Exhibit 99.3
Ad-hoc notification pursuant to Article 17 of Regulation (EU) No. 596/2014
ADTRAN Holdings, Inc.: ADTRAN announces deviation from Q4 2023 consensus and the suspension of dividend payments
Huntsville, Alabama (United States of America). November 6, 2023 (CT)
Based on the current business development, ADTRAN Holdings, Inc. (“ADTRAN Holdings” or the “Company”) (NASDAQ: ADTN; FSE: QH9) concluded today that the Company’s guidance range for the fourth quarter 2023 deviates from analyst consensus as follows:
| | • | | The guidance range for GAAP revenue for the fourth quarter of 2023 is $210 million to $240 million, thus between 27.03% and 16.61% below analyst consensus ($287.8 million). |
| | • | | The guidance range for non-GAAP operating margin for the fourth quarter of 2023 is between negative 7% and 0%, thus 6.1 percentage points below to 0.9 percentage points above analyst consensus (-0.9%). |
Due to the uncertainty around the current macro-economic environment, customer inventory levels, and their impact on customer spending levels, the Company has decided today to suspend the ADTRAN Holdings dividend as part of the capital efficiency program, and is implementing a comprehensive cost efficiency program to address these challenges.
Non-GAAP operating margin (which is calculated as non-GAAP operating (loss) income divided by revenue) is a non-GAAP financial measure. The Company has provided fourth quarter earnings guidance with regard to non-GAAP operating margin. This measure excludes acquisition related expenses, amortization and adjustments (consisting of intangible amortization of backlog, developed technology, customer relationships, and trade names acquired in connection with business combinations and amortization of inventory fair value adjustments), stock-based compensation expense, amortization of pension actuarial losses, deferred compensation adjustments, integration expenses, restructuring expenses, and asset and goodwill impairments. The Company has not provided a reconciliation of such non-GAAP guidance to guidance presented on a GAAP basis because it cannot predict and quantify without unreasonable effort all of the adjustments that may occur during the period due to the difficulty of predicting the timing and amounts of various items within a reasonable range. In particular, these non-GAAP financial measures exclude certain items, including continued restructuring and integration expenses that will continue to evolve as the business efficiency program is implemented and, therefore, the Company is unable to quantitatively predict. Depending on the materiality of these items, they could have a significant impact on the Company’s GAAP financial results.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this ad hoc notification which are not historical facts, such as those relating to expectations regarding earnings, expenses and margin; ADTRAN Holdings’ ability to reduce expenses in the coming year and the amount thereof through its implementation of the business efficiency program; and ADTRAN Holdings’ strategy, outlook and financial guidance, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can also generally be identified by the use of words such as “believe,” “expect,” “intend,” “estimate,” “anticipate,” “will,” “may,” “could” and similar expressions. In addition, ADTRAN Holdings, through its senior management, may from time to time make forward-looking public statements
