UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
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(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K of ADTRAN Holdings, Inc. (the “Company”), originally furnished by the Company to the Securities and Exchange Commission (the “SEC”) on August 7, 2023 (the “Initial 8-K”). The sole purpose for filing this Form 8-K/A is to correct certain information contained in Exhibit 99.1 to the Initial Form 8-K related to the Company’s consolidated balance sheets at June 30, 2023 and December 31, 2022 and statement of cash flow for the six months ended June 30, 2023, as described further below.
The information contained herein is being furnished pursuant to Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 2.02 | Results of Operations and Financial Condition. |
The Initial Form 8-K included, as Exhibit 99.1, a copy of the Company’s press release that was issued on August 6, 2023 and that announced the financial results of the Company for the fiscal quarter and six months ended June 30, 2023 (the “Earnings Release”). As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on August 10, 2023 (the “August 10, 2023 Form 8-K”), subsequent to Company’s second fiscal quarter earnings call on August 8, 2023 and during the preparation of its unaudited condensed consolidated financial statements to be included in the Company’s Form 10-Q for the second fiscal quarter ended June 30, 2023, the Company determined that the principal amount of indebtedness outstanding under the Company’s revolving credit facility with a syndicate of banks, including Wells Fargo Bank, National Association (“Wells Fargo”), should be classified as noncurrent liabilities on the Company’s condensed consolidated balance sheets (“balance sheets”). Therefore, the outstanding Wells Fargo revolving credit facility balances for the following prior periods were misclassified in the Earnings Release and have been adjusted from current to noncurrent liabilities on the balance sheets as of the dates that were set forth in the Earnings Release as follows: $60.0 million as of December 31, 2022, and $200.0 million as of June 30, 2023.
The adjustment of credit facility balances did not have any impact on, or result in any change to, the consolidated statements of income (loss), statements of cash flows and non-GAAP measures presented in the Earnings Release. Furthermore, the Company corrected an error in a supplemental disclosure of cash financing activities in the condensed consolidated statements of cash flow that appeared in the Earnings Release – cash used in operating activities related to operating leases, which amount for the six months ended June 30, 2023 should have been $5.082 million rather than $4.502 million.
Corrected versions of the condensed consolidated balance sheets and condensed consolidated statements of cash flows appearing in the Earnings Release are attached hereto as Exhibit 99.1. The following table summarizes the corrections:
Corrected Condensed Consolidated Balance Sheet Items (unaudited) (in thousands)
As of December 31, 2022 |
As Presented in Earnings Release |
Adjustment | As Restated | |||||||||
Liabilities, Redeemable Non-Controlling Interest and Equity: |
||||||||||||
Revolving credit agreements outstanding (classified as current liabilities) |
$ | 95,936 | $ | (60,000 | ) | $ | 35,936 | |||||
Total Current Liabilities |
$ | 488,575 | $ | (60,000 | ) | $ | 428,575 | |||||
Revolving credit agreements outstanding (non-current liabilities) |
$ | 0 | $ | 60,000 | $ | 60,000 | ||||||
Total Liabilities |
$ | 639,881 | $ | 0 | $ | 639,881 |
As of June 30, 2023 |
As Presented in Earnings Release |
Adjustment | As Corrected | |||||||||
Liabilities, Redeemable Non-Controlling Interest and Equity: |
||||||||||||
Revolving credit agreements outstanding (classified as current liabilities) |
$ | 210,912 | $ | (200,000 | ) | $ | 10,912 | |||||
Total Current Liabilities |
$ | 509,641 | $ | (200,000 | ) | $ | 309,641 | |||||
Revolving credit agreements outstanding (non-current liabilities) |
$ | 0 | $ | 200,000 | $ | 200,000 | ||||||
Total Liabilities |
$ | 655,006 | $ | 0 | $ | 655,006 |
Corrected Item in Condensed Consolidated Statement of Cash Flow (unaudited) (in thousands)
For the Six Months Ended June 30, 2023 |
As Presented in Earnings Release |
Adjustment | As Corrected | |||||||||
Supplemental disclosure of cash financing activities: |
||||||||||||
Cash used in operating activities related to operating leases |
$ | 4,502 | $ | 580 | $ | 5,082 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
99.1 | Corrected financial information in the Earnings Release | |
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.
Date: August 14, 2023 | ADTRAN Holdings, Inc. | |||||
By: | /s/ Ulrich Dopfer | |||||
Ulrich Dopfer | ||||||
Chief Financial Officer |
Exhibit 99.1
Corrected Financial Information
On August 6, 2023, ADTRAN Holdings, Inc. (the Company) issued a press release that reported the Companys financial results for the fiscal quarter and six months ended June 30, 2023 (the Earnings Release). A copy of the Earnings Release was attached as Exhibit 99.1 to the Companys Current Report on Form 8-K that was furnished to the Securities and Exchange Commission on August 7, 2023. As disclosed in the Companys Current Report on Form 8-K filed with the SEC on August 10, 2023 (the August 10, 2023 Form 8-K), subsequent to Companys second fiscal quarter earnings call on August 8, 2023 and during the preparation of its unaudited condensed consolidated financial statements to be included in the Companys Form 10-Q for the second fiscal quarter ended June 30, 2023 (the Q2 Form 10-Q), the Company determined that the principal amount of indebtedness outstanding under the Companys revolving credit facility with a syndicate of banks, including Wells Fargo Bank, National Association (Wells Fargo), should be classified as noncurrent liabilities on the Companys consolidated balance sheet. Therefore, the outstanding Wells Fargo revolving credit facility balances for the following prior periods were misclassified in the Earnings Release and have been adjusted from current to noncurrent liabilities on the balance sheets set forth in the Earnings Release as follows: $60.0 million as of December 31, 2022, and $200.0 million as of June 30, 2023. The adjustment of credit facility balances did not have any impact on, or result in any change to, the consolidated statements of income (loss), statements of cash flows and non-GAAP measures presented in the Earnings Release. Furthermore, the Company corrected an error in a supplemental disclosure of cash financing activities in the condensed consolidated statements of cash flow that appeared in the Earnings Release cash used in operating activities related to operating leases, which amount for the six months ended June 30, 2023 should have been $5.082 million rather than $4.502 million.
Corrected versions of the condensed consolidated balance sheets and condensed consolidated statements of cash flows appearing in the Earnings Release are provided below (with the corrected or restated information identified by a ^):
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
June 30, 2023 |
December 31, 2022 |
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Assets |
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Current Assets |
||||||||
Cash and cash equivalents |
$ | 124,294 | $ | 108,644 | ||||
Short-term investments |
3,089 | 340 | ||||||
Accounts receivable, net |
239,565 | 279,435 | ||||||
Other receivables |
32,394 | 32,831 | ||||||
Inventory, net |
416,802 | 427,531 | ||||||
Prepaid expenses and other current assets |
33,880 | 33,577 | ||||||
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Total Current Assets |
850,024 | 882,358 | ||||||
Property, plant and equipment, net |
115,719 | 110,699 | ||||||
Deferred tax assets |
82,076 | 67,839 | ||||||
Goodwill |
388,163 | 381,724 | ||||||
Intangibles, net |
355,084 | 401,211 | ||||||
Other non-current assets |
60,634 | 66,998 | ||||||
Long-term investments |
31,238 | 32,665 | ||||||
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|
|
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Total Assets |
$ | 1,882,938 | $ | 1,943,494 | ||||
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Liabilities, Redeemable Non-Controlling Interest and Equity |
||||||||
Current Liabilities |
||||||||
Accounts payable |
$ | 171,735 | $ | 237,699 | ||||
Revolving credit agreements outstanding |
10,912 | ^ | 35,936 | ^ | ||||
Notes payable |
| 24,598 | ||||||
Unearned revenue |
48,030 | 41,193 | ||||||
Accrued expenses and other liabilities |
26,807 | 35,235 | ||||||
Accrued wages and benefits |
36,843 | 44,882 | ||||||
Income tax payable, net |
15,314 | 9,032 | ||||||
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|
|
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Total Current Liabilities |
309,641 | ^ | 428,575 | ^ | ||||
Non-current revolving credit agreement outstanding |
200,000 | ^ | 60,000 | ^ | ||||
Deferred tax liabilities |
44,614 | 61,629 | ||||||
Non-current unearned revenue |
24,111 | 19,239 | ||||||
Pension liability |
10,883 | 10,624 | ||||||
Deferred compensation liability |
28,522 | 26,668 | ||||||
Non-current lease obligations |
20,834 | 22,807 | ||||||
Other non-current liabilities |
16,401 | 10,339 | ||||||
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|
|
|
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Total Liabilities |
655,006 | 639,881 | ||||||
Redeemable Non-Controlling Interest |
445,462 | | ||||||
Equity |
||||||||
Common stock |
787 | 781 | ||||||
Additional paid-in capital |
766,428 | 895,834 | ||||||
Accumulated other comprehensive income |
62,208 | 46,713 | ||||||
Retained (deficit) earnings |
(41,010 | ) | 55,338 | |||||
Treasury stock |
(5,943 | ) | (4,125 | ) | ||||
Non-controlling interest |
| 309,072 | ||||||
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|
|
|
|||||
Total Equity |
782,470 | 1,303,613 | ||||||
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Total Liabilities, Redeemable Non-Controlling Interest and Equity |
$ | 1,882,938 | $ | 1,943,494 | ||||
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Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Six Months Ended June 30, |
||||||||
2023 | 2022 | |||||||
Cash flows from operating activities: |
||||||||
Net (loss) income |
$ | (76,668 | ) | $1,016 | ||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
||||||||
Depreciation and amortization |
67,467 | 7,235 | ||||||
Amortization of debt issuance cost |
291 | | ||||||
(Gain) loss on investments |
(4,530 | ) | 7,882 | |||||
Stock-based compensation expense |
8,103 | 3,781 | ||||||
Deferred income taxes |
(31,962 | ) | (93 | ) | ||||
Other, net |
130 | 27 | ||||||
Inventory reserves |
20,885 | (4,296 | ) | |||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable, net |
40,975 | (14,315 | ) | |||||
Other receivables |
561 | 2,606 | ||||||
Inventory |
(6,920 | ) | (53,982 | ) | ||||
Prepaid expenses, other current assets and other assets |
7,105 | 671 | ||||||
Accounts payable |
(67,923 | ) | 42,968 | |||||
Accrued expenses and other liabilities |
110 | 2,179 | ||||||
Income taxes payable, net |
6,216 | (1,597 | ) | |||||
|
|
|
|
|||||
Net cash used in by operating activities |
(36,160 | ) | (5,918 | ) | ||||
|
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|
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Cash flows from investing activities: |
||||||||
Purchases of property, plant and equipment |
(20,118 | ) | (3,285 | ) | ||||
Proceeds from sales and maturities of available-for-sale investments |
2,074 | 25,071 | ||||||
Purchases of available-for-sale investments |
(580 | ) | (17,002 | ) | ||||
Proceeds from beneficial interests in securitized accounts receivable |
1,156 | | ||||||
|
|
|
|
|||||
Net cash (used in) provided by investing activities |
(17,468 | ) | 4,784 | |||||
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|
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Cash flows from financing activities: |
||||||||
Tax withholdings related to stock-based compensation settlements |
(6,315 | ) | (333 | ) | ||||
Proceeds from stock option exercises |
163 | 636 | ||||||
Dividend payments |
(14,156 | ) | (8,877 | ) | ||||
Proceeds from draw on revolving credit agreements |
163,729 | 28,000 | ||||||
Repayment of revolving credit agreements |
(49,155 | ) | (28,000 | ) | ||||
Non-controlling interest put option buyback |
(1,202 | ) | | |||||
Repayment of notes payable |
(24,885 | ) | | |||||
|
|
|
|
|||||
Net cash provided by (used in) financing activities |
68,179 | (8,574 | ) | |||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents |
14,551 | (9,708 | ) | |||||
Effect of exchange rate changes |
1,099 | (3,742 | ) | |||||
Cash and cash equivalents, beginning of period |
108,644 | 56,818 | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ | 124,294 | $ | 43,368 | ||||
|
|
|
|
|||||
Supplemental disclosure of cash financing activities: |
||||||||
Cash paid for interest |
$ | 4,719 | $ | 124 | ||||
Cash used in operating activities related to operating leases |
$ | 5,082 | ^ | $ | 915 | |||
Supplemental disclosure of non-cash investing activities: |
||||||||
Right-of-use assets obtained in exchange for lease obligations |
$ | 515 | $ | 552 | ||||
Purchases of property, plant and equipment included in accounts payable |
$ | 2,662 | $ | 818 |
Document and Entity Information |
Aug. 06, 2023 |
---|---|
Cover [Abstract] | |
Amendment Flag | true |
Entity Central Index Key | 0000926282 |
Document Type | 8-K/A |
Document Period End Date | Aug. 06, 2023 |
Entity Registrant Name | ADTRAN Holdings, Inc. |
Entity Incorporation State Country Code | DE |
Entity File Number | 000-41446 |
Entity Tax Identification Number | 87-2164282 |
Entity Address, Address Line One | 901 Explorer Boulevard |
Entity Address, City or Town | Huntsville |
Entity Address, State or Province | AL |
Entity Address, Postal Zip Code | 35806-2807 |
City Area Code | (256) |
Local Phone Number | 963-8000 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, Par Value $0.01 |
Trading Symbol | ADTN |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Amendment Description | This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K of ADTRAN Holdings, Inc. (the “Company”), originally furnished by the Company to the Securities and Exchange Commission (the “SEC”) on August 7, 2023 (the “Initial 8-K”). The sole purpose for filing this Form 8-K/A is to correct certain information contained in Exhibit 99.1 to the Initial Form 8-K related to the Company’s consolidated balance sheets at June 30, 2023 and December 31, 2022 and statement of cash flow for the six months ended June 30, 2023, as described further below. The information contained herein is being furnished pursuant to Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. |
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