating metrics, including profitability and working capital. During the quarter, we saw growth in our customer base across the U.S. and Europe as customers continue to adopt our latest fiber networking solutions”.

For the third quarter of 2024, the Company expects revenue in a range of $215million to $235million. Non-GAAP operating margin is expected in a range of -1% to +3%.

Furthermore, non-GAAP operating margin (which is calculated as non-GAAP operating loss divided by revenue) is a non-GAAP financial measure. The Company has provided third quarter guidance with regard to non-GAAP operating margin. This measure excludes from the corresponding GAAP financial measure the effect of adjustments as described below. The Company has not provided a reconciliation of such non-GAAP guidance to guidance presented on a GAAP basis because it cannot predict and quantify without unreasonable effort all of the adjustments that may occur during the period due to the difficulty of predicting the timing and amounts of various items within a reasonable range. In particular, non-GAAP operating margin excludes certain items, including continued restructuring and integration expenses that will continue to evolve as our business efficiency program is implemented, that the Company is unable to quantitatively predict. Depending on the materiality of these items, they could have a significant impact on the Company's GAAP financial results.

The Company will hold a conference call to discuss its second quarter results on Tuesday, August 06, 2024, at 9:30 a.m. Central Time, or 4:30 p.m. Central European Summer Time. The Company will webcast this conference call. To listen, simply visit our Investor Relations site at investors.adtran.com approximately 10 minutes prior to the start of the call, click on the event “ADTRAN Holdings Releases 2nd Quarter 2024 Financial Results and Earnings Call”, and click on the webcast link.

An online replay of the Company’s conference call, as well as the transcript of the Company's conference call, will be available on the Investor Relations site approximately 24 hours following the call and will remain available for at least 12 months. For more information, visit investors.adtran.com or email investor.relations@adtran.com.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this press release which are not historical facts, such as those relating to expectations regarding future revenues; ADTRAN Holdings ability to reduce its inventory levels; ADTRAN Holdings’ potential funding opportunities; and ADTRAN Holdings’ strategy and outlook, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are necessarily estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which have caused and may in the future cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties relating to ADTRAN Holdings’ ability to continue to reduce expenditures and the impact of such reductions on its financial results and financial condition; (ii) the risk of fluctuations in revenue due to lengthy sales and approval processes required by major and other service providers for new products, as well as ongoing tighter inventory management of ADTRAN Holdings’ customers ; (iii) risks and uncertainties relating to ongoing material weaknesses in our internal control over financial reporting; (iv) our ability to comply with the covenants set forth in our credit facility; (v) risks posed by potential breaches of information systems and cyber-attacks; (vi) the risk that ADTRAN Holdings may not be able to effectively compete, including through product improvements and development; and (vii) other risks set forth in ADTRAN Holdings’ public filings made with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2023, its Quarterly Report on Form 10-Q for the first quarter ended March 31, 2024, and risks to be disclosed in its Form 10-Q for the quarterly period ended March 31, 2024.

Explanation of Use of Non-GAAP Financial Measures

Set forth in the tables below are reconciliations of gross profit, gross margin, operating expenses, operating loss, other (expense) income, net loss inclusive of the non-controlling interest, net loss attributable to the Company, net income attributable to the non-controlling interest, and loss per share - basic and diluted, attributable to the Company, and net cash provided by (used in) operating activities, in each case as reported based on generally accepted accounting principles in the United States (“GAAP”), to non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP other expense, non-GAAP net loss inclusive of the non-controlling interest, non-GAAP net loss attributable to the Company, non-GAAP net income attributable to the non-controlling interest, non-GAAP loss per share - basic and diluted, attributable to the Company, respectively, and non-GAAP free cash flow. 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 as well as legal and advisory fees related to a potential significant transaction), stock-based compensation expense, amortization of pension actuarial losses, deferred compensation adjustments, integration expenses, restructuring expenses, goodwill impairments, the tax effect of these adjustments to net loss and purchases of property, plant and equipment. These measures are used by management in our ongoing planning and annual budgeting processes. Additionally, we believe the presentation of these non-GAAP measures when combined with the presentation of the most directly comparable GAAP financial measure, is beneficial to the overall understanding of ongoing operating performance of the Company.

These non-GAAP financial measures are not prepared in accordance with, or an alternative for, GAAP and therefore should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Additionally, our calculation of non-GAAP measures may not be comparable to similar measures calculated by other companies.

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

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

June 30,

December 31,

2024

2023

Assets

Current Assets

Cash and cash equivalents

111,185

87,167

Accounts receivable, net

186,176

216,445

Other receivables

11,436

17,450

Income tax receivable

13,050

7,933

Inventory, net

287,860

362,295

Prepaid expenses and other current assets

58,612

45,566

Total Current Assets

668,319

736,856

Property, plant and equipment, net

134,578

123,020

Deferred tax assets

24,931

25,787

Goodwill

54,897

353,415

Intangibles, net

290,793

327,985

Other non-current assets

87,105

87,706

Long-term investments

30,159

27,743

Total Assets

1,290,782

1,682,512

Liabilities, Redeemable Non-Controlling Interest and Equity

Current Liabilities

Accounts payable

158,550

162,922

Unearned revenue

55,107

46,731

Accrued expenses and other liabilities

36,307

37,607

Accrued wages and benefits

37,520

27,030

Income tax payable, net

2,228

5,221

Total Current Liabilities

289,712

279,511

Non-current revolving credit agreement outstanding

190,273

195,000

Deferred tax liabilities

21,077

35,655

Non-current unearned revenue

26,584

25,109

Non-current pension liability

11,505

12,543

Deferred compensation liability

30,601

29,039

Non-current lease obligations

26,613

31,420

Other non-current liabilities

34,445

28,657

Total Liabilities

630,810

636,934

Redeemable Non-Controlling Interest

439,743

451,756

Equity

Common stock

791

790

Additional paid-in capital

802,737

795,304

Accumulated other comprehensive income

28,274

47,461

Retained deficit

(606,375

)

(243,908)

Treasury stock

(5,198

)

(5,825)

Total Equity

220,229

593,822

Total Liabilities, Redeemable Non-Controlling Interest and Equity

1,290,782

1,682,512

Condensed Consolidated Statements of Loss

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended

Six Months Ended

June 30,

2024

2023

2024

2023

Revenue

Network Solutions

179,194

283,002

360,467

565,420

Services & Support

46,797

44,376

91,697

85,870

Total Revenue

225,991

327,378

452,164

651,290

Cost of Revenue

Network Solutions

124,457

216,960

250,783

436,090

Network Solutions - inventory write-down and other charges

143

—

8,925

—

Services & Support

19,816

17,865

38,626

34,839

Total Cost of Revenue

144,416

234,825

298,334

470,929

Gross Profit

81,575

92,553

153,830

180,361

Selling, general and administrative expenses

59,493

66,583

118,593

133,980

Research and development expenses

60,388

70,598

120,639

140,741

Goodwill impairment

—

292,583

—

Operating Loss

(38,306

)

(44,628

)

(377,985

)

(94,360

)

Interest and dividend income

366

358

763

662

Interest expense

(6,906

)

(4,064

)

(11,504

)

(7,351

)

Net investment gain

872

1,262

3,125

2,514

Other (expense) income, net

(901

)

2,494

409

2,191

Loss Before Income Taxes

(44,875

)

(44,578

)

(385,192

)

(96,344

)

Income tax (expense) benefit

(2,136

)

8,363

16,511

19,676

Net Loss

(47,011

)

(36,215

)

(368,681

)

(76,668

)

Less: Net Income attributable to non-controlling interest

2,854

2,882

5,734

2,512

Net Loss attributable to ADTRAN Holdings, Inc.

(49,865

)

(39,097

)

(374,415

)

(79,180

)

Weighted average shares outstanding – basic

78,852

78,366

78,803

78,364

Weighted average shares outstanding – diluted

78,852

78,366

78,803

78,364

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

(0.63

)

(0.50

)

(4.75

)

(1.01

)

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

(0.63

)

(0.50

)

(4.75

)

(1.01

)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

Six Months Ended

June 30,

2024

2023

Cash flows from operating activities:

Net loss

(368,681

)

(76,668

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

45,156

67,467

Goodwill impairment

292,583

—

Amortization of debt issuance cost

1,013

291

Gain on investments, net

(2,867

)

(4,530

)

Net loss on disposal of property, plant and equipment

185

—

Stock-based compensation expense

7,793

8,103

Deferred income taxes

(13,684

)

(31,962

)

Other, net

(126

)

130

Inventory write down - business efficiency program

4,135

—

Inventory reserves

3,722

20,885

Changes in operating assets and liabilities:

Accounts receivable, net

26,913

40,975

Other receivables

6,279

561

Income taxes receivable, net

(5,653

)

—

Inventory

62,151

(6,920

)

Prepaid expenses, other current assets and other assets

(14,731

)

7,105

Accounts payable

(3,966

)

(67,923

)

Accrued expenses and other liabilities

19,152

110

Income taxes payable, net

(2,878

)

6,216

Net cash provided by (used in) operating activities

56,496

(36,160

)

Cash flows from investing activities:

Purchases of property, plant and equipment

(29,369

)

(20,118

)

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

956

2,074

Purchases of available-for-sale investments

(121

)

(580

)

Proceeds from beneficial interests in securitized accounts receivable

—

1,156

Net cash used in investing activities

(28,534

)

(17,468

)

Cash flows from financing activities:

Tax withholdings related to stock-based compensation settlements

(189

)

(6,315

)

Proceeds from stock option exercises

219

163

Dividend payments

—

(14,156

)

Proceeds from receivables purchase agreement

68,556

—

Repayments on receivables purchase agreement

(66,399

)

—

Proceeds from draw on revolving credit agreements

—

163,729

Repayment of revolving credit agreements

(5,000

)

(49,155

)

Payment of redemption of redeemable non-controlling interest

(25

)

(1,202

)

Payment of debt issuance cost

(1,994

)

—

Repayment of notes payable

—

(24,885

)

Net cash (used in) provided by financing activities

(4,832

)

68,179

Net increase in cash and cash equivalents

23,130

14,551

Effect of exchange rate changes

888

1,099

Cash and cash equivalents, beginning of period

87,167

108,644

Cash and cash equivalents, end of period

111,185

124,294

Supplemental disclosure of cash financing activities:

Cash paid for interest

6,554

4,719

Cash paid for income taxes

7,433

—

Cash used in operating activities related to operating leases

4,780

5,082

Supplemental disclosure of non-cash investing activities:

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

1,999

515

Purchases of property, plant and equipment included in accounts payable

1,059

2,662

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, 2024

March 31, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Total Revenue

225,991

226,173

327,378

452,164

651,290

Cost of Revenue

144,416

153,918

234,825

298,334

470,929

Acquisition-related expenses, amortizations and adjustments(1)

(10,064

)

(10,177

)

(33,439

)

(20,241

)

(66,017

)

Stock-based compensation expense

(280

)

(275

)

(335

)

(555

)

(575

)

Restructuring expenses(2)

(2,788

)

(11,247

)

—

(14,035

)

(76

)

Integration expenses(3)

(35

)

(35

)

—

(70

)

—

Non-GAAP Cost of Revenue

131,249

132,184

201,051

263,433

404,261

Gross Profit

81,575

72,255

92,553

153,830

180,361

Non-GAAP Gross Profit

94,742

93,989

126,327

188,731

247,029

Gross Margin

36.1

31.9

28.3

34.0

27.7

Non-GAAP Gross Margin

41.9

41.6

38.6

41.7

37.9

(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 SE. These expenses include inventory write down and other charges of $8.9 million for the six months ended June 30, 2024, incurred as a result of a strategy shift which included discontinuance of certain product lines in connection with the Business Efficiency Program. The restructuring program commenced upon the closing of the business combination with Adtran Networks SE and is expected to be substantially completed in late 2024. Additionally, as part of the Business Efficiency Program, management determined to close a facility in Greifswald, Germany. These expenses include restructuring wage charges of $2.3 million for the three and six months ended June 30, 2024, respectively. The closure of the facility is expected to be completed by December 31, 2024.

(3) Includes expenses related to the Company's one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE. Includes fees incurred for the expansion of internal controls at Adtran Networks SE and the implementation of the DPTLA.

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,

2024

2023

2024

2023

Operating Expenses

119,881

411,934

137,181

531,815

274,721

Acquisition-related expenses, amortizations and adjustments

(7,233

)

(1)

(4,881

)

(6)

(4,398

)

(11)

(12,114

)

(15)

(8,982

)

(19)

Stock-based compensation expense

(3,321

)

(2)

(3,447

)

(7)

(3,974

)

(12)

(6,768

)

(16)

(7,432

)

(20)

Restructuring expenses

(14,742

)

(3)

(5,862

)

(8)

(5,868

)

(13)

(20,604

)

(17)

(8,229

)

(21)

Integration expenses

(531

)

(4)

(480

)

(9)

(563

)

(14)

(1,011

)

(18)

(1,412

)

(22)

Deferred compensation adjustments(5)

(848

)

(1,940

)

307

(2,788

)

(87

)

Goodwill impairment

—

(292,583

)

(10)

—

(292,583

)

(10)

—

Non-GAAP Operating Expenses

93,206

102,741

122,685

195,947

248,579

(1) Includes $3.9M of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations and $2.8 million of legal and advisory fees related to a potential strategic transaction which are both 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 $0.9 million is included in research and development expenses on the condensed consolidated statements of loss.

(3) $3.5 million is included in selling, general and administrative expenses and $11.3 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses of $13.5 million of wage related and other charges due to the Greifswald facility closure of which $2.6 million is included in selling, general and administrative and $10.9 million is included in research and development expenses on the condensed consolidated statements of loss.

(4) $0.5 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss, and is primarily related to the Company's one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

(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 $4.4 million is included in selling, general and administrative expenses and $0.5 million is included in research and development expenses on the condensed consolidated statements of loss.

(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.

(8) $1.8 million is included in selling, general and administrative expenses and $4.1 million is included in research and development expenses on the condensed consolidated statements of loss.

(9) $0.5 million is included in selling, general and administrative expenses and $0.02 million is included in research and development expenses on the condensed consolidated statements of loss, and is primarily related to the Company's one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

(10) Non-cash impairment of goodwill in our Network Solutions reporting unit, necessitated by factors such as a decrease in the Company's market capitalization, cautious service provider spending due to economic uncertainty and continued elevated customer inventory adjustments.

(11) 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.

(12) $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.

(13) $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.

(14) $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 SE and the implementation of the DPLTA.

(15) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $11.2 million is included in selling, general and administrative expenses and $0.9 million is included in research and development expenses on the condensed consolidated statements of loss.

(16) $4.9 million is included in selling, general and administrative expenses and $1.9 million is included in research and development expenses on the condensed consolidated statements of loss.

(17) $5.3 million is included in selling, general and administrative expenses and $15.3 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses of $13.5 million of wage related and other charges due to the Greifswald facility closure of which $2.6 million is included in selling, general and administrative and $10.9 million is included in research and development expenses on the condensed consolidated statements of loss.

(18) $1.0 million is included in selling, general and administrative expenses and less than $0.1 million is included in research and development expenses on the condensed consolidated statements of loss, and is primarily related to the Company's one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks SE.

(19) 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.

(20) $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.

(21) $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.

(22) $1.4 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 SE and the implementation of the DPLTA.

Supplemental Information

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

(Unaudited)

(In thousands)

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

June 30

2024

2023

2024

2023

Operating Loss

(38,306

)

(339,679

)

(44,628

)

(377,985

)

(94,360

)

Acquisition related expenses, amortizations and adjustments(1)

17,297

15,058

37,837

32,355

74,999

Stock-based compensation expense

3,601

3,722

4,309

7,323

8,007

Restructuring expenses(2)

17,530

17,110

5,868

34,640

8,305

Integration expenses(3)

566

514

563

1,080

1,412

Deferred compensation adjustments(4)

848

1,940

(307

)

2,788

Goodwill impairment(5)

—

292,583

—

292,583

—

Non-GAAP Operating Income (Loss)

1,536

(8,752

)

3,642

(7,216

)

(1,550

)

(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 SE. These expenses include inventory write down and other charges incurred as a result of a strategic shift in certain product lines in connection with the restructuring program. Additionally, includes expenses related to the closure of the Greifswald facility.

(3) Includes expenses related to the Company's one-time integration bonus program in connection with synergy targets as a results of the business combination with Adtran Networks SE. Includes fees incurred for the expansion of internal controls at Adtran Networks SE and the implementation of the DPTLA.

(4) Includes non-cash change in fair value of equity investments held in the ADTRAN Holdings, Inc. Deferred Compensation Program for Employees, all of which is included in selling, general and administrative expenses on the condensed consolidated statement of loss.

(5) Non-cash impairment of goodwill in our Network Solutions reporting unit, necessitated by factors such as a decrease in the Company’s market capitalization, cautious service provider spending due to economic uncertainty and continued customer inventory adjustments.

Supplemental Information

Reconciliation of Other Expense to Non-GAAP Other Expense

(Unaudited)

(In thousands)

Three Months Ended

Six Months Ended

June 30, 2024

March 31, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Interest and dividend income

366

397

358

763

662

Interest expense

(6,906

)

(4,598

)

(4,064

)

(11,504

)

(7,351

)

Net investment gain

872

2,253

1,262

3,125

2,514

Other (expense) income, net

(901

)

1,310

2,494

409

2,191

Total Other (Expense) Income

(6,569

)

(638

)

(7,207

)

(1,984

)

Deferred compensation adjustments (1)

(896

)

(2,439

)

(1,254

)

(3,335

)

(2,504

)

Pension expense (2)

Non-GAAP Other Expense

(7,458

)

(3,070

)

(1,198

)

(10,528

)

(4,475

)

(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 Income attributable to Non-Controlling Interest to

Non-GAAP Net 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 attributable to ADTRAN Holdings, Inc. and

Non-GAAP 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, 2024

March 31, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Net Loss attributable to ADTRAN Holdings, Inc.

(49,865

)

(324,550

)

(39,097

)

(374,415

)

(79,180

)

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

2,854

2,880

2,882

5,734

2,512

Net Loss inclusive of non-controlling interest

(47,011

)

(321,670

)

(36,215

)

(368,681

)

(76,668

)

Acquisition related expenses, amortizations and adjustments

17,297

15,058

37,837

32,355

74,999

Stock-based compensation expense

3,601

3,722

4,309

7,323

8,007

Deferred compensation adjustments (2)

(48

)

(499

)

(1,561

)

(547

)

(2,417

)

Pension adjustments (3)

Restructuring expenses

17,530

17,110

5,868

34,640

8,305

Integration expenses

566

514

563

1,080

1,412

Goodwill impairment

—

292,583

—

292,583

—

Tax effect of adjustments to net loss

(7,880

)

(5,614

)

(13,426

)

(13,494

)

(25,733

)

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

(15,938

)

1,211

(2,619

)

(14,727

)

(12,082

)

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

2,854

2,880

2,882

5,734

4,041

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

(18,792

)

(1,669

)

(5,501

)

(20,461

)

(16,123

)

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

2,854

2,880

2,882

5,734

2,512

Acquisition related expenses, amortizations and adjustments

—

1,457

Restructuring expenses

—

Integration expenses

—

Stock-based compensation expense

—

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

2,854

2,880

2,882

5,734

4,041

Weighted average shares outstanding – basic

78,852

78,814

78,366

78,803

78,364

Weighted average shares outstanding – diluted

78,852

78,814

78,366

78,803

78,364

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

(0.63

)

(4.12

)

(0.50

)

(4.75

)

(1.01

)

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

(0.63

)

(4.12

)

(0.50

)

(4.75

)

(1.01

)

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

(0.24

)

(0.02

)

(0.07

)

(0.26

)

(0.21

)

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

(0.24

)

(0.02

)

(0.07

)

(0.26

)

(0.21

)

(1) Represents the non-controlling interest portion of the Company's ownership of Adtran Networks SE 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.

Supplemental Information

Reconciliation of Net Cash Provided By (Used In) Operating Activities to Free Cash Flow

(Unaudited)

(In thousands)

Three Months Ended

Six Months Ended

June 30,

March 31,

June 30,

2024