Form 8-K Adtran Inc

Current report, items 2.02 and 9.01

Published: 2019-09-20 17:23:39
Submitted: 2019-09-20
Period Ending In: 2019-09-20
adtn-8k_20190920.htm 8-K


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adtn-8k_20190920.htm

false ADTRAN INC 0000926282 630918200 630918200 0000926282 2019-09-20 2019-09-20

 

 

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

Date of Report (Date of earliest event reported): September 20, 2019

 

ADTRAN, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-24612

63-0918200

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

901 Explorer Boulevard

Huntsville, Alabama

 

35806-2807

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (256) 963-8000

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:

 

Title of each class

 

Trading Symbol

 

Name of exchange on which registered

Common Stock, Par Value $0.01

 

ADTN

 

The NASDAQ Global Select Market

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 2.02Results of Operations and Financial Condition.

 

On September 20, 2019, ADTRAN, Inc. (“ADTRAN”) filed its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019 (the “Q2 Form 10-Q”).  In connection with the filing of the Q2 Form 10-Q, ADTRAN has updated its operating income which impacted its non-GAAP operating income and non-GAAP net income financial measures and related reconciliations for the three and six months ended June 30, 2019 from the preliminary measures and reconciliations that were previously disclosed in Exhibit 99.1 to ADTRAN’s Current Report on Form 8-K furnished to the Securities and Exchange Commission on July 18, 2019.  This supplemental information is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.  This supplemental 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01Financial Statements and Exhibits.

 



Exhibit Number

Description

99.1

Supplemental Information – Non-GAAP Financial Measures and Reconciliations for the Three and Six Months Ended June 30, 2019

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: September 20, 2019                                            ADTRAN, Inc.

By: /s/ Michael Foliano
Michael Foliano
Senior Vice President of Finance and

Chief Financial Officer

 

 

adtn-ex991_6.htm EX-99.1


adtn-ex991_6.htm

EXHIBIT 99.1

Supplemental Information

Reconciliation of Operating Income (Loss) to Non-GAAP Operating Income (Loss)

(Unaudited)

 

 

Three Months ended

June 30,

 

 

Six Months ended

June 30,

 

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

Operating Income (Loss)

 

$

562

 

 

$

(12,813

)

 

$

(5,605

)

 

$

(39,460

)

 

Acquisition related expenses, amortizations and adjustments

 

 

1,506

 

(1)

 

1,142

 

(7)

 

3,003

 

(10)

 

1,725

 

(13)

Stock-based compensation expense

 

 

1,454

 

(2)

 

1,784

 

(8)

 

3,313

 

(11)

 

3,603

 

(14)

Restructuring expenses

 

 

1,400

 

(3)

 

1,025

 

(9)

 

3,463

 

(12)

 

6,975

 

(15)

Deferred compensation income (expense)

 

 

683

 

(4)

 

132

 

(4)

 

2,807

 

(4)

 

(254

)

(4)

Gain on contingency

 

 

(1,230

)

(5)

 

 

 

 

(1,230

)

(5)

 

 

 

Settlement income

 

 

(746

)

(6)

 

 

 

 

(746

)

(6)

 

 

 

Non-GAAP Operating Income (Loss)

 

$

3,629

 

 

$

(8,730

)

 

$

5,005

 

 

$

(27,411

)

 

(1) $0.4 million is included in total cost of sales, $0.6 million is included in selling, general and administrative expenses and $0.5 million is included in research and development expenses on the consolidated statements of income.

(2) $0.1 million is included in total cost of sales, $0.7 million is included in selling, general and administrative expenses and $0.7 million is included in research and development expenses on the consolidated statements of income.

(3) $0.1 million is included in total cost of sales, $0.7 million is included in selling, general and administrative expenses and $0.6 million is included in research and development expenses on the consolidated statements of income.

(4) Includes non-cash change in fair value of equity investments held in the ADTRAN, Inc. Deferred Compensation Program for Employees (as amended and restated as of June 1, 2010) per ASU 2016-01, all of which is included in selling, general and administrative expenses on the consolidated statement of income.

(5) Includes gain related to unearned contingent liabilities recognized upon the acquisition of a business in November 2018.

(6) Includes income related to certain freight forwarder claim settlements which were received during the three months ended June 30, 2019, all of which is included in total cost of sales on the consolidated statements of income.

(7) $0.4 million is included in total cost of sales, $0.3 million is included in selling, general and administrative expenses and $0.4 million is included in research and development expenses on the consolidated statements of income.

(8) $0.1 million is included in total cost of sales, $1.0 million is included in selling, general and administrative expenses and $0.7 million is included in research and development expenses on the consolidated statements of income.

(9) $0.4 million is included in total cost of sales and $0.6 million is included in selling, general and administrative expenses on the consolidated statements of income.

(10) $0.9 million is included in total cost of sales, $1.1 million is included in selling, general and administrative expenses and $1.0 is included in research and development expenses on the consolidated statements of income.

(11) $0.2 million is included in total cost of sales, $1.7 million is included in selling, general and administrative expenses and $1.4 million is included in research and development expenses on the consolidated statements of income.

(12) $0.7 million is included in total cost of sales, $1.5 million is included in selling, general and administrative expenses and $1.2 million is included in research and development expenses on the consolidated statements of income.

(13) $0.5 million is included in total cost of sales, $0.6 million is included in selling, general and administrative expenses and $0.7 million is included in research and development expenses on the consolidated statements of income.

(14) $0.2 million is included in total cost of sales, $2.0 million is included in selling, general and administrative expenses and $1.4 million is included in research and development expenses on the consolidated statements of income.

(15) $2.8 million is included in total cost of sales, $2.4 million is included in selling, general and administrative expenses and $1.8 million is included in research and development expenses on the consolidated statements of income.


 

 


Reconciliation of Net Income (Loss) and Earnings (Loss) per Common Share – Basic and Diluted to Non-GAAP

Net Income (Loss) and Non-GAAP Earnings (Loss) per Common Share – Basic and Diluted

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months ended

June 30,

 

 

 

Six Months ended

June 30,

 

 

 

 

2019

 

 

2018

 

 

 

2019

 

 

2018

 

 

Net Income (Loss)

 

$

3,995

 

 

$

(7,670

)

 

 

$

4,765

 

 

$

(18,484

)

 

Acquisition related expenses, amortizations and adjustments

 

 

1,506

 

 

 

1,142

 

 

 

 

3,003

 

 

 

1,725

 

 

Stock-based compensation expense

 

 

1,454

 

 

 

1,784

 

 

 

 

3,313

 

 

 

3,603

 

 

Restructuring expenses

 

 

1,400

 

 

 

1,025

 

 

 

 

3,463

 

 

 

6,975

 

 

Pension expense(1)

 

 

199

 

 

 

62

 

 

 

 

402

 

 

 

126

 

 

Gain on contingency

 

 

(1,230

)

 

 

 

 

 

 

(1,230

)

 

 

 

 

Settlement income

 

 

(746

)

 

 

 

 

 

 

(746

)

 

 

 

 

Gain on bargain purchase of a business

 

 

 

 

 

 

 

 

 

 

 

 

(11,322

)

 

Tax effect of adjustments to net income (loss)

 

 

(714

)

 

 

(927

)

 

 

 

(2,238

)

 

 

(3,033

)

 

Non-GAAP Net Income (Loss)

 

$

5,864

 

 

$

(4,584

)

 

 

$

10,732

 

 

$

(20,410

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – basic

 

 

47,802

 

 

 

47,856

 

 

 

 

47,792

 

 

 

48,043

 

 

Weighted average shares outstanding – diluted

 

 

48,036

 

 

 

47,856

 

 

 

 

47,939

 

 

 

48,043

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per common share - basic

 

$

0.08

 

 

$

(0.16

)

 

 

$

0.10

 

 

$

(0.38

)

 

Earnings (loss) per common share - diluted

 

$

0.08

 

 

$

(0.16

)

 

 

$

0.10

 

 

$

(0.38

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP earnings (loss) per common share - basic

 

$

0.12

 

 

$

(0.10

)

 

 

$

0.22

 

 

$

(0.42

)

 

Non-GAAP earnings (loss) per common share - diluted

 

$

0.12

 

 

$

(0.10

)

 

 

$

0.22

 

 

$

(0.42

)

 

 

(1) Includes amortization of actuarial losses related to the Company's pension plan for employees in certain foreign countries.

 

 

 

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