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Business Combination Agreement (Tables)
12 Months Ended
Dec. 31, 2023
Business Combinations [Abstract]  
Summary of Purchase Price for Business Combination

The following table summarizes the purchase price for the Adtran Networks business combination:

 

(In thousands, except shares, share price and exchange ratio)

 

Purchase Price

 

Adtran Networks shares exchanged

 

 

33,957,538

 

Exchange ratio

 

 

0.8244

 

ADTRAN Holdings, Inc. shares issued

 

 

27,994,595

 

ADTRAN Holdings, Inc. share price on July 15, 2022

 

$

20.20

 

Purchase price paid for Adtran Networks shares

 

$

565,491

 

Equity compensation (1)

 

$

12,769

 

Total purchase price

 

$

578,260

 

(1) Represents the portion of replacement share-based payment awards that relates to pre-combination vesting.

Summary of Final Purchase Price Allocation of Assets Acquired and Liabilities Assumed

The following table summarizes the final purchase price allocation for each major class of assets acquired and liabilities assumed in the Business Combination (in thousands):

 

(In thousands)

 

 

 

 

 

 

 

Total purchase price

 

$

578,260

 

Non-controlling interest

 

$

316,415

 

Net Assets:

 

 

 

Cash and cash equivalents

 

$

44,003

 

Accounts receivable

 

 

114,659

 

Other receivables

 

 

1,457

 

Inventory

 

 

200,331

 

Prepaid expenses and other current assets

 

 

28,208

 

Property plant and equipment

 

 

55,480

 

Deferred tax assets

 

 

1,759

 

Identifiable intangible assets

 

 

403,780

 

Other non-current assets

 

 

31,074

 

Accounts payable

 

 

(98,587

)

Current unearned revenue

 

 

(26,047

)

Accrued expenses and other liabilities

 

 

(59,600

)

Income tax payable, net

 

 

(4,898

)

Current portion of notes payable

 

 

(25,254

)

Tax liabilities

 

 

(1,400

)

Non-current unearned revenue

 

 

(11,498

)

Pension liability

 

 

(6,820

)

Other non-current liabilities

 

 

(6,094

)

Non-current portion of revolving credit agreements and notes payable

 

 

(15,250

)

Non-current lease obligations

 

 

(20,046

)

Deferred tax liabilities

 

 

(61,040

)

Total net assets acquired

 

$

544,217

 

Goodwill

 

$

350,458

 

Summary of Fair Value of Intangible Assets Acquired

The fair value of the identifiable intangible assets acquired as of the acquisition date:

 

(In thousands)

Estimated-average useful life (in years) (1)

 

 

Fair value

 

 

Income Statement Amortization Classification

Developed technology

 

8.5

 

 

$

291,925

 

 

 Cost of revenue - Network Solutions

Backlog

 

1.4

 

 

 

52,165

 

 

 Cost of revenue - Network Solutions and Services & Support

Customer relationships

 

10.5

 

 

 

32,704

 

 

 Selling, general and administrative expenses

Trade name

 

2.8

 

 

 

26,986

 

 

 Selling, general and administrative expenses

Total

 

 

 

$

403,780

 

 

 

(1) Determination of the weighted average period of the individual categories of intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with definite lives is recognized over the period of time the assets are expected to contribute to future cash flows.

Summary of Unaudited Pro Forma Financial Information The unaudited pro forma information also does not include any integration costs that the Company has incurred and may continue to incur related to the Business Combination as part of combining the operations of the companies.

 

 

For the Years Ended
 December 31,

 

(In thousands)

2022

 

 

2021

 

 

 

 

 

 

 

Revenue

$

1,410,296

 

 

$

1,210,201

 

Net loss attributable to ADTRAN Holdings, Inc.

$

(46,204

)

 

$

(91,423

)