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Ribbon Communications Inc.

For the period ended Jun 30, 2025. Filed Jul 24, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 24, 2025

RBBN$1.35-2.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-04-30.

0001708055-25-000003

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-07-24.

0001708055-25-000007

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 108 previous paragraphs and 114 current paragraphs.

41 unchanged; 56 reworded; 12 added; 7 removed; 4 previous and 5 current paragraphs rearranged.

Tables are not compared: 13 previous and 20 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (12)

Current report

*Tariffs.The United States has implemented, or threatened to implement, tariffs on products imported into the United States from numerous countries, including Mexico, Canada, China, Taiwan, Thailand and the European Union, amongst others. Many of these countries have implemented, or have threatened to implement, reciprocal tariffs in response. We maintain a global supply chain with our contract manufacturing partners located outside of the United States in several different countries. While the announced tariffs have not had a material impact on our business to date, the proposed tariffs, including exemptions under existing trade agreements or otherwise are continuing to evolve and could result in additional expenses for products we import into the United States. In addition, the economic uncertainty caused by the tariffs may result in customers delaying planned purchases of products and services. *

Current report

million of lower product sales, partially offset by $2.1 million of higher maintenance revenue and $1.6 million of higher sales of professional services.

Current report

Revenue from our Cloud and Edge segment was $137.0 million and $110.6 million in the three months ended June 30, 2025 and 2024, respectively. Gross profit and gross margin for this segment were $83.7 million and 61.1%, respectively, in the three months ended June 30, 2025, and $70.4 million and 63.7%, respectively, in the three months ended June 30, 2024. Revenue from our Cloud and Edge segment was $244.6 million and $212.2 million in the six months ended June 30, 2025 and 2024, respectively. Gross profit and gross margin for this segment were $149.8 million and 61.2%, respectively, in the six months ended June 30, 2025, and $134.9 million and 63.6%, respectively, in the six months ended June 30, 2024.

Current report

Revenue from our IP Optical Networks segment was $83.5 million and $82.1 million in the three months ended June 30, 2025 and 2024, respectively. Gross profit and gross margin for this segment were $25.6 million and 30.6%, respectively, in the three months ended June 30, 2025, and $27.4 million and 33.4%, respectively, in the three months ended June 30, 2024. Revenue from our IP Optical Networks segment was $157.2 million and $160.1 million in the six months ended June 30, 2025 and 2024, respectively. Gross profit and gross margin for this segment were $41.8 million and 26.6%, respectively, in the six months ended June 30, 2025, and $55.0 million and 34.3%, respectively, in the six months ended June 30, 2024.

Current report

The increase in our R&D expenses in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was attributable to higher employee and consulting costs in our Cloud and Edge segment. The decrease in R&D expenses in the six months ended June 30, 2025 compared to 2024 was primarily due to lower costs in our IP Optical Networks segment.

Current report

The increase in general and administrative expenses in the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 was primarily attributable to higher employee related costs and litigation expenses.

Current report

Acquisition-, Disposal- and Integration-Related. Acquisition-, disposal- and integration-related expenses include those expenses related to acquisitions and disposals that we would otherwise not have incurred. Acquisition- and disposal-related expenses include professional and services fees, such as legal, audit, consulting, paying agent and other fees. Integration-related expenses represent incremental costs related to combining our systems and processes with those of acquired businesses, such as third-party consulting and other third-party services.

Current report

We recorded $3.9 million of acquisition-, disposal- and integration-related expenses in the three and six months ended June 30, 2025 consisting of legal and professional fees associated with contemplated corporate development activities. We recorded no such expenses in 2024.

Current report

On July 4, 2025, the One Big Beautiful Bill Act (the "Act") was enacted. The Act reinstates bonus depreciation, allows for full expensing of research and development expenses, and increases the limitation of interest deductibility for 2025, amongst many other provisions. We are currently evaluating the impact the Act will have on our taxable position for the 2025 tax year, our results of operations, financial position, and cash flows.

Current report

In the second quarter of 2025, our Board approved a share repurchase program (the "2025 Repurchase Program" or the “Repurchase Program”) pursuant to which we are authorized to repurchase up to $50 million of our common stock prior to December 31, 2027. We repurchased 0.6 million shares in the quarter ended June 30, 2025, using $2.3 million, with $47.7 million remaining for future repurchases as of June 30, 2025.

Current report

Our financing activities provided $43.5 million of cash in the six months ended June 30, 2024. We received $342.3 million of proceeds from the issuance of term debt related to the 2024 Credit Facility, net of $7.7 million of original issue discount, that was established on June 21, 2024 to refinance the 2020 Credit Facility. Also, we had $44.1 million of both borrowings and principal payments under the 2020 Revolving Credit Facility. In conjunction with the establishment of the 2024 Credit Facility, we repaid the 2020 Term Debt amounting to $235.4 million, redeemed all of the outstanding Preferred Stock totaling $56.9 million, and paid $4.0 million in debt issuance costs. In addition, we paid $2.6 million of tax obligations related to the vesting of stock awards and units.
Removed paragraphs (7)

Previous report

We reported loss from operations of $19.6 million and $13.5 million for the three months ended March 31, 2025 and 2024, respectively.

Previous report

Revenue from our Cloud and Edge segment was $107.6 million and $101.7 million in the three months ended March 31, 2025 and 2024, respectively. Gross profit and gross margin for this segment were $66.1 million and 61.5%, respectively, in the three months ended March 31, 2025, and $64.4 million and 63.4%, respectively, in the three months ended March 31, 2024.

Previous report

Revenue from our IP Optical Networks segment was $73.7 million and $78.0 million in the three months ended March 31, 2025 and 2024, respectively. Gross profit and gross margin for this segment were $16.2 million and 22.0%, respectively, in the three months ended March 31, 2025, and $27.5 million and 35.3%, respectively, in the three months ended March 31, 2024.

Previous report

Our operating expenses were $102.0 million and $105.4 million in the three months ended March 31, 2025 and 2024, respectively. The decreased operating expenses in the three months ended March 31, 2025 compared to 2024 are primarily related to lower sales and marketing, and research and development (“R&D”) expenses, partially offset by higher restructuring related expenses. Operating expenses for the three months ended March 31, 2025 included $6.2 million of amortization of acquired intangible assets, and $5.3 million of restructuring and related expense. Operating

Previous report

The decrease in our R&D expenses in the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was equally attributable to lower R&D expenses in both of our segments. The reduced R&D expenses are primarily due to lower employee headcount and outside subcontractors.

Previous report

General and administrative expenses in the three months ended March 31, 2025 were relatively flat compared to the three months ended March 31, 2024.

Previous report

Our financing activities used $5.8 million of cash in the three months ended March 31,2024, primarily due to $5.0 million of principal payments on our term debt and $0.8 million for the payment of tax withholding related to the net share settlements of restricted stock awards upon vesting. In addition, we had $15.0 million of borrowings and $15.0 million of principal payments under our 2020 Revolving Credit Facility.
Reworded paragraphs (56)

Previous wording

The U.S. and other European countries have imposed sanctions and trade restrictions against Russia in connection with the war in Ukraine. These sanctions and restrictions currently prohibit our ability to sell hardware products in Russia or provide any replacement parts in Russia. The sanctions continue to evolve and further changes in the current sanctions or trade restrictions could further limit our ability to sell products and services to customers in Russia, our ability to collect on outstanding accounts receivable from such customers, and our ability to repatriate funds. If we are further limited in our ability to sell products and services to Russia and other countries for an extended period, it could have a material impact on our financial results.

Current wording

Russia or provide any replacement parts in Russia. The sanctions continue to evolve and further changes in the current sanctions or trade restrictions could further limit our ability to sell products and services to customers in Russia, our ability to collect on outstanding accounts receivable from such customers, and our ability to repatriate funds. If we are further limited in our ability to sell products and services to Russia and other countries for an extended period, it could have a material impact on our financial results.

Previous wording

inflation (excluding food and energy prices) remains elevated and is a source of continued cost pressure on businesses and households. Interest rates remain high as central banks in developed countries attempt to subdue inflation while government deficits and debt remain at high levels in many global markets. However, since its peak in 2024, the Federal Reserve lowered the federal funds rate to its current target range of 4.25% to 4.50% as a result of indicators that inflation had made progress toward the Federal Reserve’s objective and labor market conditions had generally eased. Yet, the economic outlook remains uncertain, and the implications of current and future tariffs, higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital for our business.

Current wording

Inflation and Interest Rates. We continue to see near-term impacts on our business due to inflation, including ongoing global price pressures resulting in higher energy prices, component costs, freight premiums, and other operating costs above normal rates. Although headline inflation in the United States and Europe appears to be easing, core inflation (excluding food and energy prices) remains elevated and is a source of continued cost pressure on businesses and households. Interest rates remain high as central banks in developed countries attempt to subdue inflation while government deficits and debt remain at high levels in many global markets. However, since its peak in 2024, the Federal Reserve lowered the federal funds rate to its current target range of 4.25% to 4.50% as a result of indicators that inflation had made progress toward the Federal Reserve’s objective and labor market conditions had generally eased. Yet, the economic outlook remains uncertain, and the implications of current and future tariffs, higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital for our business.

Current wording

We reported income from operations of $4.2 million and a loss from operations of $1.9 million for the three months ended June 30, 2025 and 2024, respectively. We reported a loss from operations of $15.4 million for each of the six months ended June 30, 2025 and 2024.

Previous wording

Our revenue was $181.3 million and $179.7 million in the three months ended March 31, 2025 and 2024, respectively. Our gross profit and gross margin were $82.4 million and 45.4%, respectively, in the three months ended March 31, 2025, and $92.0 million and 51.2%, respectively, in the three months ended March 31, 2024. The higher revenue in the three months ended March 31, 2025 compared to 2024 is due to $5.9 million of higher overall Cloud and Edge revenue, partially offset by $4.3 million of lower IP Optical Networks sales. The higher Cloud and Edge revenue was attributable to $8.0 million of higher sales of professional services, primarily to U.S. service providers, partially offset by $2.4 million of lower maintenance revenue. The lower IP Optical Networks revenue was led by fewer sales into Eastern Europe, which were partially offset by growth in India and Southeastern Asia.

Current wording

Our revenue was $220.6 million and $192.6 million in the three months ended June 30, 2025 and 2024, respectively. Our gross profit and gross margin were $109.3 million and 49.6%, respectively, in the three months ended June 30, 2025, and $97.9 million and 50.8%, respectively, in the three months ended June 30, 2024. The higher revenue in the three months ended June 30, 2025 compared to 2024 is due to $26.5 million of higher overall Cloud and Edge revenue and $1.5 million of higher IP Optical Networks sales. The higher Cloud and Edge revenue was attributable to $16.5 million of higher product sales and $10.8 million of higher sales of professional services, partially offset by $0.8 million of lower maintenance revenue. The higher IP Optical Networks revenue was primarily due to higher maintenance revenue. Our revenue was $401.9 million and $372.3 million in the six months ended June 30, 2025 and 2024, respectively. Our gross profit and gross margin were $191.7 million and 47.7%, respectively, in the six months ended June 30, 2025, and $189.8 million and 51.0%, respectively, in the six months ended June 30, 2024. The higher revenue in the six months ended June 30, 2025 compared to 2024 is due to $32.4 million of higher overall Cloud and Edge revenue, partially offset by $2.8 million of lower IP Optical Networks sales. The higher Cloud and Edge revenue was attributable to $18.8 million of higher sales of professional services and $16.9 million of higher product sales, partially offset by $3.3 million of lower maintenance revenue. The lower IP Optical Networks revenue was due to $6.6

Previous wording

expenses for the three months ended March 31, 2024 included $6.7 million of amortization of acquired intangible assets, and $3.1 million of restructuring and related expense.

Current wording

Our operating expenses were $105.1 million and $99.8 million in the three months ended June 30, 2025 and 2024, respectively, and $207.1 million and $205.2 million in the six months ended June 30, 2025 and 2024, respectively. The increased operating expenses are primarily attributable to $3.9 million of legal and professional fees recorded in 2025 associated with contemplated corporate development activities, and slightly higher general and administrative expenses, partially offset by lower sales and marketing expense. Operating expenses for the three months ended June 30, 2025 included $6.0 million of amortization of acquired intangible assets, $3.9 million of acquisition-, disposal- and integration-related expense and $1.3 million of restructuring and related expense. Operating expenses for the three months ended June 30, 2024 included $6.5 million of amortization of acquired intangible assets, and $1.9 million of restructuring and related expense. Operating expenses for the six months ended June 30, 2025 included $12.1 million of amortization of acquired intangible assets, $3.9 million of acquisition-, disposal- and integration-related expense and $6.7 million of restructuring and related expense. Operating expenses for the six months ended June 30, 2024 included $13.2 million of amortization of acquired intangible assets, and $5.0 million of restructuring and related expense.

Previous wording

We recorded stock-based compensation expense of $4.3 million and $4.5 million in the three months ended March 31, 2025 and 2024, respectively. These amounts are included as components of both Cost of revenue and Operating expenses in our condensed consolidated statements of operations.

Current wording

We recorded stock-based compensation expense of $4.5 million and $3.5 million in the three months ended June 30, 2025 and 2024, respectively, and $8.8 million and $8.0 million in the six months ended June 30, 2025 and 2024, respectively. These amounts are included as components of both Cost of revenue and Operating expenses in our condensed consolidated statements of operations.

Previous wording

See "Results of Operations" in this MD&A for a discussion of the changes in our revenue and expenses for three months ended March 31, 2025 compared to three months ended March 31, 2024.

Current wording

See "Results of Operations" in this MD&A for a discussion of the changes in our revenue and expenses for three and six months ended June 30, 2025 compared to three and six months ended June 30, 2024.

Previous wording

During the first quarter of 2025, our President and CEO approved a strategic restructuring program (the "2025 Restructuring Plan") that consists of workforce reductions in certain of our operating locations to correspond with current sales levels in those areas. Any potential positions eliminated in countries outside the United States are subject to local law and consultation requirements. In connection with the 2025 Restructuring Plan, we recorded restructuring and related expense of $2.4 million in the three months ended March 31, 2025. We anticipate that we will record nominal future expense in connection with the 2025 Restructuring Plan.

Current wording

During the first quarter of 2025, our President and CEO approved a strategic restructuring program (the "2025 Restructuring Plan") that consists of workforce reductions in certain of our operating locations to correspond with current sales levels in those areas. Any potential positions eliminated in countries outside the United States are subject to local law and consultation requirements. In connection with the 2025 Restructuring Plan, we recorded restructuring and related expense of $0.2 million and $2.6 million in three and six months ended June 30,2025. We anticipate that we will record additional expense in 2025 for workforce reductions in connection with the 2025 Restructuring Plan.

Previous wording

In February 2023, our Board of Directors approved a strategic restructuring program (the "2023 Restructuring Plan") to streamline our operations in order to support our investment in critical growth areas. The 2023 Restructuring Plan includes, among other things, charges related to a workforce reduction. Any potential positions eliminated in countries outside the United States are subject to local law and consultation requirements. In connection with the 2023 Restructuring Plan, we recorded restructuring and related expense for severance related costs of $0.1 million and $1.6 million in the three months ended March 31, 2025 and 2024, respectively. We anticipate that we will record nominal future expense for severance in connection with the 2023 Restructuring Plan.

Current wording

In February 2022, our Board of Directors approved a strategic restructuring program (the "2022 Restructuring Plan") to streamline our operations in order to support our investment in critical growth areas. The 2022 Restructuring Plan includes, among other things, charges related to a consolidation of facilities and a workforce reduction. Any positions eliminated in countries outside the United States are subject to local law and consultation requirements. In connection with the 2022 Restructuring Plan, we recorded restructuring and related expense of $1.2 million and

Previous wording

In February 2022, our Board of Directors approved a strategic restructuring program (the "2022 Restructuring Plan") to streamline our operations in order to support our investment in critical growth areas. The 2022 Restructuring Plan includes, among other things, charges related to a consolidation of facilities and a workforce reduction. Any positions eliminated in countries outside the United States are subject to local law and consultation requirements. In connection with the 2022 Restructuring Plan, we recorded restructuring and related expense of $3.1 million and $1.4 million in the three months ended March 31, 2025 and 2024, respectively, for variable and other facilities-related costs. We anticipate that we will record approximately $2 million of expense in the remainder of 2025 related to the 2022 Restructuring Plan.

Current wording

$4.3 million in the three and six months ended June 30, 2025, respectively, for variable and other facilities-related costs. We anticipate that we will record approximately $2 million of expense in the remainder of 2025 related to the 2022 Restructuring Plan.

Previous wording

For facilities that are part of a restructuring plan, for which we have no intent or ability to enter into a sublease, we recognize accelerated rent amortization over the period from the date that we commence the plan to fully or partially vacate a facility through the final vacate date. We did not record accelerated rent amortization in the three months ended March 31, 2025 or 2024. We continue to evaluate our properties included in our restructuring plans for accelerated amortization and/or right-of-use asset impairment. We may incur additional expense in the future if we are unable to sublease other locations included in these initiatives.

Current wording

For facilities that are part of a restructuring plan, for which we have no intent or ability to enter into a sublease, we recognize accelerated rent amortization over the period from the date that we commence the plan to fully or partially vacate a facility through the final vacate date. We did not record accelerated rent amortization in the three and six months ended June 30, 2025 or 2024. We continue to evaluate our properties included in our restructuring plans for accelerated amortization and/or right-of-use asset impairment. We may incur additional expense in the future if we are unable to sublease other locations included in these initiatives.

Previous wording

This MD&A is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience, knowledge of current conditions and beliefs of what could occur in the future given available information. We consider certain accounting policies to be both those most important to the portrayal of our financial condition and those that require the most subjective judgment. The significant accounting policies that we believe are the most critical include revenue recognition, the valuation of inventory, warranty accruals, loss contingencies and reserves, stock-based compensation, the Preferred Stock and Warrants, business combinations, goodwill and intangible assets,

Current wording

This MD&A is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience, knowledge of current conditions and beliefs of what could occur in the future given available information. We consider certain accounting policies to be both those most important to the portrayal of our financial condition and those that require the most subjective judgment. The significant accounting policies that we believe are the most critical include revenue recognition, the valuation of inventory, warranty accruals, loss contingencies and reserves, stock-based compensation, the Preferred Stock and Warrants, business combinations, goodwill and intangible assets, accounting for leases, and accounting for income taxes. If actual results differ significantly from management’s estimates and projections, there could be a material effect on our condensed consolidated financial statements. There were no significant changes to our critical accounting policies from January 1, 2025 through June 30, 2025. For a further discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the year ended December 31, 2024.

Previous wording

Revenue. Revenue for the three months ended March 31, 2025 and 2024 was as follows (in thousands, except percentages):

Current wording

Revenue. Revenue for three and six months ended June 30, 2025 and 2024 was as follows (in thousands, except percentages):

Previous wording

Segment revenue for the three months ended March 31, 2025 and 2024 was as follows (in thousands):

Current wording

Segment revenue for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):

Previous wording

The decrease in our product revenue in the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was the result of $6 million of lower sales of our IP Optical Networks products, partially offset by a slight increase in sales of Cloud and Edge products. The decrease in revenue from the sale of IP Optical products was primarily attributable to lower sales in Eastern Europe, partially offset by higher sales in India.

Current wording

The increase in our product revenue in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was the result of $17 million of higher sales of our Cloud and Edge products, partially offset by a slight decrease in sales of IP Optical Networks products. The increase in our product revenue in the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was the result of $17 million of higher sales of our Cloud and Edge products, partially offset by a $7 million decrease in sales of IP Optical Networks products. The increase in revenue from the sale of Cloud and Edge products was primarily attributable to U.S. service providers and Federal agencies. The decrease in sales of IP Optical Networks products was primarily due to lower sales in Eastern Europe, partially offset by higher sales in India and the United States.

Previous wording

Revenue from sales to enterprise customers was 28% and 43% of our product revenue in the three months ended March 31, 2025 and 2024, respectively. These sales were made through both our direct sales team and indirect sales channel partners. The decrease in enterprise sales reflects lower sales of our products to Federal agencies and other enterprise customers.

Current wording

Revenue from sales to enterprise customers was 34% and 38% of our product revenue in the three months ended June 30, 2025 and 2024, respectively. These sales were made through both our direct sales team and indirect sales channel partners. Revenue from sales to enterprise customers was 32% and 41% of our product revenue in the six months ended June 30, 2025 and 2024, respectively. The decrease in enterprise sales primarily reflects lower sales of our products to Federal agencies and other enterprise customers.

Previous wording

Revenue from indirect sales through our channel partner program was 28% and 52% of our product revenue in the three months ended March 31, 2025 and 2024, respectively. The decrease in channel sales in the three months ended March 31, 2025 reflects lower sales of products to Federal agencies and other enterprise customers.

Current wording

Revenue from indirect sales through our channel partner program was 34% and 32% of our product revenue in the three months ended June 30, 2025 and 2024 and 31% and 41% of our product revenue in the six months ended June 30, 2025 and 2024, respectively. The decrease in channel sales in the six months ended June 30, 2025 primarily reflects lower sales of products to Federal agencies and other enterprise customers.

Previous wording

Service revenue for the three months ended March 31, 2025 and 2024 was comprised of the following (in thousands, except percentages):

Current wording

Service revenue for the three and six months ended June 30, 2025 and 2024 was comprised of the following (in thousands, except percentages):

Previous wording

Segment service revenue for the three months ended March 31, 2025 and 2024 was comprised of the following (in thousands):

Current wording

Segment service revenue for the three and six months ended June 30, 2025 and 2024 was comprised of the following (in thousands):

Previous wording

Total service revenue was $7 million higher in the three months ended March 31, 2025 compared to the same period in 2024 due to increased revenue in both of our segments. Total service revenue increased by $5 million and $2 million in our Cloud and Edge and IP Optical Networks segments, respectively.

Current wording

Total service revenue was higher in the three and six months ended June 30, 2025 compared to the same periods in 2024 due to increased revenue in both of our segments. Total service revenue for the three months ended June 30, 2025 compared to 2024 increased by $10 million and $2 million in our Cloud and Edge and IP Optical Networks segments, respectively. Total service revenue for the six months ended June 30, 2025 compared to 2024 increased by $15 million and $4 million in our Cloud and Edge and IP Optical Networks segments, respectively.

Previous wording

Maintenance revenue was $2 million lower in the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to modestly lower renewal rates from decommissioning some older legacy equipment with several Cloud & Edge customers.

Current wording

Maintenance revenue was relatively flat in the three and six months ended June 30, 2025 compared to the same periods in 2024 due to lower revenue in our Cloud and Edge segment, partially offset by higher revenue in our IP Optical Networks segment. The decrease in Cloud and Edge maintenance revenue is due to modestly lower renewal rates from decommissioning some older legacy equipment with several customers. The higher maintenance revenue in our IP Optical Networks segment is due to the effect of cumulative growth in product revenues over the years leading to a larger Installed Base that requires our ongoing support primarily in North America and Europe.

Previous wording

Professional services revenue was $9 million higher in the three months ended March 31, 2025 compared to the same period in 2024, with increases of $8 million and $1 million in our Cloud and Edge and IP Optical Networks segments, respectively. The higher revenue in Cloud and Edge is due to growth in services to U.S. service providers, primarily for voice modernization projects with Verizon. Our IP Optical Networks segment experienced growth of sales of services primarily in the region of Europe, the Middle East and Africa ( “EMEA”).

Current wording

Professional services revenue was higher in the three and six months ended June 30, 2025 compared to the same periods in 2024 due to growth in both of our segments. Our Cloud and Edge segment’s growth was due to sales of professional services to U.S. service providers, primarily for voice modernization projects with Verizon. Our IP Optical

Previous wording

The following customer contributed 10% or more of our revenue in the three months ended March 31, 2025 and 2024:

Current wording

The following customer contributed 10% or more of our revenue in the three and six months ended June 30, 2025 and 2024:

Previous wording

Revenue earned from customers domiciled outside the United States was 54% and 60% in the three months ended March 31, 2025 and 2024, respectively. Our U.S. revenue is increasing due to higher sales into the U.S. market from both of our segments. Due to the timing of project completions, we expect that the domestic and international components as a percentage of our revenue may fluctuate from quarter to quarter and year to year.

Current wording

Revenue earned from customers domiciled outside the United States was 47% and 58% in the three months ended June 30, 2025 and 2024, respectively, and 51% and 59% of revenue in the six months ended June 30, 2025 and 2024, respectively. Our U.S. revenue is increasing due to higher sales into the U.S. market from both of our segments. Due to the timing of project completions, we expect that the domestic and international components as a percentage of our revenue may fluctuate from quarter to quarter and year to year.

Previous wording

Our deferred product revenue was $14 million at March 31, 2025 and December 31, 2024. Our deferred service revenue was $126 million at March 31, 2025 and December 31, 2024. Our deferred revenue balance may fluctuate as a result of the timing of revenue recognition, customer payments, maintenance contract renewals, contractual billing rights and maintenance revenue deferrals included in multiple element arrangements.

Current wording

Our deferred product revenue was $12 million and $14 million at June 30, 2025 and December 31, 2024, respectively. Our deferred service revenue was $135 million and $126 million at June 30, 2025 and December 31, 2024, respectively. Our deferred revenue balance may fluctuate as a result of the timing of revenue recognition, customer payments, maintenance contract renewals, contractual billing rights and maintenance revenue deferrals included in multiple element arrangements.

Previous wording

We expect that our total revenue in 2025 will increase compared to our revenue in 2024 due to the growth in the Cloud & Edge segment, particularly with the increased purchases from Verizon as part of a voice modernization project, as well as growth in IP Optical segment sales. From a regional perspective, we anticipate continued IP Optical revenue growth in 2025 from North America, and EMEA, offset by lower revenue in Eastern Europe due to additional trade restrictions. In the Cloud & Edge segment, we expect continued revenue growth from enterprise customers, as well as higher U.S. service provider spending.

Current wording

We expect that our total revenue in 2025 will increase compared to our revenue in 2024 due to growth in Cloud & Edge segment sales, particularly with the increased purchases from Verizon as part of a voice modernization project, as well as growth in IP Optical segment sales. From a regional perspective, we anticipate continued IP Optical revenue growth in 2025 from North America, EMEA and India. In the Cloud & Edge segment, we expect continued revenue growth from Enterprise customers, as well as from higher U.S. service provider spending.

Previous wording

Cost of Revenue/Gross Margin. Our cost of revenue consists primarily of amounts paid to third-party manufacturers for purchased materials and services, royalties, amortization of acquired technology, inventory valuation adjustments, warranty costs, and manufacturing and services personnel and related costs. Our cost of revenue, gross profit and gross margin for the three months ended March 31, 2025 and 2024 were as follows (in thousands, except percentages):

Current wording

Cost of Revenue/Gross Margin. Our cost of revenue consists primarily of amounts paid to third-party manufacturers for purchased materials and services, royalties, amortization of acquired technology, inventory valuation adjustments, warranty costs, and manufacturing and services personnel and related costs. Our cost of revenue, gross profit and gross margin for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands, except percentages):

Previous wording

Our segment cost of revenue, gross profit and gross margin for the three months ended March 31, 2025 and 2024 were as follows (in thousands, except percentages):

Current wording

Our segment cost of revenue, gross profit and gross margin for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands, except percentages):

Previous wording

Our gross margin was lower with a 6% decrease overall in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This decrease was the result of lower margins in both of our segments.

Current wording

Our gross margin was lower as compared to 2024 with a 1% decrease overall in the three months ended June 30, 2025 and a 3% decrease overall in the six months ended June 30, 2025 as a result of lower margins in both of our segments.

Previous wording

The lower margin in the three months ended March 31, 2025 in our IP Optical segment was due to regional mix primarily related to lower sales in Eastern Europe and higher sales in India. The lower margin in our Cloud and Edge segment was primarily attributable to product mix on sales to service providers and enterprise customers, as well as the effect of higher sales of hardware products and professional services, both of which contribute lower gross margins than our software products.

Current wording

The lower margin in the six months ended June 30, 2025 in our IP Optical segment was due to regional mix primarily related to lower sales in Eastern Europe and higher sales in India. The lower margin in our Cloud and Edge segment was primarily attributable to product mix on sales to service providers and enterprise customers, as well as the effect of higher sales of hardware products and professional services, both of which contribute lower gross margins than our software products.

Previous wording

We anticipate a return to more typical margins in the second quarter of 2025, but expect our overall consolidated gross margin to decrease slightly for the full year 2025 compared to 2024 due to higher expected sales in our IP Optical segment, which has lower margins due to the higher hardware content in its products, as well as the higher mix of professional services revenue in our Cloud and Edge segment, which generates lower gross margins than product sales.

Current wording

We expect our overall consolidated gross margin to decrease slightly for the full year 2025 compared to 2024 due to higher expected sales in our IP Optical segment, which has lower margins due to the higher hardware content in its products, as well as the higher mix of professional services revenue in our Cloud and Edge segment, which generates lower gross margins than product sales.

Previous wording

Research and Development. R&D expenses consist primarily of salaries and related personnel expenses and prototype costs for the design, development, testing, and enhancement of our products. R&D expenses for the three months ended March 31, 2025 and 2024 were as follows (in thousands, except percentages):

Current wording

Research and Development. R&D expenses consist primarily of salaries and related personnel expenses and prototype costs for the design, development, testing, and enhancement of our products. R&D expenses for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands, except percentages):

Previous wording

Sales and Marketing Expenses. Sales and marketing expenses consist primarily of salaries and related personnel costs, commissions, travel and entertainment expenses, promotions, customer trial and evaluations inventory and other marketing and sales support expenses. Sales and marketing expenses for the three months ended March 31, 2025 and 2024 were as follows (in thousands, except percentages):

Current wording

Sales and Marketing Expenses. Sales and marketing expenses consist primarily of salaries and related personnel costs, commissions, travel and entertainment expenses, promotions, customer trial and evaluations inventory and other marketing and sales support expenses. Sales and marketing expenses for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands, except percentages):

Previous wording

The decrease in sales and marketing expenses in 2025 as compared to 2024 was primarily due to lower employee related costs and agent commissions, partially offset by higher travel expenses.

Current wording

The decrease in sales and marketing expenses in 2025 as compared to 2024 was primarily due to lower commissions, partially offset by higher travel expenses.

Previous wording

General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related personnel costs for executive and administrative personnel, and audit, legal and other professional fees. General and administrative expenses for the three months ended March 31, 2025 and 2024 were as follows (in thousands, except percentages):

Current wording

General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related personnel costs for executive and administrative personnel, and audit, legal and other professional fees. General and administrative expenses for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands, except percentages):

Previous wording

We believe that our general and administrative expenses in 2025 will decrease compared to our 2024 levels, primarily due to lower litigation expenses, partially offset by higher employee costs related to annual merit increases.

Current wording

We believe that our general and administrative expenses in 2025 will decrease slightly compared to our 2024 levels, primarily due to lower litigation expenses, partially offset by higher employee costs related to annual merit increases.

Previous wording

Amortization of Acquired Intangible Assets included in Operating expenses. Amortization of acquired intangible assets included in Operating expenses ("Opex Amortization") for the three months ended March 31, 2025 and 2024 was as follows (in thousands, except percentages):

Current wording

Amortization of Acquired Intangible Assets included in Operating expenses. Amortization of acquired intangible assets included in Operating expenses ("Opex Amortization") for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands, except percentages):

Previous wording

Opex Amortization was lower for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. We record our amortization in relation to expected future cash flows rather than on a straight-line basis. Accordingly, such expense may vary from one period to the next.

Current wording

Opex Amortization was lower for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. We record our amortization in relation to expected future cash flows rather than on a straight-line basis. Accordingly, such expense may vary from one period to the next.

Previous wording

We recorded restructuring and related expense of $5.3 million and $3.1 million in the three months ended March 31, 2025 and 2024, respectively. Although we have eliminated positions as part of our restructuring initiatives, we continue to hire in certain areas that we believe are important to our future growth.

Current wording

We recorded restructuring and related expense of $1.3 million and $1.9 million in the three months ended June 30, 2025 and 2024, respectively and $6.7 million and $5.0 million in the six months ended June 30, 2025 and 2024, respectively. Although we have eliminated positions as part of our restructuring initiatives, we continue to hire in certain areas that we believe are important to our future growth.

Previous wording

Interest Expense, Net. Interest expense and interest income for the three months ended March 31, 2025 and 2024 were as follows (in thousands, except percentages):

Current wording

Interest Expense, Net. Interest expense and interest income for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands, except percentages):

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Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

The U.S. and other European countries have imposed sanctions and trade restrictions against Russia in connection with the war in Ukraine. These sanctions and restrictions currently prohibit our ability to sell hardware products in

Current report — wording carried from elsewhere

Networks segment experienced growth of sales of services primarily in the region of Europe, the Middle East and Africa ( “EMEA”), India, and North America.

Current report — wording carried from elsewhere

was no material effect on our tax provision for the six months ended June 30, 2025. We will continue to evaluate the potential effect of Pillar Two rules on our future reporting periods, but we do not expect Pillar Two to have a significant impact on our results of operations, financial position, or cash flows.

Current report — wording carried from elsewhere

$2.2 million beginning with the third quarter of 2025 and ending with the second quarter of 2027; and approximately $4.4 million quarterly thereafter, with the remaining principal balance of approximately $298.4 million due on the maturity date of June 21, 2029. In connection with the establishment of the 2024 Credit Facility, $7.7 million of original issue discount was withheld by the Lenders, and we incurred $6.3 million of debt issuance costs for a total of $14.0 million that is being amortized to Interest expense, net over the term of the agreement.

Current report — wording carried from elsewhere

Accumulated other comprehensive (loss) income of approximately $0.5 million was written off to interest expense in conjunction with the refinancing of the 2020 Credit Facility on June 21, 2024.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

Inflation and Interest Rates. We continue to see near-term impacts on our business due to inflation, including ongoing global price pressures resulting in higher energy prices, component costs, freight premiums, and other operating costs above normal rates. Although headline inflation in the United States and Europe appears to be easing, core

Previous report — wording carried elsewhere

accounting for leases, and accounting for income taxes. If actual results differ significantly from management’s estimates and projections, there could be a material effect on our condensed consolidated financial statements. There were no significant changes to our critical accounting policies from January 1, 2025 through March 31, 2025. For a further discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the year ended December 31, 2024.

Previous report — wording carried elsewhere

a valuation allowance on our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of the respective allowances.

Previous report — wording carried elsewhere

The 2024 Term Loan and the 2024 Revolver bear interest, at the Borrower’s option, at either the Alternate Base Rate (“ABR”) or Term Secured Overnight Financing Rate ("SOFR") with an Applicable Margin for each (all as defined