ADTRAN Holdings (Nasdaq: ADTN) sees Q2 revenue, margin below guidance
Rhea-AI Filing Summary
ADTRAN Holdings reported preliminary unaudited results for the quarter ended June 30, 2026. Revenue is expected at $280.0 million to $282.0 million, below prior guidance of $283.0 million to $303.0 million. Preliminary GAAP operating margin is a loss of (3.2)% to (4.0)%, while non-GAAP operating margin is 3.5% to 4.0%, below the earlier 5.0% to 9.0% range.
GAAP basic and diluted loss per share is expected between $(0.12) and $(0.14). On a non-GAAP basis, basic and diluted EPS is expected between $0.03 and $0.05, below analyst consensus of $0.13. Management attributes the shortfall mainly to a project delay from a single customer and elevated component and freight costs.
For the third quarter of 2026, ADTRAN expects revenue of $275.0 million to $295.0 million and non-GAAP operating margin between 1.5% and 5.5%. The company provides these preliminary figures in connection with German ad hoc disclosure obligations under the EU Market Abuse Regulation.
Positive
- None.
Negative
- Preliminary Q2 2026 results miss guidance and consensus, with revenue of $280.0M–$282.0M below the $283.0M–$303.0M range, non-GAAP operating margin of 3.5%–4.0% below 5.0%–9.0%, and non-GAAP EPS of $0.03–$0.05 below $0.13 consensus.
- GAAP profitability remains negative, with an expected Q2 2026 GAAP operating margin of (3.2)%–(4.0)% and a GAAP loss per share of $(0.12)–$(0.14) despite positive non-GAAP earnings.
Filing Explained
Q2 figures remain preliminary until the scheduled August 3 final release; GAAP shows a loss while non-GAAP shows earnings after adjustments.
This ADTRAN Holdings filing places the second-quarter figures in an unfinished state: the information is furnished rather than treated as filed under the Exchange Act, and the quarter-end close is incomplete, so no final Q2 accounting outcome is established yet.
The non-GAAP figures exclude acquisition-related amortization and adjustments, stock-based compensation, deferred-compensation adjustments, and certain professional fees and other expenses; the filing identifies some of those exclusions as non-cash but says the non-GAAP measures are not a substitute for GAAP.
The specified resolution point is the company’s scheduled release of final second-quarter results after market close on
8-K Event Classification
Key Figures
Key Terms
Market Abuse Regulation (EU) No. 596/2014 regulatory
Domination and Profit and Loss Transfer Agreement regulatory
non-GAAP operating margin financial
non-controlling interest financial
Deferred Compensation Program financial
Earnings Snapshot
For Q3 2026, revenue is expected at $275.0M–$295.0M and non-GAAP operating margin at 1.5%–5.5%.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 July 21, 2026, ADTRAN Holdings, Inc. (“ADTRAN”) announced certain preliminary financial results for the fiscal quarter ended June 30, 2026.
A copy of ADTRAN’s press release announcing certain preliminary financial results is attached as Exhibit 99.1 hereto and incorporated by reference in this Item 2.02.
Item 7.01 Regulation FD Disclosure.
As a company listed on the Frankfurt Stock Exchange, ADTRAN is subject to German and European securities laws. Article 17 of the Market Abuse Regulation (EU) No. 596/2014 (the “MAR”) 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 expected results materially deviate from previously announced guidance or analyst consensus. On July 22, 2026, (CEST), ADTRAN published an ad hoc announcement in Germany disclosing certain preliminary financial results for the fiscal quarter ended June 30, 2026 in accordance with the MAR.
A copy of ADTRAN’s ad hoc announcement is attached as Exhibit 99.2 hereto and incorporated by reference in this Item 7.01.
The information included in, or incorporated into, Items 2.02 and 7.01 of this Current Report on Form 8-K is being furnished and 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 July 21, 2026 |
99.2 |
Ad Hoc Notification dated July 22, 2026 (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.
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ADTRAN Holdings, Inc. |
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Date: |
July 22, 2026 |
By: |
/s/ Timothy Santo |
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Timothy Santo |
EXHIBIT 99.1
ADTRAN Holdings, Inc. announces certain preliminary second quarter 2026 results
Huntsville, Alabama, USA. – July 21, 2026 — ADTRAN Holdings, Inc. (NASDAQ: ADTN and FSE: QH9) (“ADTRAN Holdings” or the “Company”) today announced preliminary unaudited revenue, preliminary GAAP and non-GAAP operating margin, and preliminary GAAP and non-GAAP basic and diluted earnings per share for the fiscal quarter ended June 30, 2026.
This press release announcement is being provided due to German ad hoc disclosure requirements following, among others, the Company's performance relative to its previously issued revenue guidance. All figures in this release are preliminary and subject to completion of the Company's quarter-end financial close procedures.
For the second quarter of 2026, preliminary revenue is expected to be in the range of $280.0 million to $282.0 million, which is below the Company’s previously announced guidance range of $283.0 million to $303.0 million.
Preliminary GAAP operating margin for the second quarter of 2026 is expected to be between (3.2)% to (4.0)%. Preliminary non-GAAP operating margin for the second quarter is expected to be between 3.5% to 4.0%, which is below our previously announced guidance range of 5.0% to 9.0%.
The Company currently expects second quarter 2026 preliminary GAAP basic and diluted loss per common share attributable to ADTRAN Holdings, Inc. to be between $(0.12) and $(0.14). The Company currently expects second quarter 2026 preliminary non-GAAP basic and diluted earnings per common share attributable to ADTRAN Holdings, Inc. to be between $0.03 and $0.05.
For the third quarter of 2026, the Company expects revenue to be within a range of $275.0 million to $295.0 million. Non-GAAP operating margin is expected to be within a range of 1.5% to 5.5%.
Tom Stanton, Chairman and Chief Executive Officer, said “Our preliminary second quarter results were directly impacted by a project delay from a single customer. In addition, margins reflected the current elevated component and freight cost environment. While these factors are affecting our near-term financial results, they do not change the underlying business, customer engagement or strategic priorities we are executing against.”
“Outside of this customer-specific dynamic, we’re encouraged by the continued strength of our optical networking business, the opportunities we’re seeing with customers and end markets, and the innovation pipeline that continues to expand our addressable market,” Stanton concluded. “We look forward to discussing our second quarter results and the opportunities ahead in greater detail when we report full results in two weeks.”
Quarterly Release and Earnings Call
The information contained in this press release is preliminary. The Company will release its final financial results for the second quarter 2026 after the market close on Monday, August 3, 2026, at https://investors.adtran.com/. The Company will conduct a conference call on Tuesday, August 4, 2026 at 7:30 a.m. Central Time (2:30 p.m. Central European Time).
The Company will webcast this conference call, or you may dial in to participate. To listen, visit the events and presentations section of ADTRAN Holdings, Inc. Investor Relations site at https://events.q4inc.com/attendee/977314034 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 conference call and a transcript of the call will be available on the Investor Relations site shortly following the call and will remain available for at least 12 months.
The information contained in this press release is solely based on preliminary unaudited results. Non-GAAP operating margin (which is calculated as non-GAAP operating income divided by revenue) is a non-GAAP financial measure. Reconciliations between GAAP operating loss and GAAP operating margin for the second quarter 2026 and non-GAAP operating income and non-GAAP operating margin, respectively, are set forth in the table provided below.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this press release which are not historical facts 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. Examples of forward-looking statements include, among others, statements regarding management’s expectations with respect to the Company’s final revenue, final
GAAP and non-GAAP operating margin, and final non-GAAP earnings per share for the second quarter 2026, as well as future underlying customer activity and demand trends. 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 forward-looking information speaks 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 and uncertainties relating to our international operations, including potential exposure to ongoing military conflicts (including the conflicts in Iran, Ukraine, and Israel and the surrounding areas); (viii) risks posed by potential breaches of information systems and cyber-attacks (ix) the risk that we may not be able to effectively compete, including through product improvements and development; and (x) the other risks set forth in our public filings made with the Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K for the year ended December 31, 2025, our Form 10-Q for the quarterly period ended March 31, 2026, and our Form 10-Q for the quarterly period ended June 30, 2026 to be filed with the SEC.
Additionally, the financial measures presented herein are a preliminary estimate, remain subject to our internal controls and procedures, and are subject to risks and uncertainties, including, among others, changes in connection with quarter-end adjustments. Any variation between the Company’s actual financial results and the preliminary ranges set forth herein may be material.
Explanation of Use of Non-GAAP Financial Measures
Set forth in the tables below are a reconciliation of preliminary operating loss, operating margin, 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, in each case as reported based on generally accepted accounting principles in the United States (“GAAP”) to preliminary non-GAAP operating income, non-GAAP operating margin, non-GAAP net income inclusive of the non-controlling interest, non-GAAP net income attributable to the Company and non-GAAP net earnings per share - basic and diluted, attributable to the Company respectively. Such non-GAAP measures excludes acquisition-related expenses, amortization and adjustments (consisting of intangible amortization of backlog, inventory fair value adjustments, developed technology, customer relationships, and trade names acquired in connection with business combinations), stock-based compensation expense, restructuring expenses, deferred compensation adjustments, and certain one-time professional fees and other expenses. 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 measures, are 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 these 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 majority shareholder of Adtran Networks SE, formerly ADVA Optical Networking SE (“Adtran Networks”). Find more at Adtran.com, LinkedIn and X.
Published by
ADTRAN Holdings, Inc.
www.adtran.com
Media contact
Gareth Spence
+44 1904 699 358
public.relations@adtran.com
Investor contact
Rob Fink
investor.relations@adtran.com
Reconciliation of Preliminary Operating Loss and Preliminary Operating Margin to Preliminary Non-GAAP Operating Income and Preliminary Non-GAAP Operating Margin
(Unaudited)
(In millions)
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Three Months Ended |
Total Revenue |
$280.0 - $282.0 |
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Operating Loss |
$(8.9) - $(11.2) |
Acquisition related expenses, amortizations and adjustments (1) |
$10.9 - $12.2 |
Stock-based compensation expense |
$2.4 - $3.4 |
Deferred compensation adjustments (2) |
$5.0 - $6.0 |
Professional fees and other expenses (3) |
$0.5 - $0.9 |
Non-GAAP Operating Income |
$9.9 - $11.3 |
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Operating Margin |
(3.2)% - (4.0)% |
Non-GAAP Operating Margin |
3.5% - 4.0% |
(1) Includes intangible amortization of backlog, 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 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.
(3) Included in cost of revenue, selling, general and administrative and research and development expenses on the condensed consolidated statements of loss.
Supplemental Information
Reconciliation of Preliminary Net Loss inclusive of Non-Controlling Interest to
Preliminary Non-GAAP Net Income inclusive of Non-Controlling Interest
(Unaudited)
and
Reconciliation of Preliminary Net Loss attributable to ADTRAN Holdings, Inc. and
Preliminary Loss per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted to
Preliminary Non-GAAP Net Income attributable to ADTRAN Holdings, Inc. and
Preliminary Non-GAAP Earnings per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted
(Unaudited)
(In millions, except per share amounts)
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Three Months Ended |
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Net Loss attributable to ADTRAN Holdings, Inc. common stockholders |
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$(9.9) - $(11.0) |
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Effect of redemption of RNCI (1) |
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$(0.6) |
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Net Loss attributable to ADTRAN Holdings, Inc. |
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$(10.5) - $(11.6) |
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Net Income attributable to non-controlling interest (2) |
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$2.2 |
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Net Loss inclusive of non-controlling interest |
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$(8.3) - $(9.4) |
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Acquisition related expenses, amortizations and adjustments (3) |
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$10.9 - $12.2 |
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Stock-based compensation expense |
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$2.4 - $3.4 |
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Deferred compensation adjustments (4) |
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$0.2 - $0.4 |
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Professional fees and other expenses (5) |
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$0.5 - $0.9 |
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Tax effect of adjustments to net loss |
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$(2.0) - $(1.6) |
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Non-GAAP Net Income inclusive of non-controlling interest |
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$3.7 - $5.9 |
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Net Income attributable to non-controlling interest (2) |
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$(2.2) |
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Non-GAAP Net Income attributable to ADTRAN Holdings, Inc. |
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$1.5 - $3.7 |
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Effect of redemption of RNCI (1) |
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$0.6 |
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Non-GAAP Net Income attributable to ADTRAN Holdings, Inc. common stockholders |
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$2.1 - $4.3 |
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Weighted average shares outstanding – basic |
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80,948 |
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Weighted average shares outstanding – diluted |
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80,948 |
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Loss per common share attributable to ADTRAN Holdings, Inc. – basic |
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$(0.12) - $(0.14) |
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Loss per common share attributable to ADTRAN Holdings, Inc. – diluted |
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$(0.12) - $(0.14) |
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Non-GAAP Earnings per common share attributable to ADTRAN – basic |
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$0.03 - $0.05 |
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Non-GAAP Earnings per common share attributable to ADTRAN – diluted |
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$0.03 - $0.05 |
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(1) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $0.6 million effect of redemption of RNCI for the three months ended June 30, 2026.
(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) Included in cost of revenue, selling, general and administrative and research and development expenses on the condensed consolidated statements of loss. Includes one-time professional fees, business expenses, related employee exit costs and offset by a reversal of a provision in connection with a 401(k) plan corrective action which the Company received a compliance statement from the IRS approving a retroactive amendment to correct the matter.
EXHIBIT 99.2
Ad-hoc notification pursuant to Article 17 of Regulation (EU) No. 596/2014
ADTRAN Holdings, Inc.: Preliminary Revenue and Non-GAAP Operating Margin Below Guidance Range and Preliminary Earnings Per Share Expected Below Analyst Consensus for Q2 2026
Huntsville, Alabama (United States of America). July 22, 2026 (CT)
During the preparation of its report for the second quarter of 2026, ADTRAN Holdings, Inc. (“ADTRAN Holdings” or the “Company”) (NASDAQ: ADTN; FSE: QH9) determined today that its preliminary unaudited U.S. GAAP revenue and preliminary non-GAAP operating margin for the second quarter of 2026 was below the Company’s previously issued guidance range, and that both its preliminary non-GAAP diluted earnings per share was below current analyst consensus.
The preliminary unaudited results were as follows:
Based on currently available information, the deviation from guidance related to revenue and from analyst consensus relating to non-GAAP earnings per share resulted from project timing from a customer and the current elevated component and freight cost environment.
The information contained in this ad hoc notification is solely based on unaudited results. Final results may differ from the information contained in this ad hoc notification and remain subject to completion of the Company’s quarter-end financial close procedures and customary review processes. Non-GAAP operating margin (which is calculated as non-GAAP operating income divided by revenue) and non-GAAP basic and diluted earnings per common share attributable to ADTRAN Holdings, Inc. are non-GAAP financial measures. Reconciliations between GAAP operating income (loss), GAAP operating margin for the second quarter, 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 non-GAAP operating income, non-GAAP operating margin, non-GAAP net income inclusive of the non-controlling interest, non-GAAP net income attributable to the Company and non-GAAP net earnings per share – basic and diluted – , attributable to the Company, respectively, are set forth in the tables provided below.
The Company will release its final financial results for the second quarter of 2026 after the market close on Monday, August 3, 2026 (Central Time), or before the market opening on Tuesday, August 4, 2026 (Central European Time), respectively, at https://investors.adtran.com/.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this ad hoc notification which are not historical facts 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. Examples of forward-looking statements include, among others, statements regarding management’s expectations with respect to the Company’s final revenue, final GAAP and non-GAAP operating margin, and final non-GAAP earnings per share for the second quarter 2026. 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 forward-looking information speaks 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 and uncertainties relating to our international operations, including potential exposure to ongoing military conflicts (including the conflicts in Iran, Ukraine, and Israel and the surrounding areas); (viii) risks posed by potential breaches of information systems and cyber-attacks (ix) the risk that we may not be able to effectively compete, including through product improvements and development; and (x) the other risks set forth in our public filings made with the Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K for the year ended December 31, 2025, our Form 10-Q for the quarterly period ended March 31, 2026, and our Form 10-Q for the quarterly period ended June 30, 2026 to be filed with the SEC.
Additionally, the financial measures presented herein are a preliminary estimate, remain subject to our internal controls and procedures, and are subject to risks and uncertainties, including, among others, changes in connection with quarter-end adjustments. Any variation between the Company’s actual financial results and the preliminary ranges set forth herein may be material.
Explanation of Use of Non-GAAP Financial Measures
Set forth in the tables below are a reconciliation of preliminary operating loss, operating margin, 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, in each case as reported based on generally accepted accounting principles in the United States (“GAAP”) to preliminary non-GAAP operating income, non-GAAP operating margin, non-GAAP net income inclusive of the non-controlling interest, non-GAAP net income attributable to the Company and non-GAAP net 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), stock-based compensation expense, deferred compensation adjustments, and certain one-time professional fees and other expenses. 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 measures, are 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 these non-GAAP measures may not be comparable to similar measures calculated by other companies.
Reconciliation of Preliminary Operating Loss and Preliminary Operating Margin to Preliminary Non-GAAP Operating Income and Preliminary Non-GAAP Operating Margin
(Unaudited)
(In millions)
|
Three Months Ended |
Total Revenue |
$280.0 - $282.0 |
|
|
Operating Loss |
$(8.9) - $(11.2) |
Acquisition related expenses, amortizations and adjustments (1) |
$10.9 - $12.2 |
Stock-based compensation expense |
$2.4 - $3.4 |
Deferred compensation adjustments (2) |
$5.0 - $6.0 |
Professional fees and other expenses (3) |
$0.5 - $0.9 |
Non-GAAP Operating Income |
$9.9 - $11.3 |
|
|
Operating Margin |
(3.2)% - (4.0)% |
Non-GAAP Operating Margin |
3.5% - 4.0% |
(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 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.
(3) Includes professional fees related to an internal investigation, a benefit plan adjustment, and fees relating to other one-time professional fees and business expenses.
Supplemental Information
Reconciliation of Preliminary Net Loss inclusive of Non-Controlling Interest to
Preliminary Non-GAAP Net Income inclusive of Non-Controlling Interest
(Unaudited)
and
Reconciliation of Preliminary Net Loss attributable to ADTRAN Holdings, Inc. and
Preliminary Loss per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted to
Preliminary Non-GAAP Net Income attributable to ADTRAN Holdings, Inc. and
Preliminary Non-GAAP Earnings per Common Share attributable to ADTRAN Holdings, Inc. – Basic and Diluted
(Unaudited)
(In millions, except per share amounts)
|
|
Three Months Ended |
|
|
Net Loss attributable to ADTRAN Holdings, Inc. common stockholders |
|
$(9.9) - $(11.0) |
|
|
Effect of redemption of RNCI (1) |
|
$(0.6) |
|
|
Net Loss attributable to ADTRAN Holdings, Inc. |
|
$(10.5) - $(11.6) |
|
|
Net Income attributable to non-controlling interest (2) |
|
$2.2 |
|
|
Net Loss inclusive of non-controlling interest |
|
$(8.3) - $(9.4) |
|
|
Acquisition related expenses, amortizations and adjustments (3) |
|
$10.9 - $12.2 |
|
|
Stock-based compensation expense |
|
$2.4 - $3.4 |
|
|
Deferred compensation adjustments (4) |
|
$0.2 - $0.4 |
|
|
Professional fees and other expenses (5) |
|
$0.5 - $0.9 |
|
|
Tax effect of adjustments to net loss |
|
$(2.0) - $(1.6) |
|
|
Non-GAAP Net Income inclusive of non-controlling interest |
|
$3.7 - $5.9 |
|
|
Net Income attributable to non-controlling interest (2) |
|
$(2.2) |
|
|
Non-GAAP Net Income attributable to ADTRAN Holdings, Inc. |
|
$1.5 - $3.7 |
|
|
Effect of redemption of RNCI (1) |
|
$0.6 |
|
|
Non-GAAP Net Income attributable to ADTRAN Holdings, Inc. common stockholders |
|
$2.1 - $4.3 |
|
|
|
|
|
|
|
Weighted average shares outstanding – basic |
|
|
80,948 |
|
Weighted average shares outstanding – diluted |
|
|
80,948 |
|
|
|
|
|
|
Loss per common share attributable to ADTRAN Holdings, Inc. – basic |
|
$(0.12) - $(0.14) |
|
|
Loss per common share attributable to ADTRAN Holdings, Inc. – diluted |
|
$(0.12) - $(0.14) |
|
|
|
|
|
|
|
Non-GAAP Earnings per common share attributable to ADTRAN – basic |
|
$0.03 - $0.05 |
|
|
Non-GAAP Earnings per common share attributable to ADTRAN – diluted |
|
$0.03 - $0.05 |
|
|
(1) Loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted - reflects a $0.6 million effect of redemption of RNCI for the three months ended June 30, 2026.
(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) Included in cost of revenue, selling, general and administrative and research and development expenses on the condensed consolidated statements of loss. Includes one-time professional fees, business expenses, related employee exit costs and offset by a reversal of a provision in connection with a 401(k) plan corrective action which the Company received a compliance statement from the IRS approving a retroactive amendment to correct the matter.
Published by
ADTRAN Holdings, Inc.
www.adtran.com
Media contact
Gareth Spence
+44 1904 699 358
mail to: public.relations@adtran.com
Notifying person and contact for investors
Rob Fink
mail to: investor.relations@adtran.com