ADTRAN Holdings, Inc. reports third quarter 2025 financial results

ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” “ADTRAN” or the “Company”) today announced its unaudited financial results for the third quarter ended September 30, 2025.

  • Revenue: $279.4 million, higher by 23% year-over-year.
  • Gross margin: GAAP gross margin of 38.3%; non-GAAP gross margin of 42.1%.
  • Operating margin: GAAP operating margin of (1.0)%; non-GAAP operating margin of 5.4%.
  • Net cash provided by operating activities of $12.2 million.
  • GAAP diluted loss per share of $0.12; non-GAAP diluted earnings per share of $0.05.
  • Cash, cash equivalents and restricted cash of $101.2 million.

ADTRAN Holdings Chairman and Chief Executive Officer Tom Stanton stated, “Our third quarter revenue and operating margin were above the midpoint of our expectations, with robust sequential and year-over-year growth. The results reflect disciplined execution, broad-based growth, and continued momentum in a healthy industry environment. We’ve strengthened our capital structure, improved efficiency, and remain focused on key areas of the company.”

Mr. Stanton added, “We look forward to a strong finish to the year. With healthy demand and a portfolio aligned to key technology transitions, we remain focused on driving sustainable growth and maximizing long-term stockholder value.”

Business outlook1

For the fourth quarter of 2025, the Company expects revenue to be within a range of $275.0 million to $285.0 million. Non-GAAP operating margin is expected to be within a range of 3.5% to 7.5%.

1 Non-GAAP operating margin (which is calculated as non-GAAP operating income (loss) divided by revenue) is a non-GAAP financial measure. The Company has provided fourth quarter 2025 guidance with regard to non-GAAP operating margin. This measure excludes from the corresponding GAAP financial measure the effect of adjustments as described below. The Company has not provided a reconciliation of such non-GAAP guidance to guidance presented on a GAAP basis because it cannot predict and quantify without unreasonable effort all of the adjustments that may occur during the period due to the difficulty of predicting the timing and amounts of various items within a reasonable range. In particular, non-GAAP operating margin excludes certain items, such as acquisition related expenses, amortizations and adjustments, stock-based compensation expense, restructuring expenses, integration expenses, deferred compensation adjustments, professional fees and other expenses, and goodwill impairment, that the Company is unable to quantitatively predict. Depending on the materiality of these items, they could have a significant impact on the Company's GAAP financial results.

Conference call

The Company will hold a conference call to discuss its third quarter 2025 results on Tuesday, November 4, 2025, at 9:30 a.m. Central Time (4:30 p.m. Central European Time). The Company will webcast this conference call at the events and presentations section of ADTRAN Holdings, Inc. Investor Relations website at https://events.q4inc.com/attendee/495431650 approximately 10 minutes before the start of the call, or you may dial 1-888-330-2391 (Toll-Free US) or 1-240-789-2702, and use Conference ID 8936454.

An online replay of the Company’s conference call, as well as the transcript of the call, will be available on the Investor Relations site https://investors.adtran.com/shortly 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.

Upcoming conference schedule

November 18, 2025: Craig-Hallum Alpha Select Conference – New York

November 20, 2025: Needham Tech Week Conference – New York

November 24-25, 2025: Deutsches Eigenkapitalforum​ – Frankfurt

December 16, 2025: Northland Capital Conference – Virtual

About Adtran

ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) is the parent company of Adtran, Inc., a leading global provider of open, disaggregated networking and communications solutions that enable voice, data, video and internet communications across any network infrastructure. From the cloud edge to the subscriber edge, Adtran empowers communications service providers around the world to manage and scale services that connect people, places and things. Adtran solutions are used by service providers, private enterprises, government organizations and millions of individual users worldwide. ADTRAN Holdings, Inc. is also the majority shareholder of Adtran Networks SE, formerly ADVA Optical Networking SE (“Adtran Networks”). Find more at Adtran.com, LinkedIn and X.

Cautionary note regarding forward-looking statements

Statements contained in this press release and the accompanying earnings call which are not historical facts, such as those relating to future market conditions, customer demand, 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,” “look forward,” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements concerning the matters described herein. All such projections and other forward-looking information speak only as of the date hereof, and ADTRAN Holdings undertakes no duty to publicly update or revise such forward-looking information, whether as a result of new information, future events, or otherwise, except to the extent as may be required by law. All such forward-looking statements are necessarily estimates and reflect management’s best judgment based upon current information. Actual events or results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors which have caused and may in the future cause actual events or results to differ materially from those estimated by ADTRAN Holdings include, but are not limited to: (i) risks and uncertainties relating to our ability to remain in compliance with the covenants set forth in and satisfy the payment obligations under our credit agreement and convertible notes, to satisfy our payment obligations to Adtran Networks’ minority shareholders under the Domination and Profit and Loss Transfer Agreement between us and Adtran Networks (the “DPLTA”), and to make payments to Adtran Networks in order to absorb its annual net loss pursuant to the DPLTA; (ii) the risk of fluctuations in revenue due to lengthy sales and approval processes required by major and other service providers for new products, as well as shifting customer spending patterns; (iii) risks and uncertainties related to our inventory practices and ability to match customer demand; (iv) risks and uncertainties relating to our level of indebtedness and our ability to generate cash; (v) risks and uncertainties relating to ongoing material weaknesses in our internal control over financial reporting; (vi) risks posed by changes in general economic conditions and monetary, fiscal and trade policies, including tariffs; (vii) risks posed by potential breaches of information systems and cyber-attacks; (viii) the risk that we may not be able to effectively compete, including through product improvements and development; and (ix) other risks set forth in our public filings made with the SEC, including our most recent Annual Report on Form 10-K for the year ended December 31, 2024, as amended, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 to be filed with the SEC.

Explanation of use of non-GAAP financial measures

Set forth in the tables below are reconciliations of gross profit, gross margin, operating expenses, operating loss, operating margin, other expense, net loss inclusive of the non-controlling interest, net loss attributable to the Company, and loss per share - basic and diluted, attributable to the Company, and net cash provided by operating activities, in each case as reported based on generally accepted accounting principles in the United States (“GAAP”), to non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP operating margin, non-GAAP other expense, non-GAAP net income (loss) inclusive of the non-controlling interest, non-GAAP net income (loss) attributable to the Company, non-GAAP net earnings (loss) per share - basic and diluted, attributable to the Company, and free cash flow, respectively. Such non-GAAP measures exclude acquisition-related expenses, amortization and adjustments (consisting of intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations), stock-based compensation expense, restructuring expenses, integration expenses, deferred compensation adjustments, goodwill impairments, professional fees and other expenses, amortization of pension actuarial losses, the tax effect of these adjustments to net loss and purchases of property, plant and equipment, and developed technologies. These measures are used by management in our ongoing planning and annual budgeting processes. Additionally, we believe the presentation of these non-GAAP measures, when combined with the presentation of the most directly comparable GAAP financial measure, is beneficial to the overall understanding of ongoing operating performance of the Company. These non-GAAP financial measures are not prepared in accordance with, or an alternative for, GAAP and therefore should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Additionally, our calculation of non-GAAP measures may not be comparable to similar measures calculated by other companies.

Published by

ADTRAN Holdings, Inc.

www.adtran.com

 

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

 

 

September 30,

 

December 31,

 

2025

 

2024

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

$

93,682

 

 

$

76,021

 

Restricted cash

 

7,547

 

 

 

 

Accounts receivable, net

 

178,621

 

 

 

178,030

 

Other receivables

 

8,709

 

 

 

9,775

 

Inventory, net

 

223,755

 

 

 

261,557

 

Income tax receivable

 

6,478

 

 

 

5,461

 

Prepaid expenses and other current assets

 

72,424

 

 

 

56,395

 

Assets held for sale

 

11,901

 

 

 

11,901

 

Total Current Assets

 

603,117

 

 

 

599,140

 

Property, plant and equipment, net

 

121,465

 

 

 

106,454

 

Goodwill

 

59,919

 

 

 

52,918

 

Intangible assets, net

 

302,281

 

 

 

284,893

 

Deferred tax assets

 

17,826

 

 

 

17,826

 

Other non-current assets

 

69,021

 

 

 

78,128

 

Long-term investments

 

35,279

 

 

 

32,060

 

Total Assets

$

1,208,908

 

 

$

1,171,419

 

 

 

 

 

 

 

Liabilities, Redeemable Non-Controlling Interest and Equity

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

$

188,947

 

 

$

171,825

 

Unearned revenue

 

57,563

 

 

 

52,701

 

Accrued expenses and other liabilities

 

30,544

 

 

 

34,158

 

Accrued wages and benefits

 

29,245

 

 

 

32,853

 

Income tax payable

 

1,453

 

 

 

1,936

 

Total Current Liabilities

 

307,752

 

 

 

293,473

 

Non-current revolving credit agreement

 

25,023

 

 

 

189,576

 

Non-current convertible senior notes, net of debt issuance costs

 

192,859

 

 

 

 

Deferred tax liabilities

 

32,299

 

 

 

30,372

 

Non-current unearned revenue

 

23,196

 

 

 

22,065

 

Non-current pension liability

 

9,725

 

 

 

8,983

 

Deferred compensation liability

 

36,684

 

 

 

33,203

 

Non-current lease obligations

 

25,950

 

 

 

25,925

 

Other non-current liabilities

 

11,749

 

 

 

17,928

 

Total Liabilities

 

665,237

 

 

 

621,525

 

Redeemable Non-Controlling Interest

 

402,088

 

 

 

422,943

 

Equity

 

 

 

 

 

Common stock

 

801

 

 

 

795

 

Additional paid-in capital

 

799,949

 

 

 

808,913

 

Accumulated other comprehensive income

 

74,655

 

 

 

11,254

 

Retained deficit

 

(728,714

)

 

 

(688,813

)

Treasury stock

 

(5,108

)

 

 

(5,198

)

Total Equity

 

141,583

 

 

 

126,951

 

Total Liabilities, Redeemable Non-Controlling Interest and Equity

$

1,208,908

$

1,171,419

 

 

Condensed Consolidated Statements of Loss

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2025

 

2024

 

2025

 

2024

 

 

 

 

(Restated)

 

 

 

(Restated)

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Network Solutions

 

$

232,543

 

 

$

181,488

 

 

$

654,258

 

 

$

541,955

 

Services & Support

 

 

46,892

 

 

 

46,216

 

 

 

137,989

 

 

 

137,913

 

Total Revenue

 

 

279,435

 

 

 

227,704

 

 

 

792,247

 

 

 

679,868

 

Cost of Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Network Solutions

 

 

153,107

 

 

 

128,320

 

 

 

434,669

 

 

 

381,359

 

Network Solutions - charges and inventory write-down

 

 

 

 

 

(328

)

 

 

 

 

 

8,597

 

Services & Support

 

 

19,202

 

 

 

16,678

 

 

 

56,352

 

 

 

55,304

 

Total Cost of Revenue

 

 

172,309

 

 

 

144,670

 

 

 

491,021

 

 

 

445,260

 

Gross Profit

 

 

107,126

 

 

 

83,034

 

 

 

301,226

 

 

 

234,608

 

Selling, general and administrative expenses

 

 

58,234

 

 

 

57,550

 

 

 

168,866

 

 

 

175,905

 

Research and development expenses

 

 

51,680

 

 

 

51,577

 

 

 

152,434

 

 

 

172,144

 

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

297,353

 

Operating Loss

 

 

(2,788

)

 

 

(26,093

)

 

 

(20,074

)

 

 

(410,794

)

Interest and dividend income

 

 

291

 

 

 

664

 

 

 

618

 

 

 

1,427

 

Interest expense

 

 

(5,499

)

 

 

(5,679

)

 

 

(14,824

)

 

 

(17,183

)

Net investment gain

 

 

2,186

 

 

 

1,382

 

 

 

3,575

 

 

 

4,507

 

Other income (expense), net

 

 

(745

)

 

 

(850

)

 

 

(2,437

)

 

 

(441

)

Loss Before Income Taxes

 

 

(6,555

)

 

 

(30,576

)

 

 

(33,142

)

 

 

(422,484

)

Income tax (expense) benefit

 

 

(1,202

)

 

 

(390

)

 

 

(1,821

)

 

 

16,121

 

Net Loss

 

$

(7,757

)

 

$

(30,966

)

 

$

(34,963

)

 

$

(406,363

)

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

 

 

2,505

 

 

 

2,382

 

 

 

7,097

 

 

 

7,417

 

Net Loss attributable to ADTRAN Holdings, Inc.

 

$

(10,262

)

 

$

(33,348

)

 

$

(42,060

)

 

$

(413,780

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – basic

 

 

79,803

 

 

 

78,952

 

 

 

79,696

 

 

 

78,873

 

Weighted average shares outstanding – diluted

 

 

79,803

 

 

 

78,952

 

 

 

79,696

 

 

 

78,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per common share attributable to ADTRAN Holdings, Inc. – basic (2)

 

$

(0.12

)

 

$

(0.38

)

 

$

(0.50

)

 

$

(5.21

)

Loss per common share attributable to ADTRAN Holdings, Inc. – diluted (2)

 

$

(0.12

)

 

$

(0.38

)

 

$

(0.50

)

 

$

(5.21

)

(1) For the three and nine months ended September 30, 2025 we accrued $2.5 million and $7.5 million, respectively, net income attributable to non-controlling interest, representing the recurring cash compensation earned by non-controlling interest shareholders post-DPLTA. For the three and nine months ended September 30, 2024, we accrued $2.4 million and $7.4 million, respectively, representing the recurring cash compensation earned by non-controlling interest shareholders post-DPLTA.

(2) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $0.5 million and a $2.0 million effect of redemption of RNCI for the three and nine months ended September 30, 2025 and a $3.0 million effect of redemption of RNCI for the three and nine months ended September 30, 2024.

 

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

 

September 30,

 

 

2025

 

2024

 

 

 

 

(Restated)

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(34,963

)

 

$

(406,363

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

68,316

 

 

 

67,894

 

Goodwill impairment

 

 

 

 

 

297,353

 

Amortization of revolving credit facility issuance costs

 

 

975

 

 

 

1,013

 

Amortization of convertible notes issuance costs

 

 

45

 

 

 

 

Gain on investments, net

 

 

(3,828

)

 

 

(4,238

)

Net loss on disposal of property, plant and equipment

 

 

38

 

 

 

203

 

Stock-based compensation expense

 

 

8,738

 

 

 

11,482

 

Deferred income taxes

 

 

715

 

 

 

(13,399

)

Other, net

 

 

 

 

 

(267

)

Inventory write down - business efficiency program

 

 

 

 

 

4,135

 

Inventory reserves

 

 

8,754

 

 

 

6,667

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

12,295

 

 

 

59,446

 

Other receivables

 

 

1,769

 

 

 

4,875

 

Income taxes receivable

 

 

(752

)

 

 

(947

)

Inventory

 

 

45,426

 

 

 

73,887

 

Prepaid expenses, other current assets and other assets

 

 

7,162

 

 

 

(22,164

)

Accounts payable

 

 

585

 

 

 

9,697

 

Accrued expenses and other liabilities

 

 

(26,589

)

 

 

15,034

 

Income taxes payable

 

 

(1,157

)

 

 

(3,175

)

Net cash provided by operating activities

 

 

87,529

 

 

 

101,133

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(20,066

)

 

 

(31,168

)

Purchases of intangibles - developed technology

 

 

(29,491

)

 

 

(19,669

)

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

 

 

960

 

 

 

1,195

 

Purchases of available-for-sale investments

 

 

(318

)

 

 

(195

)

Payments for beneficial interests in securitized accounts receivable

 

 

(232

)

 

 

282

 

Net cash used in investing activities

 

 

(49,147

)

 

 

(49,555

)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Tax withholdings related to stock-based compensation settlements

 

 

(1,313

)

 

 

(189

)

Proceeds from stock option exercises

 

 

1,434

 

 

 

219

 

Proceeds from receivables purchase agreement

 

 

 

 

 

68,556

 

Repayments on receivables purchase agreement

 

 

 

 

 

(83,772

)

Proceeds from draw on revolving credit agreements

 

 

24,000

 

 

 

 

Repayment of revolving credit agreements

 

 

(189,000

)

 

 

(5,000

)

Proceeds from issuance of convertible notes

 

 

201,250

 

 

 

 

Payment for redemption of redeemable non-controlling interest

 

 

(19,364

)

 

 

(17,395

)

Payment for annual recurring compensation to non-controlling interest

 

 

(10,053

)

 

 

(10,084

)

Payments for capped call transactions related to convertible senior notes

 

 

(17,650

)

 

 

 

Payment of debt issuance costs on revolving credit facility and convertible notes

 

 

(7,350

)

 

 

(1,994

)

Net cash used in financing activities

 

 

(18,046

)

 

 

(49,659

)

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

20,336

 

 

 

1,919

 

Effect of exchange rate changes

 

 

4,872

 

 

 

(630

)

Cash, cash equivalents and restricted cash, beginning of period

 

 

76,021

 

 

 

87,167

 

Cash, cash equivalents and restricted cash, end of period

 

$

101,229

 

 

$

88,456

 

 

 

 

 

 

 

 

Supplemental disclosure of cash financing activities:

 

 

 

 

 

 

Cash paid for interest expense

 

$

13,335

 

 

$

18,225

 

Cash paid for income taxes, net of refunds

 

$

2,407

 

 

$

9,122

 

Cash used in operating activities related to operating leases

 

$

7,737

 

 

$

7,380

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

Redemption of redeemable non-controlling interest

 

$

2,010

 

 

$

2,976

 

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

 

$

3,689

 

 

$

2,122

 

Purchases of property, plant and equipment included in accounts payable

 

$

4,874

 

 

$

952

 

Purchases of property, plant and equipment included in other non-current liabilities

 

$

5,157

 

 

$

 

Debt issuance costs included in accrued expenses and other liabilities

 

$

1,493

 

 

$

 

 

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,

 

June 30,

 

September 30,

 

 

September 30,

 

September 30,

 

 

2025

 

2025

 

2024

 

 

2025

 

2024

 

 

 

 

 

 

(Restated)

 

 

 

 

(Restated)

Total Revenue

 

$

279,435

 

 

$

265,068

 

 

$

227,704

 

 

 

$

792,247

 

 

$

679,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue

 

$

172,309

 

 

$

166,144

 

 

$

144,670

 

 

 

$

491,021

 

 

$

445,260

 

Acquisition-related expenses, amortizations and adjustments (1)

 

 

(10,140

)

 

 

(10,599

)

 

 

(10,276

)

 

 

 

(30,570

)

 

 

(30,517

)

Stock-based compensation expense

 

 

(265

)

 

 

(222

)

 

 

(270

)

 

 

 

(754

)

 

 

(825

)

Restructuring expenses (2)

 

 

 

 

 

 

 

 

(7

)

 

 

 

 

 

 

(14,042

)

Integration expenses (3)

 

 

 

 

 

 

 

 

(34

)

 

 

 

 

 

 

(104

)

Non-GAAP Cost of Revenue

 

$

161,904

 

 

$

155,323

 

 

$

134,083

 

 

 

$

459,697

 

 

$

399,772

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

$

107,126

 

 

$

98,924

 

 

$

83,034

 

 

 

$

301,226

 

 

$

234,608

 

Non-GAAP Gross Profit

 

$

117,531

 

 

$

109,745

 

 

$

93,621

 

 

 

$

332,550

 

 

$

280,096

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin

 

 

38.3

%

 

 

37.3

%

 

 

36.5

%

 

 

 

38.0

%

 

 

34.5

%

Non-GAAP Gross Margin

 

 

42.1

%

 

 

41.4

%

 

 

41.1

%

 

 

 

42.0

%

 

 

41.2

%

(1) Includes intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations. We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure.

(2) Includes expenses for a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 2024.

(3) Includes expenses related to the Company's one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks, which was completed as of December 31, 2024.

 

Supplemental Information

Reconciliation of Operating Expenses to Non-GAAP Operating Expenses

(Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

June 30,

 

September 30,

 

 

September 30,

 

September 30,

 

 

 

2025

 

2025

 

2024

 

 

2025

 

2024

 

 

 

 

 

 

 

(Restated)

 

 

 

 

(Restated)

 

Operating Expenses

 

$

109,914

 

 

$

112,242

 

 

$

109,127

 

 

 

$

321,300

 

 

$

645,402

 

 

Acquisition-related expenses, amortizations and adjustments (1)

 

 

(1,898

)

(2)

 

(2,175

)

(7)

 

(5,054

)

(11)

 

 

(6,322

)

(15)

 

(17,168

)

(18)

Stock-based compensation expense

 

 

(2,589

)

(3)

 

(2,451

)

(8)

 

(3,198

)

(12)

 

 

(7,983

)

(16)

 

(9,957

)

(19)

Restructuring expenses

 

 

 

 

 

284

 

(9)

 

(5,930

)

(13)

 

 

284

 

(9)

 

(26,534

)

(20)

Integration expenses (4)

 

 

 

 

 

 

 

 

(333

)

(14)

 

 

 

 

 

(1,344

)

(21)

Deferred compensation adjustments (5)

 

 

(2,317

)

 

 

(3,034

)

 

 

(1,471

)

 

 

 

(3,804

)

 

 

(4,259

)

 

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(297,353

)

(22)

Professional fees and other expenses

 

 

(694

)

(6)

 

(3,153

)

(10)

 

 

 

 

 

(3,847

)

(17)

 

 

 

Non-GAAP Operating Expenses

 

$

102,416

 

 

$

101,713

 

 

$

93,141

 

 

 

$

299,628

 

 

$

288,787

 

 

(1) We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure.

(2) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $1.4 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.

(3) $1.8 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.

(4) Includes expenses on the condensed consolidated statements of loss related to the Company's one-time integration bonus program in connection with synergy targets as a result of the business combination with Adtran Networks and which was completed as of December 31, 2024.

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

(6) $0.7 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes professional fees related to an internal investigation and fees relating to other one-time professional fees and business expenses.

(7) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $1.7 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.

(8) $1.8 million is included in selling, general and administrative expenses and $0.7 million is included in research and development expenses on the condensed consolidated statements of loss.

(9) Includes a true-up of expenses on the condensed consolidated statements of loss for a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 2024.

(10) $3.2 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes professional fees related to an internal investigation and related employee exit costs, fees relating to other one-time professional fees and business expenses.

(11) Includes $4.0 million of intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations and $0.6 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.

(12) $2.3 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.

(13) $2.7 million is included in selling, general and administrative expenses and $3.2 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses of $3.2 million of wage related and other charges due to the Greifswald facility closure of which $0.8 million is included in selling, general and administrative and $2.4 million is included in research and development expenses on the condensed consolidated statements of loss. The Business Efficiency Program was completed as of December 31, 2024.

(14) $0.3 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, which was completed as of December 31, 2024.

(15) $4.9 million is included in selling, general and administrative expenses and $1.4 million is included in research and development expenses on the condensed consolidated statements of loss.

(16) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $5.6 million is included in selling, general and administrative expenses and $2.4 million is included in research and development expenses on the condensed consolidated statements of loss.

(17) $3.8 million is included in selling, general and administrative expenses on the condensed consolidated statements of loss. Includes professional fees related to an internal investigation and related employee exit costs, fees relating to other one-time professional fees and business expenses.

(18) Includes intangible amortization of developed technology, customer relationships, and trade names acquired in connection with business combinations, of which $15.8 million is included in selling, general and administrative expenses and $1.4 million is included in research and development expenses on the condensed consolidated statements of loss.

(19) $7.1 million is included in selling, general and administrative expenses and $2.8 million is included in research and development expenses on the condensed consolidated statements of loss.

(20) $8.0 million is included in selling, general and administrative expenses and $18.6 million is included in research and development expenses on the condensed consolidated statements of loss. Includes expenses of $16.5 million of wage related and other charges due to the Greifswald facility closure of which $3.2 million is included in selling, general and administrative and $13.3 million is included in research and development expenses on the condensed consolidated statements of loss. The Business Efficiency Program was completed as of December 31, 2024.

(21) $1.3 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. 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 $0.7 million is stock compensation expense for the program.

(22) 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 Operating Loss and Operating Margin to Non-GAAP Operating Income (Loss)

and Non-GAAP Operating Margin

(Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

June 30,

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

2025

 

2025

 

2024

 

 

2025

 

 

2024

 

 

 

 

 

 

(Restated)

 

 

 

 

 

(Restated)

Total Revenue

 

$

279,435

 

 

$

265,068

 

 

$

227,704

 

 

 

$

792,247

 

 

$

679,868

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

$

(2,788

)

 

$

(13,318

)

 

$

(26,093

)

 

 

$

(20,074

)

 

$

(410,794

)

Acquisition related expenses, amortizations and adjustments (1)

 

 

12,038

 

 

 

12,774

 

 

 

15,330

 

 

 

 

36,892

 

 

 

47,685

 

Stock-based compensation expense

 

 

2,855

 

 

 

2,673

 

 

 

3,468

 

 

 

 

8,738

 

 

 

10,782

 

Restructuring expenses (2)

 

 

 

 

 

(284

)

 

 

5,936

 

 

 

 

(284

)

 

 

40,576

 

Integration expenses (3)

 

 

 

 

 

 

 

 

367

 

 

 

 

 

 

 

1,447

 

Deferred compensation adjustments (4)

 

 

2,317

 

 

 

3,034

 

 

 

1,471

 

 

 

 

3,804

 

 

 

4,259

 

Goodwill impairment (5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

297,353

 

Professional fees and other expenses (6)

 

 

694

 

 

 

3,153

 

 

 

 

 

 

 

3,847

 

 

 

 

Non-GAAP Operating Income (Loss)

 

$

15,116

 

 

$

8,032

 

 

$

479

 

 

 

$

32,923

 

 

$

(8,692

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Margin

 

 

-1.0

%

 

 

-5.0

%

 

 

-11.5

%

 

 

 

-2.5

%

 

 

-60.4

%

Non-GAAP Operating Margin

 

 

5.4

%

 

 

3.0

%

 

 

0.2

%

 

 

 

4.2

%

 

 

-1.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations. We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure.

(2) Includes expenses for the Company's Business Efficiency Program, which was designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 2024.

(3) Includes expenses related to the Company's one-time integration bonus program in connection with synergy targets as a results of the business combination with Adtran Networks, which was completed as of December 31, 2024.

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

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

(6) Includes professional fees related to an internal investigation and related employee exit costs, fees relating to other one-time professional fees and business expenses.

 

Supplemental Information

Reconciliation of Other Expense to Non-GAAP Other Expense

(Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

June 30,

 

September 30,

 

September 30,

 

September 30,

 

 

2025

 

2025

 

2024

 

2025

 

2024

 

 

 

 

 

 

(Restated)

 

 

 

(Restated)

Interest and dividend income

 

$

291

 

 

$

201

 

 

$

664

 

 

$

618

 

 

$

1,427

 

Interest expense

 

 

(5,499

)

 

 

(4,564

)

 

 

(5,679

)

 

 

(14,824

)

 

 

(17,183

)

Net investment gain

 

 

2,186

 

 

 

3,075

 

 

 

1,382

 

 

 

3,575

 

 

 

4,507

 

Other income (expense), net

 

 

(745

)

 

 

(2,636

)

 

 

(850

)

 

 

(2,437

)

 

 

(441

)

Total Other Expense

 

$

(3,767

)

 

$

(3,924

)

 

$

(4,483

)

 

$

(13,068

)

 

$

(11,690

)

Deferred compensation adjustments (1)

 

 

(2,210

)

 

 

(2,968

)

 

 

(1,294

)

 

 

(3,529

)

 

 

(4,629

)

Pension expense (2)

 

 

13

 

 

 

11

 

 

 

7

 

 

 

35

 

 

 

21

 

Non-GAAP Other Expense

 

$

(5,964

)

 

$

(6,881

)

 

$

(5,770

)

 

$

(16,562

)

 

$

(16,298

)

(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 Income (Loss) inclusive of 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 Income (Loss) attributable to ADTRAN Holdings, Inc. and

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

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

June 30,

 

September 30,

 

 

September 30,

 

September 30,

 

 

2025

 

2025

 

2024

 

 

2025

 

2024

 

 

 

 

 

 

(Restated)

 

 

 

 

(Restated)

Net Loss attributable to ADTRAN Holdings, Inc. common stockholders

 

$

(9,743

)

 

$

(19,037

)

 

$

(30,372

)

 

 

$

(40,050

)

 

$

(410,804

)

Effect of redemption of RNCI (1)

 

 

(519

)

 

 

(1,494

)

 

 

(2,976

)

 

 

 

(2,010

)

 

 

(2,976

)

Net Loss attributable to ADTRAN Holdings, Inc.

 

$

(10,262

)

 

$

(20,531

)

 

$

(33,348

)

 

 

$

(42,060

)

 

$

(413,780

)

Net Income attributable to non-controlling interest (2)

 

 

2,505

 

 

 

2,273

 

 

 

2,382

 

 

 

 

7,097

 

 

 

7,417

 

Net Loss inclusive of non-controlling interest

 

$

(7,757

)

 

$

(18,258

)

 

$

(30,966

)

 

 

$

(34,963

)

 

$

(406,363

)

Acquisition related expenses, amortizations and adjustments (3)

 

 

12,038

 

 

 

12,774

 

 

 

15,330

 

 

 

 

36,892

 

 

 

47,685

 

Stock-based compensation expense

 

 

2,855

 

 

 

2,673

 

 

 

3,468

 

 

 

 

8,738

 

 

 

10,782

 

Deferred compensation adjustments (4)

 

 

107

 

 

 

66

 

 

 

177

 

 

 

 

275

 

 

 

(370

)

Pension adjustments (5)

 

 

13

 

 

 

11

 

 

 

7

 

 

 

 

35

 

 

 

21

 

Restructuring expenses (6)

 

 

 

 

 

(284

)

 

 

5,936

 

 

 

 

(284

)

 

 

40,576

 

Integration expenses (7)

 

 

 

 

 

 

 

 

367

 

 

 

 

 

 

 

1,447

 

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

297,353

 

Professional fees and other expenses (8)

 

 

694

 

 

 

3,153

 

 

 

 

 

 

 

3,847

 

 

 

 

Tax effect of adjustments to net loss (9)

 

 

(2,301

)

 

 

388

 

 

 

(220

)

 

 

 

(3,893

)

 

 

(17,966

)

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

 

$

5,649

 

 

$

523

 

 

$

(5,901

)

 

 

$

10,647

 

 

$

(26,835

)

Net Income attributable to non-controlling interest (2)

 

 

2,505

 

 

 

2,273

 

 

 

2,382

 

 

 

 

7,097

 

 

 

7,417

 

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

 

$

3,144

 

 

$

(1,750

)

 

$

(8,283

)

 

 

$

3,550

 

 

$

(34,252

)

Effect of redemption of RNCI (1)

 

 

519

 

 

 

1,494

 

 

 

2,976

 

 

 

 

2,010

 

 

 

2,976

 

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

 

$

3,663

 

 

$

(256

)

 

$

(5,307

)

 

 

$

5,560

 

 

$

(31,276

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – basic

 

 

79,803

 

 

 

79,748

 

 

 

78,952

 

 

 

 

79,696

 

 

 

78,873

 

Weighted average shares outstanding – diluted

 

 

79,803

 

 

 

79,748

 

 

 

78,952

 

 

 

 

79,696

 

 

 

78,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

(0.12

)

 

$

(0.24

)

 

$

(0.38

)

 

 

$

(0.50

)

 

$

(5.21

)

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

 

$

(0.12

)

 

$

(0.24

)

 

$

(0.38

)

 

 

$

(0.50

)

 

$

(5.21

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

0.05

 

 

$

(0.00

)

 

$

(0.07

)

 

 

$

0.07

 

 

$

(0.40

)

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

 

$

0.05

 

 

$

(0.00

)

 

$

(0.07

)

 

 

$

0.07

 

 

$

(0.40

)

(1) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $0.5 million and a $2.0 million effect of redemption of RNCI for the three and nine months ended September 30, 2025 and a $3.0 million effect of redemption of RNCI for the three and nine months ended September 30, 2024.

(2) Represents the non-controlling interest portion of the Company's ownership of Adtran Networks pre-DPLTA and the annual recurring compensation earned by redeemable non-controlling interests and accrued by the Company post-DPLTA.

(3) We incur charges relating to the amortization of intangible assets and exclude these charges for purposes of calculating our non-GAAP measures. Such charges are significantly impacted by the timing and magnitude of our acquisitions. We exclude these charges for the purpose of calculating our non-GAAP measures, primarily because they are noncash expenses and our internal benchmarking analyses evidence that many industry participants and peers present non-GAAP financial measures excluding intangible asset amortization. Although this does not directly affect our cash position, the loss in value of intangible assets over time can have a material impact on the equivalent GAAP earnings measure.

(4) Includes non-cash change in fair value of equity investments held in deferred compensation plans offered to certain employees.

(5) Includes amortization of actuarial losses related to the Company's pension plan for employees in certain foreign countries.

(6) Includes expenses for a Business Efficiency Program designed to optimize the assets and business processes following the business combination with Adtran Networks. The Business Efficiency Program was completed as of December 31, 2024.

(7) Includes expenses related to the Company's one-time integration bonus program in connection with synergy targets as a results of the business combination with Adtran Networks. Includes fees incurred for the expansion of internal controls at Adtran Networks and the implementation of the DPTLA which was completed as of December 31, 2024.

(8) Includes professional fees related to an internal investigation and related employee exit costs, fees relating to other one-time professional fees and business expenses.

(9) Represents the tax effect of non-GAAP adjustments. Beginning in the period ended September 30, 2024, the Company changed its method of calculating non-GAAP income taxes by applying blended statutory tax rates to non-GAAP losses before income taxes in order to include current and deferred income tax expenses that are commensurate with the non-GAAP measure of profitability. The blended statutory tax rate is calculated using 0%, resulting in no tax benefits net of impact of valuation allowance, for the loss jurisdiction’s non-GAAP losses before income taxes and 30% for all remaining jurisdictions’ non-GAAP income before income taxes.

 

Supplemental Information

Reconciliation of Net Cash Provided By Operating Activities to Free Cash Flow

(Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30,

 

June 30,

 

September 30,

 

 

September 30,

 

September 30,

 

 

2025

 

2025

 

2024

 

 

2025

 

2024

 

 

 

 

 

 

(Restated)

 

 

 

 

(Restated)

Net cash provided by operating activities

 

$

12,188

 

 

$

32,160

 

 

$

43,324

 

 

 

$

87,529

 

 

$

101,133

 

Purchases of property, plant and equipment and developed technologies (1)

 

 

(17,029

)

 

 

(13,833

)

 

 

(20,141

)

 

 

 

(49,557

)

 

 

(50,837

)

Free cash flow (Non-GAAP)

 

$

(4,841

)

 

$

18,327

 

 

$

23,183

 

 

 

$

37,972

 

 

$

50,296

 

 

(1) Purchases related to capital expenditures and developed technologies.

 

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