Ribbon Communications Inc. Reports Second Quarter 2023 Financial Results

IP Optical Networks Sales up 24% and Enterprise up 65% Year Over Year

PLANO, Texas, July 26, 2023 /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 2023.

Revenue for the second quarter of 2023 was $211 million, compared to $206 million for the second quarter of 2022 and $186 million for the first quarter of 2023.

“Ribbon delivered solid results in the second quarter with sequential and year-over-year growth in both revenue and earnings. IP Optical Networks continued to build momentum with sales increasing 24% versus the same period in 2022, extending the trend of double-digit growth for the fourth consecutive quarter. Shipments to India continued to grow, and our cross-sell strategy resulted in strong growth in North America and Japan. Sales of our Cloud & Edge communications products to Enterprise customers grew 94% year over year, including a new strategic U.S. Federal agency win supporting modernization of critical voice communications,” stated Bruce McClelland, President and Chief Executive Officer of Ribbon Communications. “We continue to anticipate a stronger second half and are maintaining our full year guidance range for 2023, but, due to the overall projected mix, Adjusted EBITDA is expected to be towards the lower half of our $95–110M range, a significant 50% improvement vs. 2022.”

Financial Highlights¹

	Three months ended		Six months ended
	June 30,		June 30,
In millions, except per share amounts	2023	2022	2023	2022
GAAP Revenue	$ 211	$ 206	$ 397	$ 379
GAAP Net income (loss)	$ (21)	$ (30)	$ (60)	$ (100)
Non-GAAP Net income (loss)	$ 8	$ 10	$ 5	$ (2)
Non-GAAP Adjusted EBITDA	$ 23	$ 21	$ 20	$ 12
GAAP diluted earnings (loss) per share	$ (0.13)	$ (0.20)	$ (0.35)	$ (0.67)
Non-GAAP diluted earnings (loss) per share	$ 0.04	$ 0.06	$ 0.03	$ (0.01)
Weighted average shares outstanding basic	170	150	169	150
Weighted average shares outstanding diluted	175	154	175	154


¹Please 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.

Cash and cash equivalents totaled $35 million at June 30, 2023.

“Favorable mix and execution on our strategy to improve efficiency and reduce operating expenses contributed to earnings at the high end of our guidance range for the second quarter. This sets the stage for a strong second half as we expect margins to benefit from higher sales and to exceed our targeted expense reductions for the year,” said Mick Lopez, Chief Financial Officer of Ribbon Communications.

Business Outlook¹

For the third quarter of 2023, the Company projects revenue of $215 million to $225 million, Non-GAAP gross margin is projected in a range of 51.5% to 52.5%, and Adjusted EBITDA is projected in a range of $26 million to $32 million. The current outlook assumes no worsening of geopolitical conditions (and related sanctions activities) in regions that we operate in, including the ongoing war in Ukraine or civil unrest in Israel.

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 29-30, 2023: Jefferies Semiconductors, IT Hardware & Communications Infrastructure Summit
September 19, 2023: Northland Capital Markets Institutional Investor Conference
November 14, 2023: 17th Annual Needham Virtual Security, Networking, & Communications Conference

About Ribbon Ribbon Communications (Nasdaq: RBBN) delivers communications software, IP and optical networking solutions to service providers, enterprises and critical infrastructure sectors globally. We engage deeply with our customers, helping them modernize their networks for improved competitive positioning and business outcomes in today’s smart, always-on and data-hungry world. Our innovative, end-to-end solutions portfolio delivers unparalleled scale, performance, and agility, including core to edge software-centric solutions, cloud-native offers, leading-edge security and analytics tools, along with IP and optical networking solutions for 5G. 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 2023 and beyond; customer engagement and momentum; plans and objectives for future operations, including cost reductions; capital structure changes 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 disputes, including between Russia and Ukraine (and the impact of sanctions and trade restrictions imposed as a result thereof) and civil unrest in Israel; the potential impact of litigation; risks related to supply chain disruptions, including as a result of component availability; risks that the Company will not realize the estimated cost savings and/or anticipated benefits from its strategic restructuring efforts; the impact of restructuring and cost-containment activities; unpredictable fluctuations in quarterly revenue and operating results; risks related to the terms of the Company’s credit agreement including compliance with the financial covenants; risks resulting from rising interests rates and 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; increases in tariffs, trade restrictions or taxes on 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, 2022. 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 will allow investors to view the 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, its 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 a certain ongoing contract litigation where Ribbon is defendant (as described in Note 25 to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2022), the Company has incurred litigation costs beginning in the first quarter of 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 this specific legal matter 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 its acquired businesses and the Company. 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.

Decrease in Fair Value of Investments

The Company calculated the fair values of the debentures (the “Debentures”) and the warrants to purchase shares of AVCT common stock (the “AVCT Warrants”) it received as consideration in connection with the Kandy Sale (prior to September 8, 2021) and the 13,700,421 shares of AVCT common stock received upon the conversion of the Debentures and AVCT Warrants (effective September 8, 2021) and at each quarter-end until their disposal on August 29, 2022 when they were used as partial consideration in connection with the Company’s acquisition of perpetual software licenses from AVCT. The Company recorded any adjustments to their fair values in Other (expense) income, net. The Company excluded these gains and losses from the change in fair value of this investment because it believes that such gains or losses were not part of its core business or ongoing operations.

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 in Other (expense) income, net. Both instruments issued in March 2023 are classified as liabilities and 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.

Preferred Stock and Warrant Liability Issuance Costs

The Company incurred $3.5 million of investment banking, advisory and legal fees in its March 2023 Private Placement of Series A Preferred Stock and warrants to purchase shares of the Company’s common stock, both of which are classified by the Company as liabilities that are marked to market each reporting period. The Company excludes these issuance costs to allow more accurate comparisons of its financial results to its historical operations and the financial results of other companies in its industry, and it allows management and investors to consider the ongoing operations of the business both with and without such expenses.

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; impairment of goodwill; acquisition-, disposal- and integration-related expense; certain litigation costs; and restructuring and related expense. In general, the Company excludes the expenses that it considers to be non-cash and/or not 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, 2023 on July 26, 2023, via the investor section of its website at investors.ribboncommunications.com, where a replay will also be available shortly following the conference call.

Conference Call Details:

Date: July 26, 2023

Time: 4:30 p.m. (ET)

Dial-in number (USA): 877-407-2991

Dial-in number (Intl): 201-389-0925

Instant Telephone Access: Call me™

Replay information:

A telephone playback of the call will be available following the conference call until August 9, 2023 and can be accessed by calling 877-660-6853 or 201-612-7415 for international callers. The reservation number for the replay is 13739535.

Investor Relations

+1 (978) 614-8050

[email protected]

Media Contact

Catherine Berthier

+1 (646) 741-1974

[email protected]

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,
			2023	2023	2022
Revenue:
	Product		$ 117,347	$ 93,318	$ 112,667
	Service		93,271	92,841	93,129
		Total revenue	210,618	186,159	205,796

Cost of revenue:
	Product		67,927	62,063	58,151
	Service		33,782	35,305	35,207
	Amortization of acquired technology		7,439	7,389	7,888
		Total cost of revenue	109,148	104,757	101,246

Gross profit			101,470	81,402	104,550

Gross margin			48.2 %	43.7 %	50.8 %

Operating expenses:
	Research and development		47,776	51,304	51,103
	Sales and marketing		33,905	35,399	35,843
	General and administrative		14,346	14,045	12,901
	Amortization of acquired intangible assets		7,260	7,264	7,513
	Acquisition-, disposal- and integration-related		498	1,642	1,535
	Restructuring and related		4,307	6,937	2,894
		Total operating expenses	108,092	116,591	111,789

Loss from operations			(6,622)	(35,189)	(7,239)
Interest expense, net			(6,766)	(6,422)	(4,602)
Other (expense) income, net			(2,688)	4,772	(10,228)

Loss before income taxes			(16,076)	(36,839)	(22,069)
Income tax provision			(5,403)	(1,466)	(8,111)

Net loss			$ (21,479)	$ (38,305)	$ (30,180)

Loss per share:
	Basic		$ (0.13)	$ (0.23)	$ (0.20)
	Diluted		$ (0.13)	$ (0.23)	$ (0.20)

Weighted average shares used to compute loss per share:
	Basic		170,103	168,541	150,190
	Diluted		170,103	168,541	150,190

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


			Six months ended
			June 30,	June 30,
			2023	2022
Revenue:
	Product		$ 210,665	$ 194,657
	Service		186,112	184,337
		Total revenue	396,777	378,994

Cost of revenue:
	Product		129,990	109,360
	Service		69,087	70,874
	Amortization of acquired technology		14,828	16,155
		Total cost of revenue	213,905	196,389

Gross profit			182,872	182,605

Gross margin			46.1 %	48.2 %

Operating expenses:
	Research and development		99,080	103,793
	Sales and marketing		69,304	73,462
	General and administrative		28,391	25,763
	Amortization of acquired intangible assets		14,524	14,788
	Acquisition-, disposal- and integration-related		2,140	3,384
	Restructuring and related		11,244	7,708
		Total operating expenses	224,683	228,898

Loss from operations			(41,811)	(46,293)
Interest expense, net			(13,188)	(8,603)
Other income (expense), net			2,084	(39,028)

Loss before income taxes			(52,915)	(93,924)
Income tax provision			(6,869)	(6,231)

Net loss			$ (59,784)	$ (100,155)

Loss per share
	Basic		$ (0.35)	$ (0.67)
	Diluted		$ (0.35)	$ (0.67)

Weighted average shares used to compute loss per share:
	Basic		169,326	149,681
	Diluted		169,326	149,681

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


				June 30,	December 31,
				2023	2022
Assets
Current assets:
	Cash and cash equivalents			$ 34,646	$ 67,262
	Accounts receivable, net			253,045	267,244
	Inventory			74,382	75,423
	Other current assets			58,869	68,057
		Total current assets		420,942	477,986

Property and equipment, net				42,418	44,832
Intangible assets, net				265,376	294,728
Goodwill				300,892	300,892
Deferred income taxes				66,829	53,649
Operating lease right-of-use assets				42,390	44,888
Other assets				28,349	38,589
				$ 1,167,196	$ 1,255,564

Liabilities and Stockholders’ Equity
Current liabilities:
	Current portion of term debt			$ 25,073	$ 20,058
	Accounts payable			93,640	95,810
	Accrued expenses and other			97,620	85,270
	Operating lease liabilities			15,340	15,416
	Deferred revenue			113,915	113,939
		Total current liabilities		345,588	330,493

Long-term debt, net of current				216,332	306,270
Warrant liability				4,178	–
Preferred stock liability				50,582	–
Operating lease liabilities, net of current				41,827	46,183
Deferred revenue, net of current				20,045	19,254
Deferred income taxes				3,756	3,750
Other long-term liabilities				30,641	31,187
			Total liabilities	712,949	737,137

Commitments and contingencies

Stockholders’ equity:
	Common stock			17	17
	Additional paid-in capital			1,950,079	1,941,569
	Accumulated deficit			(1,513,528)	(1,453,744)
	Accumulated other comprehensive income			17,679	30,585
			Total stockholders’ equity	454,247	518,427
				$ 1,167,196	$ 1,255,564

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


					Six months ended
					June 30,	June 30,
					2023	2022
Cash flows from operating activities:
	Net loss				$ (59,784)	$ (100,155)
	Adjustments to reconcile net loss to cash flows provided by (used in) operating activities:
		Depreciation and amortization of property and equipment			7,059	7,773
		Amortization of intangible assets			29,352	30,943
		Amortization of debt issuance costs			1,793	1,078
		Amortization of accumulated other comprehensive gain related to interest rate swap			(2,062)	–
		Stock-based compensation			11,964	8,654
		Deferred income taxes			(6,946)	(9,900)
		Realized gain on swap sale			(7,301)	–
		Decrease in fair value of investments			–	39,411
		Change in fair value of warrant liability			(1,318)	–
		Change in fair value of preferred stock liability			1,456	–
		Dividends accrued on preferred stock liability			1,272	–
		Foreign currency exchange gains			(1,080)	(1,048)
		Changes in operating assets and liabilities:
			Accounts receivable		21,534	24,017
			Inventory		(2,221)	(17,043)
			Other operating assets		13,486	(319)
			Accounts payable		(1,740)	4,090
			Accrued expenses and other long-term liabilities		2,343	(8,196)
			Deferred revenue		767	(3,692)
				Net cash provided by (used in) operating activities	8,574	(24,387)

Cash flows from investing activities:
	Purchases of property and equipment				(4,091)	(6,515)
				Net cash used in investing activities	(4,091)	(6,515)

Cash flows from financing activities:
	Borrowings under revolving line of credit				30,000	20,000
	Principal payments on revolving line of credit				(30,000)	(20,000)
	Principal payments of term debt				(85,029)	(35,029)
	Principal payments of finance leases				–	(341)
	Payment of debt issuance costs				(1,572)	(1,046)
	Proceeds from issuance of preferred stock and warrant liabilities				53,350	–
	Proceeds from the exercise of stock options				2	–
	Payment of tax withholding obligations related to net share settlements of restricted stock awards				(3,456)	(1,946)
				Net cash used in by financing activities	(36,705)	(38,362)

Effect of exchange rate changes on cash and cash equivalents					(394)	1,043

Net decrease in cash and cash equivalents					(32,616)	(68,221)
Cash and cash equivalents, beginning of year					67,262	106,485
Cash and cash equivalents, end of period					$ 34,646	$ 38,264

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,
			2023	2023	2022	2023	2022
Stock-based compensation
Cost of revenue – product			$ 115	$ 149	$ 107	$ 264	$ 206
Cost of revenue – service			526	535	494	1,061	975
	Cost of revenue		641	684	601	1,325	1,181

Research and development			1,300	1,262	1,240	2,562	2,446
Sales and marketing			2,142	2,129	1,480	4,271	2,851
General and administrative			2,033	1,773	1,078	3,806	2,176
	Operating expense		5,475	5,164	3,798	10,639	7,473

		Total stock-based compensation	$ 6,116	$ 5,848	$ 4,399	$ 11,964	$ 8,654

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,
	2023	2023	2022

GAAP Gross margin	48.2 %	43.7 %	50.8 %
Stock-based compensation	0.3 %	0.4 %	0.3 %
Amortization of acquired technology	3.5 %	4.0 %	3.8 %
Non-GAAP Gross margin	52.0 %	48.1 %	54.9 %

GAAP Net loss	$ (21,479)	$ (38,305)	$ (30,180)
Stock-based compensation	6,116	5,848	4,399
Amortization of acquired intangible assets	14,699	14,653	15,401
Litigation costs	114	177	–
Acquisition-, disposal- and integration-related	498	1,642	1,535
Restructuring and related	4,307	6,937	2,894
Decrease in fair value of investments	–	–	12,384
Preferred stock and warrant liability mark-to-market adjustment	1,410	–	–
Preferred stock and warrant liability issuance costs	–	3,545	–
Tax effect of non-GAAP adjustments	2,083	2,676	3,425
Non-GAAP Net income (loss)	$ 7,748	$ (2,827)	$ 9,858

GAAP Diluted loss per share	$ (0.13)	$ (0.23)	$ (0.20)
Stock-based compensation	0.03	0.04	0.03
Amortization of acquired intangible assets	0.09	0.08	0.10
Acquisition-, disposal- and integration-related	0.01	0.01	0.01
Restructuring and related	0.02	0.04	0.02
Decrease in fair value of investments	–	–	0.08
Preferred stock and warrant liability mark-to-market adjustment	0.01	–	–
Preferred stock and warrant liability issuance costs	–	0.02	–
Tax effect of non-GAAP adjustments	0.01	0.02	0.02
Non-GAAP Diluted earnings (loss) per share	$ 0.04	$ (0.02)	$ 0.06

Weighted average shares used to compute diluted earnings per share
Shares used to compute GAAP diluted loss per share	170,103	168,541	150,190
Shares used to compute Non-GAAP diluted earnings per share	175,220	168,541	154,035

GAAP Loss from operations	$ (6,622)	$ (35,189)	$ (7,239)
Depreciation	3,549	3,510	3,888
Stock-based compensation	6,116	5,848	4,399
Amortization of acquired intangible assets	14,699	14,653	15,401
Litigation costs	114	177	–
Acquisition-, disposal- and integration-related	498	1,642	1,535
Restructuring and related	4,307	6,937	2,894
Non-GAAP Adjusted EBITDA	$ 22,661	$ (2,422)	$ 20,878

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,
	2023	2022

GAAP Gross Margin	46.1 %	48.2 %
Stock-based compensation	0.3 %	0.3 %
Amortization of acquired technology	3.8 %	4.3 %
Non-GAAP Gross Margin	50.2 %	52.8 %

GAAP Net loss	$ (59,784)	$ (100,155)
Stock-based compensation	11,964	8,654
Amortization of acquired intangible assets	29,352	30,943
Litigation costs	291	–
Acquisition-, disposal- and integration-related	2,140	3,384
Restructuring and related	11,244	7,708
Decrease in fair value of investments	–	39,411
Preferred stock and warrant liability mark-to-market adjustment	1,410	–
Preferred stock and warrant liability issuance costs	3,545	–
Tax effect of non-GAAP adjustments	4,759	7,956
Non-GAAP Net income (loss)	$ 4,921	$ (2,099)

GAAP Diluted loss per share	$ (0.35)	$ (0.67)
Stock-based compensation	0.07	0.06
Amortization of acquired intangible assets	0.18	0.21
Acquisition-, disposal- and integration-related	0.01	0.02
Restructuring and related	0.06	0.05
Decrease in fair value of investments	–	0.26
Preferred stock and warrant liability mark-to-market adjustment	0.01	–
Preferred stock and warrant liability issuance costs	0.02	–
Tax effect of non-GAAP adjustments	0.03	0.06
Non-GAAP Diluted earnings (loss) per share	$ 0.03	$ (0.01)

Weighted average shares used to compute diluted earnings per share
Shares used to compute GAAP diluted loss per share	169,326	149,681
Shares used to compute Non-GAAP diluted earnings per share	175,359	149,681

GAAP Loss from operations	$ (41,811)	$ (46,293)
Depreciation	7,059	7,773
Stock-based compensation	11,964	8,654
Amortization of acquired intangible assets	29,352	30,943
Litigation costs	291	–
Acquisition-, disposal- and integration-related	2,140	3,384
Restructuring and related	11,244	7,708
Non-GAAP Adjusted EBITDA	$ 20,239	$ 12,169

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



			Three months ending		Year ending
			September 30, 2023		December 31, 2023
			Range		Range

Revenue ($ millions)			$ 215	$ 225	$ 840	$ 870

Gross margin:
	GAAP outlook		47.8 %	49.0 %	49.3 %	50.4 %
	Stock-based compensation		0.3 %	0.3 %	0.3 %	0.3 %
	Amortization of acquired technology		3.4 %	3.2 %	3.4 %	3.3 %
		Non-GAAP outlook	51.5 %	52.5 %	53.0 %	54.0 %

Adjusted EBITDA ($ millions):
	GAAP (loss) income from operations		$ (2.6)	$ 3.4	$ (31.3)	$ (16.3)
	Depreciation		4.0	4.0	15.4	15.4
	Stock-based compensation		6.3	6.3	25.0	25.0
	Amortization of acquired intangible assets		14.4	14.4	56.9	56.9
	Other Income		1.3	1.3	7.6	7.6
	Acquisition-, disposal- and integration-related		0.2	0.2	2.5	2.5
	Restructuring and related		2.4	2.4	18.9	18.9
		Non-GAAP outlook	$ 26.0	$ 32.0	$ 95.0	$ 110.0