Ribbon Communications Inc. Reports Second Quarter 2020 Financial Results

WESTFORD, Mass., Aug. 5, 2020 /PRNewswire/ -- Ribbon Communications Inc. (Nasdaq: RBBN), a global provider of converged communications software and network solutions to Service Providers, Enterprises, and critical infrastructure sectors, today announced its financial results for the second quarter of 2020.

Revenue for the second quarter of 2020 was $210 million, compared to $145 million for the second quarter of 2019, an increase of 45%. Approximately $64 million of the year-over-year revenue increase was attributable to the acquisition of ECI Telecom Group, Ltd. (ECI), which closed on March 3, 2020.

"We are pleased with our second quarter financial results during these challenging times. Demand for our industry leading voice-over-IP real-time communications solutions was strong as service providers and enterprises continue to increase capacity to support work-from-home communication and collaboration needs. We also began to see a recovery in our Packet Optical business compared to our first quarter 2020 as customers restarted delayed projects and initiated new deployments," said Bruce McClelland, President and Chief Executive Officer of Ribbon Communications.

Mr. McClelland added, "We were especially proud of the confidence that Bharti Airtel has demonstrated in Ribbon to support the upgrade of their packet optical network that will readily support deployment of 5G enabled services."

Financial Highlights(1,2
)
The following table summarizes the consolidated financial highlights for the three and six months ended June 30, 2020 and 2019 (in millions, except per share amounts).


                                                                                                                                    Three months ended                       Six months
                                                                                                                                                               ended


                                                                                                                                    June 30,                       June 30,


                                                                                                                      2020          2019        2020       2019



     GAAP Revenue                                                                                                    $210          $145        $368       $264



     GAAP Net (loss) income                                                                                          $(8)          $49       $(41)       $19



     Non-GAAP Net income                                                                                               $8           $16          $9         $7



     GAAP (loss) per share or diluted earnings per share                                                          $(0.06)        $0.45     $(0.31)     $0.17



     Weighted average GAAP shares                                                                                     144           111         133        110



     Non-GAAP Diluted earnings per share                                                                            $0.06         $0.14       $0.07      $0.06



     Weighted average diluted shares                                                                                  151           111         136        110



     Non-GAAP Adjusted EBITDA                                                                                         $30           $22         $39        $20





     Cash was $94 million at June 30, 2020, compared with $110 million at March 31, 2020 and $51 million at June 30, 2019.




                 (1) Results for the three months ended June 30, 2020 represent three months of Ribbon and ECI.  Results for the three months ended June 30, 2019 represent three months of Ribbon only.
                  Results for the six months ended June 30, 2020 represent six months of Ribbon and the period March 3, 2020 to June 30, 2020 for ECI.




                 (2) Please see the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures and additional information about non-GAAP measures in the section
                  entitled "Discussion of Non-GAAP Financial Measures" in the press release appendix.

"Revenue was $210 million and Adjusted EBITDA was $30 million in the second quarter of 2020," said Mick Lopez, Chief Financial Officer of Ribbon Communications. "Our 31 percent year-over-year growth in profitability was driven by improving software revenue mix coupled with our cost reduction efforts."

Customer and Company Highlights

    --  In addition to Bharti Airtel's network expansion with Ribbon's 5G-native
        packet optical solution, eight new packet optical customers were added
        across various industries and geographies.
    --  Ribbon secured an order with a major US mobile carrier for a new VoLTE
        voice transcoding platform to support both 4G AMR wideband voice codec
        and NextGen 5G Enhanced Voice Services (EVS) codecs.
    --  Ribbon partnered with Bandwidth to rapidly increase network capacity
        leveraging a cloud-based deployment on the AWS public cloud platform to
        address significant traffic growth. In all, Ribbon supported eight new
        carriers to increase capacity to address unforeseen demand.
    --  Ribbon's packet optical networking portfolio was ranked "very strong" in
        a recent GlobalData report that focused specifically on 5G Transport
        solutions.
    --  This week, the Company launched Ribbon Connect, a portfolio of
        subscription based "as-a-service" offerings. The first offer supports
        Microsoft Teams Direct Routing and enables carrier-grade voice calling
        capabilities in minutes.

Kandy Communications Platform Sale
Earlier today, Ribbon announced that it has entered into a definitive agreement with AVCtechnologies to sell the Kandy Communications Platform in an all-stock transaction. The proposed transaction combines AVCtechnologies' 30+ years of experience delivering exceptional white-glove customer service to enterprise customers across a range of managed IT solutions with Kandy's pure-play, industry-leading, proprietary UCaaS, CPaaS, and CCaaS platform to provide a best-in-class, end-to-end communication experience for channel partners, their customers and end users.

Under the agreement, AVCtechnologies will issue thirteen million shares of its common stock to Ribbon Communications. The transaction is expected to close in the second half of 2020 and is subject to receipt of the approval of AVCtechnologies' stockholders, AVCtechnologies' completion of necessary financing, approval of the lenders under Ribbon's credit facility, as well as other customary closing conditions.

Business Outlook
The Company's outlook is based on current indications for its business, which are subject to change. For the third quarter of 2020, the Company projects revenue of $210 million to $220 million, non-GAAP earnings per share of $0.05 to $0.07, and Adjusted EBITDA of $25 million to $29 million. The current outlook provided does not include the effect of the proposed sale of Kandy.

Upcoming Third Quarter 2020 Virtual Investor Conference Schedule

    --  August 11, 2020 - Oppenheimer Virtual Technology, Internet &
        Communications Conference (one-on-one institutional investor meetings).
    --  September 1, 2020 - Jefferies Semiconductor, IT Hardware and
        Communications Infrastructure Summit (one-on-one institutional investor
        meetings).
    --  September 14, 2020 - Jefferies Software Conference (presentation and
        one-on-one institutional investor meetings).

Conference Call Details

Conference call to discuss its financial results for the second quarter ended June 30, 2020 on August 5, 2020, via the investor section of its website at http://investors.ribboncommunications.com, where a replay will also be available shortly following the conference call.

Conference Call Details:
Date: August 5, 2020
Time: 4:30 p.m. (ET)
Dial-in number (Domestic): 877-407-2991

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

Instant Telephone Access: Call me(TM)

Replay information:

A telephone playback of the call will be available following the conference call until August 19, 2020 and can be accessed by calling 877-660-6853 or 201-612-7415 for international callers. The reservation number for the replay is 13706972.

Investor Relations
Monica Gould
+1 (212) 871-3927
IR
@rbbn.com

North American Press
Dennis Watson
+1 (214) 695-2224
dwatson@rbbn.com

APAC, CALA & EMEA Press
Catherine Berthier
+1 (646) 741-1974
cberthier@rbbn.com

Analyst Relations
Michael Cooper
+1 (708) 212-6922
mcooper@rbbn.com

About Ribbon
Ribbon Communications (Nasdaq: RBBN), which recently merged with ECI Telecom Group, delivers global communications software and network solutions to service providers, enterprises and critical infrastructure sectors. 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 IP solutions, UCaaS/CPaaS cloud offers, leading-edge software security and analytics tools, as well as packet and optical networking leveraging ECI's Elastic Network technology. To learn more about Ribbon visit rbbn.com. For more information about our Elastic Network technology packet optical portfolio visit ecitele.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 several risks and uncertainties. All statements other than statements of historical facts contained in this release, including without limitation statements regarding the proposed sale of the Kandy Communications platform, projected revenues, earnings and Adjusted EBITDA for the third quarter 2020 and beyond, the anticipated impact of COVID-19 on our business, the expected benefits from our acquisition of ECI, and plans and objectives of management for future operations are forward-looking statements. Without limiting the foregoing, the words "believes", "estimates", "expects", "expectations", "intends", "may", "plans", "projects" and other similar language, whether in the negative or affirmative, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based on our current expectations and assumptions regarding our 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. Our 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, risks related to the COVID-19 pandemic and its impact on the global economy and financial markets, as well as on the Company, our customers, and suppliers, which may impact our sales, gross margin, customer demand and our ability to supply our products to our customers; risks that the businesses of ECI will not be integrated successfully or that the combined companies will not realize estimated cost savings; failure to realize anticipated benefits of the merger with ECI; disruptions from the integration efforts that could harm our business; failure to consummate the proposed sale of the Kandy Communications platform; failure to make or take any filing or other action required to consummate the proposed Kandy transaction in a timely matter or at all; failure to satisfy other closing conditions to the Kandy transaction; failure to realize anticipated benefits from the Kandy transaction; potential litigation relating to the proposed Kandy transaction and disruptions from the proposed transaction that could harm our business; the potential impact of announcement or consummation of the proposed Kandy transaction on relationships with third parties, including customers, employees and competitors; our ability to recruit and retain key personnel; reductions in customer spending; geopolitical tensions, including those in India, that could disrupt shipments to customers; a slowdown in customer payments and changes in customer requirements, including the timing of customer purchasing decisions and our recognition of revenues; conditions in the credit markets, credit risks and risks related to the terms of our credit agreement; the parties' international operations, which are subject to the risks of currency fluctuations and foreign exchange controls; ability to attract new customers and retain existing customers in the manner anticipated; unpredictable fluctuations in quarterly revenue and business from our existing customers; our ability to maintain partner, reseller, distribution and vendor support and supply relationships; increases in tariffs, trade restrictions or taxes on our products; and currency fluctuations.

These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect our business and results from operations. Additional information regarding these and other factors can be found in our reports filed with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2019 and our Form 10-Q for the quarter ended March 31, 2020. 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
Ribbon Communications' management uses several different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of the business, making operating decisions, planning and forecasting future periods, and determining payments under compensation programs. Our annual financial plan is prepared on a non-GAAP basis and is approved by our board of directors. 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. We consider the use of non-GAAP financial measures helpful in assessing the core performance of our continuing operations and when planning and forecasting future periods. By continuing operations, we mean the ongoing results of the business adjusted for certain expenses and credits, including, but not limited to, stock-based compensation; amortization of intangible assets; certain litigation costs; acquisition- and integration-related expense; restructuring and related expense; a reduction to deferred purchase consideration; the gain on a litigation settlement; and the tax effect of these adjustments. While our management uses non-GAAP financial measures as a tool to enhance their understanding of certain aspects of our financial performance, our management does not consider these measures to be a substitute for, or superior to, GAAP measures. In addition, our 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 as an analytical tool. In particular, many of the adjustments to our financial measures reflect the exclusion of items that are recurring and will be reflected in our financial results for the foreseeable future.

Stock-Based Compensation
Stock-based compensation expense is different from other forms of compensation, as it is a non-cash expense. For example, a cash salary generally has a fixed and unvarying cash cost. In contrast, the expense associated with an equity-based award is generally unrelated to the amount of cash ultimately received by an employee, and the cost to us is based on a stock-based compensation valuation methodology, subjective assumptions and the variety of award types, all of which may vary over time. We evaluate performance without these measures because stock-based compensation expense is influenced by the Company's stock price and other factors, such as volatility and interest rates that are beyond our control. 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. As such, we do not include such charges in our operating plans, and we believe that presenting non-GAAP operating results that exclude stock-based compensation provides investors with visibility and insight into our management's method of analysis and the Company's core operating performance. It is reasonable to expect that stock-based compensation will continue in future periods.

Amortization of Intangible Assets
We exclude the amortization of acquired intangible assets from non-GAAP expense and income measures. These amortization amounts are inconsistent in frequency and amount and are significantly impacted by the timing and size of acquisitions. Although we exclude amortization of acquired intangible assets from our non-GAAP expenses, we believe that it is important for investors to understand that intangible assets contribute to revenue generation. We believe that excluding non-cash amortization of intangible assets facilitates the comparison of our financial results to our historical operating results and to other companies in our industry as if the acquired intangible assets had been developed internally rather than acquired. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized.

Litigation Costs
We were involved in litigation with a certain competitor with whom we reached a settlement in the second quarter of 2019, under which the competitor agreed to pay us an aggregate amount of $63.0 million (see also "Litigation Settlement" below). In connection with this litigation, we incurred litigation costs beginning in the fourth quarter of 2017. In addition, we reached a settlement with a former business partner of GENBAND regarding amounts loaned to this former business partner that were never repaid. The credit to litigation expense in the second quarter of 2020 represents discounts on certain legal invoices and insurance reimbursements related to litigation aggregating $0.9 million. These litigation costs and credits are included as components of general and administrative expense. We believe that such costs are not part of our core business or ongoing operations. Accordingly, we believe that excluding the litigation costs related to these specific legal matters facilitates the comparison of our financial results to our historical operating results and to other companies in our industry.

Acquisition- and Integration-Related Expense
We consider certain acquisition- and integration-related costs to be unrelated to the organic continuing operations of our acquired businesses and the Company, and such costs are generally not relevant to assessing or estimating the long-term performance of the acquired assets. The size, complexity and/or volume of an acquisition, which often drive the magnitude of acquisition- and integration-related costs, may not be indicative of future acquisition- and integration-related costs. By excluding these acquisition- and integration-related costs from our non-GAAP measures, we believe that our management is better able to evaluate our ability to utilize our existing assets and estimate the long-term value that the acquired assets will generate for us. We exclude certain acquisition- and integration-related costs to allow more accurate comparisons of our financial results to our historical operations and the financial results of less acquisitive peer companies. In addition, we believe that providing supplemental non-GAAP measures that exclude these items allows management and investors to consider the ongoing operations of the business both with and without such expenses.

Restructuring and Related Expense
We have recorded restructuring and related expense to streamline operations and reduce operating costs by closing and consolidating certain facilities and reducing our worldwide workforce. We review our restructuring accruals and facilities requirements regularly and record adjustments to these estimates as required. We believe that excluding restructuring and related expense facilitates the comparison of our financial results to our historical operating results and to other companies in our industry, as there are no future revenue streams or other benefits associated with these costs.

Gain on Litigation Settlement
We were involved in litigation with a certain competitor with whom we reached a settlement in the second quarter of 2019, under which the competitor agreed to pay us an aggregate amount of $63.0 million (see "Litigation Costs" above). This gain is included as a component of other (expense) income, net. We believe that such gains are not part of our core business or ongoing operations. Accordingly, we believe that excluding the gain on the litigation settlement related to this specific legal matter facilitates the comparison of our financial results to our historical operating results and to other companies in our industry.

Reduction to Deferred Purchase Consideration
We recorded $8.1 million in other (expense) income, net, in the first quarter of 2019 related to the reduction of cash deferred purchase consideration for Edgewater. We believe that such reductions to cash deferred purchase consideration are not part of our core business or ongoing operations, as they relate to specific acquisitive transactions. Accordingly, we believe that excluding such reductions related to acquisition transactions facilitates the comparison of our financial results to our historical results and to other companies in our industry.

Tax Effect of Non-GAAP Adjustments
Beginning with the second quarter of 2019, non-GAAP income tax expense is presented based on an estimated tax rate applied against forecasted annual non-GAAP income. The non-GAAP income tax expense assumes no available net operating losses or any valuation allowances for the U.S. because of reporting significant cumulative non-GAAP income over the past several years. Due to the methodology applied to our estimated annual tax rate, our estimated tax rate on non-GAAP income will differ from our GAAP tax rate and from our actual tax liabilities.

Adjusted EBITDA
We use Adjusted EBITDA as a supplemental measure to review and assess our performance. We calculate Adjusted EBITDA by excluding from net income (loss): interest expense, net; income tax provision; depreciation; and amortization of intangible assets. In addition, we exclude from net income (loss): stock-based compensation expense; certain litigation costs; acquisition- and integration-related expense; restructuring and related expense; and other (expense) income, net. In general, we add back the expenses that we consider to be non-cash and/or not part of our ongoing operations. Adjusted EBITDA is a non-GAAP financial measure that is used by our investing community for comparative and valuation purposes. We disclose this metric to support and facilitate our dialogue with research analysts and investors. Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

We believe that providing non-GAAP information to investors, in addition to the GAAP presentation, will allow investors to view the financial results in the way our management views them. We further believe that providing this information helps investors to better understand our core financial and operating performance and evaluate the efficacy of the methodology and information used by our management to evaluate and measure such performance.


                                                           
              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,


                                                                                      2020                               2020                    2019




     Revenue:


                              Product                $120,862                                    $75,899                      $72,059


                              Service                  89,631                                     82,083                       73,362



                              Total
                               revenue                210,493                                    157,982                      145,421






     Cost of revenue:


                              Product                  61,529                                     44,933                       36,433


                              Service                  36,647                                     31,479                       28,315



                              Total cost
                               of
                               revenue                 98,176                                     76,412                       64,748






     Gross profit                                                              112,317                             81,570                  80,673






     Gross margin:


                              Product                   49.1%                                     40.8%                       49.4%


                              Service                   59.1%                                     61.6%                       61.4%


                              Total
                               gross
                               margin                   53.4%                                     51.6%                       55.5%





     Operating expenses:


                              Research and
                               development             51,796                                     42,295                       35,301


                              Sales and
                               marketing               37,617                                     36,351                       28,893


                              General and
                               administrative          15,094                                     17,205                       12,466


                              Acquisition-
                               and
                               integration-
                               related                    857                                     12,384                        1,965


                              Restructuring
                               and related              5,361                                      2,075                        9,144


                              Total
                               operating
                               expenses               110,725                                    110,310                       87,769





      Income (loss) from operations                                               1,592                           (28,740)                (7,096)


      Interest expense, net                                                     (5,400)                           (3,395)                (1,262)


      Other (expense) income, net                                               (2,407)                             (844)                 62,861





      (Loss) income before income
       taxes                                                                    (6,215)                          (32,979)                 54,503



     Income tax provision                                                      (2,036)                             (191)                (5,033)






     Net (loss) income                                                        $(8,251)                         $(33,170)                $49,470

                                                                                                                                             ===




     (Loss) earnings per share:


                              Basic                                                $(0.06)                           $(0.27)                  $0.45


                              Diluted                 $(0.06)                                   $(0.27)                       $0.45




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


                              Basic                                                144,483                            120,992                 110,394


                              Diluted                 144,483                                    120,992                      110,698


                                         
              RIBBON COMMUNICATIONS INC.


                                   
              Consolidated Statements of Operations


                          
              (in thousands, except percentages and per share amounts)


                                                
              (unaudited)




                                                                           Six months ended


                                                                    
              June 30,                
     June 30,


                                                                                       2020                      2019




     Revenue:


                              Product                $196,761                                 $119,539


                              Service                 171,714                                  144,810



                              Total
                               revenue                368,475                                  264,349






     Cost of revenue:


                              Product                 106,462                                   69,580


                              Service                  68,126                                   57,507



                              Total cost
                               of
                               revenue                174,588                                  127,087






     Gross profit                                                               193,887                   137,262






     Gross margin:


                              Product                   45.9%                                   41.8%


                              Service                   60.3%                                   60.3%


                              Total
                               gross
                               margin                   52.6%                                   51.9%





     Operating expenses:


                              Research and
                               development             94,091                                   71,234


                              Sales and
                               marketing               73,968                                   58,952


                              General and
                               administrative          32,299                                   31,160


                              Acquisition-
                               and
                               integration-
                               related                 13,241                                    5,164


                              Restructuring
                               and related              7,436                                   14,076


                              Total
                               operating
                               expenses               221,035                                  180,586






     Loss from operations                                                      (27,148)                 (43,324)


      Interest expense, net                                                      (8,795)                  (2,626)


      Other (expense) income, net                                                (3,251)                   70,635





      (Loss) income before income
       taxes                                                                    (39,194)                   24,685



     Income tax provision                                                       (2,227)                  (6,047)






     Net (loss) income                                                        $(41,421)                  $18,638

                                                                                                              ===




     (Loss) earnings per share:


                              Basic                                                 $(0.31)                    $0.17


                              Diluted                 $(0.31)                                   $0.17




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


                              Basic                                                 132,737                   109,239


                              Diluted                 132,737                                  109,672


                                                        
              RIBBON COMMUNICATIONS INC.


                                                        
              Consolidated Balance Sheets


                                                              
              (in thousands)


                                                                
              (unaudited)






                                                                                             
     June 30,                   
     December 31,


                                                                                                        2020                            2019




     
                Assets



     Current assets:


                         Cash and cash
                          equivalents                                        $80,992                              $44,643


                         Restricted cash                                      13,052


                         Accounts
                          receivable, net                                    204,601                              192,706


                         Inventory                                            58,047                               14,800


                         Other current
                          assets                                              52,121                               27,146



                         Total current
                          assets                                             408,813                              279,295





     Property and equipment, net                                                                  48,004                          28,976



     Intangible assets, net                                                                      449,263                         213,366



     Goodwill                                                                                    416,892                         224,896



     Deferred income taxes                                                                         6,416                           4,959


      Operating lease right-of-use assets                                                          63,938                          36,654



     Other assets                                                                                 34,736                          26,762


                                                                                                  $1,428,062                        $814,908






     
                Liabilities and Stockholders' Equity



     Current liabilities:


                         Current portion of
                          term debt                                          $14,850                               $2,500


                         Revolving credit
                          facility                                                                                 8,000


                         Accounts payable                                     73,066                               31,412


                         Accrued expenses
                          and other                                          130,727                               56,700


                         Operating lease
                          liabilities                                         18,300                                7,719


                         Deferred revenue                                    105,694                              100,406



                         Total current
                          liabilities                                        342,637                              206,737





     Long-term debt, net of current                                                              377,302                          45,995


      Operating lease liabilities, net of
       current                                                                                     53,122                          37,202


      Deferred revenue, net of current                                                             23,844                          20,482



     Deferred income taxes                                                                        17,720                           4,648



     Other long-term liabilities                                                                  68,660                          16,589



                                               
              Total liabilities                          883,285                         331,653






     Commitments and contingencies





     Stockholders' equity:


                         Common stock                                             14                                   11


                         Additional paid-in
                          capital                                          1,863,374                            1,747,784


                         Accumulated deficit                             (1,308,488)                         (1,267,067)


                         Accumulated other
                          comprehensive
                          (loss) income                                     (10,123)                               2,527


                                                          Total stockholders' equity                 544,777                         483,255



                                                                                                  $1,428,062                        $814,908


                                                 
          RIBBON COMMUNICATIONS INC.


                                             
         Consolidated Statements of Cash Flows


                                                   
              (in thousands)


                                                     
              (unaudited)






                                                                                         Six months ended


                                                                                     
           June 30,                  
     June 30,


                                                                                                     2020                        2019




     Cash flows from operating activities:


                         Net (loss) income                          $(41,421)                               $18,638


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


                         Depreciation and
                          amortization of
                          property and
                          equipment                                     8,260                                  5,891


                         Amortization of
                          intangible
                          assets                                       29,003                                 24,569


                         Amortization of
                          debt issuance
                          costs                                         2,554                                    175


                         Stock-based
                          compensation                                  6,198                                  5,669


                         Deferred income
                          taxes                                            97                                  4,358


                         Reduction in
                          deferred
                          purchase
                          consideration                                  (69)                               (8,124)


                         Foreign currency
                          exchange losses                               3,463                                    521


                         Changes in
                          operating
                          assets and
                          liabilities:


                                   Accounts
                                    receivable                           45,422                                 33,121


                                   Inventory                                773                                  6,159


                                   Other
                                    operating
                                    assets                               14,282                               (21,026)


                                   Accounts
                                    payable                            (41,515)                              (12,763)


                         Accrued
                                    expenses and
                                    other long-
                                    term
                                    liabilities                           9,111                               (17,129)


                                   Deferred
                                    revenue                                 554                               (10,940)


                                                         Net cash provided by
                                                          operating activities                     36,712                      29,119






     Cash flows from investing activities:


                         Purchases of
                          property and
                          equipment                                  (14,891)                               (6,153)


                         Business
                          acqusitions, net
                          of cash acquired                          (346,852)                                     -


                         Maturities of
                          marketable
                          securities                                                                          7,295


                         Proceeds from the
                          sale of fixed
                          assets                                       43,500                                      -


                                                         Net cash (used in)
                                                          provided by investing
                                                          activities                            (318,243)                      1,142






     Cash flows from financing activities:


                         Borrowings under
                          revolving line of
                          credit                                          615                                 92,000


                         Principal payments
                          on revolving line
                          of credit                                   (8,615)                             (112,000)


                         Proceeds from
                          issuance of term
                          debt                                        403,500                                 50,000


                         Principal payments
                          of long-term debt                          (52,400)                                     -


                         Payment of deferred
                          purchase
                          consideration                                                                    (21,876)


                         Principal payment
                          of debt, related
                          party                                                                            (24,716)


                         Principal payments
                          of finance leases                             (668)                                 (500)


                         Payment of debt
                          issuance costs                             (10,573)                                 (884)


                        Proceeds from the
                          sale of common
                          stock in
                          connection with
                          employee stock
                          purchase plan                                                                         506


                         Proceeds from the
                          exercise of stock
                          options                                          23                                    190


                        Payment of tax
                          withholding
                          obligations
                          related to net
                          share settlements
                          of restricted
                          stock awards                                  (808)                               (1,080)


                         Repurchase of
                          common stock                                                                      (4,536)


                                                         Net cash provided by
                                                          (used in) financing
                                                          activities                              331,074                    (22,896)





      Effect of exchange rate changes on cash,
       cash equivalents and restricted cash                                                     (142)                        127





      Net increase in cash, cash equivalents and
       restricted cash                                                                         49,401                       7,492


      Cash and cash equivalents, beginning of
       year                                                                                    44,643                      43,694



      Cash, cash equivalents and restricted
       cash, end of period                                                                    $94,044                     $51,186

                                                                                                                             ===


                                                                                                          
              RIBBON COMMUNICATIONS INC.


                                                                                                           
              Supplemental Information


                                                                                                                
              (in thousands)


                                                                                                                  
              (unaudited)






      The following tables provide the details of stock-based compensation and amortization of intangible assets 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,


                                                                                                                       2020                              2020                                                   2019                  2020                  2019




     
                Stock-based compensation



     Cost of revenue - product                                                                                      $39                               $27                                                    $22                   $66                   $36



     Cost of revenue - service                                                                                      159                               130                                                    151                   289                   243



                  
              Cost of revenue                                                     198                               157                                                    173                            355                   279






     Research and development expense                                                                               738                               558                                                    331                 1,296                   838



     Sales and marketing expense                                                                                  1,011                               752                                                    560                 1,763                 1,544



     General and administrative expense                                                                           1,275                             1,509                                                    466                 2,784                 3,008



                  
              Operating expense                                                 3,024                             2,819                                                  1,357                          5,843                 5,390





                             Total stock-based
                              compensation                                                    $3,222                            $2,976                                                 $1,530                         $6,198                $5,669








     
                Amortization of intangible assets



     Cost of revenue - product                                                                                  $10,950                            $8,954                                                $10,092               $19,904               $19,737



     Sales and marketing expense                                                                                  3,719                             5,380                                                  2,555                 9,099                 4,832





                             Total amortization of intangible
                              assets                                                         $14,669                           $14,334                                                $12,647                        $29,003               $24,569


                                                   
              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,


                                                                  2020                                       2020            2019





                   Revenue                                    $210,493                                   $157,982        $145,421


      Less revenue
       attributable to ECI                                    (63,586)                                  (29,951)              -



                   Ribbon standalone
                    revenue                                   $146,907                                   $128,031        $145,421

                                                                                                                            ===



                   GAAP Total gross
                    margin                                       53.4%                                     51.6%          55.5%


      Stock-based
       compensation                                               0.1%                                      0.1%           0.1%


      Amortization of
       intangible assets                                          5.2%                                      5.7%           6.9%


                   Non-GAAP Total
                    gross margin                                 58.7%                                     57.4%          62.5%





                   GAAP Total gross
                    profit                                    $112,317                                    $81,570         $80,673


      Less total gross
       profit attributable
       to ECI                                                 (21,611)                                  (10,651)              -



                   Ribbon standalone
                    gross profit                               $90,706                                    $70,919         $80,673

                                                                                                                            ===



                   Ribbon standalone
                    gross margin
                    (Ribbon standalone
                    gross profit/
                    Ribbon standalone
                    revenue)                                     61.7%                                     55.4%          55.5%


      Stock-based
       compensation                                               0.1%                                      0.1%           0.1%


      Amortization of
       intangible assets                                          5.4%                                      6.2%           6.9%


                   Non-GAAP Ribbon
                    standalone gross
                    margin                                       67.2%                                     61.7%          62.5%





                   GAAP Net (loss)
                    income                                    $(8,251)                                 $(33,170)        $49,470


      Stock-based
       compensation                                              3,222                                      2,976           1,530


      Amortization of
       intangible assets                                        14,669                                     14,334          12,647


      Litigation costs                                           (937)                                     3,038           1,315


      Acquisition- and
       integration-
       related expense                                             857                                     12,384           1,965


      Restructuring and
       related expense                                           5,361                                      2,075           9,144


      Gain on litigation
       settlement                                                    -                                                 (63,000)


      Tax effect of non-
       GAAP adjustments                                        (6,626)                                     (764)          2,625



                   Non-GAAP net income                          $8,295                                       $873         $15,696

                                                                                                                            ===



                   (Loss) earnings per share


                   GAAP (loss) per
                    share or diluted
                    earnings per share                         $(0.06)                                   $(0.27)          $0.45


      Stock-based
       compensation                                               0.02                                       0.02            0.01


      Amortization of
       intangible assets                                          0.10                                       0.13            0.12


      Litigation costs                                          (0.01)                                      0.02            0.01


      Acquisition- and
       integration-
       related expense                                            0.01                                       0.10            0.02


      Restructuring and
       related expense                                            0.04                                       0.02            0.08


      Gain on litigation
       settlement                                                    -                                                   (0.57)


      Tax effect of non-
       GAAP adjustments                                         (0.04)                                    (0.01)           0.02


                   Non-GAAP Diluted
                    earnings per share                           $0.06                                      $0.01           $0.14

                                                                                                                            ===



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


                     GAAP Shares used to
                      compute (loss) per
                      share or diluted
                      earnings per share                       144,483                                    120,992         110,698


                     Non-GAAP Shares
                      used to compute
                      diluted earnings
                      per share                                150,512                                    121,603         110,698





     
                Adjusted EBITDA


                   GAAP Net (loss)
                    income                                    $(8,251)                                 $(33,170)        $49,470


      Interest expense,
       net                                                       5,400                                      3,395           1,262


      Income tax provision                                       2,036                                        191           5,033


      Depreciation                                               4,786                                      3,474           2,970


      Amortization of
       intangible assets                                        14,669                                     14,334          12,647


      Stock-based
       compensation                                              3,222                                      2,976           1,530


      Litigation costs                                           (937)                                     3,038           1,315


      Acquisition- and
       integration-
       related expense                                             857                                     12,384           1,965


      Restructuring and
       related expense                                           5,361                                      2,075           9,144


      Other expense
       (income), net                                             2,407                                        844        (62,861)


                   Non-GAAP Adjusted
                    EBITDA                                     $29,550                                     $9,541         $22,475

                                                                                                                            ===

    Error occurred while generating ASCII Content for table


                        
              RIBBON COMMUNICATIONS INC.


     
              Reconciliation of Non-GAAP and GAAP Financial Measures - Outlook


                               
              (unaudited)




                                                        Three months ending


                                                        September 30, 2020


                                                    
               Range





     Revenue                                                         $210          $220

                                                                                   ===



     (Loss) earnings per share


                         GAAP outlook                               $(0.04)      $(0.02)


            Stock-based
             compensation                                              0.02          0.02


            Amortization
             of intangible
             assets                                                    0.11          0.11


           Acquisition-
             and
             integration-
             related
             expense                                                   0.01          0.01


            Restructuring
             and related
             expense                                                   0.02          0.02


            Tax effect of
             non-GAAP
             adjustments                                             (0.07)       (0.07)



                         Non-GAAP outlook                             $0.05         $0.07





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


                         GAAPShares
                          used to
                          compute loss
                          per share                                 145,000       145,000


                        Non-
                          GAAPShares
                          used to
                          compute
                          diluted
                          earnings per
                          share                                     150,000       150,000




     Adjusted EBITDA (in $ millions)


                         GAAP net loss
                          outlook                                    $(6.8)       $(2.8)


            Interest
             expense, net                                               5.6           5.6


            Income tax
             benefit                                                  (3.9)        (3.9)


            Depreciation                                                4.3           4.3


            Amortization
             of intangible
             assets                                                    16.3          16.3


            Stock-based
             compensation                                               3.6           3.6


           Acquisition-
             and
             integration-
             related
             expense                                                    1.2           1.2


            Restructuring
             and related
             expense                                                    3.1           3.1


            Other expense,
             net                                                        1.6           1.6



                         Non-GAAP outlook                             $25.0         $29.0

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SOURCE Ribbon Communications Inc.