0001078271false00010782712024-01-312024-01-31

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): January 31, 2024

 

EXTREME NETWORKS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		000-25711		77-0430270
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

2121 RDU Center Drive, Suite 300

Morrisville, North Carolina 27560

(Address of principal executive offices)

Registrant's telephone number, including area code:

(408) 579-2800

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		EXTR		NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02 Results of Operations and Financial Condition

On January 31, 2024, Extreme Networks, Inc. (the “Company”) issued a press release announcing certain financial results for the quarter ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed by the Company with the Securities and Exchange Commission, whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference to this Item 2.02 and Exhibit 99.1 in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1		Press Release dated January 31, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 31, 2024

EXTREME NETWORKS, INC.
By:		/s/ Kevin Rhodes
		Kevin Rhodes
		Executive Vice President, Chief Financial Officer (Principal Accounting Officer)

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Exhibit 99.1

For more information, contact:
Investor Relations				Media Contact
Stan Kovler				Amy Aylward
919/595-4196				603/952-5138
Investor_relations@extremenetworks.com				pr@extremenetworks.com

 

Extreme Networks Reports Second Quarter Fiscal Year 2024 Financial Results

Financial Results in-line With Previously Revised Second Quarter Outlook

 

Morrisville, NC, January 31, 2024 -- Extreme Networks, Inc. (“Extreme”) (Nasdaq: EXTR) today released financial results for its second quarter ended December 31, 2023.

"The integration of AI, security and analytics into a single platform is a key differentiator for Extreme and helped drive 37% subscription ARR growth in the quarter. We enhance network security, visibility and performance through our AIOps and machine learning capabilities and Zero Trust security posture. With our One Network, One Cloud strategy, we make networking simple and flexible and help customers drive meaningful impact across their organizations. Meanwhile competitors in our space remain challenged by portfolio integration and rationalization," said Ed Meyercord, President and Chief Executive Officer.

"The networking industry, like much of IT, is exiting the final stage of the COVID-induced era of supply chain constraints, which are still impacting our business. As a result, our distributors and partners have lowered inventory purchases, which we expect to accelerate in the third quarter. We expect to emerge in the fourth quarter at a more normalized level of revenue and earnings. Our bookings trends and funnel of new opportunities are a better reflection of customer demand. We’re seeing stabilization across EMEA and growth in APAC. And, we remain focused on innovation with this week’s introduction of new Wi-Fi 7 access points and 4000 Series Universal Switches, which help highly distributed enterprise organizations improve network connectivity, security and application performance. These trends, and our expanded go to market opportunities, give us confidence that we are positioned for a return to meaningful growth in FY25," concluded Meyercord.

Kevin Rhodes, Executive Vice President and Chief Financial Officer stated, "Despite lower revenue in the second quarter, we improved our gross margins and optimized our operating expenses to maintain a healthy operating margin profile during the quarter. In the third quarter, we expect higher sell-through than sell-in, which will have a more significant impact on our operating results. As a result, we plan to take cost actions to drive a recovery in EPS and cash flow. Heading into the fourth quarter, we are expecting improved sequential revenue growth based on our funnel and the seasonality of our business, led by the Education vertical. This will position us to deliver improved profitability and cash flow in FY25."

 

Fiscal Second Quarter Results:

 

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Liquidity:

 

Recent Key Highlights:

 

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Fiscal Q2 2024 Financial Metrics:

(in millions, except percentages and per share information)

		GAAP Results
		Three Months Ended
		December 31, 2023				December 31, 2022				Change
Product		$	186.6			$	223.4			$	(36.8	)
Subscription and support*			109.8				94.9				14.9
Total net revenue		$	296.4			$	318.3			$	(21.9	)
Gross margin			61.9	%			57.1	%			4.8	%
Operating margin			3.5	%			7.4	%			(3.9	)%
Net income		$	4.0			$	17.9			$	(13.9	)
Net income per diluted share		$	0.03			$	0.13			$	(0.10	)

 

		Non-GAAP Results
		Three Months Ended
		December 31, 2023				December 31, 2022				Change
Product		$	186.6			$	223.4			$	(36.8	)
Subscription and support*			109.8				94.9				14.9
Total net revenue		$	296.4			$	318.3			$	(21.9	)
Gross margin			62.5	%			58.5	%			4.0	%
Operating margin			14.8	%			14.9	%			(0.1	)%
Net income		$	31.5			$	36.5			$	(5.0	)
Net income per diluted share		$	0.24			$	0.27			$	(0.03	)

* Prior to fiscal 2024, subscription and support revenue was referred to as service and subscription revenue, however, the composition of subscription and support revenue has not been modified.

 

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Extreme uses the non-GAAP free cash flow metric as a measure of operating performance. Free cash flow represents GAAP net cash provided by operating activities, less purchases of property, plant and equipment. Extreme considers free cash flow to be useful information for management and investors regarding the amount of cash generated by the business after the purchases of property, plant and equipment, which can then be used to, among other things, invest in Extreme’s business, make strategic acquisitions, and strengthen the balance sheet. A limitation of the utility of this non-GAAP free cash flow metric as a measure of financial performance is that it does not represent the total increase or decrease in the Company's cash balance for the period. The following table shows non-GAAP free cash flow calculation (in millions):

Free Cash Flow	Three Months Ended								Six Months Ended
	December 31, 2023				December 31, 2022				December 31, 2023				December 31, 2022
Cash flow provided by operations	$	34.3			$	70.6			$	109.9			$	120.3
Less: Property and equipment capital expenditures		(5.7	)			(3.1	)			(10.0	)			(6.3	)
Total free cash flow	$	28.6			$	67.5			$	99.9			$	114.0

 

SaaS ARR: Extreme uses SaaS annual recurring revenue (“SaaS ARR”) to identify the annual recurring revenue of XIQ and other subscription revenue, based on the annualized value of quarterly subscription revenue and term-based licenses. We believe that SaaS ARR is an important metric because it is driven by our ability to acquire new customers and to maintain and expand our relationships with existing customers. SaaS ARR should be viewed independently of revenue or deferred revenue that are accounted for under U.S. GAAP. SaaS ARR does not have a standardized meaning and therefore may not be comparable to similarly titled measures presented by other companies. SaaS ARR is not intended to be a replacement for forecasts of revenue.

 

Gross Debt: Gross debt is defined as long-term debt and the current portion of long-term debt as shown on the balance sheet plus unamortized debt issuance costs, if any.

 

Net Cash (Debt) is defined as cash minus gross debt, as shown in the table below (in millions):

 

Cash				Gross debt				Net cash (debt)
$	221.4			$	195.0			$	26.4

 

Business Outlook:

Extreme’s business outlook is based on current expectations. The following statements are forward-looking, and actual results could differ materially based on various factors, including market conditions and the factors set forth under “Forward-Looking Statements” below.

 

 

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For its third quarter of fiscal 2024, ending March 31, 2024, the Company is targeting:

 

(in millions, except percentages and per share information)	Low-End				High-End
FQ3'24 Guidance – GAAP
Total net revenue	$	200.0			$	210.0
Gross margin		58.6	%			60.6	%
Operating margin		(33.7	)%			(29.2	)%
Earnings per share	$	(0.55	)		$	(0.50	)
Shares outstanding used in calculating GAAP EPS		129.0				129.0
FQ3’24 Guidance – Non-GAAP
Total net revenue	$	200.0			$	210.0
Gross margin		59.5	%			61.5	%
Operating margin		(13.4	)%			(9.8	)%
Earnings per share	$	(0.22	)		$	(0.17	)
Shares outstanding used in calculating non-GAAP EPS		129.0				129.0

 

The following table shows the GAAP to non-GAAP reconciliation for Q3 FY’24 guidance:

 

	Gross Margin		Operating Margin		Earnings per Share
GAAP	58.6% - 60.6%		(33.7)% - (29.2)%		$(0.55) - $(0.50)
Estimated adjustments for:
Share-based compensation	0.6%		10.0% - 10.6%		0.16
Amortization of product intangibles	0.3%		0.3%		0.01
Amortization of non-product intangibles	—		0.3%		0.00
Restructuring	—		7.3% - 7.6%		0.12
Litigation charges	—		0.8%		0.01
System transition cost	—		0.7%		0.01
Tax adjustment	—		—		0.02
Non-GAAP	59.5% - 61.5%		(13.4)% - (9.8)%		$(0.22) - $(0.17)

The total of percentage rate changes may not equal the total change in all cases due to rounding.

 

For its Fiscal Q4'24, ending June 30, 2024, the Company is targeting:

 

No reconciliation of the forward-looking non-GAAP financial measure to the most directly comparable GAAP financial measure for Extreme’s Fiscal Q4’24 non-GAAP gross margin target and Fiscal Q4’24 non-GAAP operating margin target are included in this press release because, due to the high variability and difficulty in making accurate forecasts and projections of some of the excluded information, together with some of the excluded information not being ascertainable or accessible, Extreme is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measure without unreasonable efforts.

 

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Conference Call:

Extreme will host a conference call at 8:00 a.m. Eastern (5:00 a.m. Pacific) today to review the second quarter results of fiscal 2024 as well as the business outlook for the third quarter of fiscal 2024 ending March 31, 2024, including significant factors and assumptions underlying the targets noted above. The conference call will be available to the public through a live audio web broadcast via the internet at http://investor.extremenetworks.com and a replay of the call will be available on the website for at least 7 days following the call. To access the call, please go to this link (Extreme Networks Q2'24 Earnings Registration Link) and you will be provided with dial in details. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time.

 

About Extreme:

Extreme Networks, Inc. (EXTR) creates networking experiences that enable all of us to advance. We push the boundaries of technology leveraging the powers of machine learning, artificial intelligence, analytics, and automation. Over 50,000 customers globally trust our end-to-end, cloud-driven networking solutions and rely on our top-rated services and support to accelerate their digital transformation efforts and deliver progress like never before. For more information, visit Extreme's website at https://www.extremenetworks.com/ or LinkedIn, YouTube, Twitter, Facebook or Instagram

 

Extreme Networks, ExtremeCloud, and the Extreme Networks logo, are trademarks of Extreme Networks, Inc. or its subsidiaries in the United States and/or other countries. Other trademarks shown herein are the property of their respective owners.

 

Non-GAAP Financial Measures:

Extreme provides all financial information required in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company is providing with this press release non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating margin, non-GAAP operating income, non-GAAP net income, non-GAAP net income per diluted share, net cash (debt) and non-GAAP free cash flow. In preparing non-GAAP information, the Company has excluded, where applicable, the impact of share-based compensation, acquisition and integration costs, amortization of intangibles, restructuring charges, system transition costs, litigation charges, and the tax effect of non-GAAP adjustments. The Company believes that excluding these items provides both management and investors with additional insight into its current operations, the trends affecting the Company, the Company's marketplace performance, and the Company's ability to generate cash from operations. Please note the Company’s non-GAAP measures may be different than those used by other companies. The additional non-GAAP financial information the Company presents should be considered in conjunction with, and not as a substitute for, the Company’s GAAP financial information.

 

The Company has provided a non-GAAP reconciliation of the results for the periods presented in this release, which are adjusted to exclude certain items as indicated. These measures should only be used to evaluate the Company's results of operations in conjunction with the corresponding GAAP measures for comparable financial information and understanding of the Company’s ongoing performance as a business. Extreme uses both GAAP and non-GAAP measures to evaluate and manage its operations.

 

 

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Forward-Looking Statements:

Statements in this press release, including statements regarding those concerning the Company’s business outlook and future operating metrics, financial and operating results, are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements speak only as of the date of this release. There are several important factors that could cause actual results and other future events to differ materially from those suggested or indicated by such forward-looking statements. These include, among others, risks related to global macroeconomic and business trends; the Company’s failure to achieve targeted financial metrics; a highly competitive business environment for network switching equipment and cloud management of network devices; the Company’s effectiveness in controlling expenses; the possibility that the Company might experience delays in the development or introduction of new technology and products; customer response to the Company’s new technology and products; risks related to pending or future litigation; political and geopolitical factors; and a dependency on third parties for certain components and for the manufacturing of the Company’s products.

 

More information about potential factors that could affect the Company's business and financial results are described in “Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023, Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and other documents of the Company on file with the Securities and Exchange Commission (available at www.sec.gov). As a result of these risks and others, actual results could vary significantly from those anticipated in this press release, and the Company’s financial condition and results of operations could be materially adversely affected. Except as required under the U.S. federal securities laws and the rules and regulations of the U.S. Securities and Exchange Commission, Extreme disclaims any obligation to update any forward-looking statements after the date of this release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.

 

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EXTREME NETWORKS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)

		December 31, 2023				June 30, 2023
ASSETS
Current assets:
Cash and cash equivalents		$	221,403			$	234,826
Accounts receivable, net			112,047				182,045
Inventories			152,521				89,024
Prepaid expenses and other current assets			72,272				70,263
Total current assets			558,243				576,158
Property and equipment, net			47,598				46,448
Operating lease right-of-use assets, net			47,124				34,739
Intangible assets, net			13,104				16,063
Goodwill			395,606				394,755
Other assets			80,983				73,544
Total assets		$	1,142,658			$	1,141,707
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt, net of unamortized debt issuance costs of $675 and $674, respectively		$	9,325			$	34,326
Accounts payable			87,790				99,724
Accrued compensation and benefits			50,862				71,367
Accrued warranty			11,397				12,322
Current portion, operating lease liabilities			10,686				10,847
Current portion, deferred revenue			300,399				282,475
Other accrued liabilities			78,507				64,440
Total current liabilities			548,966				575,501
Deferred revenue, less current portion			247,777				219,024
Long-term debt, less current portion, net of unamortized debt issuance costs of $2,069 and $2,409, respectively			182,931				187,591
Operating lease liabilities, less current portion			43,852				31,845
Deferred income taxes			7,748				7,747
Other long-term liabilities			3,200				3,247
Commitments and contingencies
Stockholders’ equity:
Convertible preferred stock, $0.001 par value, issuable in series, 2,000 shares authorized; none issued			—				—
Common stock, $0.001 par value, 750,000 shares authorized; 146,843 and 143,629 shares issued, respectively; 128,624 and 127,775 shares outstanding, respectively			147				144
Additional paid-in-capital			1,181,230				1,173,744
Accumulated other comprehensive loss			(12,058	)			(13,192	)
Accumulated deficit			(823,334	)			(855,998	)
Treasury stock at cost, 18,219 and 15,854 shares, respectively			(237,801	)			(187,946	)
Total stockholders’ equity			108,184				116,752
Total liabilities and stockholders’ equity		$	1,142,658			$	1,141,707

 

 

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EXTREME NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

		Three Months Ended								Six Months Ended
		December 31, 2023				December 31, 2022				December 31, 2023				December 31, 2022
Net revenues:
Product		$	186,611			$	223,445			$	440,094			$	429,721
Subscription and support			109,766				94,903				209,420				186,316
Total net revenues			296,377				318,348				649,514				616,037
Cost of revenues:
Product			81,493				103,587				190,029				203,350
Subscription and support			31,514				33,106				63,179				64,324
Total cost of revenues			113,007				136,693				253,208				267,674
Gross profit:
Product			105,118				119,858				250,065				226,371
Subscription and support			78,252				61,797				146,241				121,992
Total gross profit			183,370				181,655				396,306				348,363
Operating expenses:
Research and development			52,833				52,618				110,849				103,607
Sales and marketing			85,154				80,538				177,074				158,920
General and administrative			25,384				24,085				49,257				42,632
Acquisition and integration costs			—				—				—				390
Restructuring and related charges			9,174				476				11,891				957
Amortization of intangible assets			509				504				1,020				1,027
Total operating expenses			173,054				158,221				350,091				307,533
Operating income			10,316				23,434				46,215				40,830
Interest income			1,430				889				2,656				1,281
Interest expense			(4,269	)			(3,884	)			(8,587	)			(7,710	)
Other income (expense), net			(420	)			138				12				509
Income before income taxes			7,057				20,577				40,296				34,910
Provision for income taxes			3,069				2,646				7,632				4,394
Net income		$	3,988			$	17,931			$	32,664			$	30,516
Basic and diluted income per share:
Net income per share – basic		$	0.03			$	0.14			$	0.25			$	0.23
Net income per share – diluted		$	0.03			$	0.13			$	0.25			$	0.23
Shares used in per share calculation – basic			128,987				130,465				128,885				130,377
Shares used in per share calculation – diluted			131,514				134,453				132,786				133,833

 

 

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EXTREME NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

		Six Months Ended
		December 31, 2023				December 31, 2022
Cash flows from operating activities:
Net income		$	32,664			$	30,516
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			9,485				9,983
Amortization of intangible assets			3,064				7,852
Reduction in carrying amount of right-of-use asset			5,891				6,240
Provision for doubtful accounts			82				102
Share-based compensation			40,876				31,185
Deferred income taxes			(21	)			65
Non-cash interest expense			532				764
Other			(2,481	)			(5,904	)
Changes in operating assets and liabilities:
Accounts receivable			69,915				31,944
Inventories			(64,552	)			(14,506	)
Prepaid expenses and other assets			(7,850	)			(6,557	)
Accounts payable			(12,263	)			2,164
Accrued compensation and benefits			(20,625	)			9,170
Operating lease liabilities			(6,444	)			(7,383	)
Deferred revenue			48,272				28,776
Other current and long-term liabilities			13,320				(4,074	)
Net cash provided by operating activities			109,865				120,337
Cash flows from investing activities:
Capital expenditures			(9,955	)			(6,271	)
Net cash used in investing activities			(9,955	)			(6,271	)
Cash flows from financing activities:
Payments on revolving facility			(25,000	)			—
Payments on debt obligations			(5,000	)			(46,625	)
Repurchase of common stock			(49,855	)			(49,803	)
Payments for tax withholdings, net of proceeds from issuance of common stock			(33,387	)			(7,183	)
Deferred payments on an acquisition			—				(2,000	)
Net cash used in financing activities			(113,242	)			(105,611	)
Foreign currency effect on cash and cash equivalents			(91	)			(456	)
Net increase (decrease) in cash and cash equivalents			(13,423	)			7,999
Cash and cash equivalents at beginning of period			234,826				194,522
Cash and cash equivalents at end of period		$	221,403			$	202,521

 

 

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Extreme Networks, Inc.

Non-GAAP Measures of Financial Performance

 

To supplement the Company's consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (“GAAP”), Extreme uses non-GAAP measures of certain components of financial performance. These non-GAAP measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating margin, non-GAAP operating income, non-GAAP net income, non-GAAP net income per diluted share, net cash (debt) and non-GAAP free cash flow.

 

Reconciliation to the nearest GAAP measure of all historical non-GAAP measures included in this press release can be found in the tables included with this press release.

 

Non-GAAP measures presented in this press release are not in accordance with or alternative measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Extreme’s results of operations as determined in accordance with GAAP. These non-GAAP measures should only be used to evaluate Extreme’s results of operations in conjunction with the corresponding GAAP measures.

 

Extreme believes these non-GAAP measures, when shown in conjunction with the corresponding GAAP measures, enhance investors' and management's overall understanding of the Company's current financial performance and the Company's prospects for the future, including cash flows available to pursue opportunities to enhance stockholder value. In addition, because Extreme has historically reported certain non-GAAP results to investors, the Company believes the inclusion of non-GAAP measures provides consistency in the Company's financial reporting.

 

For its internal planning process, and as discussed further below, Extreme's management uses financial statements that do not include share-based compensation expense, acquisition and integration costs, amortization of intangibles, restructuring charges, system transition costs, litigation charges and the tax effect of non-GAAP adjustments. Extreme’s management also uses non-GAAP measures, in addition to the corresponding GAAP measures, in reviewing the Company's financial results.

 

As described above, Extreme excludes the following items from one or more of its non-GAAP measures when applicable.

 

Share-based compensation. Consists of associated expenses for stock options, restricted stock awards and the Company’s Employee Stock Purchase Plan. Extreme excludes share-based compensation expenses from its non-GAAP measures primarily because they are non-cash expenses that the Company does not believe are reflective of ongoing cash requirement related to its operating results. Extreme expects to incur share-based compensation expenses in future periods.

Acquisition and integration costs. Acquisition and integration costs consist of specified compensation charges, software charges, and legal and professional fees related to the acquisition of Ipanema. Extreme excludes these expenses since they result from an event that is outside the ordinary course of continuing operations.

 

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Amortization of intangibles. Amortization of intangibles includes the monthly amortization expense of intangible assets such as developed technology, customer relationships, trademarks and order backlog. The amortization of the developed technology and order backlog are recorded in cost of goods sold, while the amortization for the other intangibles is recorded in operating expenses. Extreme excludes these expenses since they result from an intangible asset and for which the period expense does not impact the operations of the business and are non-cash in nature.

 

Restructuring charges. Restructuring charges consist of severance costs for employees, asset disposal costs and other charges related to excess facilities that do not provide economic benefit to our future operations. Extreme excludes restructuring expenses since they result from events that occur outside of the ordinary course of continuing operations.

 

System transition costs. System transition costs consist of costs related to direct and incremental costs incurred in connection with our multi-phase transition of our customer relationship management solution and our configure, price, quote solution. Extreme excludes these costs because we believe that these costs do not reflect future operating expenses and will be inconsistent in amount and frequency making it difficult to contribute to a meaningful evaluation of our operating performance.

 

Litigation charges. Litigation charges consist of estimated settlement and related legal expenses for a non-recurring pending litigation.

 

Tax effect of non-GAAP adjustments. We calculate our non-GAAP provision for income taxes in accordance with the SEC guidance on non-GAAP Financial Measures Compliance and Disclosure Interpretation. We have assumed our U.S. federal and state net operating losses would have been fully consumed by the historical non-GAAP financial adjustments, eliminating the need for a full valuation allowance against our U.S. deferred tax assets which, consequently, enables our use of research and development tax credits. The non-GAAP tax provision consists of current and deferred income tax expense commensurate with the non-GAAP measure of profitability using our blended U.S. statutory tax rate of 24.6%.

 

The non-GAAP provision for income taxes has typically been and is currently higher than the GAAP provision given the Company has a valuation allowance against its US and a portion of its Irish deferred tax assets due to historical losses. Once these valuation allowances are released, the non-GAAP and the GAAP provision for income taxes will be more closely aligned.

 

Over the next year, our cash taxes will be driven by US federal and state taxes and the tax expense of our foreign subsidiaries, which amounts have not historically been significant, with the exception of the Company’s Indian subsidiary which performs research and development activities, as well as the Company’s Irish trading subsidiaries.

 

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EXTREME NETWORKS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

GAAP TO NON-GAAP RECONCILIATION

(In thousands, except percentages and per share amounts)

(Unaudited)

Revenues	Three Months Ended								Six Months Ended
	December 31, 2023				December 31, 2022				December 31, 2023				December 31, 2022
Revenues – GAAP	$	296,377			$	318,348			$	649,514			$	616,037

Non-GAAP Gross Margin	Three Months Ended								Six Months Ended
	December 31, 2023				December 31, 2022				December 31, 2023				December 31, 2022
Gross profit – GAAP	$	183,370			$	181,655			$	396,306			$	348,363
Gross margin – GAAP percentage		61.9	%			57.1	%			61.0	%			56.5	%
Adjustments:
Share-based compensation expense, Product		464				499				947				873
Share-based compensation expense, Subscription and support		749				966				1,615				1,638
Amortization of intangibles, Product		593				2,388				1,737				5,161
Amortization of intangibles, Subscription and support		—				815				272				1,629
Total adjustments to GAAP gross profit	$	1,806			$	4,668			$	4,571			$	9,301
Gross profit – non-GAAP	$	185,176			$	186,323			$	400,877			$	357,664
Gross margin – non-GAAP percentage		62.5	%			58.5	%			61.7	%			58.1	%

 

Non-GAAP Operating Income	Three Months Ended								Six Months Ended
	December 31, 2023				December 31, 2022				December 31, 2023				December 31, 2022
GAAP operating income	$	10,316			$	23,434			$	46,215			$	40,830
GAAP operating income percentage		3.5	%			7.4	%			7.1	%			6.6	%
Adjustments:
Share-based compensation expense, cost of revenues		1,213				1,465				2,562				2,511
Share-based compensation expense, R&D		4,435				3,962				8,812				7,052
Share-based compensation expense, S&M		7,535				5,910				14,523				10,549
Share-based compensation expense, G&A		7,774				6,059				14,979				11,073
Acquisition and integration costs		—				—				—				390
Restructuring charges		9,174				476				11,891				957
Litigation charges		1,353				2,324				2,813				2,324
System transition costs		1,030				—				1,599				—
Amortization of intangibles		1,102				3,707				3,029				7,817
Total adjustments to GAAP operating income		33,616				23,903				60,208				42,673
Non-GAAP operating income	$	43,932			$	47,337			$	106,423			$	83,503
Non-GAAP operating income percentage		14.8	%			14.9	%			16.4	%			13.6	%

 

 

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Non-GAAP Net Income	Three Months Ended								Six Months Ended
	December 31, 2023				December 31, 2022				December 31, 2023				December 31, 2022
GAAP net income	$	3,988			$	17,931			$	32,664			$	30,516
Adjustments:
Share-based compensation expense		20,957				17,396				40,876				31,185
Acquisition and integration costs		—				—				—				390
Restructuring charge, net of reversal		9,174				476				11,891				957
Litigation charges		1,353				2,324				2,813				2,324
System transition costs		1,030				—				1,599				—
Amortization of intangibles		1,102				3,707				3,029				7,817
Tax effect of non-GAAP adjustments		(6,129	)			(5,354	)			(14,857	)			(9,622	)
Total adjustments to GAAP net income	$	27,487			$	18,549			$	45,351			$	33,051
Non-GAAP net income	$	31,475			$	36,480			$	78,015			$	63,567
Earnings per share
GAAP net income per share – diluted	$	0.03			$	0.13			$	0.25			$	0.23
Non-GAAP net income per share – diluted	$	0.24			$	0.27			$	0.59			$	0.47
Shares used in net income per share – diluted:
GAAP Shares used in per share calculation – basic		128,987				130,465				128,885				130,377
Potentially dilutive equity awards		2,527				3,988				3,901				3,456
GAAP and Non-GAAP shares used in per share calculation – diluted		131,514				134,453				132,786				133,833

 

 

 

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