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Document and Entity Information - shares
3 Months Ended
Mar. 31, 2023
May 08, 2023
Cover [Abstract]    
Document Type 10-Q/A  
Amendment Flag true  
Document Period End Date Mar. 31, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q1  
Entity Registrant Name ADTRAN Holdings, Inc.  
Trading Symbol ADTN  
Entity Central Index Key 0000926282  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   78,655,333
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Entity File Number 001-41446  
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  
Entity Incorporation, State or Country Code DE  
Document Quarterly Report true  
Document Transition Report false  
Title of 12(b) Security Common Stock, Par Value $0.01 per share  
Security Exchange Name NASDAQ  
Amendment Description ADTRAN Holdings, Inc. (“ADTRAN,” the “Company,” “we,” “us” or “our”) is filing this Amendment No. 2 on Form 10-Q/A (this “Amendment No. 2”) to amend and restate certain portions of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2023, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 10, 2023 (the "Original Filing") and subsequently amended on August 14, 2023 (“Amendment No. 1”).As previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on February 20, 2024, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) concluded, after considering the recommendations of management, that the results attributable to the non-controlling interest and the net loss attributable to the Company and, as a consequence, the loss per common share attributable to the Company, were materially misstated in (i) the Company’s unaudited condensed consolidated financial statements as of and for the quarter ended March 31, 2023 included in Amendment No. 1, (ii) the Company’s unaudited condensed consolidated financial statements as of and for the quarter and six months period ended June 30, 2023 included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 and (iii) the Company’s unaudited condensed consolidated financial statements as of and for the quarter and nine months period ended September 30, 2023 included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, respectively (collectively, the “Non-Reliance Periods”), and that such financial statements should no longer be relied upon.The misstatements occurred following the effectiveness of the Domination Profit and Loss Transfer Agreement ("DPLTA") between the Company and the Company's majority-owned subsidiary, Adtran Networks SE (formerly ADVA Optical Networking SE and referred to herein as “ADVA”) upon the registration of the DPLTA with the commercial register on January 16, 2023. Pursuant to the DPLTA, the minority shareholders of Adtran Networks are guaranteed recurring cash compensation commencing with respect to the 2023 fiscal year. The Company incorrectly presented the guaranteed cash compensation attributable to the non-controlling interest as a loss rather than income attributable to the non-controlling interest during the Non-Reliance Periods. This error resulted in an overstatement of net loss attributable to the non-controlling interest and an understatement of net loss attributable to the Company and loss per common share attributable to ADTRAN Holdings, Inc. - basic and diluted. Additionally, the Company identified an error in the allocation of comprehensive income (loss) attributable to non-controlling interest. This error resulted in an understatement of comprehensive loss attributable to non-controlling interest and an overstatement of comprehensive loss attributable to the Company. This error also resulted in an understatement of additional paid-in capital and overstatement of accumulated other comprehensive income.  In connection with the Q1 2023 restatement and the filing of this Amendment No. 2, the Company has also revised its condensed consolidated balance sheet and condensed consolidated statement of changes in equity as of December 31, 2022 to correct for an error that the Company determined was not material to the Company’s Q3, Q4 and full year 2022 consolidated financial statements as further described in Note 1 “Basis of Presentation”. Refer to Note 1, “Basis of Presentation”, of Notes to Condensed Consolidated Financial Statements of this Form 10-Q/A for additional information and for the summary of the accounting impacts of the restatement and revision adjustments to the Company’s condensed consolidated financial statements. As a result of the above described errors and the identification of the material weaknesses (as described in Item 4 of this Amendment No. 2), the Company is filing this Amendment No. 2 to (i) restate the disclosure on the effectiveness of the Company’s disclosure controls in Part I, Item 4 of Amendment No.1 to reflect the material weaknesses in the Company's internal control over financial reporting that existed as of March 31, 2023, (ii) restate the Company’s Condensed Consolidated Balance Sheets and the Condensed Consolidated Statement of Changes in Equity to reflect adjustments to additional paid-in capital and accumulated other comprehensive income (iii) restate the Company’s Condensed Consolidated Statements of Loss to reflect adjustments to net loss attributable to non-controlling interest, net loss attributable to the Company, and loss per common share attributable to the Company – basic and diluted, (iv) restate the Company’s Condensed Consolidated Statements of Comprehensive Loss to reflect adjustments to comprehensive income attributable to non-controlling interest and comprehensive loss attributable to the Company (v) restate two risk factors related to the Company's material weaknesses and restatements, (vi) restate the disclosure in Part I, Item 2, MD&A of Amendment No. 1 to reflect the adjustments discussed above and (vii) amend Part II – Item 6 (Exhibits) of Amendment No. 1 to include currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by Section 302 and 906 of the Sarbanes-Oxley Act of 2002.Pursuant to Rule 12b-15 promulgated by the SEC under the Securities Exchange Act of 1934, as amended, the Company has included the entire text of Part I, Items 1, 2 and 4, as well as Part II, Items 1A and 6, of the Original Filing, as previously amended by Amendment No. 1, in this Amendment No. 2. There have been no changes to the text of Part I, Items 1, 2 and 4, or Part II, Items 1A and 6, other than the changes stated in the immediately preceding paragraph. Other than as described above and through the inclusion with this Amendment No. 2 of new certifications by management, this Amendment No. 2 speaks only as of the date of the Original Filing and does not amend, supplement, or update any information contained in the Original Filing, as amended by Amendment No. 1, to give effect to any subsequent events (including with respect to the cover page of the Original Filing, which has been updated only to present this filing as Amendment No. 2). Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing, Amendment No. 1, and our reports (including any amendments thereto) filed with the SEC subsequent to Amendment No. 1.