Ribbon Communications Inc. Reports Second Quarter 2024 Financial Results

Net income increased 21% and Adjusted EBITDA up 65% in 1H 2024 YoY

Continued improvement in gross margin and lower operating expenses

Expect strong second half based on growth from U.S. Tier 1, Rural Broadband, Enterprise, and India

PLANO, Texas, July 24, 2024 /PRNewswire/ -- 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 second quarter of 2024.

Revenue for the second quarter of 2024 was $193 million, compared to $211 for the second quarter of 2023 and $180 million for the first quarter of 2024. First half 2024 GAAP Loss from Operations improved $26 million year over year to ($15 million), and Non-GAAP Adjusted EBITDA improved $13 million, or 65%, to $33 million. GAAP and Non-GAAP Gross Margin for the second quarter improved 260 and 240 basis points year over year, respectively.

"Earnings increased significantly in the first half of 2024 with Adjusted EBITDA increasing 65% year over year despite lower sales. The improvement in profitability was driven by higher gross margins and lower operating expenses year over year. Revenue in the second quarter was impacted by a large U.S. Federal deal that was delayed to the third quarter. Sales were also lower as we suspended product shipments into Eastern Europe due to the extended war in Ukraine and increased complexities of operating in the region," stated Bruce McClelland, President and Chief Executive Officer of Ribbon Communications.

Mr. McClelland added, "We continue to project a strong second half of 2024 as we ramp the recently announced Verizon Voice Network modernization program and anticipate strong growth in several other areas such as Enterprise, U.S. Rural Broadband, Europe, and India. Recent changes in the competitive landscape also present an opportunity for further share expansion. However, we have adjusted our full year 2024 guidance slightly to reflect a more conservative outlook for the Eastern European region for the rest of the year."



     
              Financial Highlights(1)




                                                                              Three months ended                    Six months ended


                                                                              June 30,                     June 30,



     
              
                In millions, except per share amounts    2024     2023             2024       2023



     GAAP Revenue                                                     $193     $211             $372       $397



     GAAP Net income (loss)                                          $(17)   $(21)           $(47)     $(60)



     Non-GAAP Net income (loss)                                         $9       $8               $7         $5



     Non-GAAP Adjusted EBITDA                                          $22      $23              $33        $20



     GAAP diluted earnings (loss) per share                        $(0.10) $(0.13)         $(0.27)   $(0.35)



     Non-GAAP diluted earnings (loss) per share                      $0.05    $0.04            $0.04      $0.03



     Weighted average shares outstanding basic                         174      170              173        169



     Weighted average shares outstanding diluted                       176      175              176        175




     
     (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.

"During the second quarter of 2024, we completed the refinancing of our capital structure with a $385 million five-year senior secured credit facility that provides us greater liquidity with less restrictions. Our new strategic banking group relationship with HPS Investment Partners, LLC and WhiteHorse Capital Management, LLC will also give us opportunities to support our future growth needs," said Mick Lopez, Chief Financial Officer of Ribbon Communications. "Additionally, we continue to improve our operations, driving a 240 basis point improvement year over year in gross margins and a $4 million reduction in expenses, resulting in the lowest level of operating expenses since the ECI acquisition in 2020."

Business Outlook(1 )
For the third quarter of 2024, the Company expects continued sequential growth in both of our businesses with revenue in a range of $205 million to $220 million. Non-GAAP gross margin is projected in a range of 53% to 53.5%. Adjusted EBITDA is projected in a range of $25 million to $30 million.

The Company has also adjusted full-year 2024 targets and now expects revenue in a range of $830 million to $850 million, non-GAAP gross margin in a range of 54% to 54.5%, and Adjusted EBITDA in a range of $105 million to $115 million.

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



     
     (1) 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

    --  August 27, 2024: Evercore ISI 2024 Semiconductor, IT Hardware &
        Networking Conference
    --  August 28, 2024: Jefferies Semiconductor, IT Hardware & Communication
        Technology Summit

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
The information in 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 third quarter of 2024 and beyond; 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 "believes", "estimates", "expects", "expectations", "intends", "may", "plans", "projects" and other similar language, are intended to identify forward-looking statements.

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 difficult to predict. Actual results may differ materially from those contemplated in these forward-looking statements due to various risks, uncertainties and other important factors, including, among others, the effects of geopolitical instabilities and wars, including in Israel and Ukraine (and the impact of sanctions and trade restrictions imposed as a result thereof); unpredictable fluctuations in quarterly revenue and operating results; increases in tariffs, trade restrictions or taxes on the Company's products; the impact of restructuring and cost-containment activities; operational disruptions at facilities located in Israel including as a result of military call-ups of the Company's employees in Israel, closure of the offices there or the temporary or long-term closure of contract manufacturing in the region; the potential impact of litigation; risks related to supply chain disruptions, including as a result of component availability; risks resulting from higher interests rates and continued inflationary pressures; risks related to cybersecurity and data intrusion; 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; market acceptance of the Company's products and services; rapid technological and market change; 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; and currency fluctuations.

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 and its Form 10-Q for the quarter ended March 31, 2024. In providing forward-looking statements, the Company expressly disclaims any obligation to update these statements publicly or otherwise, whether as a result of new information, future events 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 contract 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. 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 not within its control. Accordingly, the Company believes that excluding the 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.

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.

Conference Call Details:
Conference call to discuss the Company's financial results for the second quarter ended June 30, 2024.

Date: Wednesday, July 24, 2024
Time: 4:30 p.m. (ET)

Dial-In Information:
US/Canada: 877-407-2991
International: 201-389-0925
Instant Telephone Access: Call me(TM)

A telephone playback of the call will be available following the conference call until August 7, 2024 and can be accessed by calling 877-660-6853 or 201-612-7415 for international callers. The reservation number for the replay is 13747581.

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



     RIBBON COMMUNICATIONS INC.



     Consolidated Statements of Operations



     (in thousands, except percentages and per share amounts)



     (unaudited)






                                                                                                                            
              Three months ended


                                                                                                                     June 30,                  March 31,            June 30,


                                                                                                                         2024                        2024                 2023



     Revenue:


                                                                       
     Product                                      $99,133                     $87,610             $117,347


                                                                       
     Service                                       93,487                      92,054               93,271


                                                                       
     Total revenue                              192,620                     179,664              210,618





     Cost of revenue:


                                                                       
     Product                                       54,845                      45,794               67,927


                                                                       
     Service                                       33,376                      35,364               33,782


                                                                       
     Amortization of acquired technology                6,532                       6,551                7,439


                                                                       
     Total cost of revenue                       94,753                      87,709              109,148





     Gross profit                                                          97,867                                      91,955                     101,470





     Gross margin                                                          50.8 %                                     51.2 %                     48.2 %





     Operating expenses:


                                                                       
     Research and development                    43,489                      45,763               47,776


                                                                       
     Sales and marketing                         32,984                      34,716               33,905


                                                                       
     General and administrative                  14,901                      15,191               14,346


                                                                         Amortization of acquired intangible assets               6,508                       6,706                7,260


                                                                         Acquisition-, disposal- and integration-
                                                                          related                                                                                      498


                                                                       
     Restructuring and related                    1,920                       3,065                4,307


                                                                       
     Total operating expenses                    99,802                     105,441              108,092





     Income (loss) from operations                                        (1,935)                                   (13,486)                    (6,622)



     Interest expense, net                                                (3,879)                                    (5,987)                    (6,766)



     Other (expense) income, net                                          (9,503)                                    (7,513)                    (2,688)





     Income (loss) before income taxes                                   (15,317)                                   (26,986)                   (16,076)



     Income tax benefit (provision)                                       (1,499)                                    (3,375)                    (5,403)





     Net income (loss)                                                  $(16,816)                                  $(30,361)                  $(21,479)





     Income (loss) per share:


                                                                       
     Basic                                        $(0.10)                    $(0.18)             $(0.13)


                                                                       
     Diluted                                      $(0.10)                    $(0.18)             $(0.13)





     Weighted average shares used to compute income (loss) per share:


                                                                       
     Basic                                        173,793                     172,428              170,103


                                                                       
     Diluted                                      173,793                     172,428              170,103



     RIBBON COMMUNICATIONS INC.



     Consolidated Statements of Operations



     (in thousands, except percentages and per share amounts)



     (unaudited)






                                                                                                                             Six months ended


                                                                                                                     June 30,                 June 30,


                                                                                                                         2024                      2023



     Revenue:


                                                                       
     Product                                     $186,743                  $210,665


                                                                       
     Service                                      185,541                   186,112


                                                                       
     Total revenue                              372,284                   396,777





     Cost of revenue:


                                                                       
     Product                                      100,639                   129,990


                                                                       
     Service                                       68,740                    69,087


                                                                       
     Amortization of acquired technology               13,083                    14,828


                                                                       
     Total cost of revenue                      182,462                   213,905





     Gross profit                                                         189,822                                     182,872





     Gross margin                                                          51.0 %                                     46.1 %





     Operating expenses:


                                                                       
     Research and development                    89,252                    99,080


                                                                       
     Sales and marketing                         67,700                    69,304


                                                                       
     General and administrative                  30,092                    28,391


                                                                         Amortization of acquired intangible assets               13,214                    14,524


                                                                         Acquisition-, disposal- and integration-
                                                                          related                                                              2,140


                                                                       
     Restructuring and related                    4,985                    11,244


                                                                       
     Total operating expenses                   205,243                   224,683





     Income (loss) from operations                                       (15,421)                                   (41,811)



     Interest expense, net                                                (9,866)                                   (13,188)



     Other (expense) income, net                                         (17,016)                                      2,084





     Income (loss) before income taxes                                   (42,303)                                   (52,915)



     Income tax benefit (provision)                                       (4,874)                                    (6,869)





     Net income (loss)                                                  $(47,177)                                  $(59,784)





     Income (loss) per share:


                                                                       
     Basic                                        $(0.27)                  $(0.35)


                                                                       
     Diluted                                      $(0.27)                  $(0.35)





     Weighted average shares used to compute income (loss) per share:


                                                                       
     Basic                                        173,110                   169,326


                                                                       
     Diluted                                      173,110                   169,326



     RIBBON COMMUNICATIONS INC.



     Consolidated Balance Sheets



     (in thousands)



     (unaudited)






                                                                                                          June 30,   December 31,


                                                                                                              2024            2023



     
                Assets



     Current assets:


                                                                Cash and cash equivalents                $64,558         $26,494


                                                        
           Restricted cash                            2,850             136


                                                                Accounts receivable, net                 210,954         268,421


                                                        
           Inventory                                 79,216          77,521


                                                        
           Other current assets                      46,576          46,146


                                                                Total current assets                     404,154         418,718





     Property and equipment, net                        40,824                                              41,820



     Intangible assets, net                            212,052                                             238,087


      Goodwill                                                                                           300,892         300,892



     Deferred income taxes                              78,067                                              69,761



     Operating lease right-of-use assets                33,901                                              39,783



     Other assets                                       35,562                                              35,092


                                                                                                        $1,105,452      $1,144,153





     
                Liabilities and Stockholders' Equity



     Current liabilities:


                                                                Current portion of term debt              $3,500         $35,102


                                                        
           Accounts payable                          64,333          85,164


                                                                Accrued expenses and other                92,847          91,687


                                                                Operating lease liabilities               12,347          15,739


                                                        
           Deferred revenue                          99,547         113,381


                                                                Total current liabilities                272,574         341,073





     Long-term debt, net of current                    333,979                                             197,482



     Warrant liability                                   6,170                                               5,295



     Preferred stock liability                                                                             53,337



     Operating lease liabilities, net of current        34,858                                              38,711



     Deferred revenue, net of current                   16,632                                              19,218



     Deferred income taxes                               5,616                                               5,616



     Other long-term liabilities                        30,601                                              30,658


                                                                          Total liabilities                700,430         691,390





     Commitments and contingencies





     Stockholders' equity:


                                                        
           Common stock                                  17              17


                                                                Additional paid-in capital             1,964,304       1,958,909


                                                        
           Accumulated deficit                  (1,567,127)    (1,519,950)


                                                                Accumulated other comprehensive
                                                                 income                                    7,828          13,787


                                                                          Total stockholders' equity       405,022         452,763


                                                                                                        $1,105,452      $1,144,153



           RIBBON COMMUNICATIONS INC.



           Consolidated Statements of Cash Flows



           (in thousands)



           (unaudited)






                                                                                                             Six months ended


                                                                                                  June 30,                    June 30,


                                                                                                      2024                         2023



           Cash flows from operating activities:


              Net loss                                                                             $(47,177)                   $(59,784)


              Adjustments to reconcile net income (loss) to cash flows provided by (used
               in) operating activities:


                Depreciation and amortization of property and equipment                              6,770                        7,059


        
           Amortization of intangible assets                                                   26,297                       29,352


                Amortization of debt issuance costs and original issue discount                      3,445                        1,793


                Amortization of accumulated other comprehensive gain related to
                 interest rate swap                                                                (8,196)                     (2,062)


        
           Stock-based compensation                                                             8,016                       11,964


        
           Deferred income taxes                                                              (8,104)                     (6,946)


        
           Gain on sale of swap                                                                     -                     (7,301)


        
           Change in fair value of warrant liability                                              875                      (1,318)


        
           Change in fair value of preferred stock liability                                    8,091                        1,456


        
           Dividends accrued on preferred stock liability                                       2,743                        1,272


                Payment of dividends accrued on preferred stock liability                          (6,686)


        
           Foreign currency exchange (gains) losses                                             2,023                      (1,080)


        
           Changes in operating assets and liabilities:


          
           Accounts receivable                                                               56,146                       21,534


          
           Inventory                                                                        (4,405)                     (2,221)


          
           Other operating assets                                                             8,854                       13,486


          
           Accounts payable                                                                (20,541)                     (1,740)


          
           Accrued expenses and other long-term liabilities                                 (8,407)                       2,343


          
           Deferred revenue                                                                (16,422)                         767


                    Net cash provided by (used in) operating activities                              3,322                        8,574





           Cash flows from investing activities:


      
           Purchases of property and equipment                                                  (5,613)                     (4,091)


      
           Purchases of software licenses                                                         (263)


                    Net cash provided by (used in) investing activities                            (5,876)                     (4,091)





           Cash flows from financing activities:


      
           Borrowings under revolving line of credit                                             44,106                       30,000


      
           Principal payments on revolving line of credit                                      (44,106)                    (30,000)


      
           Proceeds from issuance of term debt                                                  342,300


      
           Principal payments of term debt                                                    (235,395)                    (85,029)


      
           Payment of debt issuance costs                                                       (3,978)                     (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                            2


              Payment of tax obligations related to vested stock awards and units                  (2,638)                     (3,456)


                    Net cash provided by (used in) financing activities                             43,456                     (36,705)





           Effect of exchange rate changes on cash and cash equivalents                   (124)                  (394)





           Net increase (decrease) in cash and cash equivalents                          40,778                (32,616)



           Cash and cash equivalents, beginning of year                                  26,630                  67,262



           Cash and cash equivalents, end of period                                     $67,408                 $34,646



              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                                         Six months ended


                                                                   June 30,                  March 31,                  June 30,                June 30,         June 30,


                                                                       2024                        2024                       2023                     2024              2023



              
                Stock-based compensation



              Cost of revenue - product                                $64                        $106                       $115                     $170              $264



              Cost of revenue - service                                274                         472                        526                      746             1,061


                 Cost of revenue                                        338                         578                        641                      916             1,325





              Research and development                                 616                       1,068                      1,300                    1,684             2,562



              Sales and marketing                                      954                       1,157                      2,142                    2,111             4,271



              General and administrative                             1,586                       1,719                      2,033                    3,305             3,806


                 Operating expense                                    3,156                       3,944                      5,475                    7,100            10,639




                   Total stock-based
                    compensation                                     $3,494                      $4,522                     $6,116                   $8,016           $11,964



     RIBBON COMMUNICATIONS INC.



     Reconciliation of Non-GAAP and GAAP Financial Measures



     (in thousands, except per share amounts)



     (unaudited)






                                                                                                      
     Three months ended


                                                                                              June 30,         March 31,    June 30,


                                                                                                  2024               2024         2023





     
                GAAP Gross margin                                                            50.8 %            51.2 %      48.2 %



     Stock-based compensation                                                                   0.2 %             0.3 %       0.3 %



     Amortization of acquired technology                                                        3.4 %             3.6 %       3.5 %



     
                Non-GAAP Gross margin                                                        54.4 %            55.1 %      52.0 %





     
                GAAP Net income (loss)                                                    $(16,816)         $(30,361)   $(21,479)



     Stock-based compensation                                                                   3,494              4,522        6,116



     Amortization of acquired intangible assets                                                13,040             13,257       14,699



     Litigation costs                                                                           1,768                951          114



     Acquisition-, disposal- and integration-related                                                -                           498



     Restructuring and related                                                                  1,920              3,065        4,307



     Preferred stock and warrant liability mark-to-market adjustment                            8,210              3,499        1,410



     Tax effect of non-GAAP adjustments                                                       (3,095)             3,971        2,083



     
                Non-GAAP Net income (loss)                                                   $8,521           $(1,096)      $7,748





     
                GAAP Diluted earnings (loss) per share                                      $(0.10)           $(0.18)     $(0.13)



     Stock-based compensation                                                                    0.02               0.03         0.03



     Amortization of acquired intangible assets                                                  0.08               0.07         0.09



     Litigation costs                                                                            0.01               0.01            *



     Acquisition-, disposal- and integration-related                                                -                          0.01



     Restructuring and related                                                                   0.01               0.02         0.02



     Preferred stock and warrant liability mark-to-market adjustment                             0.05               0.02         0.01



     Tax effect of non-GAAP adjustments                                                        (0.02)              0.02         0.01



     
                Non-GAAP Diluted earnings (loss) per share                                    $0.05            $(0.01)       $0.04





     
                Weighted average shares used to compute diluted earnings (loss) per share



      Shares used to compute GAAP diluted earnings (loss) per share                           173,793            172,428      170,103



      Shares used to compute Non-GAAP diluted earnings (loss) per share                       176,246            172,428      175,220





     
                GAAP Income (loss) from operations                                         $(1,935)         $(13,486)    $(6,622)



     Depreciation                                                                               3,376              3,394        3,549



     Stock-based compensation                                                                   3,494              4,522        6,116



     Amortization of acquired intangible assets                                                13,040             13,257       14,699



     Litigation costs                                                                           1,768                951          114



     Acquisition-, disposal- and integration-related                                                -                           498



     Restructuring and related                                                                  1,920              3,065        4,307



     
                Non-GAAP Adjusted EBITDA                                                    $21,663            $11,703      $22,661





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



     RIBBON COMMUNICATIONS INC.



     Reconciliation of Non-GAAP and GAAP Financial Measures



     (in thousands, except per share amounts)



     (unaudited)






                                                                                               Six months ended


                                                                                       June 30,                  June 30,


                                                                                           2024                       2023





     
                GAAP Gross Margin                                                     51.0 %                    46.1 %



     Stock-based compensation                                                            0.2 %                     0.3 %



     Amortization of acquired technology                                                 3.5 %                     3.8 %



     
                Non-GAAP Gross Margin                                                 54.7 %                    50.2 %





     
                GAAP Net income (loss)                                             $(47,177)                 $(59,784)



     Stock-based compensation                                                            8,016                     11,964



     Amortization of acquired intangible assets                                         26,297                     29,352



     Litigation costs                                                                    2,719                        291



     Acquisition-, disposal- and integration-related                                         -                     2,140



     Restructuring and related                                                           4,985                     11,244



     Preferred stock and warrant liability mark-to-market adjustment                    11,709                      1,410



     Preferred stock and warrant liability issuance costs                                    -                     3,545



     Tax effect of non-GAAP adjustments                                                    876                      4,759



     
                Non-GAAP Net income (loss)                                            $7,425                     $4,921





     
                GAAP Diluted earnings (loss) per share                               $(0.27)                   $(0.35)



     Stock-based compensation                                                             0.05                       0.07



     Amortization of acquired intangible assets                                           0.14                       0.18



     Litigation costs                                                                     0.02                          *



     Acquisition-, disposal- and integration-related                                         -                      0.01



     Restructuring and related                                                            0.03                       0.06



     Preferred stock and warrant liability mark-to-market adjustment                      0.07                       0.01



     Preferred stock and warrant liability issuance costs                                    -                      0.02



     Tax effect of non-GAAP adjustments                                                      *                      0.03



     
                Non-GAAP Diluted earnings (loss) per share                             $0.04                      $0.03





     
                Weighted average shares used to compute diluted earnings per share



      Shares used to compute GAAP diluted loss per share                               173,110                    169,326



      Shares used to compute Non-GAAP diluted earnings per share                       175,784                    175,359





     
                GAAP Income (loss) from operations                                 $(15,421)                 $(41,811)



     Depreciation                                                                        6,770                      7,059



     Stock-based compensation                                                            8,016                     11,964



     Amortization of acquired intangible assets                                         26,297                     29,352



     Litigation costs                                                                    2,719                        291



     Acquisition-, disposal- and integration-related                                         -                     2,140



     Restructuring and related                                                           4,985                     11,244



     
                Non-GAAP Adjusted EBITDA                                             $33,366                    $20,239





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


                                             
              RIBBON COMMUNICATIONS INC.


                               
              Reconciliation of Non-GAAP and GAAP Financial Measures


                                                   
              (in thousands)


                                                    
              (unaudited)






                                                                                                          Trailing Twelve Months


                                                                                                 June 30,           March 31,    June 30,


                                                                                                     2024                 2024         2023





     
                GAAP Income (loss) from operations                                              $2,105             $(2,582)   $(43,842)



     Depreciation                                                                                 13,816               13,989       14,581



     Stock-based compensation                                                                     17,858               20,480       22,017



     Amortization of acquired intangible assets                                                   53,836               55,495       59,597



     Litigation costs                                                                              3,735                2,081          291



     Acquisition-, disposal- and integration-related                                               2,336                2,834        5,042



     Restructuring and related                                                                     9,950               12,337       14,369



     
                Non-GAAP Adjusted EBITDA                                                      $103,636             $104,634      $72,055


                                                                                          
              RIBBON COMMUNICATIONS INC.


                                                                       
              Reconciliation of Non-GAAP and GAAP Financial Measures - Outlook


                                                                                                 
              (unaudited)








                                                                                                                                                   Three months ending                                Year ending


                                                                                                                                                   September 30, 2024                             December 31, 2024


                                                                                                                                 Midpoint                                    Range      Midpoint
                                                                                                                                    (1)                                                    (1)                           Range





     
     Revenue ($ millions)                                                                    $212.5                                                    +/-$7.5M                 $840                     +/-$10M





     
     Gross margin:


                                      
     
                GAAP outlook                                                                 50.09 %                                                51.07 %


                                      
     Stock-based compensation                                                                   0.26 %                                                 0.24 %


                                      
     Amortization of acquired technology                                                        2.90 %                                                 2.94 %


                                      
     
                Non-GAAP outlook                                                             53.25 %                                +/- 0.25%      54.25 %                           +/-
                                                                                                                                                                                                                         0.25%





     
     Adjusted EBITDA ($ millions):


                                      
     
                GAAP income (loss) from operations                                              $3.0                                                    $5.9


                                      
     Depreciation                                                                                  3.8                                                    14.4


                                      
     Stock-based compensation                                                                      4.7                                                    17.2


                                      
     Amortization of acquired intangible assets                                                   12.8                                                    50.9


                                      
     Litigation costs                                                                              0.9                                                     4.6


                                      
     Restructuring and related                                                                     2.3                                                    17.0


                                      
     
                Non-GAAP outlook                                                               $27.5                              +/-$2.5M            $110.0                   +/-$5M






                                        (1) Q3 2024 and FY 2024 outlook represents the midpoint of the
                                         expected ranges

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SOURCE Ribbon Communications Inc.