ADTRAN Holdings Inc

Previous wording

Additionally, and subject to certain limitations pursuant to applicable law and the specific terms of the DPLTA, the DPLTA provides that Adtran Networks shareholders (other than us) be offered, at their election, (i) to put their Adtran Networks shares to the Company in exchange for compensation in cash of €17.21 per share plus guaranteed interest (the "Exit Compensation"), or (ii) to remain Adtran Networks shareholders and receive a recurring compensation in cash of €0.59 (€0.52 net under the current tax regime) per share for each full fiscal year of Adtran Networks (the “Annual Recurring Compensation”). The guaranteed interest component under the Exit Compensation is calculated from the effective date of the DPLTA to the date the shares are tendered, less any Annual Recurring Compensation paid. The guaranteed interest rate is 5.0% plus a variable component that was 3.62% as of March 31, 2024. The Annual Recurring Compensation is due on the third banking day following the ordinary general shareholders’ meeting of Adtran Networks for the respective preceding fiscal year, which is expected to occur on June 28, 2024 (but in any event within eight months following expiration of the fiscal year), and it will be payable for the first time after the ordinary general shareholders’ meeting of Adtran Networks in 2024 for the fiscal year ended December 31, 2023. The adequacy of both forms of compensation has been challenged by minority shareholders of Adtran Networks via court-led appraisal proceedings under German law, and it is possible that the courts in such appraisal proceedings may adjudicate a higher Exit Compensation or Annual Recurring Compensation (in each case, including interest thereon) than agreed upon in the DPLTA.

Current wording

Additionally, and subject to certain limitations pursuant to applicable law and the specific terms of the DPLTA, the DPLTA provides that Adtran Networks shareholders (other than us) be offered, at their election, (i) to put their Adtran Networks shares to the Company in exchange for compensation in cash of €17.21 per share plus guaranteed interest ("Exit Compensation"), or (ii) to remain Adtran Networks shareholders and receive a recurring compensation in cash of €0.59 (€0.52 net under the current tax regime) per share for each full fiscal year of Adtran Networks (“Annual Recurring Compensation”). The guaranteed interest component under the Exit Compensation is calculated from the effective date of the DPLTA to the date the shares are tendered, less any Annual Recurring Compensation paid. The guaranteed interest rate is 5.0% plus a variable component that was 3.62% as of June 30, 2024. The Annual Recurring Compensation is due on the third banking day following the ordinary general shareholders’ meeting of Adtran Networks for the respective preceding fiscal year (but in any event within eight months following expiration of the fiscal year). With respect to the 2023 fiscal year, Adtran Networks’ ordinary general shareholders’ meeting occurred on June 28, 2024, and, therefore, the Annual Recurring Compensation was paid on July 3, 2024. The adequacy of both forms of compensation has been challenged by minority shareholders of Adtran Networks via court-led appraisal proceedings under German law, and it is possible that the courts in such appraisal proceedings may adjudicate a higher Exit Compensation or Annual Recurring Compensation (in each case, including interest thereon) than agreed upon in the DPLTA.

Previous wording

The opportunity for outside Adtran Networks shareholders to tender Adtran Networks shares in exchange for Exit Compensation had been scheduled to expire on March 16, 2023. However, due to the appraisal proceedings that have been initiated in accordance with applicable German law, this time period for tendering shares has been extended pursuant to the German Stock Corporation Act (Aktiengesetz) and will end two months after the date on which a final decision in such appraisal proceedings has been published in the Federal Gazette (Bundesanzeiger). For the three months ended March 31, 2024 and 2023, less than one thousand and 62 thousand shares, respectively, of Adtran Networks stock was tendered to the Company and Exit Compensation payments of approximately €4 thousand and €1.1 million, respectively, or approximately $5 thousand and $1.2 million based on an exchange rate as of March 31, 2024 and 2023, respectively, were paid to Adtran Networks shareholders.

Current wording

The opportunity for outside Adtran Networks shareholders to tender Adtran Networks shares in exchange for Exit Compensation had been scheduled to expire on March 16, 2023. However, due to the appraisal proceedings that have been initiated in accordance with applicable German law, this time period for tendering shares has been extended pursuant to the German Stock Corporation Act (Aktiengesetz) and will end two months after the date on which a final decision in such appraisal proceedings has been published in the Federal Gazette (Bundesanzeiger). For the three and six months ended June 30, 2024, approximately one thousand shares of Adtran Networks stock were tendered to the Company. This resulted in Exit Compensation payments of approximately €19 thousand and €23 thousand, respectively, or approximately $20 thousand and $25 thousand, respectively, based on an exchange rate as of June 30, 2024, were paid to Adtran Networks shareholders.

Previous wording

We currently hold 33,957,538 no-par value bearer shares of Adtran Networks, representing 65.32% of Adtran Networks outstanding shares as of March 31, 2024.

Current wording

We currently hold 34,026,174 no-par value bearer shares of Adtran Networks, representing 65.37% of Adtran Networks outstanding shares as of June 30, 2024.

Previous wording

During the fourth quarter of 2022, the Company initiated a multi-year integration program designed to optimize the assets, business processes, and information technology systems of the Company. During the three months ended March 31, 2023, we recognized $2.4 million of integration costs related to the Business Combination, of restructuring costs relating to the Business Combination under the multi-year integration program that are included in cost of revenue, selling, general and administrative expenses and research and development expenses in the Condensed Consolidated Statement of Loss. The Company does not anticipate additional material expenses to be incurred in connection with this integration program. See Note 19 of the Notes to Condensed Consolidated Financial Statements, included in Part I, Item 1 of this report for additional information.

Current wording

During the fourth quarter of 2022, the Company initiated a multi-year integration program designed to optimize the assets, business processes, and information technology systems of the Company. During the three and six months ended June 30, 2023, we recognized $0.6 million and $1.4 million, respectively, of integration costs related to the Business Combination that are included in selling, general and administrative expenses in the Condensed Consolidated Statement of Loss. We did not incur any costs related to our multi-year integration program in the three and six months ended June 30, 2024, respectively. The Company does not anticipate additional material expenses to be incurred in connection with this integration program. See Note 19 of the Notes to Condensed Consolidated Financial Statements, included in Part I, Item 1 of this report for additional information.

Previous wording

On November 6, 2023, due to the uncertainty around the current macroeconomic environment and its impact on customer spending levels, the Company’s management decided to implement a business efficiency program (the “Business Efficiency Program”) targeting the reduction of ongoing operating expenses and focusing on capital efficiency inclusive of certain salary reductions, an early retirement program, a site consolidation plan to include lease impairments and the partial sale of owned real estate (including the potential sale of portions of our headquarters), inventory write downs from product discontinuances, and the suspension of the quarterly dividend. The Business Efficiency Program expands upon other recently implemented restructuring efforts and synergy costs following the Business Combination. For instance, on August 17, 2023, the Company’s management determined to discontinue its copper-based Digital Subscriber Line broadband access technology products and its fixed wireless access products in its Network Solutions segment. Furthermore, on September 29, 2023, the Company’s management decided to exit the "IoT" gateway market (indoor and outdoor), a subset of the broader IoT market (together with the other product discontinuations, the “Discontinuations”). On October 25, 2023, all employees were informed of certain personnel measures, which included the reduction of salary for select management, a reduction of approximately 5% of the workforce, an early retirement program and a hiring freeze. Additionally, on April 11, 2024, management determined to close a facility in Greifswald, Germany. The closure of the facility is expected to be substantially completed by June 30, 2024.

Current wording

On November 6, 2023, due to the uncertainty around the current macroeconomic environment and its impact on customer spending levels, the Company’s management decided to implement a business efficiency program (“Business Efficiency Program”) targeting the reduction of ongoing operating expenses and focusing on capital efficiency inclusive of certain salary reductions, an early retirement program, a site consolidation plan to include lease impairments and the partial sale of owned real estate (including the potential sale of portions of our headquarters), inventory write downs from product discontinuances, and the suspension of the quarterly dividend. The Business Efficiency Program expands upon other recently implemented restructuring efforts and synergy costs following the Business Combination. For instance, on August 17, 2023, the Company’s management determined to discontinue its copper-based Digital Subscriber Line broadband access technology products and its fixed wireless access products in its Network Solutions segment. Furthermore, on September 29, 2023, the Company’s management decided to exit the "IoT" gateway market (indoor and outdoor), a subset of the broader IoT market (together with the other product discontinuations, the “Discontinuations”). On October 25, 2023, all employees were informed of certain personnel measures, which included the reduction of salary for select management, a reduction of approximately 5% of the workforce, an early retirement program and a hiring freeze. Additionally, on April 11, 2024, management determined to close a facility in Greifswald, Germany. The closure of the facility is expected to be completed by December 31, 2024.

Previous wording

During the three months ended March 31, 2024, we recognized $17.1 million of costs related to the Business Efficiency Program. The costs recognized during the three months ended March 31, 2024, included charges of $8.8 million as a result of a strategy shift which included discontinuance of certain items in connection with the Business Efficiency Program, of which, $4.0 million relates to inventory write-downs and $4.8 million relates to other charges, and are included in cost of revenue in the Condensed Consolidated Statements of Loss. Since the inception of the Business Efficiency Program, we recognized $42.2 million of costs. We expect costs in the second quarter 2024 and thereafter relating to the Business Efficiency Program to range between $20.6 million and $35.8 million. Management expects these planned costs to include severance costs ranging from $17.3 million to $28.3 million in connection with an early retirement program and reductions in workforce and site consolidation transaction expenses (primarily brokers fees and Greifswald exit costs) ranging from $3.3 million to $7.5 million. Future cash payments include: severance costs and outplacement fees that are anticipated to be in the range of $18.1 million to $29.1 million and payments relating to the site consolidation transaction expenses that are anticipated to be in the range of $3.1 million to $7.3 million. We may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the Business Efficiency Program, including potential impairment charges related to the discontinuance of additional product lines, regulatory requirements related to personnel measures, and site closures. However, we are not able to estimate the amount or range of amounts of such potential incremental charges as of the date of this filing. If required, we will amend this disclosure at such time as management is able in good faith to estimate the amount, or range of amounts, of these charges.

Current wording

During the three and six months ended June 30, 2024, we recognized $17.5 million and $34.6 million of costs related to the Business Efficiency Program, respectively. The costs recognized during the six months ended June 30, 2024, included charges of $8.9 million as a result of a strategy shift which included discontinuance of certain items in connection with the Business Efficiency Program, of which, $4.1 million relates to inventory write-downs and $4.8 million relates to other charges, and are included in cost of revenue in the Condensed Consolidated Statements of Loss. Since the inception of the Business Efficiency Program, we recognized $59.7 million of costs. We expect costs in the third quarter 2024 and thereafter relating to the Business Efficiency Program to range between $8.1 million and $19.1 million. Management expects these planned costs to include severance costs ranging from $4.6 million to $11.4 million in connection with reductions in workforce and site consolidation transaction expenses (primarily brokers fees and Greifswald exit costs) ranging from $3.5 million to $7.7 million. The broker fees related to our site consolidation expenses will be netted against proceeds upon the sale of the building(s). Future cash payments include: severance costs and outplacement fees that are anticipated to be in the range of $21.3 million to $28.1 million, payments relating to the site consolidation transaction expenses that are anticipated to be in the range of $3.4 million to $7.6 million and remaining payments related to the inventory strategy shift of $2.0 million. We may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the Business Efficiency Program, including potential impairment charges related to the discontinuance of additional product lines, regulatory requirements related to personnel measures, and site closures. However, we are not able to estimate the amount or range of amounts of such potential incremental charges as of the date of this filing. If required, we will amend this disclosure at such time as management is able in good faith to estimate the amount, or range of amounts, of these charges.

Previous wording

During the three months ended March 31, 2024 and 2023, we recognized $0.5 million and $0.8 million of integration costs related to the Business Combination, respectively, that are included in selling, general and administrative expenses, research & development expenses and cost of revenue in the Condensed Consolidated Statement of Loss. We expect to incur additional integration costs and expenses associated with the implementation of the DPLTA throughout 2024 and such costs are expected to be material. These costs are separate and apart from the costs associated with the integration program discussed above.

Current wording

During the three and six months ended June 30, 2024, we recognized $0.7 million and $1.2 million of integration costs related to the Business Combination were incurred. During the three and six months ended June 30, 2023, $0.6 million and $1.4 million of integration costs related to the Business Combination were incurred, respectively. These transaction costs are included in selling, general and administrative expenses, research & development expenses and cost of revenue in the Condensed Consolidated Statement of Loss. We expect to incur additional integration costs and expenses associated with the implementation of the DPLTA throughout 2024 and such costs are expected to be material. These costs are separate and apart from the costs associated with the integration program discussed above.

Previous wording

We ended the first quarter of 2024 with a year-over-year revenue decreased 30.2% as compared to the three months ended March 31, 2023, driven by decreased volume of sales activity due to customers' focus on reducing inventory levels and the continued macroeconomic environment impacting the spending behavior of our customers. During the first quarter of 2024, we had two customers with revenues greater than 10.0%, which were both international Service Provider customers and our five largest customers comprised 38.7% of our revenue. Our year-over-year domestic revenue decreased by 36.6% and continued to be impacted by macroeconomic factors and elevated inventory levels. Internationally, our year-over-year revenue decreased by 25.8%, primarily driven by the unfavorable impact on revenue as a result of the strengthened U.S. dollar and decreased shipments to two Large network operators and one alternative network operator in Europe.

Current wording

We ended the second quarter of 2024 with a year-over-year revenue decrease of 31.0% as compared to the three months ended June 30, 2023, driven by decreased volume of sales activity due to customers' focus on reducing inventory levels and continuing uncertain macroeconomic conditions related to ongoing inflationary pressures, continued elevated interest rates, currency fluctuations and political tensions which impacted the spending behavior of our customers. During the second quarter of 2024, we had no customers with revenues greater than 10.0% and our five largest customers comprised 28.0% of our revenue. Our year-over-year domestic revenue decreased by 18.7% and continued to be impacted by elevated customer inventory levels, continuing effects of uncertain macroeconomic conditions and decreased shipments to distributor customers. Internationally, our year-over-year revenue decreased by 39.3%, primarily driven by the unfavorable impact on revenue as a result of the strengthened U.S. dollar and decreased shipments to network operators in Europe.

Previous wording

The continuing macroeconomic environment and excess inventory in our industry impacted revenue in the first quarter of 2024. Access & Aggregation and Optical Networking revenue categories experienced a general slowdown in revenue as a result of reduced spending by our Service Provider customers as they continue to reduce inventory levels and monitor uncertain macroeconomic conditions related to continued elevated interest rates and ongoing inflationary pressures. Despite these challenges, we have maintained our emphasis on product development to enable us to respond to rapidly changing technology and evolving industry standards. For example, we expect public funding through projects such as IPCEI ME/CT to further our research and development for new communication technologies. Additionally, public funding through the Broadband Equity, Access and Deployment Program is expected to commence in late 2024 through 2026, which provides a positive outlook for the future. In Europe, we continue to see increased activity from high-risk vendor replacement and broadband subsidy programs.

Current wording

Access & Aggregation and Optical Networking revenue categories experienced a general slowdown in revenue as a result of reduced spending by our Service Provider customers as they continue to reduce excess inventory levels and monitor the uncertain macroeconomic conditions. Despite these challenges, we have maintained our emphasis on product development to enable us to respond to rapidly changing technology and evolving industry standards. For example, we expect public funding through projects such as IPCEI ME/CT to further our research and development for new communication technologies. Additionally, public funding through the Broadband Equity, Access and Deployment Program is expected to commence in late 2024 through 2026, which provides a positive outlook for the future. In Europe, we continue to see increased activity from high-risk vendor replacement and broadband subsidy programs.

Previous wording

Our operating results have fluctuated and may continue to fluctuate on a quarterly basis due to several factors, including customer order activity, prior supply chain constraints, component availability, and the Company's consolidation and integration with Adtran Networks. Further, a significant percentage of orders require delivery within a few days requiring us to maintain higher inventory levels. These factors may result in limited order flow visibility. For example, although, expedite fees and lead times for semiconductor chips and other key components began to ease during 2023 following shortages in the industry, we continued to be negatively impacted by price increases, which could continue to have a material adverse effect on customer relations and our financial condition. We have taken decisive steps to transform our business into a leaner, more efficient and more profitable company, including through the implementation of a Business Efficiency Program, which includes a significant cost efficiency program targeting a reduction of ongoing operating expenses and a capital efficiency program inclusive of certain salary reductions, an early retirement program, a site consolidation plan to include lease impairments and the partial sale of owned real estate (including the potential sale of portions of our headquarters), inventory write downs from product discontinuances, and the suspension of the quarterly dividend. Nevertheless, our operating expenses are relatively fixed in the short term; therefore, a shortfall in quarterly revenues has and may again in the future significantly impact our financial results in a given quarter.

Current wording

Our operating results have fluctuated and may continue to fluctuate on a quarterly basis due to several factors, including customer order activity, prior supply chain constraints, component availability, and the Company's consolidation and integration with Adtran Networks. Further, a significant percentage of orders require delivery within a few days, requiring us to maintain higher inventory levels. These factors may result in limited order flow visibility. We have taken decisive steps to transform our business into a leaner, more efficient and more profitable company, including through the implementation of a Business Efficiency Program, which includes a significant cost efficiency program targeting a reduction of ongoing operating expenses and a capital efficiency program inclusive of certain salary reductions, an early retirement program, a site consolidation plan to include lease impairments and the partial sale of owned real estate (including the potential sale of portions of our headquarters), inventory write downs from product discontinuances, and the suspension of the quarterly dividend. Nevertheless, our operating expenses are relatively fixed in the short term; therefore, a shortfall in quarterly revenues has and may again in the future significantly impact on our financial results in any given quarter.

Previous wording

We are exposed to changes in foreign currencies relative to the U.S. dollar, which are references to the differences between the foreign-exchanges rates we use to convert the financial results of our international operations from local currencies into U.S. dollars for financial reporting purposes. This impact of foreign-exchange rate changes is calculated based on the difference between the current period’s currency exchange rates and that of the comparable prior period. Our primary exposures to foreign currency exchange rate movements are with the Euro and the British pound sterling. As a result of our global operations, our revenue, gross margins, operating expense and operating loss in some international markets have been and may continue to be affected by foreign currency fluctuations.

Current wording

We are exposed to changes in foreign currencies relative to the U.S. dollar, which are references to the differences between the foreign-exchanges rates we use to convert the financial results of our international operations from local currencies into U.S. dollars for financial reporting purposes. This impact of foreign-exchange rate changes is calculated based on the difference between the current period’s currency exchange rates and that of the comparable prior period. Our primary exposures to foreign currency exchange rate movements are with the Euro and the British pound sterling. As a result of our global operations, our revenue, gross margin, operating expense and operating loss in some international markets has been and may continue to be affected by foreign currency fluctuations.

Previous wording

The Company’s policy is to assess the realizability of assets (long-lived assets, intangibles and goodwill) held within our reporting units and to evaluate such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. During the third quarter of 2023, the Company identified a triggering event due to a decrease in its market capitalization and changes in projections (decrease in estimated cash flows). While the quantitative impairment analysis indicated that there was no impairment of Network Solutions goodwill, the Company determined a $37.9 million non-cash impairment charge for goodwill was warranted for the Services & Support reporting unit. During the fourth quarter of 2023, the Company completed its annual impairment test. There were no significant market changes or changes to cash flow projections, as such no triggering event was identified during the fourth quarter of 2023. During the first quarter of 2024, qualitative factors such as a decrease in the Company’s market capitalization, lower service provider spending and delayed holding patterns of inventory with respect to customers caused us to reduce our forecasts, triggering a quantitative impairment assessment for our reporting units. The Company determined the fair value of the Network Solutions reporting unit using a combination of an income approach and a market based peer group analysis. The Company determined upon its quantitative impairment assessment to recognize a $292.6 million non-cash goodwill impairment charge for the Network Solutions reporting unit during the three months ended March 31, 2024. The quantitative impairment analysis indicated there was no impairment of the Services & Support goodwill during the three months ended March 31, 2024.

Current wording

The Company’s policy is to assess the realizability of assets (long-lived assets, intangibles and goodwill) held within our reporting units and to evaluate such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. During the third quarter of 2023, the Company identified a triggering event due to a decrease in its market capitalization and changes in projections (decrease in estimated cash flows). While the quantitative impairment analysis indicated that there was no impairment of Network Solutions goodwill, the Company determined a $37.9 million non-cash impairment charge for goodwill was warranted for the Services & Support reporting unit. During the fourth quarter of 2023, the Company completed its annual impairment test. There were no significant market changes or changes to cash flow projections, as such no triggering event was identified during the fourth quarter of 2023.

Previous wording

During the first quarter of 2024, qualitative factors such as a decrease in the Company’s market capitalization, lower service provider spending and delayed holding patterns of inventory with respect to customers caused us to reduce our forecasts, triggering a quantitative impairment assessment for our reporting units. The Company determined the fair value of the Network Solutions reporting unit using a combination of an income approach and a market based peer group analysis. The Company determined upon its quantitative impairment assessment to recognize a $292.6 million non-cash goodwill impairment charge for the Network Solutions reporting unit during the three months ended March 31, 2024. The quantitative impairment analysis indicated there was no impairment of the Services & Support goodwill during the three months ended March 31, 2024. Our Network Solutions reporting unit had no remaining goodwill and our Services & Support reporting unit had $55.1 million of goodwill as of March 31, 2024, respectively.

Current wording

During the first quarter of 2024, qualitative factors such as a decrease in the Company’s market capitalization, lower service provider spending and delayed holding patterns of inventory with respect to customers caused us to reduce our forecasts, triggering a quantitative impairment assessment for our reporting units. The Company determined the fair value of the Network Solutions reporting unit using a combination of an income approach and a market-based peer group analysis. The Company determined upon its quantitative impairment assessment to recognize a $292.6 million non-cash goodwill impairment charge for the Network Solutions reporting unit during the three months ended March 31, 2024. The quantitative impairment analysis indicated there was no impairment of the Services & Support goodwill during the three months ended March 31, 2024.

Previous wording

RESULTS OF OPERATIONS – THREE MONTHS ENDED MARCH 31, 2024 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2023

Current wording

RESULTS OF OPERATIONS – THREE AND SIX MONTHS ENDED JUNE 30, 2024, COMPARED TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Previous wording

Our revenue decreased 30.2% from $323.9 million for the three months ended March 31, 2023 to $226.2 million for the three months ended March 31, 2024. The decrease in revenue for the three months ended March 31, 2024 is primarily driven by decrease in volume of sales activity due to customers’ focus on reducing inventory levels and the completion of significant customer projects. The decrease in revenue by category for the three months ended March 31, 2024 was primarily attributable to a $72.7 million decrease in Optical Networking Solutions products, a $15.5 million decrease in Access & Aggregation revenue and a $9.6 million decrease in Subscriber Solutions products. Continued customer concerns over inventory stocking levels have affected our revenue in the first quarter in our Optical Networking Solutions category, Access & Aggregation category and our Subscriber Solutions category. We believe that the over-supply of CPE products will continue into the second quarter of 2024.

Current wording

Our revenue decreased 31.0% from $327.4 million for the three months ended June 30, 2023, to $226.0 million for the three months ended June 30, 2024, and decreased 30.6% from $651.3 million for the six months ended June 30, 2023, to $452.2 million for the six months ended June 30, 2024. The decrease in revenue for the three and six months ended June 30, 2024, is primarily driven by a decrease in volume of sales activity due to customers’ focus on reducing inventory levels and the completion of significant customer projects. The decrease in revenue by category for the three months ended June 30, 2024, was primarily attributable to a $69.3 million decrease in Optical Networking Solutions products, a $32.8 million decrease in Access & Aggregation revenue partially offset by a $0.7 million increase in Subscriber Solutions products. The decrease in revenue by category for the six months ended June 30, 2024, was primarily attributable to a $142.0 million decrease in Optical Networking Solutions products, a $48.3 million decrease in Access & Aggregation revenue and a $8.8 million decrease in Subscriber Solutions products. Continued customer concerns over inventory stocking levels have affected our revenue in the first half of 2024 in our Optical Networking Solutions category, Access & Aggregation category and our Subscriber Solutions category.

Previous wording

Network Solutions segment revenue decreased 35.8% from $282.4 million for the three months ended March 31, 2023 to $181.3 million for the three months ended March 31, 2024. The decrease in Network Solutions revenue for the three months ended March 31, 2024 was due to a decrease of $74.5 million in volume of sales activity in Optical Networking products, a decrease of $16.8 million in volume of sales activity in Access & Aggregation products and a decrease of $9.9 million in volume of sales activity in Subscriber Solutions products.

Current wording

Network Solutions segment revenue decreased 36.7% from $283.0 million for the three months ended June 30, 2023, to $179.2 million for the three months ended June 30, 2024, and decreased 36.2% from $565.4 million for the six months ended June 30, 2023, to $360.5 million for the six months ended June 30, 2024. The decrease in Network Solutions revenue for the three months ended June 30, 2024, was due to a decrease of $68.8 million in volume of sales activity in Optical Networking products, a decrease of $35.2 million in volume of sales activity in Access & Aggregation products partially offset by an increase of $0.1 million in volume of sales activity in Subscriber Solutions products. The decrease in Network Solutions revenue for the six months ended June 30, 2024, was due to a decrease of $143.2 million in volume of sales activity in Optical Networking products, a decrease of $51.9 million in volume of sales activity in Access & Aggregation products and a decrease of $9.8 million in volume of sales activity in Subscriber Solutions products.

Previous wording

Services & Support segment revenue increased 8.2% from $41.5 million for the three months ended March 31, 2023 to $44.9 million for the three months ended March 31, 2024. The increase in revenue for the three months ended March 31, 2024 was primarily attributable a $1.8 million increase in revenue for Optical Networking products, a $1.3 million increase in revenue for Access & Aggregation revenue and a $0.3 million increase in revenue for Subscriber Solutions services. More specifically, the increase in revenue for the three months ended March 31, 2024 of our ADTRAN, Inc. operations was primarily due to higher volume of sales of our software services and business solutions services.

Current wording

Services & Support segment revenue increased 5.5% from $44.4 million for the three months ended June 30, 2023, to $46.8 million for the three months ended June 30, 2024, and increased 6.8% from $85.9 million for the six months ended June 30, 2023, to $91.7 million for the six months ended June 30, 2024. The increase in revenue for the three months ended June 30, 2024, was primarily attributable a $2.3 million increase in revenue for Access & Aggregation revenue and a $0.6 million increase in revenue for Subscriber Solutions services, partially offset by a $0.6 million decrease in revenue for Optical Networking products. The increase in revenue for the six months ended June 30, 2024, was primarily attributable a $3.6 million increase in revenue for Access & Aggregation revenue a $1.2 million increase in revenue for Optical Networking products, and a $1.0 million increase in revenue for Subscriber Solutions services. More specifically, the increase in revenue for the three and six months ended June 30, 2024, of our ADTRAN, Inc. operations was primarily due to higher volume of sales of our software services and business solutions services.

Previous wording

Domestic revenue decreased by 36.6% from $131.5 million for the three months ended March 31, 2023 to $83.3 million for the three months ended March 31, 2024. The decrease in domestic revenue for the three months ended March 31, 2024 was primarily due to lower volume of sales of our residential solutions products as a result of customers focus on reducing inventory levels across all revenue categories.

Current wording

Domestic revenue decreased by 18.7% from $132.3 million for the three months ended June 30, 2023, to $107.6 million for the three months ended June 30, 2024, and decreased by 27.6% from $263.8 million for the six months ended June 30, 2023, to $190.9 million for the six months ended June 30, 2024. The decrease in domestic revenue for the three and six months ended June 30, 2024, was primarily due to lower volume of sales of our residential solutions products as a result of customers focus on reducing inventory levels across all revenue categories.

Previous wording

International revenue, which is defined as revenue generated from the Network Solutions and Services & Support segments provided to a customer outside of the U.S., decreased by 25.8% from $192.4 million for the three months ended March 31, 2023 to $142.9 million for the three months ended March 31, 2024. International revenue, as a percentage of total revenue, increased from 59.4% for the three months ended March 31, 2023 to 63.2% for the three months ended March 31, 2024. The decrease in international revenue for the three months ended March 31, 2024 was primarily due to the conclusion of specific customer projects and customer concerns over inventory stocking levels. While international revenue has increased to approximately 63.2% of total revenues for the three months ended March 31, 2024, the mix of our Network Solutions and Services & Support segments as a percentage of total international revenue remains relatively linear. For the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, changes in foreign currencies relative to the U.S. dollar increased our net revenue by approximately $2.2 million.

Current wording

International revenue, which is defined as revenue generated from the Network Solutions and Services & Support segments provided to a customer outside of the U.S., decreased by 39.3% from $195.1 million for the three months ended June 30, 2023 to $118.4 million for the three months ended June 30, 2024 and decreased by 32.6% from $387.5 million for the six months ended June 30, 2023 to $261.3 million for the six months ended June 30, 2024. International revenue, as a percentage of total revenue, decreased from 59.6% for the three months ended June 30, 2023, to 52.4% for the three months ended June 30, 2024, and decreased from 59.5% for the six months ended June 30, 2023, to 57.8% for the six months ended June 30, 2024. The decrease in international revenue for the three and six months ended June 30, 2024, was primarily due to the conclusion of specific customer projects and customer concerns over inventory stocking levels. While international revenue has decreased to approximately 52.4% and 57.8% of total revenues for the three and six months ended June 30, 2024, respectively, the mix of our Network Solutions and Services & Support segments as a percentage of total international revenue remains relatively linear. For the three and six months ended June 30, 2024, as compared to the three and six months ended June 30, 2023, changes in foreign currencies relative to the U.S. dollar decreased our net revenue by approximately $0.3 million and increased our net revenue by approximately $1.9 million, respectively.

Previous wording

As a percentage of revenue, cost of revenue decreased from 72.9% for the three months ended March 31, 2023 to 68.1% for the three months ended March 31, 2024. The decrease for the three months ended March 31, 2024 was attributable to a 4.9% decrease in expense as a percentage of revenue related to decreased amortization of intangible backlog, developed technology and fair value adjustments to inventory costs that flow through to cost of revenue as a result of the Business Combination with Adtran Networks, and a 5.0% decrease in expense as a percentage of revenue related to decreased acquisition costs, partially offset by a 5.0% increase in expense as a percentage of revenue in connection with our Business Efficiency Program, which resulted in an inventory write down and other charges of $8.8 million incurred as a result of a strategy shift which included discontinuance of certain product lines. For the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, changes in foreign currencies relative to the U.S. dollar increased our cost of revenue by approximately $0.5 million.

Current wording

As a percentage of revenue, cost of revenue decreased from 71.7% for the three months ended June 30, 2023, to 63.9% for the three months ended June 30, 2024, and decreased from 72.3% for the six months ended June 30, 2023, to 66.0% for the six months ended June 30, 2024. The decrease for the three months ended June 30, 2024 was attributable to a 5.1% decrease in expense as a percentage of revenue related to decreased amortization of intangible backlog, developed technology and fair value adjustments to inventory costs that flow through to cost of revenue as a result of the Business Combination with Adtran Networks, and a 5.3% decrease in expense as a percentage of revenue related to decreased acquisition costs, partially offset by a 1.2% increase in expense as a percentage of revenue in connection with our Business Efficiency Program, which resulted in an inventory write down and other charges of $0.1 million incurred as a result of a strategy shift which included discontinuance of certain product lines and a 1.3% increase in expense as a percentage of revenue attributable to changes in customer and product mix. The decrease for the six months ended June 30, 2024 was attributable to a 5.0% decrease in expense as a percentage of revenue related to decreased amortization of intangible backlog, developed technology and fair value adjustments to inventory costs that flow through to cost of revenue as a result of the Business Combination with Adtran Networks, and a 5.1% decrease in expense as a percentage of revenue related to decreased acquisition costs, partially offset by a 3.1% increase in expense as a percentage of revenue in connection with our Business Efficiency Program, which resulted in an inventory write down and other charges of $8.9 million incurred as a result of a strategy shift which included discontinuance of certain product lines and a 0.7% increase in expense as a percentage of revenue attributable to changes in customer and product mix. For the three and six months ended June 30, 2024, as compared to the three and six months ended June 30, 2023, changes in foreign currencies relative to the U.S. dollar decreased our cost of revenue by approximately $0.1 million and increased our cost of revenue by approximately $0.4 million, respectively.

Previous wording

Network Solutions cost of revenue, as a percentage of that segment’s revenue, decreased from 77.6% for the three months ended March 31, 2023 to 74.5% for the three months ended March 31, 2024. The decrease in cost of revenue as a percentage of revenue for the three months ended March 31, 2024 was attributable to a 6.1% decrease in expense as a percentage of revenue related to decreased amortization of intangible backlog, developed technology and fair value adjustments to inventory costs that flow through to cost of revenue as a result of the Business Combination with Adtran Networks and a 6.2% decrease in expense as a percentage of revenue related to decreased acquisition costs, partially offset by a 6.1% increase in expense as a percentage of revenue in connection with our Business Efficiency Program, which resulted in an inventory write down and other charges of $8.8 million incurred as a result of a strategy shift which included discontinuance of certain product lines and a 3.2% increase in expense as a percentage of revenue attributable to changes in customer and product mix.

Current wording

Network Solutions cost of revenue, as a percentage of that segment’s revenue, decreased from 76.7% for the three months ended June 30, 2023, to 69.5% for the three months ended June 30, 2024, and decreased from 77.1% for the six months ended June 30, 2023 to 72.0% for the six months ended June 30, 2024. The decrease in cost of revenue as a percentage of revenue for the three months ended June 30, 2024 was attributable to a 6.4% decrease in expense as a percentage of revenue related to decreased amortization of intangible backlog, developed technology and fair value adjustments to inventory costs that flow through to cost of revenue as a result of the Business Combination with Adtran Networks and a 6.7% decrease in expense as a percentage of revenue related to decreased acquisition costs, partially offset by a 0.4% increase in expense as a percentage of revenue in connection with our Business Efficiency Program, which resulted in an inventory write down and other charges of $0.1 million incurred as a result of a strategy shift which included discontinuance of certain product lines and a 5.5% increase in expense as a percentage of revenue attributable to changes in customer and product mix. The decrease in cost of revenue as a percentage of revenue for the six months ended June 30, 2024 was attributable to a 6.3% decrease in expense as a percentage of revenue related to decreased amortization of intangible backlog, developed technology and fair value adjustments to inventory costs that flow through to cost of revenue as a result of the Business Combination with Adtran Networks and a 6.4% decrease in expense as a percentage of revenue related to decreased acquisition costs, partially offset by a 3.2% increase in expense as a percentage of revenue in connection with our Business Efficiency Program, which resulted in an inventory write down and other charges of $8.9 million incurred as a result of a strategy shift which included discontinuance of certain product lines and a 4.4% increase in expense as a percentage of revenue attributable to changes in customer and product mix.

Previous wording

Services & Support cost of revenue, as a percentage of that segment’s revenue, increased from 40.9% for the three months ended March 31, 2023 to 41.9% for the three months ended March 31, 2024. The increase in cost of revenue as a percentage of revenue for the three months ended March 31, 2024 was primarily attributable to changes in customer and product mix.

Current wording

Services & Support cost of revenue, as a percentage of that segment’s revenue, increased from 40.3% for the three months ended June 30, 2023, to 42.3% for the three months ended June 30, 2024, and increased from 40.6% for the six months ended June 30, 2023 to 42.1% for the six months ended June 30, 2024. The increase in cost of revenue as a percentage of revenue for the three and six months ended June 30, 2024, was primarily attributable to changes in customer and product mix.

Previous wording

As a percentage of revenue, gross profit increased from 27.1% for the three months ended March 31, 2023 to 31.9% for the three months ended March 31, 2024. The increase for the three months ended March 31, 2024 was attributable to a 4.9% increase in gross profit as a percentage of revenue related to decreased amortization of intangible backlog, developed technology and fair value adjustments to inventory costs that flow through to cost of revenue as a result of the Business Combination with Adtran Networks, and a 5.0% increase in gross profit as a percentage of revenue related to decreased acquisition costs, partially offset by a 5.0% decrease in gross profit as a percentage of revenue in connection with increased expenses with our Business Efficiency Program, which resulted in an inventory write down and other charges of $8.8 million incurred as a result of a strategy shift which included discontinuance of certain product lines.

Current wording

As a percentage of revenue, gross profit increased from 28.3% for the three months ended June 30, 2023, to 36.1% for the three months ended June 30, 2024, and increased from 27.7% for the six months ended June 30, 2023 to 34.0% for the six months ended June 30, 2024. The increase for the three months ended June 30, 2024 was attributable to a 5.1% increase in gross profit as a percentage of revenue related to decreased amortization of intangible backlog, developed technology and fair value adjustments to inventory costs that flow through to cost of revenue as a result of the Business Combination with Adtran Networks, and a 5.3% increase in gross profit as a percentage of revenue related to decreased acquisition costs, partially offset by a 1.2% decrease in gross profit as a percentage of revenue in connection with increased expenses with our Business Efficiency Program, which resulted in an inventory write down and other charges of $0.1 million incurred as a result of a strategy shift which included discontinuance of certain product lines and a 1.3% decrease in gross profit as a percentage of revenue attributable to changes in customer and product mix. The increase for the six months ended June 30, 2024 was attributable to a 5.0% increase in gross profit as a percentage of revenue related to decreased amortization of intangible backlog, developed technology and fair value adjustments to inventory costs that flow through to cost of revenue as a result of the Business Combination with Adtran Networks, and a 5.1% increase in gross profit as a percentage of revenue related to decreased acquisition costs, partially offset by a 3.1% decrease in gross profit as a percentage of revenue in connection with increased expenses with our Business Efficiency Program, which resulted in an inventory write down and other charges of $8.9 million incurred as a result of a strategy shift which included discontinuance of certain product lines and a 0.7% decrease in gross profit as a percentage of revenue attributable to changes in customer and product mix.

Previous wording

As a percentage of that segment's revenue, Network Solutions gross profit increased from 22.4% for the three months ended March 31, 2023 to 25.5% for the three months ended March 31, 2024. The increase was attributable to a 6.1% increase in gross profit as a percentage of revenue related to decreased amortization of intangible backlog, developed technology and fair value adjustments to inventory costs that flow through to cost of revenue as a result of the Business Combination with Adtran Networks and a 6.2% increase in gross profit as a percentage of revenue related to decreased acquisition costs, partially offset by a 6.1% decrease in gross profit as a percentage of revenue in connection with increased expenses with our Business Efficiency Program, which resulted in an inventory write down and other charges of $8.8 million incurred as a result of a strategy shift which included discontinuance of certain product lines and a 3.1% decrease in gross profit as a percentage of revenue attributable to changes in customer and product mix.

Current wording

As a percentage of that segment's revenue, Network Solutions gross profit increased from 23.3% for the three months ended June 30, 2023, to 30.5% for the three months ended June 30, 2024, and increased from 22.9% for the six months ended June 30, 2023 to 28.0% for the six months ended June 30, 2024. The increase for the three months ended June 30, 2024 was attributable to a 6.4% increase in gross profit as a percentage of revenue related to decreased amortization of intangible backlog, developed technology and fair value adjustments to inventory costs that flow through to cost of revenue as a result of the Business Combination with Adtran Networks and a 6.7% increase in gross profit as a percentage of revenue related to decreased acquisition costs, partially offset by a 0.4% decrease in gross profit as a percentage of revenue in connection with increased expenses with our Business Efficiency Program, which resulted in an inventory write down and other charges of $0.1 million incurred as a result of a strategy shift which included discontinuance of certain product lines and a 5.5% decrease in gross profit as a percentage of revenue attributable to changes in customer and product mix. The increase for the six months ended June 30, 2024 was attributable to a 6.3% increase in gross profit as a percentage of revenue related to decreased amortization of intangible backlog, developed technology and fair value adjustments to inventory costs that flow through to cost of revenue as a result of the Business Combination with Adtran Networks and a 6.4% increase in gross profit as a percentage of revenue related to decreased acquisition costs, partially offset by a 3.2% decrease in gross profit as a percentage of revenue in connection with increased expenses with our Business Efficiency Program, which resulted in an inventory write down and other charges of $8.9 million incurred as a result of a strategy shift which included discontinuance of certain product lines and a 4.4% decrease in gross profit as a percentage of revenue attributable to changes in customer and product mix.

Previous wording

As a percentage of that segment's revenue, Services & Support gross profit decreased from 59.1% for the three months ended March 31, 2023 to 58.1% for the three months ended March 31, 2024. The decrease was primarily attributable to changes in customer and product mix.

Current wording

As a percentage of that segment's revenue, Services & Support gross profit decreased from 59.7% for the three months ended June 30, 2023, to 57.7% for the three months ended June 30, 2024, and decreased from 59.4% for the six months ended June 30, 2023, to 57.9% for the six months ended June 30, 2024. The decrease was primarily attributable to changes in customer and product mix.

Previous wording

As a percentage of revenue, selling, general and administrative expenses increased from 20.8% for the three months ended March 31, 2023 to 26.1% for the three months ended March 31, 2024. Selling, general and administrative expenses as a percentage of revenue will generally fluctuate whenever there is a significant fluctuation in revenue for the periods being compared. We are still in the process of implementing our Business Efficiency Program, which we expect will lower selling, general and administrative expense as a percentage of revenue over time.

Current wording

As a percentage of revenue, selling, general and administrative expenses increased from 20.3% for the three months ended June 30, 2023, to 26.3% for the three months ended June 30, 2024, and increased from 20.6% for the six months ended June 30, 2023, to 26.2% for the six months ended June 30, 2024. Selling, general and administrative expenses as a percentage of revenue will generally fluctuate whenever there is a significant fluctuation in revenue for the periods being compared. We are still in the process of implementing our Business Efficiency Program, which we expect will lower selling, general and administrative expenses as a percentage of revenue over time.

Previous wording

Selling, general and administrative expenses decreased 12.3% from $67.4 million for the three months ended March 31, 2023 to $59.1 million for the three months ended March 31, 2024. Selling, general and administrative expenses include personnel costs for management, accounting, information technology, human resources, sales and marketing, as well as independent auditor, tax and other professional fees, contract services and legal and litigation related costs. The decrease in selling, general and administrative expenses for the three months ended March 31, 2024 was primarily attributable to the impact of the Company's Business Efficiency Program and integration programs. Specifically, the Company reduced its employee-related costs by $6.8 million, travel expenses by $1.4 million, and depreciation of property, plant and equipment by $0.4 million. For the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, changes in foreign currencies relative to the U.S dollar increased our selling, general and administrative expenses by approximately $0.5 million.

Current wording

Selling, general and administrative expenses decreased 10.6% from $66.6 million for the three months ended June 30, 2023, to $59.5 million for the three months ended June 30, 2024, and decreased 11.5% from $134.0 million for the six months ended June 30, 2023, to $118.6 million for the six months ended June 30, 2024. Selling, general and administrative expenses include personnel costs for management, accounting, information technology, human resources, sales and marketing, as well as independent auditor, tax and other professional fees, contract services and legal and litigation related costs. The decrease in selling, general and administrative expenses for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, was primarily attributable to the impact of the Company's Business Efficiency Program and integration programs. Specifically, the Company reduced its employee-related costs by $6.7 million, and travel expenses by $0.7 million. The decrease for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, was primarily attributable to the impact of the Company's Business Efficiency Program and integration programs. Specifically, the Company reduced its employee-related costs by $13.5 million, and travel expenses by $2.1 million. For the three and six months ended June 30, 2024, as compared to the three and six months ended June 30, 2023, changes in foreign currencies relative to the U.S dollar decreased our selling, general and administrative expenses by approximately $0.1 million and increased our selling, general and administrative expenses by approximately $0.9 million, respectively.

Previous wording

As a percentage of revenue, research and development expenses increased from 21.7% for the three months ended March 31, 2023 to 26.6% for the three months ended March 31, 2024. Research and development expenses as a percentage of revenue will generally fluctuate whenever there are incremental product development activities or significant fluctuations in revenue for the periods being compared. We are still in the process of implementing our Business Efficiency Program, which we expect will lower research and development expense as a percentage of revenue over time

Current wording

As a percentage of revenue, research and development expenses increased from 21.6% for the three months ended June 30, 2023, to 26.7% for the three months ended June 30, 2024, and increased from 21.6% for the six months ended June 30, 2023, to 26.7% for the six months ended June 30, 2024. Research and development expenses as a percentage of revenue will generally fluctuate whenever there are incremental product development activities or significant fluctuations in revenue for the periods being compared. We are still in the process of implementing our Business Efficiency Program, which we expect will lower research and development expense as a percentage of revenue over time.

Previous wording

Research and development expenses decreased 14.1% from $70.1 million for the three months ended March 31, 2023 to $60.3 million for the three months ended March 31, 2024. The decrease in research and development expenses was primarily attributable to the impact of the Company's Business Efficiency Program and integration programs. Specifically, the Company reduced its employee-related costs by $1.6 million and contract services by $2.7 million. For the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, changes in foreign currencies relative to the U.S. dollar increased our research and development expenses by approximately $0.6 million.

Current wording

Research and development expenses decreased 14.5% from $70.6 million for the three months ended June 30, 2023, to $60.4 million for the three months ended June 30, 2024, and decreased 14.3% from $140.7 million for the six months ended June 30, 2023, to $120.6 million for the six months ended June 30, 2024. The decrease in research and development expenses for the three months ended June 30, 2024, was primarily attributable to the impact of the Company's Business Efficiency Program and integration programs. Specifically, the Company reduced its employee-related costs by $2.5 million and contract services by $1.6 million. The decrease for the six months ended June 30, 2024, was primarily attributable to the impact of the Company's Business Efficiency Program and integration programs. Specifically, the Company reduced its contract services by $4.3 million and employee-related costs by $3.8 million. For the three and six months ended June 30, 2024, as compared to the three and six months ended June 30, 2023, changes in foreign currencies relative to the U.S. dollar increased our research and development expenses by approximately $0.2 million and increased our research and development expenses by approximately $0.9 million, respectively.

Previous wording

Adtran Networks has arrangements with governmental entities for the purpose of obtaining funding for research and development activities. The Company classifies government grants received under these arrangements as a reduction to research and development expense incurred. For the three months ended March 31, 2024 and 2023, the Company recognized $1.9 million and $0.6 million as a reduction of research and development expense, respectively.

Current wording

Adtran Networks has arrangements with governmental entities for the purpose of obtaining funding for research and development activities. The Company classifies government grants received under these arrangements as a reduction to research and development expenses incurred. For the three and six months ended June 30, 2024, the Company recognized $1.9 million and $2.1 million as a reduction of research and development expense, respectively.

Previous wording

The Company’s policy is to assess the realizability of assets (long-lived assets, intangibles and goodwill) held within our reporting units and to evaluate such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. During the first quarter of 2024, qualitative factors such as a decrease in the Company’s market capitalization, cautious service provider spending due to economic uncertainty and continued customer focus on inventory adjustments, triggered a quantitative impairment assessment for our reporting units. The Company determined upon its quantitative impairment assessment to recognize a $292.6 million non-cash goodwill impairment charge for the Network Solutions reporting unit. No impairment of goodwill was recorded for our Services & Support reporting unit during the three months ended March 31, 2024. No impairment of goodwill was recorded for either reporting unit during the three months ended March 31, 2023.

Current wording

There was no goodwill impairment recognized during the three months ended June 30, 2024, and for the three and six months ended June 30, 2023. During the first quarter of 2024, qualitative factors such as a decrease in the Company’s market capitalization, cautious service provider spending due to economic uncertainty and continued customer focus on inventory adjustments, triggered a quantitative impairment assessment for our reporting units. The Company determined upon its quantitative impairment assessment to recognize a $292.6 million non-cash goodwill impairment charge for the Network Solutions reporting unit during the six months ended June 30, 2024. For additional information, see Note 8 of Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Previous wording

Interest and dividend income increased from $0.3 million for the three months ended March 31, 2023 to $0.4 million for the three months ended March 31, 2024. The increase in interest and dividend income is primarily attributable to fluctuations in investment balances and an increase in the rate of return on those investments due to interest rate movements.

Current wording

Interest and dividend income remained flat at $0.4 million for the three months ended June 30, 2023, and 2024 and increased from $0.7 million for the six months ended June 30, 2023, to $0.8 million for the six months ended June 30, 2024. The increase in interest and dividend income is primarily attributable to fluctuations in investment balances and an increase in the rate of return on those investments due to interest rate movements.

Previous wording

Interest expense increased from $3.3 million for the three months ended March 31, 2023 to $4.6 million for the three months ended March 31, 2024. The increase in interest expense during the three months ended March 31, 2024 was primarily driven by higher average borrowings outstanding versus the three months ending March 31, 2023 and the amortization of debt issuance costs. See Note 11 of the Notes to Condensed Consolidated Financial Statements, included in Part I, Item 1 of this report.

Current wording

Interest expense increased from $4.1 million for the three months ended June 30, 2023, to $6.9 million for the three months ended June 30, 2024, and increased from $7.4 million for the six months ended June 30, 2023, to $11.5 million for the six months ended June 30, 2024. The increase in interest expense during the three and six months ended June 30, 2024, was primarily driven by higher amortization of debt issuance costs as well as higher interest rates associated with the amendments of the Credit Agreement and higher average borrowings outstanding versus the three and six months ending June 30, 2023. See Note 11 of the Notes to Condensed Consolidated Financial Statements, included in Part I, Item 1 of this report.

Previous wording

We recognized a net investment gain of $1.3 million and $2.3 million for the three months ended March 31, 2023 and 2024, respectively. The fluctuations in our net investments were primarily attributable to changes in the fair value of our securities recognized during the period. We expect that any future market volatility could result in continued fluctuations in our investment portfolio. See Note 5 of the Notes to Condensed Consolidated Financial Statements, included in Part I, Item 1 of this report, and “Investing Activities” in “Liquidity and Capital Resources” below for additional information.

Current wording

We recognized a net investment gain of $1.3 million and $0.9 million for the three months ended June 30, 2023, and 2024, respectively and recognized a net investment gain of $2.5 million and $3.1 million for the six months ended June 30, 2023, and 2024, respectively. The fluctuations in our net investments were primarily attributable to changes in the fair value of our securities recognized during the period. We expect that any future market volatility could result in continued fluctuations in our investment portfolio. See Note 5 of the Notes to Condensed Consolidated Financial Statements, included in Part I, Item 1 of this report, and “Investing Activities” in “Liquidity and Capital Resources” below for additional information.

Previous wording

Other (expense) income, net, which primarily consisted of gains and losses on foreign currency transactions and income from excess material sales, increased from an expense of $0.3 million for the three months ended March 31, 2023 to income of $1.3 million for the three months ended March 31, 2024.

Current wording

Other (expense) income, net, which primarily consisted of gains and losses on foreign currency transactions and income from excess material sales, decreased from income of $2.5 million for the three months ended June 30, 2023 to expense of $0.9 million for the three months ended June 30, 2024 and decreased from income of $2.2 million for the six months ended June 30, 2023 to income of $0.4 million for the six months ended June 30, 2024.

Previous wording

The Company's effective tax rate changed from a benefit of 21.9% of pre-tax loss for the three months ended March 31, 2023, to a benefit of 5.5% of pre-tax loss for the three months ended March 31, 2024. The change in the effective tax rate for the three months ended March 31, 2024, was driven primarily by a loss jurisdiction for which no tax benefits were recognized on the Company’s pre-tax losses during the first quarter of 2024.

Current wording

The Company's effective tax rate changed from a benefit of 18.8% of pre-tax income for the three months ended June 30, 2023, to a expense of 4.8% of pre-tax loss for the three months ended June 30, 2024 and changed from a benefit of 20.4% of pre-tax income for the six months ended June 30, 2023, to a benefit of 4.3% of pre-tax income for the six months ended June 30, 2024. The changes in the effective tax rate for the three and six months ended June 30, 2024, were driven primarily by non-deductible impairment charges and a loss jurisdiction for which no tax benefits were recognized on its pre-tax losses incurred during the six months ended June 30, 2024.

Previous wording

As a result of the above factors, net loss attributable to ADTRAN Holdings, Inc. increased from net loss of $40.1 million for the three months ended March 31, 2023 to a net loss of $324.6 million for the three months ended March 31, 2024.

Current wording

As a result of the above factors, net loss attributable to ADTRAN Holdings, Inc. increased from net loss of $39.1 million for the three months ended June 30, 2023, to a net loss of $49.9 million for the three months ended June 30, 2024, and increased from net loss of $79.2 million for the six months ended June 30, 2023, to a net loss of $374.4 million for the six months ended June 30, 2024.

Previous wording

We have historically financed our ongoing business with existing cash, investments and cash flow from operations. We had a net operating cash inflow in the three months ended March 31, 2024. We have used, and expect to continue to use, existing cash, investments, credit arrangements and cash generated from operations for working capital and other general corporate purposes, including product development activities to enhance our existing products and develop new products, expand our sales and marketing activities and fund capital expenditures. In addition, we have increasingly relied upon our credit arrangements to manage our working capital needs.

Current wording

We have historically financed our ongoing business with existing cash, investments and cash flow from operations. We had a positive cash flow from operating activities of $56.0 million in the six months ended June 30, 2024. We have used, and expect to continue to use, existing cash, investments, credit arrangements and cash generated from operations for working capital and other general corporate purposes, including product development activities to enhance our existing products and develop new products, expand our sales and marketing activities and fund capital expenditures. In addition, we have increasingly relied upon our credit arrangements to manage our working capital needs.

Previous wording

As of March 31, 2024, our cash on hand was $106.8 million of which $86.7 million was held by our foreign subsidiaries. The Company had access to $203.0 million on its Credit Facility for future borrowings; however, as of March 31, 2024, the Company was limited to additional borrowings of $22.7 million based on debt covenant compliance metrics. Generally, we intend to permanently reinvest funds held outside the U.S., except to the extent that any of these funds can be repatriated without withholding tax. As of December 31, 2023, our cash on hand was $87.2 million, of which $73.0 million was held by our foreign subsidiaries.

Current wording

As of June 30, 2024, our cash on hand was $111.2 million of which $81.7 million was held by our foreign subsidiaries. The Company had access to $206.0 million on its Credit Facility for future borrowings; however, as of June 30, 2024, the Company was limited to additional borrowings of $16.4 million based on debt covenant compliance metrics. Generally, we intend to permanently reinvest funds held outside the U.S., except to the extent that any of these funds can be repatriated without withholding tax. As of December 31, 2023, our cash on hand was $87.2 million, of which $73.0 million was held by our foreign subsidiaries.

Previous wording

Pursuant to the terms of the DPLTA, each Adtran Networks shareholder (other than the Company) has received an offer to elect either (1) to remain an Adtran Networks shareholder and receive from us an Annual Recurring Compensation payment, or (2) to receive Exit Compensation plus guaranteed interest. The guaranteed interest under the Exit Compensation is calculated from the effective date of the DPLTA to the date the shares are tendered, less any Annual Recurring Compensation paid. The guaranteed interest rate is 5.0% plus a variable component (according to the German Civil Code) that was 3.62% as of March 31, 2024. Assuming all the minority holders of currently outstanding Adtran Networks shares were to elect the second option, we would be obligated to make aggregate Exit Compensation payments, including guaranteed interest, of approximately €338.9 million or approximately $365.7 million, based on an exchange rate as of March 31, 2024 and reflecting interest accrued through March 31, 2024 during the pendency of the appraisal proceedings discussed below. Shareholders electing the first option of Annual Recurring Compensation may later elect the second option. The opportunity for outside Adtran Networks shareholders to tender Adtran Networks shares in exchange for Exit Compensation had been scheduled to expire on March 16, 2023. However, due to the appraisal proceedings that have been initiated in accordance with applicable German law, this time period for tendering shares has been extended pursuant to the German Stock Corporation Act (Aktiengesetz) and will end two months after the date on which a final decision in such appraisal proceedings has been published in the Federal Gazette (Bundesanzeiger).

Current wording

Pursuant to the terms of the DPLTA, each Adtran Networks shareholder (other than the Company) has received an offer to elect either (1) to remain an Adtran Networks shareholder and receive from us an Annual Recurring Compensation payment, or (2) to receive Exit Compensation plus guaranteed interest. The guaranteed interest under the Exit Compensation is calculated from the effective date of the DPLTA to the date the shares are tendered, less any Annual Recurring Compensation paid. The guaranteed interest rate is 5.0% plus a variable component (according to the German Civil Code) that was 3.62% as of June 30, 2024. Assuming all the minority holders of currently outstanding Adtran Networks shares were to elect the second option, we would be obligated to make aggregate Exit Compensation payments, including guaranteed interest, of approximately €345.6 million or approximately $371.3 million, based on an exchange rate as of June 30, 2024, and reflecting interest accrued through June 30, 2024, during the pendency of the appraisal proceedings discussed below. Shareholders electing the first option of Annual Recurring Compensation may later elect the second option. The opportunity for outside Adtran Networks shareholders to tender Adtran Networks shares in exchange for Exit Compensation had been scheduled to expire on March 16, 2023. However, due to the appraisal proceedings that have been initiated in accordance with applicable German law, this time period for tendering shares has been extended pursuant to the German Stock Corporation Act (Aktiengesetz) and will end two months after the date on which a final decision in such appraisal proceedings has been published in the Federal Gazette (Bundesanzeiger).