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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

 

February 12, 2025

 

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 February 12, 2025, Ribbon Communications Inc. (the "Company") issued a press release reporting financial information for the quarter ended December 31, 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 February 12, 2025.
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: February 12, 2025 Ribbon Communications Inc.
   
  By: /s/ Patrick Macken
    Name: Patrick W. Macken
    Title: Executive Vice President, Chief Legal Officer and Secretary

 

 

 

EX-99.1 2 tm256301d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1 

 

 

 

Ribbon Communications Inc. Reports
Fourth Quarter and Full Year 2024 Financial Results

 

Record Quarterly Sales and Operating Income

Revenue Grows 11% YoY with Strong Demand from Service Providers,
Enterprise Customers, and U.S. Federal Agencies

 

February 12, 2025

 

Conference Call Details:

Conference call to discuss the Company’s financial results for the fourth quarter and year ended December 31, 2024.

 

Date: Wednesday, February 12, 2025

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 prominent supplier of real-time communications technology and IP optical networking solutions, today announced its financial results for the fourth quarter and the full year of 2024. Ribbon Communications is dedicated to assisting the world's largest service providers, enterprises, and critical infrastructure operators in modernizing and safeguarding their networks and services.

 

Revenue for the fourth quarter of 2024 was $251 million, compared to $226 million for the fourth quarter of 2023 and $210 million for the third quarter of 2024. GAAP Operating Income was $33 million, compared to $17 million for the fourth quarter of 2023. Quarterly Non-GAAP Adjusted EBITDA increased by 30% year over year to $55 million, or 22% of sales.

 

For the full year 2024, Revenue was $834 million, compared to $826 million for the full year 2023. GAAP Operating Income was $17 million, compared to a loss of ($24) million for 2023. Non-GAAP Adjusted EBITDA improved by 31% to $119 million, or 14% of sales. GAAP and Non-GAAP Gross Margins for the full year increased approximately 300 basis points to 53% and 56% respectively, with improvement in both operating segments.

 

“Our fourth quarter results were very strong across all key financial metrics, achieving record levels of revenue, near the top end of our guidance, and profitability, exceeding our guidance. We believe this is a clear validation of our strategy and a culmination of the effort over the last several years to diversify and drive profitable growth in both Service Provider and Enterprise markets,” stated Bruce McClelland, President and Chief Executive Officer of Ribbon Communications.

 

“Revenue growth was underpinned by higher sales to U.S. Tier One Service Providers, U.S. Federal Defense agencies, and Enterprise customers. We also had solid contribution from U.S. Rural Broadband, Europe, and India. When combined with robust margins and our continued operational expense control, profitability improved more than 30% compared to 2023,” Mr. McClelland added. “It is especially satisfying to generate Adjusted EBITDA for the full year at the high end of our original guidance range despite the suspension of shipments to Eastern Europe. Our visibility has improved, and we anticipate further momentum in 2025 as the industry-wide focus on network modernization and the investment in fiber networks drives a strong growth cycle.”

 

Financial Highlights1

 

    Three months ended     Year ended  
    December 31,     December 31,  
In millions, except per share amounts   2024     2023     2024     2023  
GAAP Revenue   $ 251     $ 226     $ 834     $ 826  
GAAP Net income (loss)   $ 6     $ 7     $ (54 )   $ (66 )
Non-GAAP Net income (loss)   $ 28     $ 22     $ 44     $ 36  
Non-GAAP Adjusted EBITDA   $ 55     $ 43     $ 119     $ 91  
GAAP diluted earnings (loss) per share   $ 0.04     $ 0.04     $ (0.31 )   $ (0.39 )
Non-GAAP diluted earnings (loss) per share   $ 0.16     $ 0.12     $ 0.25     $ 0.21  
Weighted average shares outstanding basic     175       172       174       170  
Weighted average shares outstanding diluted     179       173       177       173  

 

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.

 

1


 

 

 

“The fourth quarter was a very strong finish for Ribbon and capped off a transformative year for the business. Improved earnings generation enabled us to successfully refinance our credit facility earlier in the year, and momentum accelerated with the launch of the voice network modernization program with Verizon. Increased business across both Enterprise and Service Providers resulted in a record level of sales in the fourth quarter along with a book-to-bill of 1.1x times. Cash from operations benefitted from higher collections, resulting in a year-end cash position of $90 million. I’m very excited about our growth prospects for 2025,” said John Townsend, Chief Financial Officer of Ribbon Communications.

 

Business Outlook2

 

For 2025, the Company expects profitable growth in both operating segments, with continued momentum from network modernization across Service Providers, Enterprise and Federal and Defense Customers. We expect a normal seasonal pattern with the business accelerating as the year progresses.

 

For the full year 2025, the Company projects revenue of $870 million to $890 million. Non-GAAP gross margin is projected in a range of 54% to 55%. Adjusted EBITDA is projected in a range of $130 million to $140 million.

 

For the first quarter of 2025, the Company projects revenue of $185 million to $195 million. Non-GAAP gross margin is projected in a range of 53% to 53.5%. Adjusted EBITDA is projected in a range of $12 million to $18 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

 

· March 3-6, 2025: Mobile World Congress
· March 17-20, 2025: Enterprise Connect
· March 30-April 3, 2025: Optical Fiber Communication Conference and Exhibition
· May 21-22, 2025: B. Riley Securities 25th Annual Institutional Investor Conference

 

2


 

 

 

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 first quarter of 2025 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.

 

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.

 

3


 

 

 

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 that began 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.

 

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.

 

4


 

 

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 Indemnification Write-Off

 

In connection with the Company's acquisition of ECI Telecom Group Ltd. in 2020, a portion of the shares of our common stock that were issued as consideration were held in escrow for potential future tax liabilities. This $6 million tax indemnity asset, consisting of 2 million shares of common stock held in escrow, was written off upon its expiration on December 31, 2024. The Company believes that excluding this tax indemnification write-off facilitates the comparison of the Company's financial results to its historical operating results and to other companies in its industry.

 

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.

 

5


 

 

RIBBON COMMUNICATIONS INC.
Consolidated Statements of Operations
(in thousands, except percentages and per share amounts)
(unaudited)

 

    Three months ended   
    December 31,     September 30,     December 31,  
    2024     2024     2023  
Revenue:                  
Product   $ 148,335     $ 112,151     $ 125,984  
Service     103,024       98,087       100,417  
Total revenue     251,359       210,238       226,401  
                         
Cost of revenue:                        
Product     68,483       59,405       61,183  
Service     37,316       34,893       37,205  
Amortization of acquired technology     5,487       6,323       6,305  
Total cost of revenue     111,286       100,621       104,693  
                         
Gross profit     140,073       109,617       121,708  
                         
Gross margin     55.7 %     52.1 %     53.8 %
                         
Operating expenses:                        
Research and development     45,044       45,645       45,351  
Sales and marketing     37,070       33,060       35,361  
General and administrative     17,060       21,588       13,686  
Amortization of acquired intangible assets     6,298       6,457       6,861  
Acquisition-, disposal- and integration-related     -       -       1,494  
Restructuring and related     1,381       3,794       2,285  
Total operating expenses     106,853       110,544       105,038  
                         
Income (loss) from operations     33,220       (927 )     16,670  
Interest expense, net     (12,003 )     (11,952 )     (6,989 )
Other (expense) income, net     (13,159 )     1,056       (3,232 )
                         
Income (loss) before income taxes     8,058       (11,823 )     6,449  
Income tax benefit (provision)     (1,694 )     (1,599 )     630  
                         
Net income (loss)   $ 6,364     $ (13,422 )   $ 7,079  
                         
Earnings (loss) per share:                        
Basic   $ 0.04     $ (0.08 )   $ 0.04  
Diluted   $ 0.04     $ (0.08 )   $ 0.04  
                         
Weighted average shares used to compute earnings (loss) per share:                        
Basic     175,321       174,613       171,755  
Diluted     178,703       174,613       172,990  

6


 

 

 

RIBBON COMMUNICATIONS INC.
Consolidated Statements of Operations
(in thousands, except percentages and per share amounts)
(unaudited)

 

    Year ended  
    December 31,     December 31,  
    2024     2023  
Revenue:            
Product   $ 447,229     $ 445,150  
Service     386,652       381,189  
Total revenue     833,881       826,339  
                 
Cost of revenue:                
Product     228,527       250,609  
Service     140,949       139,357  
Amortization of acquired technology     24,893       28,290  
Total cost of revenue     394,369       418,256  
                 
Gross profit     439,512       408,083  
                 
Gross margin     52.7 %     49.4 %
                 
Operating expenses:                
Research and development     179,941       190,660  
Sales and marketing     137,830       137,460  
General and administrative     68,740       54,962  
Amortization of acquired intangible assets     25,969       28,601  
Acquisition-, disposal- and integration-related     -       4,476  
Restructuring and related     10,160       16,209  
Total operating expenses     422,640       432,368  
                 
Income (loss) from operations     16,872       (24,285 )
Interest expense, net     (33,821 )     (27,320 )
Other (expense) income, net     (29,119 )     (3,768 )
                 
Income (loss) before income taxes     (46,068 )     (55,373 )
Income tax benefit (provision)     (8,167 )     (10,833 )
                 
Net income (loss)   $ (54,235 )   $ (66,206 )
                 
Earnings (loss) per share:                
Basic   $ (0.31 )   $ (0.39 )
Diluted   $ (0.31 )   $ (0.39 )
                 
Weighted average shares used to compute earnings (loss) per share:                
Basic     174,044       170,408  
Diluted     174,044       170,408  

 

7


 

 

 

RIBBON COMMUNICATIONS INC.
Consolidated Balance Sheets
(in thousands)
(unaudited)

 

    December 31,     December 31,  
    2024     2023  
Assets                
Current assets:                
Cash and cash equivalents   $ 87,770     $ 26,494  
Restricted cash     2,709       136  
Accounts receivable, net     254,718       268,421  
Inventory     79,179       77,521  
Other current assets     39,286       46,146  
Total current assets     463,662       418,718  
                 
Property and equipment, net     60,364       41,820  
Intangible assets, net     187,537       238,087  
Goodwill     300,892       300,892  
Deferred income taxes     88,982       69,761  
Operating lease right-of-use assets     34,544       39,783  
Other assets     26,573       35,092  
    $ 1,162,554     $ 1,144,153  
                 
Liabilities and Stockholders' Equity                
Current liabilities:                
Current portion of term debt   $ 6,125     $ 35,102  
Accounts payable     87,759       85,164  
Accrued expenses and other     106,251       91,687  
Operating lease liabilities     9,443       15,739  
Deferred revenue     119,295       113,381  
Total current liabilities     328,873       341,073  
                 
Long-term debt, net of current     330,726       197,482  
Warrant liability     8,064       5,295  
Preferred stock liability     -       53,337  
Operating lease liabilities, net of current     37,376       38,711  
Deferred revenue, net of current     20,991       19,218  
Deferred income taxes     5,941       5,616  
Other long-term liabilities     25,962       30,658  
Total liabilities     757,933       691,390  
                 
Commitments and contingencies                
                 
Stockholders' equity:                
Common stock     18       17  
Additional paid-in capital     1,970,708       1,958,909  
Accumulated deficit     (1,574,185 )     (1,519,950 )
Accumulated other comprehensive income     8,080       13,787  
Total stockholders' equity     404,621       452,763  
    $ 1,162,554     $ 1,144,153  

 

8


 

 

 

RIBBON COMMUNICATIONS INC.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

 

    Year ended  
    December 31,     December 31,  
    2024     2023  
Cash flows from operating activities:                
Net income (loss)   $ (54,235 )   $ (66,206 )
Adjustments to reconcile net income (loss) to cash flows provided by (used in) operating activities:                
Depreciation and amortization of property and equipment     13,539       14,105  
Amortization of intangible assets     50,862       56,891  
Amortization of debt issuance costs and original issue discount     4,847       3,241  
Amortization of accumulated other comprehensive gain related to interest rate swap     (8,196 )     (5,575 )
Stock-based compensation     16,086       21,806  
Deferred income taxes     (16,887 )     (9,196 )
Gain on sale of swap     -       (7,301 )
Change in fair value of warrant liability     2,769       (201 )
Change in fair value of preferred stock liability     8,091       1,548  
Dividends accrued on preferred stock liability     2,743       3,935  
Payment of dividends accrued on preferred stock liability     (6,686 )     -  
Foreign currency exchange (gains) losses     5,741       (44 )
Changes in operating assets and liabilities:                
Accounts receivable     12,420       5,726  
Inventory     (3,616 )     (10,701 )
Other operating assets     30,459       34,834  
Accounts payable     (6,016 )     (10,498 )
Accrued expenses and other long-term liabilities     (9,367 )     (14,684 )
Deferred revenue     7,686       (593 )
Net cash provided by (used in) operating activities     50,240       17,087  
                 
Cash flows from investing activities:                
Purchases of property and equipment     (22,406 )     (9,381 )
Purchases of software licenses     (462 )     (100 )
Net cash provided by (used in) investing activities     (22,868 )     (9,481 )
                 
Cash flows from financing activities:                
Borrowings under revolving line of credit     44,106       97,000  
Principal payments on revolving line of credit     (44,106 )     (97,000 )
Proceeds from issuance of term debt     342,300       -  
Principal payments of term debt     (237,145 )     (95,058 )
Payment of debt issuance costs     (6,312 )     (1,685 )
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     21       15  
Payment of tax obligations related to vested stock awards and units     (4,308 )     (4,481 )
Net cash provided by (used in) financing activities     37,706       (47,859 )
                 
Effect of exchange rate changes on cash and cash equivalents     (1,229 )     (379 )
                 
Net increase (decrease) in cash and cash equivalents     63,849       (40,632 )
Cash, cash equivalents and restricted cash, beginning of year     26,630       67,262  
Cash, cash equivalents and restricted cash, end of period   $ 90,479     $ 26,630  

 

9


 

 

 

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     Year ended  
    December 31,     September 30,     December 31,     December 31,     December 31,  
    2024     2024     2023     2024     2023  
Stock-based compensation                                        
Cost of revenue - product   $ 66     $ 64     $ 125     $ 300     $ 510  
Cost of revenue - service     288       291       550       1,325       2,147  
Cost of revenue     354       355       675       1,625       2,657  
                                         
Research and development     737       745       1,112       3,166       4,933  
Sales and marketing     1,178       1,108       1,438       4,397       7,111  
General and administrative     1,756       1,837       1,667       6,898       7,105  
Operating expense     3,671       3,690       4,217       14,461       19,149  
                                         
Total stock-based compensation   $ 4,025     $ 4,045     $ 4,892     $ 16,086     $ 21,806  

 

10


 

 

 

RIBBON COMMUNICATIONS INC.
Reconciliation of Non-GAAP and GAAP Financial Measures
(in thousands, except per share amounts)
(unaudited)

 

    Three months ended  
    December 31,     September 30,     December 31,  
    2024     2024     2023  
GAAP Gross margin     55.7 %     52.1 %     53.8 %
Stock-based compensation     0.2 %     0.2 %     0.3 %
Amortization of acquired technology     2.2 %     3.0 %     2.7 %
Non-GAAP Gross margin     58.1 %     55.3 %     56.8 %
                         
GAAP Net income (loss)   $ 6,364     $ (13,422 )   $ 7,079  
Stock-based compensation     4,025       4,045       4,892  
Amortization of intangible assets     11,785       12,780       13,166  
Litigation costs     1,583       6,896       538  
Acquisition-, disposal- and integration-related     -       -       1,494  
Restructuring and related     1,381       3,794       2,285  
Preferred stock and warrant liability mark-to-market adjustment     2,478       (583 )     3,724  
Tax indemnification write-off     6,313       -       -  
Tax effect of non-GAAP adjustments     (5,648 )     (5,024 )     (11,606 )
Non-GAAP Net income (loss)   $ 28,281     $ 8,486     $ 21,572  
                         
GAAP Diluted earnings (loss) per share   $ 0.04     $ (0.08 )   $ 0.04  
Stock-based compensation     0.02       0.02       0.03  
Amortization of intangible assets     0.06       0.08       0.08  
Litigation costs     0.01       0.04        
Acquisition-, disposal- and integration-related     -       -       0.01  
Restructuring and related     0.01       0.02       0.01  
Preferred stock and warrant liability mark-to-market adjustment     0.01             0.02  
Tax indemnification write-off     0.04       -       -  
Tax effect of non-GAAP adjustments     (0.03 )     (0.03 )     (0.07 )
Non-GAAP Diluted earnings (loss) per share   $ 0.16     $ 0.05     $ 0.12  
                         
Weighted average shares used to compute diluted earnings (loss) per share                        
Shares used to compute GAAP diluted earnings (loss) per share     175,321       174,613       171,755  
Shares used to compute Non-GAAP diluted earnings (loss) per share     178,703       177,028       172,990  
                         
GAAP Income (loss) from operations   $ 33,220     $ (927 )   $ 16,670  
Depreciation     3,408       3,361       3,502  
Stock-based compensation     4,025       4,045       4,892  
Amortization of intangible assets     11,785       12,780       13,166  
Litigation costs     1,583       6,896       538  
Acquisition-, disposal- and integration-related     -       -       1,494  
Restructuring and related     1,381       3,794       2,285  
Non-GAAP Adjusted EBITDA   $ 55,402     $ 29,949     $ 42,547  

 

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

 

11


 

 

 

RIBBON COMMUNICATIONS INC.
Reconciliation of Non-GAAP and GAAP Financial Measures
(in thousands, except per share amounts)
(unaudited)

 

    Year ended  
    December 31,     December 31,  
    2024     2023  
GAAP Gross Margin     52.7 %     49.4 %
Stock-based compensation     0.2 %     0.3 %
Amortization of acquired technology     3.0 %     3.4 %
Non-GAAP Gross Margin     55.9 %     53.1 %
                 
GAAP Net income (loss)   $ (54,235 )   $ (66,206 )
Stock-based compensation     16,086       21,806  
Amortization of intangible assets     50,862       56,891  
Litigation costs     11,198       1,307  
Acquisition-, disposal- and integration-related     -       4,476  
Restructuring and related     10,160       16,209  
Preferred stock and warrant liability mark-to-market adjustment     13,604       5,282  
Preferred stock and warrant liability issuance costs     -       3,545  
Tax indemnification write-off     6,313       -  
Tax effect of non-GAAP adjustments     (9,796 )     (7,462 )
Non-GAAP Net income (loss)   $ 44,192     $ 35,848  
                 
GAAP Diluted earnings (loss) per share   $ (0.31 )   $ (0.39 )
Stock-based compensation     0.09       0.13  
Amortization of intangible assets     0.29       0.33  
Litigation costs     0.06       0.01  
Acquisition-, disposal- and integration-related     -       0.03  
Restructuring and related     0.06       0.09  
Preferred stock and warrant liability mark-to-market adjustment     0.08       0.03  
Preferred stock and warrant liability issuance costs     -       0.02  
Tax indemnification write-off     0.04       -  
Tax effect of non-GAAP adjustments     (0.06 )     (0.04 )
Non-GAAP Diluted earnings (loss) per share   $ 0.25     $ 0.21  
                 
Weighted average shares used to compute diluted earnings (loss) per share                
Shares used to compute GAAP diluted earnings (loss) per share     174,044       170,408  
Shares used to compute Non-GAAP diluted earnings (loss) per share     177,306       172,947  
                 
GAAP Income (loss) from operations   $ 16,872     $ (24,285 )
Depreciation     13,539       14,105  
Stock-based compensation     16,086       21,806  
Amortization of intangible assets     50,862       56,891  
Litigation costs     11,198       1,307  
Acquisition-, disposal- and integration-related     -       4,476  
Restructuring and related     10,160       16,209  
Non-GAAP Adjusted EBITDA   $ 118,717     $ 90,509  

 

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

 

12


 

 

 

RIBBON COMMUNICATIONS INC.
Reconciliation of Non-GAAP and GAAP Financial Measures
(in thousands)
(unaudited)

 

    Trailing Twelve Months  
    December 31,     September 30,     December 31,  
    2024     2024     2023  
GAAP Income (loss) from operations   $ 16,872     $ 322     $ (24,285 )
Depreciation     13,539       13,633       14,105  
Stock-based compensation     16,086       16,953       21,806  
Amortization of intangible assets     50,862       52,243       56,891  
Litigation costs     11,198       10,153       1,307  
Acquisition-, disposal- and integration-related     -       1,494       4,476  
Restructuring and related     10,160       11,064       16,209  
Non-GAAP Adjusted EBITDA   $ 118,717     $ 105,862     $ 90,509  

 

13


 

 

RIBBON COMMUNICATIONS INC.
Reconciliation of Non-GAAP and GAAP Financial Measures - Outlook
(unaudited)

 

    Three months ending     Year ending  
    March 31, 2025     December 31, 2025  
    Midpoint (1)     Range     Midpoint (1)     Range  
Revenue ($ millions)   $ 190     +/-$5M   $ 880     +/-$10M
                             
Gross margin:                            
GAAP outlook     50.25 %           52.0 %      
Stock-based compensation     0.20 %           0.2 %      
Amortization of acquired technology     2.80 %           2.3 %      
Non-GAAP outlook     53.25 %   +/-0.25%     54.5 %   +/-0.5%
                             
Adjusted EBITDA ($ millions):                            
GAAP income (loss) from operations   $ (6.4 )         $ 49.7        
Depreciation     3.6             15.8        
Stock-based compensation     4.0             16.2        
Amortization of intangible assets     11.5             44.1        
Litigation costs     0.3             1.2        
Restructuring and related     2.0             8.0        
Non-GAAP outlook   $ 15.0     +/-$3M   $ 135.0     +/-$5M

 

(1) Q1 2025 and FY 2025 outlook represents the midpoint of the expected ranges

 

14