UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Amendment No. 2
CURRENT REPORT
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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 | ||||||