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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

 

October 23, 2024

 

Date of Report (Date of earliest event reported)

 

 

 

RIBBON COMMUNICATIONS INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-38267   82-1669692

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

6500 Chase Oaks Blvd., Suite 100, Plano, TX 75023

(Address of Principal Executive Offices) (Zip Code)

 

(978) 614-8100

(Registrant’s telephone number, including area code)

 

N/A

(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 Instruction 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(s)   Name of each exchange on which registered
Common Stock, par value $0.0001   RBBN   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 2.02. Results of Operations and Financial Condition.

 

The information in this Item 2.02 of this Current Report on Form 8-K (the "Current Report"), including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), otherwise subject to the liabilities of that Section or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

On October 23, 2024, Ribbon Communications Inc. (the "Company") issued a press release reporting financial information for the quarter ended September 30, 2024, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)            Exhibits.

 

  99.1 Press Release of Ribbon Communications Inc., dated October 23, 2024.
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

SIGNATURE

 

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:  October 23, 2024 Ribbon Communications Inc.
   
  By: /s/ Patrick Macken
    Name: Patrick W. Macken
    Title: Executive Vice President, Chief Legal Officer and Secretary

 

 

 

EX-99.1 2 tm2426691d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

Ribbon Communications Inc. Reports
Third Quarter 2024 Financial Results

 

Strong Profitability Exceeds Expectations

 

Cloud & Edge Revenue Grew 11% YoY and 16% QoQ

 

October 23, 2024

 

Conference Call Details:

Conference call to discuss the Company’s financial results for the third quarter ended September 30, 2024.

 

Date: Wednesday, October 23, 2024

Time: 4:30 p.m. (ET)

 

Dial-In Information:

US/Canada: 877-407-2991

International: 201-389-0925

Instant Telephone Access: Call me™

 

Live (Listen-Only) Webcast:

Available via the Investor Relations website, where a replay will also be available shortly following the conference call.

 

For more details on financial results, please visit investors.ribboncommunications.com.

 

Investor Relations

+1 (978) 614-8050

ir@rbbn.com

 

Media Contact

Catherine Berthier

+1 (646) 741-1974

cberthier@rbbn.com

 

Plano, TX – Ribbon Communications Inc. (Nasdaq: RBBN), a global provider of real time communications technology and IP optical networking solutions to many of the world’s largest service providers, enterprises, and critical infrastructure operators to modernize and protect their networks, today announced its financial results for the third quarter of 2024.

 

Revenue for the third quarter of 2024 was $210 million, compared to $203 million for the third quarter of 2023 and $193 million for the second quarter of 2024. GAAP Loss from Operations was ($1 million) while Non-GAAP Adjusted EBITDA improved to $30 million, or 14% of sales, in the third quarter 2024. GAAP and Non-GAAP Gross Margins were strong at 52% and 55%, respectively.

 

“I am very pleased with our financial performance in the third quarter with overall sales growing 3.5% year over year, led by strong growth in our Cloud & Edge secure communications business. Gross Margin exceeded expectations with a positive mix of product sales and good execution from our Professional Services team, resulting in profitability at the high end of our guidance range,” stated Bruce McClelland, President and Chief Executive Officer of Ribbon Communications.

 

Mr. McClelland added, “We expect this momentum to continue into the fourth quarter and into 2025 as we continue to ramp voice modernization programs with Verizon and multiple other carriers, execute on new awards with U.S. Federal Defense agencies, and to grow the U.S. rural broadband segment. Our guidance for the fourth quarter projects year-over-year sales growth of 8% at the midpoint, reflecting all of these trends along with seasonal strength in Enterprise.”

 

Financial Highlights1

 

    Three months ended     Nine months ended  
    September 30,     September 30,  
In millions, except per share amounts   2024     2023     2024     2023  
GAAP Revenue   $ 210     $ 203     $ 583     $ 600  
GAAP Net income (loss)   $ (13 )   $ (14 )   $ (61 )   $ (73 )
Non-GAAP Net income (loss)   $ 8     $ 9     $ 16     $ 14  
Non-GAAP Adjusted EBITDA   $ 30     $ 28     $ 63     $ 48  
GAAP diluted earnings (loss) per share   $ (0.08 )   $ (0.08 )   $ (0.35 )   $ (0.43 )
Non-GAAP diluted earnings (loss) per share   $ 0.05     $ 0.05     $ 0.09     $ 0.08  
Weighted average shares outstanding basic     175       171       174       170  
Weighted average shares outstanding diluted     177       176       176       176  

 

1 Please see the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures and additional information about non-GAAP measures in the section entitled “Discussion of Non-GAAP Financial Measures” in the attached schedules.

 

“I am very excited to be joining Ribbon at this inflection point in the business and look forward to applying my telecom experience at Verizon and Vodafone to the supplier side of the ecosystem. Ribbon plays an important role in the implementation and support of strategic communication services across many of the largest and most sensitive networks in the world and has a great opportunity to substantially grow its presence and generate shareholder value,” said John Townsend, Chief Financial Officer of Ribbon Communications effective November 1, 2024.

 

1


 

 

Business Outlook2

 

For the fourth quarter of 2024, the Company expects sequential growth in both of our businesses with revenue in a range of $235 million to $255 million. Non-GAAP gross margin is projected in a range of 55.5% to 56%. Adjusted EBITDA is projected in a range of $46 million to $52 million.

 

The Company’s outlook is based on current indications for its business, which are subject to change.

 

2 GAAP earnings guidance is not provided. Please see the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures and additional information about the non-GAAP measures in the section entitled “Discussion of Non-GAAP Financial Measures” in the attached schedules.

 

Upcoming Conference Schedule

 

  § November 19, 2024: 18th Annual Needham Security, Networking, and Communications Conference

 

About Ribbon

 

Ribbon Communications (Nasdaq: RBBN) delivers communications software, IP and optical networking solutions to service providers, enterprises and critical infrastructure sectors globally. We engage deeply with our customers, helping them modernize their networks for improved competitive positioning and business outcomes in today's smart, always-on and data-hungry world. Our innovative, end-to-end solutions portfolio delivers unparalleled scale, performance, and agility, including core to edge software-centric solutions, cloud-native offers, leading-edge security and analytics tools, along with IP and optical networking solutions for 5G and broadband internet. We maintain a keen focus on our commitments to Environmental, Social and Governance (ESG) matters, offering an annual Sustainability Report to our stakeholders. To learn more about Ribbon visit rbbn.com.

 

Important Information Regarding Forward-Looking Statements

 

This release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to a number of risks and uncertainties. All statements other than statements of historical facts contained in this release, including without limitation, statements regarding the Company’s projected financial results for the fourth quarter of 2024 and beyond; market share growth; increases in shareholder value; plans and objectives for future operations, including cost reductions; the impact of the wars in Israel and Ukraine; customer spending and engagement and momentum; and plans for future product development and manufacturing and the expected benefits therefrom, are forward-looking statements. Without limiting the foregoing, the words “anticipates”, “believes”, “could”, “estimates”, “expects”, “expectations”, “intends”, “may”, “plans”, “projects” and other similar language, whether in the negative or affirmative, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

 

Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are unknown and/or difficult to predict and that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, unpredictable fluctuations in quarterly revenue and operating results; the impact of restructuring and cost-containment activities; increases in tariffs, trade restrictions or taxes on the Company’s products; supply chain disruptions resulting from component availability and/or geopolitical instabilities and disputes (including those related to the wars in Israel and Ukraine); the closure, on a temporary basis, of the Company’s offices or those of the Company’s contract manufacturer in Israel as a result of the war and the impact of military call-ups of the Company’s employees in Israel; material litigation; the impact of fluctuations in interest rates; material cybersecurity and data intrusion incidents, including any security breaches resulting in the theft, transfer, or unauthorized disclosure of customer, employee, or Company information; the Company’s ability to comply with applicable domestic and foreign information security and privacy laws, regulations and technology platform rules or other obligations related to data private and security; failure to compete successfully against telecommunications equipment and networking companies; failure to grow the Company’s customer base or generate recurring business from existing customers; credit risks; the timing of customer purchasing decisions and the Company’s recognition of revenues; macroeconomic conditions, including inflation; the ability to adapt to rapid technological and market changes; the ability to generate positive returns on the Company’s research and development; the ability to protect Company intellectual property rights and obtain necessary licenses; the ability to maintain partner, reseller, distribution and vendor support and supply relationships; the potential for defects in the Company’s products; risks related to the terms of the Company’s credit agreement; higher risks in international operations and markets; currency fluctuations; unanticipated averse changes in legal, regulatory or tax laws; future accounting pronouncements or changes in the Company’s accounting policies; and/or failure or circumvention of the Company’s controls and procedures. We therefore caution you against relying on any of these forward-looking statements.

 

2


 

 

These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the Company's business and results from operations. Additional information regarding these and other factors can be found in the Company's reports filed with the Securities and Exchange Commission, including, without limitation, its Form 10-K for the year ended December 31, 2023. Any forward-looking statement made by the Company in this release speaks only as of the date on which this release was first issued. The Company undertakes no obligation to update any forward-looking statement publicly or otherwise, whether as a result of new information, future developments or otherwise, except as required by law.

 

Discussion of Non-GAAP Financial Measures

 

The Company’s management uses several different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of its business, making operating decisions, planning and forecasting future periods, and determining payments under compensation programs. The Company considers the use of non-GAAP financial measures helpful in assessing the core performance of its continuing operations and when planning and forecasting future periods. The Company’s annual financial plan is prepared on a non-GAAP basis and is approved by its board of directors. In addition, budgeting and forecasting for revenue and expenses are conducted on a non-GAAP basis, and actual results on a non-GAAP basis are assessed against the annual financial plan. The Company defines continuing operations as the ongoing results of its business adjusted for certain expenses and credits, as described below. The Company believes that providing non-GAAP information to investors allows them to view the Company's financial results in the way its management views them and helps investors to better understand the Company’s core financial and operating performance and evaluate the efficacy of the methodology and information used by its management to evaluate and measure such performance.

 

While the Company’s management uses non-GAAP financial measures as tools to enhance its understanding of certain aspects of the Company’s financial performance, management does not consider these measures to be a substitute for, or superior to, GAAP measures. In addition, the Company’s presentations of these measures may not be comparable to similarly titled measures used by other companies. These non-GAAP financial measures should not be considered alternatives for, or in isolation from, the financial information prepared and presented in accordance with GAAP. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures. In particular, many of the adjustments to the Company’s financial measures reflect the exclusion of items that are recurring and will be reflected in its financial results for the foreseeable future.

 

Stock-Based Compensation

The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. The Company believes that presenting non-GAAP operating results that exclude stock-based compensation provides investors with visibility and insight into its management’s method of analysis and its core operating performance.

 

Amortization of Acquired Technology (including software licenses); Amortization of Acquired Intangible Assets

Amortization amounts are inconsistent in frequency and amount and are significantly impacted by the timing and size of acquisitions. Amortization of acquired technology is reported separately within Cost of revenue and Amortization of acquired intangible assets is reported separately within Operating expenses. These items are reported collectively as Amortization of acquired intangible assets in the accompanying reconciliations of non-GAAP and GAAP financial measures. The Company believes that excluding non-cash amortization of these intangible assets facilitates the comparison of its financial results to its historical operating results and to other companies in its industry as if the acquired intangible assets had been developed internally rather than acquired.

 

Litigation Costs

In connection with certain ongoing litigation where Ribbon is the defendant (as described in Note 26 to the Company's Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2023), the Company has incurred litigation costs beginning in 2023. Also, on October 14, 2024, a settlement in principle was reached on one of these legal matters and the Company accrued the $5 million settlement in the third quarter of 2024. These costs are included as a component of general and administrative expense. The Company believes that such costs are not part of its core business or ongoing operations, are unplanned, and generally are not within its control. Accordingly, the Company believes that excluding litigation costs related to these specific legal matters facilitates the comparison of the Company’s financial results to its historical operating results and to other companies in its industry.

 

3


 

 

Acquisition-, Disposal- and Integration-Related

The Company considers certain acquisition-, disposal- and integration-related costs to be unrelated to the organic continuing operations of the Company and its acquired businesses. Such costs are generally not relevant to assessing or estimating the long-term performance of the acquired assets. The Company excludes such acquisition-, disposal- and integration-related costs to allow more accurate comparisons of its financial results to its historical operations and the financial results of less acquisitive peer companies and allows management and investors to consider the ongoing operations of the business both with and without such expenses.

 

Restructuring and Related

The Company has recorded restructuring and related expense to streamline operations and reduce operating costs by closing and consolidating certain facilities and reducing its worldwide workforce. The Company believes that excluding restructuring and related expense facilitates the comparison of its financial results to its historical operating results and to other companies in its industry, as there are no future revenue streams or other benefits associated with these costs.

 

Preferred Stock and Warrant Liability Mark-to-Market Adjustment

The Company recorded adjustments to the fair value of its Series A Preferred Stock and Warrants to purchase shares of the Company’s common stock in Other (expense) income, net. Both of these instruments were issued in March 2023 in connection with the Company’s private placement and have been classified as liabilities and marked to market each reporting period until the Series A Preferred Stock was fully redeemed on June 25, 2024. The Warrant liability remains outstanding and will continue to be marked to market each reporting period. The Company excluded these gains and losses from the change in the fair value of these liabilities because it believes that such gains or losses were not part of its core business or ongoing operations.

 

Tax Effect of Non-GAAP Adjustments

The Non-GAAP income tax provision is presented based on an estimated tax rate applied against forecasted annual non-GAAP income. The Non-GAAP income tax provision assumes no available net operating losses or valuation allowances for the U.S. because of reporting significant cumulative non-GAAP income over the past several years. The Company is reporting its non-GAAP quarterly income taxes by computing an annual rate for the Company and applying that single rate (rather than multiple rates by jurisdiction) to its consolidated quarterly results. The Company expects that this methodology will provide a consistent rate throughout the year and allow investors to better understand the impact of income taxes on its results. Due to the methodology applied to its estimated annual tax rate, the Company’s estimated tax rate on non-GAAP income will differ from its GAAP tax rate and from its actual tax liabilities.

 

Adjusted EBITDA

The Company uses Adjusted EBITDA as a supplemental measure to review and assess its performance. The Company calculates Adjusted EBITDA by excluding from income (loss) from operations: depreciation; stock-based compensation; amortization of acquired intangible assets; certain litigation costs; acquisition-, disposal- and integration-related expense; and restructuring and related expense. In general, the Company excludes the expenses that it considers to be non-cash and/or not a part of its ongoing operations. The Company may exclude other items in the future that have those characteristics. Adjusted EBITDA is a non-GAAP financial measure that is used by the investing community for comparative and valuation purposes. The Company discloses this metric to support and facilitate dialogue with research analysts and investors. Other companies may calculate Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure.

 

4


 

 

RIBBON COMMUNICATIONS INC.

Consolidated Statements of Operations

(in thousands, except percentages and per share amounts)

(unaudited)

 

    Three months ended  
    September 30,     June 30,     September 30,  
    2024     2024     2023  
Revenue:                        
Product   $ 112,151     $ 99,133     $ 108,501  
Service     98,087       93,487       94,660  
Total revenue     210,238       192,620       203,161  
                         
Cost of revenue:                        
Product     59,405       54,845       59,436  
Service     34,893       33,376       33,065  
Amortization of acquired technology     6,323       6,532       7,157  
Total cost of revenue     100,621       94,753       99,658  
                         
Gross profit     109,617       97,867       103,503  
                         
Gross margin     52.1 %     50.8 %     50.9 %
                         
Operating expenses:                        
Research and development     45,645       43,489       46,229  
Sales and marketing     33,060       32,984       32,795  
General and administrative     21,588       14,901       12,885  
Amortization of acquired intangible assets     6,457       6,508       7,216  
Acquisition-, disposal- and integration-related     -       -       842  
Restructuring and related     3,794       1,920       2,680  
Total operating expenses     110,544       99,802       102,647  
                         
Income (loss) from operations     (927 )     (1,935 )     856  
Interest expense, net     (11,952 )     (3,879 )     (7,143 )
Other (expense) income, net     1,056       (9,503 )     (2,620 )
                         
Income (loss) before income taxes     (11,823 )     (15,317 )     (8,907 )
Income tax benefit (provision)     (1,599 )     (1,499 )     (4,594 )
                         
Net income (loss)   $ (13,422 )   $ (16,816 )   $ (13,501 )
                         
Earnings (loss) per share:                        
Basic   $ (0.08 )   $ (0.10 )   $ (0.08 )
Diluted   $ (0.08 )   $ (0.10 )   $ (0.08 )
                         
Weighted average shares used to compute earnings (loss) per share:                        
Basic     174,613       173,793       171,190  
Diluted     174,613       173,793       171,190  

 

5


 

 

RIBBON COMMUNICATIONS INC.

Consolidated Statements of Operations

(in thousands, except percentages and per share amounts)

(unaudited)

 

    Nine months ended  
    September 30,     September 30,  
    2024     2023  
Revenue:                
Product   $ 298,894     $ 319,166  
Service     283,628       280,772  
Total revenue     582,522       599,938  
                 
Cost of revenue:                
Product     160,044       189,426  
Service     103,633       102,152  
Amortization of acquired technology     19,406       21,985  
Total cost of revenue     283,083       313,563  
                 
Gross profit     299,439       286,375  
                 
Gross margin     51.4 %     47.7 %
                 
Operating expenses:                
Research and development     134,897       145,309  
Sales and marketing     100,760       102,099  
General and administrative     51,680       41,276  
Amortization of acquired intangible assets     19,671       21,740  
Acquisition-, disposal- and integration-related     -       2,982  
Restructuring and related     8,779       13,924  
Total operating expenses     315,787       327,330  
                 
Income (loss) from operations     (16,348 )     (40,955 )
Interest expense, net     (21,818 )     (20,331 )
Other (expense) income, net     (15,960 )     (536 )
                 
Income (loss) before income taxes     (54,126 )     (61,822 )
Income tax benefit (provision)     (6,473 )     (11,463 )
                 
Net income (loss)   $ (60,599 )   $ (73,285 )
                 
Earnings (loss) per share:                
Basic   $ (0.35 )   $ (0.43 )
Diluted   $ (0.35 )   $ (0.43 )
                 
Weighted average shares used to compute earnings (loss) per share:                
Basic     173,615       169,955  
Diluted     173,615       169,955  

 

6


 

 

RIBBON COMMUNICATIONS INC.

Consolidated Balance Sheets

(in thousands)

(unaudited)

 

    September 30,     December 31,  
    2024     2023  
Assets                
Current assets:                
Cash and cash equivalents   $ 37,240     $ 26,494  
Restricted cash     2,853       136  
Accounts receivable, net     249,183       268,421  
Inventory     77,316       77,521  
Other current assets     49,987       46,146  
Total current assets     416,579       418,718  
                 
Property and equipment, net     48,782       41,820  
Intangible assets, net     199,322       238,087  
Goodwill     300,892       300,892  
Deferred income taxes     84,472       69,761  
Operating lease right-of-use assets     30,732       39,783  
Other assets     33,980       35,092  
    $ 1,114,759     $ 1,144,153  
                 
Liabilities and Stockholders' Equity                
Current liabilities:                
Current portion of term debt   $ 4,813     $ 35,102  
Accounts payable     78,939       85,164  
Accrued expenses and other     102,942       91,687  
Operating lease liabilities     10,644       15,739  
Deferred revenue     95,761       113,381  
Total current liabilities     293,099       341,073  
                 
Long-term debt, net of current     332,428       197,482  
Warrant liability     5,587       5,295  
Preferred stock liability     -       53,337  
Operating lease liabilities, net of current     33,249       38,711  
Deferred revenue, net of current     16,751       19,218  
Deferred income taxes     5,616       5,616  
Other long-term liabilities     32,495       30,658  
Total liabilities     719,225       691,390  
                 
Commitments and contingencies                
                 
Stockholders' equity:                
Common stock     17       17  
Additional paid-in capital     1,967,952       1,958,909  
Accumulated deficit     (1,580,549 )     (1,519,950 )
Accumulated other comprehensive income     8,114       13,787  
Total stockholders' equity     395,534       452,763  
    $ 1,114,759     $ 1,144,153  

 

7


 

 

RIBBON COMMUNICATIONS INC.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

    Nine months ended  
    September 30,     September 30,  
    2024     2023  
Cash flows from operating activities:                
Net income (loss)   $ (60,599 )   $ (73,285 )
Adjustments to reconcile net income (loss) to cash flows provided by (used in) operating activities:                
Depreciation and amortization of property and equipment     10,131       10,603  
Amortization of intangible assets     39,077       43,725  
Amortization of debt issuance costs and original issue discount     4,137       2,517  
Amortization of accumulated other comprehensive gain related to interest rate swap     (8,196 )     (3,818 )
Stock-based compensation     12,061       16,914  
Deferred income taxes     (14,614 )     (3,617 )
Gain on sale of swap     -       (7,301 )
Change in fair value of warrant liability     292       (444 )
Change in fair value of preferred stock liability     8,091       (572 )
Dividends accrued on preferred stock liability     2,743       2,573  
Payment of dividends accrued on preferred stock liability     (6,686 )     -  
Foreign currency exchange (gains) losses     1,357       1,174  
Changes in operating assets and liabilities:                
Accounts receivable     18,896       31,345  
Inventory     (1,630 )     (4,327 )
Other operating assets     9,456       27,785  
Accounts payable     (7,580 )     (22,276 )
Accrued expenses and other long-term liabilities     1,624       (16,255 )
Deferred revenue     (20,087 )     (7,793 )
Net cash provided by (used in) operating activities     (11,527 )     (3,052 )
                 
Cash flows from investing activities:                
Purchases of property and equipment     (14,428 )     (6,620 )
Purchases of software licenses     (462 )     -  
Net cash provided by (used in) investing activities     (14,890 )     (6,620 )
                 
Cash flows from financing activities:                
Borrowings under revolving line of credit     44,106       67,000  
Principal payments on revolving line of credit     (44,106 )     (57,000 )
Proceeds from issuance of term debt     342,300       -  
Principal payments of term debt     (236,270 )     (90,044 )
Payment of debt issuance costs     (5,985 )     (1,572 )
Proceeds from issuance of preferred stock and warrant liabilities     -       53,350  
Payment of preferred stock liability     (56,850 )     -  
Proceeds from the exercise of stock options     17       15  
Payment of tax obligations related to vested stock awards and units     (3,035 )     (3,912 )
Net cash provided by (used in) financing activities     40,177       (32,163 )
                 
Effect of exchange rate changes on cash and cash equivalents     (297 )     (926 )
                 
Net increase (decrease) in cash and cash equivalents     13,463       (42,761 )
Cash, cash equivalents and restricted cash, beginning of year     26,630       67,262  
Cash, cash equivalents and restricted cash, end of period   $ 40,093     $ 24,501  

 

8


 

 

RIBBON COMMUNICATIONS INC.

Supplemental Information

(in thousands)

(unaudited)

 

The following tables provide the details of stock-based compensation included as components of other line items in the Company's Consolidated Statements of Operations and the line items in which these amounts are reported.

 

    Three months ended     Nine months ended  
    September 30,     June 30,     September 30,     September 30,     September 30,  
    2024     2024     2023     2024     2023  
Stock-based compensation                                        
Cost of revenue - product   $ 64     $ 64     $ 121     $ 234     $ 385  
Cost of revenue - service     291       274       536       1,037       1,597  
Cost of revenue     355       338       657       1,271       1,982  
                                         
Research and development     745       616       1,259       2,429       3,821  
Sales and marketing     1,108       954       1,402       3,219       5,673  
General and administrative     1,837       1,586       1,632       5,142       5,438  
Operating expense     3,690       3,156       4,293       10,790       14,932  
                                         
Total stock-based compensation   $ 4,045     $ 3,494     $ 4,950     $ 12,061     $ 16,914  

 

9


 

 

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands, except per share amounts)

(unaudited)

 

    Three months ended  
    September 30,     June 30,     September 30,  
    2024     2024     2023  
GAAP Gross margin     52.1 %     50.8 %     50.9 %
Stock-based compensation     0.2 %     0.2 %     0.3 %
Amortization of acquired technology     3.0 %     3.4 %     3.6 %
Non-GAAP Gross margin     55.3 %     54.4 %     54.8 %
                         
GAAP Net income (loss)   $ (13,422 )   $ (16,816 )   $ (13,501 )
Stock-based compensation     4,045       3,494       4,950  
Amortization of intangible assets     12,780       13,040       14,373  
Litigation costs     6,896       1,768       478  
Acquisition-, disposal- and integration-related     -       -       842  
Restructuring and related     3,794       1,920       2,680  
Preferred stock and warrant liability mark-to-market adjustment     (583 )     8,210       148  
Tax effect of non-GAAP adjustments     (5,024 )     (3,095 )     (615 )
Non-GAAP Net income (loss)   $ 8,486     $ 8,521     $ 9,355  
                         
GAAP Diluted earnings (loss) per share   $ (0.08 )   $ (0.10 )   $ (0.08 )
Stock-based compensation     0.02       0.02       0.03  
Amortization of intangible assets     0.08       0.08       0.08  
Litigation costs     0.04       0.01       *  
Acquisition-, disposal- and integration-related     -       -       *  
Restructuring and related     0.02       0.01       0.02  
Preferred stock and warrant liability mark-to-market adjustment     *       0.05       *  
Tax effect of non-GAAP adjustments     (0.03 )     (0.02 )     *  
Non-GAAP Diluted earnings (loss) per share   $ 0.05     $ 0.05     $ 0.05  
                         
Weighted average shares used to compute diluted earnings (loss) per share                        
Shares used to compute GAAP diluted earnings (loss) per share     174,613       173,793       171,190  
Shares used to compute Non-GAAP diluted earnings (loss) per share     177,028       176,246       176,298  
                         
GAAP Income (loss) from operations   $ (927 )   $ (1,935 )   $ 856  
Depreciation     3,361       3,376       3,544  
Stock-based compensation     4,045       3,494       4,950  
Amortization of intangible assets     12,780       13,040       14,373  
Litigation costs     6,896       1,768       478  
Acquisition-, disposal- and integration-related     -       -       842  
Restructuring and related     3,794       1,920       2,680  
Non-GAAP Adjusted EBITDA   $ 29,949     $ 21,663     $ 27,723  

 

* Less than $0.01 impact on earnings (loss) per share.

 

10


 

 

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands, except per share amounts)

(unaudited)

 

    Nine months ended  
    September 30,     September 30,  
    2024     2023  
GAAP Gross Margin     51.4 %     47.7 %
Stock-based compensation     0.2 %     0.3 %
Amortization of acquired technology     3.4 %     3.7 %
Non-GAAP Gross Margin     55.0 %     51.7 %
                 
GAAP Net income (loss)   $ (60,599 )   $ (73,285 )
Stock-based compensation     12,061       16,914  
Amortization of intangible assets     39,077       43,725  
Litigation costs     9,615       769  
Acquisition-, disposal- and integration-related     -       2,982  
Restructuring and related     8,779       13,924  
Preferred stock and warrant liability mark-to-market adjustment     11,126       1,558  
Preferred stock and warrant liability issuance costs     -       3,545  
Tax effect of non-GAAP adjustments     (4,148 )     4,144  
Non-GAAP Net income (loss)   $ 15,911     $ 14,276  
                 
GAAP Diluted earnings (loss) per share   $ (0.35 )   $ (0.43 )
Stock-based compensation     0.07       0.10  
Amortization of intangible assets     0.23       0.26  
Litigation costs     0.05       *  
Acquisition-, disposal- and integration-related     -       0.02  
Restructuring and related     0.05       0.08  
Preferred stock and warrant liability mark-to-market adjustment     0.06       0.01  
Preferred stock and warrant liability issuance costs     -       0.02  
Tax effect of non-GAAP adjustments     (0.02 )     0.02  
Non-GAAP Diluted earnings (loss) per share   $ 0.09     $ 0.08  
                 
Weighted average shares used to compute diluted earnings (loss) per share                
Shares used to compute GAAP diluted earnings (loss) per share     173,615       169,955  
Shares used to compute Non-GAAP diluted earnings (loss) per share     176,416       175,986  
                 
GAAP Income (loss) from operations   $ (16,348 )   $ (40,955 )
Depreciation     10,131       10,603  
Stock-based compensation     12,061       16,914  
Amortization of intangible assets     39,077       43,725  
Litigation costs     9,615       769  
Acquisition-, disposal- and integration-related     -       2,982  
Restructuring and related     8,779       13,924  
Non-GAAP Adjusted EBITDA   $ 63,315     $ 47,962  

 

* Less than $0.01 impact on earnings (loss) per share.

 

11


 

 

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands)

(unaudited)

 

    Trailing Twelve Months  
    September 30,     June 30,     September 30,  
    2024     2024     2023  
GAAP Income (loss) from operations   $ 322     $ 2,105     $ (39,690 )
Depreciation     13,633       13,816       14,210  
Stock-based compensation     16,953       17,858       22,126  
Amortization of intangible assets     52,243       53,836       58,694  
Litigation costs     10,153       3,735       769  
Acquisition-, disposal- and integration-related     1,494       2,336       4,896  
Restructuring and related     11,064       9,950       15,780  
Non-GAAP Adjusted EBITDA   $ 105,862     $ 103,636     $ 76,785  

 

12


 

 

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures - Outlook

(unaudited)

 

    Three months ending     Year ending  
    December 31, 2024     December 31, 2024  
    Midpoint (1)     Range     Midpoint (1)     Range  
Revenue ($ millions)   $ 245       +/-$10M     $ 828       +/-$10M  
                                 
Gross margin:                                
GAAP outlook     53.30 %             52.00 %        
Stock-based compensation     0.20 %             0.20 %        
Amortization of acquired technology     2.25 %             3.00 %        
Non-GAAP outlook     55.75 %     +/-0.25 %     55.20 %     +/-0.1 %
                                 
Adjusted EBITDA ($ millions):                                
GAAP income (loss) from operations   $ 26.9             $ 10.4          
Depreciation     3.5               13.6          
Stock-based compensation     4.1               16.2          
Amortization of intangible assets     11.8               50.8          
Litigation costs     1.4               11.0          
Restructuring and related     1.3               10.0          
Non-GAAP outlook   $ 49.0       +/-$3M     $ 112.0       +/-$3M  

 

(1) Q4 2024 and FY 2024 outlook represents the midpoint of the expected ranges

 

13