EX-99.1 2 a18-38215_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

Ribbon Communications Inc. Releases

 

Third Quarter 2018 Financial Results

 

GAAP Revenue was $152 Million and Non-GAAP Revenue

was $159 Million for the Third Quarter 2018

 

Company Raises Full Year 2018 Guidance

 

WESTFORD, Mass. — Ribbon Communications Inc. (Nasdaq: RBBN), a global leader in secure and intelligent cloud communications, today announced its financial results for the third quarter 2018.

 

“I am very pleased with our accomplishments this past quarter, which validate the momentum we have built.  During the third quarter of 2018, we benefitted from solution sales across our global installed base, illustrating the depth and breadth of our product offerings as well as our extensive worldwide reach,” said Fritz Hobbs, President and Chief Executive Officer of Ribbon Communications.  “During the quarter, we also completed the acquisition of Edgewater Networks, which places us in a strategic position to benefit from growth in the enterprise Edge market.”

 

Third Quarter 2018 Financial Highlights(1),(2),(3)

 

·                  GAAP total revenue was $152 million (including $10 million of revenue attributable to the acquisition of Edgewater), compared with $137 million in the second quarter of 2018 and $75 million in the comparable period a year ago.

 

·                  Non-GAAP total revenue was $159 million (including $10 million of revenue attributable to the acquisition of Edgewater), compared with $145 million in the second quarter of 2018 and $75 million in the comparable period a year ago.

 

·                  GAAP net loss was $10 million, compared with a net loss of $20 million in the second quarter of 2018 and net income of $3 million in the comparable period a year ago.

 

·                  Non-GAAP net income was $23 million, compared with $14 million in the second quarter of 2018 and $13 million in the comparable period a year ago.

 

·                  GAAP loss per share was $0.10, compared with a loss per share of $0.20 in the second quarter of 2018 and GAAP diluted earnings per share of $0.07 in the comparable period a year ago.

 

·                  Non-GAAP diluted earnings per share was $0.21, compared with $0.14 in the second quarter of 2018 and $0.26 in the comparable period a year ago.

 

·                  Non-GAAP Adjusted EBITDA was $29 million, compared with $20 million in the second quarter of 2018 and $15 million in the comparable period a year ago.

 

·                  Cash and investments were $43 million at September 30, 2018, compared with $55 million at the end of the second quarter of 2018 and $83 million at fiscal year-end 2017.

 

“Third quarter non-GAAP Revenue grew to $159 million and Adjusted EBITDA of $29 million grew 45 percent compared with the second quarter 2018.  These results demonstrate solid execution of our ongoing strategic priorities as well as our integration efforts,” said Daryl E. Raiford, Chief Financial Officer of Ribbon Communications.  “We are adjusting our full year 2018 guidance to reflect better-than-expected third quarter results and the acquisition of Edgewater.  We now expect full year 2018 non-GAAP Revenue to be approximately $610 million and Adjusted EBITDA to be in excess of $80 million.  We continue to be focused on building a solid business, emphasizing profitability, and expect an end-of-year 2018 Adjusted EBITDA exit velocity in excess of $110 million.”

 


 

Third Quarter 2018 Customer and Company Highlights

 

·                  Continued delivery on a large fixed network transformation project for a North American Tier 1 service provider.  The Company is less than halfway through this estimated 10-year deployment.

 

·                  Expanded the capacities on deployed core SBCs and media gateways at two other North American Tier 1 service providers.

 

·                  Deployed Ribbon’s software-based SBC SWe product at a Canadian Tier 1 service provider.

 

·                  Deployed our Enterprise SBC portfolio in the call center applications of two large global banks headquartered in the U.S. that are aggressively migrating to IP-based communications and replacing their legacy SBC vendor.

 

·                  Continued expansion of the Company’s deployments in the Cable Multi-System Operator (MSO) segment with Ribbon’s advanced network-wide SBC portfolio at a large Tier 1 MSO.

 

·                  Expanded network capacity utilizing softswitches and media gateways at a mobile Tier 1 service provider in Asia.

 

·                  Signed a contract with a large North American Tier 1 service provider for Kandy’s White Label CPaaS solutions to enable embedded communications for its Enterprise customers.

 

·                  Recognized revenue from the sale of our Ribbon Protect end-to-end security, network operations and analytics platform from our first customer, Softbank, and also signed our second customer, a large U.S.-based university.

 


                                               

(1)  The Sonus-GENBAND merger occurred on October 27, 2017.  The consolidated financial results included in this press release represent the consolidated financial results of Sonus Networks, Inc. prior to October 27, 2017, and the consolidated financial results of Ribbon Communications on and after such date.  The financial results of GENBAND are included in Ribbon Communications’ consolidated financial results beginning October 27, 2017.

 

(2)  The acquisition of Edgewater Networks Inc. was completed on August 3, 2018.  The financial results of Edgewater Networks are included in Ribbon Communications’ consolidated financial results beginning August 3, 2018.

 

(3)  Please see the reconciliation of non-GAAP and GAAP financial measures and additional information about non-GAAP measures in the press release appendix.

 

Upcoming Fourth Quarter 2018 Investor Conference Schedule

 

·                  November 8, 2018 — The Stephens Fall Investment Conference, Lotte New York Palace Hotel, New York City

 

·                  December 4, 2018 — The Raymond James Technology Investors Conference, The Westin Grand Central Hotel, New York City

 

·                  December 11, 2018 — Cowen’s 5th Annual Networking & Cybersecurity Summit, Lotte New York Palace Hotel, New York City

 

Conference Call Details and Replay Information

 

Ribbon Communications will offer a live, listen-only webcast of the conference call to discuss its financial results for the third quarter ended September 30, 2018 on October 30, 2018, via the investor section of its website at http://investors.ribboncommunications.com/press-and-events/events-and-presentations, where a replay will also be available shortly following the conference call.

 

Date:  October 30, 2018
Time:  4:30 p.m. (ET)
Dial-in number:  800-913-1647  – International callers:  +1-212-231-2936

 

A telephone playback of the call will be available following the conference call until November 13, 2018 and can be accessed by calling 800-633-8284 or +1-402-977-9140 for international callers.  The reservation number for the replay is 21897045.

 

About Ribbon Communications

 

Ribbon Communications is a company with two decades of leadership in real-time communications. Built on world-class technology and intellectual property, the company delivers intelligent, secure, embedded real-time communications for today’s world.  The company transforms fixed, mobile and enterprise networks from legacy environments to secure IP and cloud-based architectures, enabling highly

 


 

productive communications for consumers and businesses.  With a global footprint, Ribbon’s innovative, market-leading portfolio empowers service providers and enterprises with rapid service creation in a fully virtualized environment.  The company’s Kandy real-time communications software platform delivers a comprehensive set of advanced embedded and unified (CPaaS and UCaaS) communications capabilities that enables this transformation. To learn more, visit ribboncommunications.com.

 

Important Information Regarding Forward-Looking Statements

 

The information in this release contains “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to a number of risks and uncertainties.  All statements other than statements of historical facts contained in this release, including without limitation statements made by our chief executive officer and our chief financial officer regarding our anticipated financial performance, the future results of operations, financial position, integration efforts and opportunities for the Company, business strategy, strategic position, 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”, 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 our ability to realize benefits from acquisitions that we have completed; the effects of disruption from the acquisitions we have completed, making it more difficult to maintain relationships with employees, customers or business partners; the timing of customer purchasing decisions and our recognition of revenues; economic conditions; our ability to recruit and retain key personnel; difficulties supporting our strategic focus on channel sales; difficulties retaining and expanding our customer base; difficulties leveraging market opportunities; the impact of restructuring and cost-containment activities; litigation; actions taken by significant stockholders; difficulties providing solutions that meet the needs of customers; market acceptance of our products and services; rapid technological and market change; our ability to protect our intellectual property rights; our ability to maintain partner, reseller, distribution and vendor support and supply relationships; higher risks in international operations and markets; the impact of increased competition; currency fluctuations; changes in the market price of our common stock; and/or failure or circumvention of our controls and procedures.  For further information regarding risks and uncertainties associated with Ribbon Communications’ business, please refer to the “Risk Factors” section of Ribbon Communications’ most recent annual and quarterly report filed with the SEC.  Any forward-looking statements represent Ribbon Communications’ views only as of the date on which such statement is made and should not be relied upon as representing Ribbon Communications’ views as of any subsequent date.  While Ribbon Communications may elect to update forward-looking statements at some point, Ribbon Communications specifically disclaims any obligation to do so.

 

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 both on a GAAP and non-GAAP basis, and the non-GAAP annual financial plan is approved by our board of directors.  Continuous budgeting and forecasting for revenue and expenses are conducted on a non-GAAP basis (in addition to GAAP) 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 acquisition-related revenue as a result of purchase accounting and the related cost of revenue, the impact of the new revenue standard, and excluding certain expenses and credits, including, but not limited to stock-based compensation, amortization of intangible assets, settlement expense, certain litigation costs, merger integration costs, acquisition-related facilities adjustments, acquisition- and

 


 

integration-related expense, restructuring, the gains on the sales of intangible assets and reductions to income tax expense resulting from the reversal of reserves on our deferred tax assets.  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 Ribbon’s financial measures reflect the exclusion of items that are recurring and will be reflected in our financial results for the foreseeable future.

 

Acquisition-Related Revenue and Cost of Revenue; Impact of New Revenue Standard

 

We provide the supplementary non-GAAP financial measures, non-GAAP Product revenue, non-GAAP Service revenue and non-GAAP Total revenue, which include revenue related to the acquisitions of GENBAND and Edgewater that we would have recognized but for the purchase accounting treatment of these transactions.  We also include eliminated revenue resulting from our adoption in 2018 of the new revenue recognition standard.  Because GAAP accounting requires the elimination of this revenue as well as the impact on future revenue of our adoption in 2018 of the new revenue standard, GAAP results alone do not fully capture all of our economic activities.  These non-GAAP adjustments are intended to reflect the full amounts of such revenue and the related cost of revenue.  We include these adjustments to allow for more complete comparisons to the financial results of our historical operations, forward-looking guidance and the financial results of peer companies.  We believe these adjustments are useful to management and investors as a measure of the ongoing performance of the business.  These adjustments do not accelerate revenue, but instead include revenue (and the related cost of revenue) that would have been recognized in our 2017 results, and included in our 2018 guidance and results, but for the purchase accounting and new revenue standard adjustments required by GAAP.

 

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 the 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 the 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.

 


 

Settlement Expense

 

In the first quarter of 2018, we recorded $1.7 million of expense related to settlements, comprised of $1.4 million for the settlement of litigation in connection with our acquisition of Taqua LLC and $0.3 million of patent litigation settlement expense.  In the third quarter of 2017, we recorded $1.6 million of expense related to potential fines in connection with the then-ongoing SEC investigation, which we paid to the SEC, along with an additional $0.3 million recorded in the fourth quarter of 2017, in the third quarter of 2018.  These amounts are included as components of general and administrative expense.  We believe that such settlement costs are not part of our core business or ongoing operations, are unplanned and generally not within our control.  Accordingly, we believe that excluding costs such as the SEC potential fines and patent litigation settlement expense facilitates the comparison of our financial results to our historical operating results and to other companies in our industry.

 

Litigation Costs

 

In connection with certain ongoing litigation between GENBAND and one of its competitors, we have incurred litigation costs beginning in the fourth quarter of 2017.  In March 2018, we filed litigation on behalf of Sonus against the same competitor asserting additional intellectual property infringement.  We expect to incur significant future litigation costs related to these matters.  These costs are included as a component of general and administrative expense.  We believe that such costs are not part of our core business or ongoing operations, are unplanned and generally not within our control.  Accordingly, we believe that excluding the litigation costs 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.

 

Merger Integration Costs

 

We consider certain merger integration costs to be unpredictable and dependent on a significant number of factors that may be outside of our control.  These amounts represent costs related to the Merger initially recorded as a component of General and administrative expense in the third quarter of 2017.  In the fourth quarter of 2017, we reclassified these merger integration costs, aggregating $0.2 million, to Acquisition- and integration-related expense.  We do not consider these merger integration costs to be related to the continuing operations of the combined business or the Company.  We believe that excluding merger integration costs facilitates the comparison of our financial results to our historical operating results and to other companies in our industry.

 

Acquisition-Related Facilities Adjustments

 

GAAP accounting requires that the deferred rent liability of an acquired company be written off as part of purchase accounting and that the combined company’s rent expense on a straight-line basis begin as of the acquisition date.  As a result, we recorded more rent expense than would have been recognized but for the purchase accounting treatment of GENBAND’s assumed deferred rent liability.  We include this adjustment, which relates to the acquisition of GENBAND, to allow for more complete comparisons to the financial results of our historical operations, forward-looking guidance and the financial results of peer companies.  We believe these adjustments provide an indication of the rent expense that would have been recognized, but for the purchase accounting in connection with the acquisition of GENBAND.

 

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 they are generally not relevant to assessing or estimating the long-term performance of the acquired assets.  In addition, the size, complexity and/or volume of an acquisition, which often drives 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, management is better able to evaluate our ability to utilize our existing assets and estimate the long-term value that 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, forward-looking guidance 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

 

We have recorded restructuring expense to streamline operations and reduce operating costs by closing and consolidating certain facilities and reducing our worldwide workforce.  We review our restructuring accruals regularly and record adjustments (both expense and credits) to these estimates as required.  We believe that excluding restructuring expense and credits 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 the Sale of Intangible Asset

 

In the second quarter of 2017, we sold an intangible asset that we had acquired in connection with a previous acquisition.  This amount is included as a component of other income, net.  We believe that such gains are not part of our core business or ongoing operations; we had not used the intangible asset in connection with revenue-producing activities and would not have used it as such in the future.  Accordingly, we believe that excluding from our results the other income arising from this sale facilitates the comparison of our financial results to our historical results and to other companies in our industry.

 

Tax Benefit Arising from Purchase Accounting

 

In the third quarter of 2018, we assessed our ability to use our tax benefits and determined that it was more likely than not that some of these benefits will be recognized.  As a result, we reduced our deferred tax asset valuation allowance, resulting in an income tax benefit of $0.8 million and reducing our income tax provision in both the three and nine months ended September 30, 2018.  We believe that such a benefit is not part of our core business or ongoing operations, as it was the result of an acquisition and was unrelated to our revenue-producing activities.  Accordingly, we believe that excluding the benefit arising from this adjustment to our income tax provision facilitates the comparison of our financial results to our historical results and to other companies in our industry.

 

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 income (expense), net; income tax benefit (provision); depreciation; and amortization of intangible assets.  In addition, we exclude from net income (loss):  adjustments to revenue and cost of revenue related to revenue reductions resulting from purchase accounting and adoption of the new revenue standard; stock-based compensation expense; settlement expense; certain litigation costs; merger integration costs; acquisition-related facilities adjustments; acquisition- and integration-related expense; restructuring; and other 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 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.

 

Investor Relations

 

Sara Leggat

+1 (978) 614-8841

sleggat@rbbn.com

 

US Press

 

Dennis Watson

+1 (214) 695-2214

 


 

dwatson@rbbn.com

 

International Press

 

Catherine Berthier

+1 (646) 741-1974

cberthier@rbbn.com

 

Analyst Relations

 

Michael Cooper

+1 (708) 383-3387

mcooper@rbbn.com

 


 

RIBBON COMMUNICATIONS INC.

Consolidated Statements of Operations

(in thousands, except percentages and per share amounts)

(unaudited)

 

 

 

Three months ended

 

 

 

September 30,

 

June 30,

 

September 30,

 

 

 

2018

 

2018

 

2017

 

Revenue:

 

 

 

 

 

 

 

Product

 

$

77,283

 

$

63,123

 

$

44,120

 

Service

 

75,185

 

74,238

 

30,509

 

Total revenue

 

152,468

 

137,361

 

74,629

 

 

 

 

 

 

 

 

 

Cost of revenue:

 

 

 

 

 

 

 

Product

 

38,891

 

30,278

 

9,708

 

Service

 

31,343

 

31,972

 

10,374

 

Total cost of revenue

 

70,234

 

62,250

 

20,082

 

 

 

 

 

 

 

 

 

Gross profit

 

82,234

 

75,111

 

54,547

 

 

 

 

 

 

 

 

 

Gross margin:

 

 

 

 

 

 

 

Product

 

49.7

%

52.0

%

78.0

%

Service

 

58.3

%

56.9

%

66.0

%

Total gross margin

 

53.9

%

54.7

%

73.1

%

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

34,403

 

35,604

 

20,798

 

Sales and marketing

 

31,488

 

30,738

 

17,454

 

General and administrative

 

15,942

 

15,028

 

10,833

 

Acquisition- and integration-related

 

5,570

 

4,280

 

1,543

 

Restructuring

 

2,397

 

6,097

 

 

Total operating expenses

 

89,800

 

91,747

 

50,628

 

 

 

 

 

 

 

 

 

(Loss) income from operations

 

(7,566

)

(16,636

)

3,919

 

Interest (expense) income, net

 

(1,420

)

(735

)

260

 

Other (expense) income, net

 

(1,254

)

(2,052

)

1

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

(10,240

)

(19,423

)

4,180

 

Income tax benefit (provision)

 

82

 

(499

)

(727

)

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(10,158

)

$

(19,922

)

$

3,453

 

 

 

 

 

 

 

 

 

(Loss) earnings per share:

 

 

 

 

 

 

 

Basic

 

$

(0.10

)

$

(0.20

)

$

0.07

 

Diluted

 

$

(0.10

)

$

(0.20

)

$

0.07

 

 

 

 

 

 

 

 

 

Shares used to compute (loss) earnings per share:

 

 

 

 

 

 

 

Basic

 

104,918

 

102,160

 

49,753

 

Diluted

 

104,918

 

102,160

 

50,131

 

 


 

RIBBON COMMUNICATIONS INC.

Consolidated Statements of Operations

(in thousands, except percentages and per share amounts)

(unaudited)

 

 

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2018

 

2017

 

Revenue:

 

 

 

 

 

Product

 

$

191,937

 

$

98,305

 

Service

 

219,072

 

85,425

 

Total revenue

 

411,009

 

183,730

 

 

 

 

 

 

 

Cost of revenue:

 

 

 

 

 

Product

 

102,183

 

28,748

 

Service

 

96,208

 

30,285

 

Total cost of revenue

 

198,391

 

59,033

 

 

 

 

 

 

 

Gross profit

 

212,618

 

124,697

 

 

 

 

 

 

 

Gross margin:

 

 

 

 

 

Product

 

46.8

%

70.8

%

Service

 

56.1

%

64.5

%

Total gross margin

 

51.7

%

67.9

%

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Research and development

 

109,056

 

61,071

 

Sales and marketing

 

94,152

 

47,850

 

General and administrative

 

46,571

 

27,993

 

Acquisition- and integration-related

 

14,262

 

6,278

 

Restructuring

 

15,162

 

1,071

 

Total operating expenses

 

279,203

 

144,263

 

 

 

 

 

 

 

Loss from operations

 

(66,585

)

(19,566

)

Interest (expense) income, net

 

(2,754

)

772

 

Other (expense) income, net

 

(3,058

)

577

 

 

 

 

 

 

 

Loss before income taxes

 

(72,397

)

(18,217

)

Income tax provision

 

(2,587

)

(1,321

)

 

 

 

 

 

 

Net loss

 

$

(74,984

)

$

(19,538

)

 

 

 

 

 

 

Loss per share:

 

 

 

 

 

Basic

 

$

(0.73

)

$

(0.39

)

Diluted

 

$

(0.73

)

$

(0.39

)

 

 

 

 

 

 

Shares used to compute loss per share:

 

 

 

 

 

Basic

 

103,009

 

49,472

 

Diluted

 

103,009

 

49,472

 

 


 

RIBBON COMMUNICATIONS INC.

Consolidated Balance Sheets

(in thousands)

(unaudited)

 

 

 

September 30,

 

December 31,

 

 

 

2018

 

2017

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

35,984

 

$

57,073

 

Marketable securities

 

7,284

 

17,224

 

Accounts receivable, net

 

150,677

 

165,156

 

Inventory

 

21,724

 

21,303

 

Other current assets

 

19,830

 

21,463

 

Total current assets

 

235,499

 

282,219

 

 

 

 

 

 

 

Property and equipment, net

 

25,960

 

24,780

 

Intangible assets, net

 

263,393

 

244,414

 

Goodwill

 

382,493

 

335,716

 

Investments

 

 

9,031

 

Deferred income taxes

 

8,212

 

8,434

 

Other assets

 

8,496

 

6,289

 

 

 

$

924,053

 

$

910,883

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Revolving credit facility

 

$

58,000

 

$

20,000

 

Accounts payable

 

43,215

 

45,851

 

Accrued expenses and other

 

74,610

 

76,380

 

Deferred revenue

 

82,489

 

100,571

 

Total current liabilities

 

258,314

 

242,802

 

 

 

 

 

 

 

Long-term debt, related party

 

23,500

 

22,500

 

Deferred revenue, net of current

 

15,985

 

14,184

 

Deferred income taxes

 

3,869

 

2,787

 

Other long-term liabilities

 

32,023

 

13,189

 

Total liabilities

 

333,691

 

295,462

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

11

 

10

 

Additional paid-in capital

 

1,722,116

 

1,684,768

 

Accumulated deficit

 

(1,134,957

)

(1,072,426

)

Accumulated other comprehensive income

 

3,192

 

3,069

 

Total stockholders’ equity

 

590,362

 

615,421

 

 

 

$

924,053

 

$

910,883

 

 


 

RIBBON COMMUNICATIONS INC.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2018

 

2017

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(74,984

)

$

(19,538

)

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

 

 

 

 

 

Depreciation and amortization of property and equipment

 

8,270

 

5,255

 

Amortization of intangible assets

 

37,721

 

6,845

 

Stock-based compensation

 

7,421

 

11,387

 

Deferred income taxes

 

(39

)

687

 

Foreign exchange losses

 

3,066

 

15

 

Other

 

 

(566

)

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

24,550

 

2,360

 

Inventory

 

2,783

 

1,806

 

Other operating assets

 

2,796

 

(560

)

Accounts payable

 

(7,679

)

384

 

Accrued expenses and other long-term liabilities

 

(20,033

)

(3,028

)

Deferred revenue

 

(7,413

)

4,000

 

Net cash (used in) provided by operating activities

 

(23,541

)

9,047

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(5,950

)

(3,265

)

Purchases of marketable securities

 

(46,389

)

(28,731

)

Sale/maturities of marketable securities

 

18,919

 

41,964

 

Proceeds from the sale of intangible assets

 

 

576

 

Net cash (used in) provided by investing activities

 

(33,420

)

10,544

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Borrowings under revolving line of credit

 

142,500

 

 

Principal payments on revolving line of credit

 

(104,500

)

 

Principal payments of capital lease obligations

 

(436

)

(30

)

Payment of debt issuance costs

 

(624

)

 

Proceeds from the sale of common stock in connection with employee purchase plan and exercise of stock options

 

43

 

1,401

 

Payment of tax withholding obligations related to net share settlements of restricted stock awards

 

(830

)

(1,904

)

Net cash provided by (used in) financing activities

 

36,153

 

(533

)

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(281

)

299

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(21,089

)

19,357

 

Cash and cash equivalents, beginning of year

 

57,073

 

31,923

 

Cash and cash equivalents, end of period

 

$

35,984

 

$

51,280

 

 


 

RIBBON COMMUNICATIONS INC.

Supplemental Information

(in thousands)

(unaudited)

 

The following tables provide the details of stock-based compensation, amortization of intangible assets, acquisition-related facilities adjustments, settlement expense, litigation costs and merger integration costs 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

 

 

 

September 30,

 

June 30,

 

September 30,

 

 

 

2018

 

2018

 

2017

 

Stock-based compensation

 

 

 

 

 

 

 

Cost of revenue - product

 

$

21

 

$

19

 

$

75

 

Cost of revenue - service

 

65

 

67

 

199

 

Cost of revenue

 

86

 

86

 

274

 

 

 

 

 

 

 

 

 

Research and development expense

 

313

 

151

 

1,095

 

Sales and marketing expense

 

585

 

485

 

871

 

General and administrative expense

 

1,532

 

1,359

 

1,647

 

Operating expense

 

2,430

 

1,995

 

3,613

 

 

 

 

 

 

 

 

 

Total stock-based compensation

 

$

2,516

 

$

2,081

 

$

3,887

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

 

 

 

 

 

 

Cost of revenue - product

 

$

10,593

 

$

9,270

 

$

1,601

 

 

 

 

 

 

 

 

 

Sales and marketing expense

 

2,855

 

2,694

 

692

 

Operating expense

 

2,855

 

2,694

 

692

 

 

 

 

 

 

 

 

 

Total amortization of intangible assets

 

$

13,448

 

$

11,964

 

$

2,293

 

 

 

 

 

 

 

 

 

Acquisition-related facilities adjustment

 

 

 

 

 

 

 

Cost of revenue - product

 

$

20

 

$

20

 

$

 

Cost of revenue - service

 

60

 

61

 

 

Cost of revenue

 

80

 

81

 

 

 

 

 

 

 

 

 

 

Research and development expense

 

98

 

98

 

 

Sales and marketing expense

 

45

 

45

 

 

General and administrative expense

 

28

 

28

 

 

Operating expense

 

171

 

171

 

 

 

 

 

 

 

 

 

 

Total acquisition-related facilities adjustment

 

$

251

 

$

252

 

$

 

 

 

 

 

 

 

 

 

Settlement expense

 

 

 

 

 

 

 

General and administrative expense

 

$

 

$

 

$

1,600

 

 

 

 

 

 

 

 

 

Litigation costs

 

 

 

 

 

 

 

General and administrative expense

 

$

3,147

 

$

1,901

 

$

 

 

 

 

 

 

 

 

 

Merger integration costs

 

 

 

 

 

 

 

General and administrative expense (A)

 

$

 

$

 

$

178

 

 


(A)  Amount recorded in Q3 2017 reclassified in Q4 2017 to “Acquisition- and integration-related expense.”

 


 

RIBBON COMMUNICATIONS INC.

Supplemental Information

(in thousands)

(unaudited)

 

The following tables provide the details of stock-based compensation, amortization of intangible assets, acquisition-related facilities adjustments, settlement expense, litigation costs, merger integration costs and the gain on the sale of an intangible asset 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. 

 

 

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2018

 

2017

 

Stock-based compensation

 

 

 

 

 

Cost of revenue - product

 

$

91

 

$

261

 

Cost of revenue - service

 

264

 

777

 

Cost of revenue

 

355

 

1,038

 

 

 

 

 

 

 

Research and development expense

 

1,364

 

3,650

 

Sales and marketing expense

 

1,944

 

1,690

 

General and administrative expense

 

3,758

 

5,009

 

Operating expense

 

7,066

 

10,349

 

 

 

 

 

 

 

Total stock-based compensation

 

$

7,421

 

$

11,387

 

 

 

 

 

 

 

Amortization of intangible assets

 

 

 

 

 

Cost of revenue - product

 

$

29,455

 

$

4,768

 

 

 

 

 

 

 

Sales and marketing expense

 

8,266

 

2,077

 

Operating expense

 

8,266

 

2,077

 

 

 

 

 

 

 

Total amortization of intangible assets

 

$

37,721

 

$

6,845

 

 

 

 

 

 

 

Acquisition-related facilities adjustment

 

 

 

 

 

Cost of revenue - product

 

$

57

 

$

 

Cost of revenue - service

 

172

 

 

Cost of revenue

 

229

 

 

 

 

 

 

 

 

Research and development expense

 

278

 

 

Sales and marketing expense

 

128

 

 

General and administrative expense

 

79

 

 

Operating expense

 

485

 

 

 

 

 

 

 

 

Total acquisition-related facilities adjustment

 

$

714

 

$

 

 

 

 

 

 

 

Settlement expense

 

 

 

 

 

General and administrative expense

 

$

1,730

 

$

1,600

 

 

 

 

 

 

 

Litigation costs

 

 

 

 

 

General and administrative expense

 

$

5,721

 

$

 

 

 

 

 

 

 

Merger integration costs

 

 

 

 

 

General and administrative expense (A)

 

$

 

$

178

 

 

 

 

 

 

 

Gain on the sale of intangible asset

 

 

 

 

 

Other (expense) income, net

 

$

 

$

576

 

 


(A)  Amount recorded in Q3 2017 reclassified in Q4 2017 to “Acquisition- and integration-related expense.”

 


 

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands, except percentages)

(unaudited)

 

 

 

Three months ended

 

 

 

September 30,

 

June 30,

 

September 30,

 

 

 

2018

 

2018

 

2017

 

 

 

 

 

 

 

 

 

GAAP Product revenue

 

$

77,283

 

$

63,123

 

$

44,120

 

Acquisition-related revenue adjustment

 

2,178

 

1,741

 

 

Adjustment for new revenue standard

 

1,778

 

2,437

 

 

Non-GAAP Product revenue

 

$

81,239

 

$

67,301

 

$

44,120

 

 

 

 

 

 

 

 

 

GAAP Service revenue

 

$

75,185

 

$

74,238

 

$

30,509

 

Acquisition-related revenue adjustment

 

1,885

 

2,547

 

 

Adjustment for new revenue standard

 

400

 

512

 

 

Non-GAAP Service revenue

 

$

77,470

 

$

77,297

 

$

30,509

 

 

 

 

 

 

 

 

 

GAAP Total revenue

 

$

152,468

 

$

137,361

 

$

74,629

 

Acquisition-related revenue adjustment

 

4,063

 

4,288

 

 

Adjustment for new revenue standard

 

2,178

 

2,949

 

 

Non-GAAP Total revenue

 

$

158,709

 

$

144,598

 

$

74,629

 

 

 

 

 

 

 

 

 

GAAP Gross margin - product

 

49.7

%

52.0

%

78.0

%

Acquisition-related revenue adjustment

 

1.0

%

0.9

%

0.0

%

Acquisition-related cost of revenue adjustment

 

0.0

%

0.0

%

0.0

%

Adjustment for new revenue standard

 

0.8

%

1.2

%

0.0

%

Adjustment to cost of revenue for new revenue standard

 

0.0

%

0.0

%

0.0

%

Stock-based compensation

 

*

 

*

 

0.2

%

Amortization of intangible assets

 

13.7

%

14.7

%

3.6

%

Acquisition-related facilities adjustment

 

*

 

*

 

0.0

%

Non-GAAP Gross margin - product

 

65.2

%

68.8

%

81.8

%

 

 

 

 

 

 

 

 

GAAP Gross margin - service

 

58.3

%

56.9

%

66.0

%

Acquisition-related revenue adjustment

 

1.0

%

1.4

%

0.0

%

Acquisition-related cost of revenue adjustment

 

0.0

%

0.0

%

0.0

%

Adjustment for new revenue standard

 

0.2

%

0.3

%

0.0

%

Adjustment to cost of revenue for new revenue standard

 

0.0

%

0.0

%

0.0

%

Stock-based compensation

 

0.1

%

0.1

%

0.6

%

Acquisition-related facilities adjustment

 

0.1

%

0.1

%

0.0

%

Non-GAAP Gross margin - service

 

59.7

%

58.8

%

66.6

%

 

 

 

 

 

 

 

 

GAAP Total gross margin

 

53.9

%

54.7

%

73.1

%

Acquisition-related revenue adjustment

 

1.0

%

1.1

%

0.0

%

Acquisition-related cost of revenue adjustment

 

0.0

%

0.0

%

0.0

%

Adjustment for new revenue standard

 

0.5

%

0.8

%

0.0

%

Adjustment to cost of revenue for new revenue standard

 

0.0

%

0.0

%

0.0

%

Stock-based compensation

 

0.1

%

0.1

%

0.4

%

Amortization of intangible assets

 

6.9

%

6.7

%

2.1

%

Acquisition-related facilities adjustment

 

0.1

%

0.1

%

0.0

%

Non-GAAP Total gross margin

 

62.5

%

63.5

%

75.6

%

 

 

 

 

 

 

 

 

GAAP Total gross profit

 

$

82,234

 

$

75,111

 

$

54,547

 

Acquisition-related revenue adjustment

 

4,063

 

4,288

 

 

Acquisition-related cost of revenue adjustment

 

 

 

 

Adjustment for new revenue standard

 

2,178

 

2,949

 

 

Adjustment to cost of revenue for new revenue standard

 

 

 

 

Stock-based compensation

 

86

 

86

 

274

 

Amortization of intangible assets

 

10,593

 

9,270

 

1,601

 

Acquisition-related facilities adjustment

 

80

 

81

 

 

Non-GAAP Total gross profit

 

$

99,234

 

$

91,785

 

$

56,422

 

 

 

 

 

 

 

 

 

GAAP Research and development expense

 

$

34,403

 

$

35,604

 

$

20,798

 

Stock-based compensation

 

(313

)

(151

)

(1,095

)

Acquisition-related facilities adjustment

 

(98

)

(98

)

 

Non-GAAP Research and development expense

 

$

33,992

 

$

35,355

 

$

19,703

 

 

 

 

 

 

 

 

 

GAAP Sales and marketing expense

 

$

31,488

 

$

30,738

 

$

17,454

 

Stock-based compensation

 

(585

)

(485

)

(871

)

Amortization of intangible assets

 

(2,855

)

(2,694

)

(692

)

Acquisition-related facilities adjustment

 

(45

)

(45

)

 

Non-GAAP Sales and marketing expense

 

$

28,003

 

$

27,514

 

$

15,891

 

 


*  Less than 0.1% impact on gross margin.

 


 

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands, except percentages)

(unaudited)

 

 

 

Three months ended

 

 

 

September 30,

 

June 30,

 

September 30,

 

 

 

2018

 

2018

 

2017

 

 

 

 

 

 

 

 

 

GAAP General and administrative expense

 

$

15,942

 

$

15,028

 

$

10,833

 

Stock-based compensation

 

(1,532

)

(1,359

)

(1,647

)

Settlement expense

 

 

 

(1,600

)

Litigation costs

 

(3,147

)

(1,901

)

 

Merger integration costs (A)

 

 

 

(178

)

Acquisition-related facilities adjustment

 

(28

)

(28

)

 

Non-GAAP General and administrative expense

 

$

11,235

 

$

11,740

 

$

7,408

 

 

 

 

 

 

 

 

 

GAAP Operating expenses

 

$

89,800

 

$

91,747

 

$

50,628

 

Stock-based compensation

 

(2,430

)

(1,995

)

(3,613

)

Amortization of intangible assets

 

(2,855

)

(2,694

)

(692

)

Settlement expense

 

 

 

(1,600

)

Litigation costs

 

(3,147

)

(1,901

)

 

Merger integration costs (A)

 

 

 

(178

)

Acquisition-related facilities adjustment

 

(171

)

(171

)

 

Acquisition- and integration-related expense

 

(5,570

)

(4,280

)

(1,543

)

Restructuring

 

(2,397

)

(6,097

)

 

Non-GAAP Operating expenses

 

$

73,230

 

$

74,609

 

$

43,002

 

 

 

 

 

 

 

 

 

GAAP Income (loss) from operations

 

$

(7,566

)

$

(16,636

)

$

3,919

 

Acquisition-related revenue adjustment

 

4,063

 

4,288

 

 

Acquisition-related cost of revenue adjustment

 

 

 

 

Adjustment for new revenue standard

 

2,178

 

2,949

 

 

Adjustment to cost of revenue for new revenue standard

 

 

 

 

Stock-based compensation

 

2,516

 

2,081

 

3,887

 

Amortization of intangible assets

 

13,448

 

11,964

 

2,293

 

Settlement expense

 

 

 

1,600

 

Litigation costs

 

3,147

 

1,901

 

 

Merger integration costs (A)

 

 

 

178

 

Acquisition-related facilities adjustment

 

251

 

252

 

 

Acquisition- and integration-related expense

 

5,570

 

4,280

 

1,543

 

Restructuring

 

2,397

 

6,097

 

 

Non-GAAP income from operations

 

$

26,004

 

$

17,176

 

$

13,420

 

 

 

 

 

 

 

 

 

GAAP Income (loss) from operations as a percentage of revenue

 

-5.0

%

-12.1

%

5.3

%

Acquisition-related revenue adjustment

 

2.7

%

3.6

%

0.0

%

Acquisition-related cost of revenue adjustment

 

0.0

%

0.0

%

0.0

%

Adjustment for new revenue standard

 

1.4

%

2.0

%

0.0

%

Adjustment to cost of revenue for new revenue standard

 

0.0

%

0.0

%

0.0

%

Stock-based compensation

 

1.6

%

1.4

%

5.2

%

Amortization of intangible assets

 

8.5

%

8.3

%

3.1

%

Settlement expense

 

0.0

%

0.0

%

2.1

%

Litigation costs

 

2.0

%

1.3

%

0.0

%

Merger integration costs (A)

 

0.0

%

0.0

%

0.2

%

Acquisition-related facilities adjustment

 

0.2

%

0.2

%

0.0

%

Acquisition- and integration-related expense

 

3.5

%

3.0

%

2.1

%

Restructuring

 

1.5

%

4.2

%

0.0

%

Non-GAAP Income from operations as a percentage of revenue

 

16.4

%

11.9

%

18.0

%

 


(A)  Amount recorded in Q3 2017 reclassified in Q4 2017 to “Acquisition- and integration-related expense.”

 


 

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands, except per share amounts)

(unaudited)

 

 

 

Three months ended

 

 

 

September 30,

 

June 30,

 

September 30,

 

 

 

2018

 

2018

 

2017

 

 

 

 

 

 

 

 

 

GAAP Net income (loss)

 

$

(10,158

)

$

(19,922

)

$

3,453

 

Acquisition-related revenue adjustment

 

4,063

 

4,288

 

 

Acquisition-related cost of revenue adjustment

 

 

 

 

Adjustment for new revenue standard

 

2,178

 

2,949

 

 

Adjustment to cost of revenue for new revenue standard

 

 

 

 

Stock-based compensation

 

2,516

 

2,081

 

3,887

 

Amortization of intangible assets

 

13,448

 

11,964

 

2,293

 

Settlement expense

 

 

 

1,600

 

Litigation costs

 

3,147

 

1,901

 

 

Merger integration costs (A)

 

 

 

178

 

Acquisition-related facilities adjustment

 

251

 

252

 

 

Acquisition- and integration-related expense

 

5,570

 

4,280

 

1,543

 

Restructuring

 

2,397

 

6,097

 

 

Tax benefit arising from purchase accounting

 

(841

)

 

 

Non-GAAP Net income

 

$

22,571

 

$

13,890

 

$

12,954

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

GAAP Diluted earnings per share or (loss) per share

 

$

(0.10

)

$

(0.20

)

$

0.07

 

Acquisition-related revenue adjustment

 

0.04

 

0.04

 

 

Acquisition-related cost of revenue adjustment

 

 

 

 

Adjustment for new revenue standard

 

0.02

 

0.03

 

 

Adjustment to cost of revenue for new revenue standard

 

 

 

 

Stock-based compensation

 

0.02

 

0.02

 

0.08

 

Amortization of intangible assets

 

0.14

 

0.13

 

0.05

 

Settlement expense

 

 

 

0.03

 

Litigation costs

 

0.03

 

0.02

 

 

Merger integration costs (A)

 

 

 

*

 

Acquisition-related facilities adjustment

 

*

 

*

 

 

Acquisition- and integration-related expense

 

0.05

 

0.04

 

0.03

 

Restructuring

 

0.02

 

0.06

 

 

Tax benefit arising from purchase accounting

 

(0.01

)

 

 

Non-GAAP Diluted earnings per share

 

$

0.21

 

$

0.14

 

$

0.26

 

 

 

 

 

 

 

 

 

Shares used to compute diluted earnings per share or (loss) per share

 

 

 

 

 

 

 

GAAP Shares used to compute diluted earnings per share or (loss) per share

 

104,918

 

102,160

 

50,131

 

Non-GAAP Shares used to compute diluted earnings per share

 

105,726

 

102,334

 

50,131

 

 

 

 

 

 

 

 

 

Adjusted EBITDA:

 

 

 

 

 

 

 

GAAP Net income (loss)

 

$

(10,158

)

$

(19,922

)

$

3,453

 

Interest (income) expense, net

 

1,420

 

735

 

(260

)

Income tax (benefit) provision

 

(82

)

499

 

727

 

Depreciation

 

2,952

 

2,811

 

1,660

 

Amortization of intangible assets

 

13,448

 

11,964

 

2,293

 

Acquisition-related revenue adjustment

 

4,063

 

4,288

 

 

Acquisition-related cost of revenue adjustment

 

 

 

 

Adjustment for new revenue standard

 

2,178

 

2,949

 

 

Adjustment to cost of revenue for new revenue standard

 

 

 

 

Stock-based compensation

 

2,516

 

2,081

 

3,887

 

Settlement expense

 

 

 

1,600

 

Litigation costs

 

3,147

 

1,901

 

 

Merger integration costs (A)

 

 

 

178

 

Acquisition-related facilities adjustment

 

251

 

252

 

 

Acquisition- and integration-related expense

 

5,570

 

4,280

 

1,543

 

Restructuring

 

2,397

 

6,097

 

 

Other expense (income), net

 

1,254

 

2,052

 

(1

)

Non-GAAP Adjusted EBITDA

 

$

28,956

 

$

19,987

 

$

15,080

 

 


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

 

(A)  Amount recorded in Q3 2017 reclassified in Q4 2017 to “Acquisition- and integration-related expense.”

 


 

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands, except percentages)

(unaudited)

 

 

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2018

 

2017

 

 

 

 

 

 

 

GAAP Product revenue

 

$

191,937

 

$

98,305

 

Acquisition-related revenue adjustment

 

9,418

 

 

Adjustment for new revenue standard

 

6,755

 

 

Non-GAAP Product revenue

 

$

208,110

 

$

98,305

 

 

 

 

 

 

 

GAAP Service revenue

 

$

219,072

 

$

85,425

 

Acquisition-related revenue adjustment

 

10,051

 

 

Adjustment for new revenue standard

 

1,387

 

 

Non-GAAP Service revenue

 

$

230,510

 

$

85,425

 

 

 

 

 

 

 

GAAP Total revenue

 

$

411,009

 

$

183,730

 

Acquisition-related revenue adjustment

 

19,469

 

 

Adjustment for new revenue standard

 

8,142

 

 

Non-GAAP Total revenue

 

$

438,620

 

$

183,730

 

 

 

 

 

 

 

GAAP Gross margin - product

 

46.8

%

70.8

%

Acquisition-related revenue adjustment

 

1.9

%

0.0

%

Acquisition-related cost of revenue adjustment

 

0.0

%

0.0

%

Adjustment for new revenue standard

 

1.1

%

0.0

%

Adjustment to cost of revenue for new revenue standard

 

*

 

0.0

%

Stock-based compensation

 

*

 

0.3

%

Amortization of intangible assets

 

15.3

%

4.8

%

Acquisition-related facilities adjustment

 

*

 

0.0

%

Non-GAAP Gross margin - product

 

65.1

%

75.9

%

 

 

 

 

 

 

GAAP Gross margin - service

 

56.1

%

64.5

%

Acquisition-related revenue adjustment

 

1.9

%

0.0

%

Acquisition-related cost of revenue adjustment

 

-0.9

%

0.0

%

Adjustment for new revenue standard

 

0.3

%

0.0

%

Adjustment to cost of revenue for new revenue standard

 

*

 

0.0

%

Stock-based compensation

 

0.1

%

1.0

%

Acquisition-related facilities adjustment

 

0.1

%

0.0

%

Non-GAAP Gross margin - service

 

57.6

%

65.5

%

 

 

 

 

 

 

GAAP Total gross margin

 

51.7

%

67.9

%

Acquisition-related revenue adjustment

 

1.8

%

0.0

%

Acquisition-related cost of revenue adjustment

 

-0.5

%

0.0

%

Adjustment for new revenue standard

 

0.7

%

0.0

%

Adjustment to cost of revenue for new revenue standard

 

*

 

0.0

%

Stock-based compensation

 

0.1

%

0.6

%

Amortization of intangible assets

 

7.2

%

2.5

%

Acquisition-related facilities adjustment

 

0.1

%

0.0

%

Non-GAAP Total gross margin

 

61.1

%

71.0

%

 

 

 

 

 

 

GAAP Total gross profit

 

$

212,618

 

$

124,697

 

Acquisition-related revenue adjustment

 

19,469

 

 

Acquisition-related cost of revenue adjustment

 

(1,977

)

 

Adjustment for new revenue standard

 

8,142

 

 

Adjustment to cost of revenue for new revenue standard

 

(110

)

 

Stock-based compensation

 

355

 

1,038

 

Amortization of intangible assets

 

29,455

 

4,768

 

Acquisition-related facilities adjustment

 

229

 

 

Non-GAAP Total gross profit

 

$

268,181

 

$

130,503

 

 

 

 

 

 

 

GAAP Research and development expense

 

$

109,056

 

$

61,071

 

Stock-based compensation

 

(1,364

)

(3,650

)

Acquisition-related facilities adjustment

 

(278

)

 

Non-GAAP Research and development expense

 

$

107,414

 

$

57,421

 

 

 

 

 

 

 

GAAP Sales and marketing expense

 

$

94,152

 

$

47,850

 

Stock-based compensation

 

(1,944

)

(1,690

)

Amortization of intangible assets

 

(8,266

)

(2,077

)

Acquisition-related facilities adjustment

 

(128

)

 

Non-GAAP Sales and marketing expense

 

$

83,814

 

$

44,083

 

 


*  Less than 0.1% impact on gross margin.

 


 

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands, except percentages)

(unaudited)

 

 

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2018

 

2017

 

 

 

 

 

 

 

GAAP General and administrative expense

 

$

46,571

 

$

27,993

 

Stock-based compensation

 

(3,758

)

(5,009

)

Settlement expense

 

(1,730

)

(1,600

)

Litigation costs

 

(5,721

)

 

Merger integration costs (A)

 

 

(178

)

Acquisition-related facilities adjustment

 

(79

)

 

Non-GAAP General and administrative expense

 

$

35,283

 

$

21,206

 

 

 

 

 

 

 

GAAP Operating expenses

 

$

279,203

 

$

144,263

 

Stock-based compensation

 

(7,066

)

(10,349

)

Amortization of intangible assets

 

(8,266

)

(2,077

)

Settlement expense

 

(1,730

)

(1,600

)

Litigation costs

 

(5,721

)

 

Merger integration costs (A)

 

 

(178

)

Acquisition-related facilities adjustment

 

(485

)

 

Acquisition- and integration-related expense

 

(14,262

)

(6,278

)

Restructuring

 

(15,162

)

(1,071

)

Non-GAAP Operating expenses

 

$

226,511

 

$

122,710

 

 

 

 

 

 

 

GAAP Loss from operations

 

$

(66,585

)

$

(19,566

)

Acquisition-related revenue adjustment

 

19,469

 

 

Acquisition-related cost of revenue adjustment

 

(1,977

)

 

Adjustment for new revenue standard

 

8,142

 

 

Adjustment to cost of revenue for new revenue standard

 

(110

)

 

Stock-based compensation

 

7,421

 

11,387

 

Amortization of intangible assets

 

37,721

 

6,845

 

Settlement expense

 

1,730

 

1,600

 

Litigation costs

 

5,721

 

 

Merger integration costs (A)

 

 

178

 

Acquisition-related facilities adjustment

 

714

 

 

Acquisition- and integration-related expense

 

14,262

 

6,278

 

Restructuring

 

15,162

 

1,071

 

Non-GAAP Income from operations

 

$

41,670

 

$

7,793

 

 

 

 

 

 

 

GAAP Loss from operations as a percentage of revenue

 

-16.2

%

-10.6

%

Acquisition-related revenue adjustment

 

5.3

%

0.0

%

Acquisition-related cost of revenue adjustment

 

-0.5

%

0.0

%

Adjustment for new revenue standard

 

1.9

%

0.0

%

Adjustment to cost of revenue for new revenue standard

 

*

 

0.0

%

Stock-based compensation

 

1.7

%

6.1

%

Amortization of intangible assets

 

8.6

%

3.7

%

Settlement expense

 

0.4

%

0.9

%

Litigation costs

 

1.3

%

0.0

%

Merger integration costs (A)

 

0.0

%

0.1

%

Acquisition-related facilities adjustment

 

0.2

%

0.0

%

Acquisition- and integration-related expense

 

3.3

%

3.4

%

Restructuring

 

3.5

%

0.6

%

Non-GAAP Income from operations as a percentage of revenue

 

9.5

%

4.2

%

 


*  Less than 0.1% impact on income (loss) from operations as a percentage of revenue

 

(A)  Amount recorded in Q3 2017 reclassified in Q4 2017 to “Acquisition- and integration-related expense.”

 


 

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands, except per share amounts)

(unaudited)

 

 

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2018

 

2017

 

 

 

 

 

 

 

GAAP Net loss

 

$

(74,984

)

$

(19,538

)

Acquisition-related revenue adjustment

 

19,469

 

 

Acquisition-related cost of revenue adjustment

 

(1,977

)

 

Adjustment for new revenue standard

 

8,142

 

 

Adjustment to cost of revenue for new revenue standard

 

(110

)

 

Stock-based compensation

 

7,421

 

11,387

 

Amortization of intangible assets

 

37,721

 

6,845

 

Settlement expense

 

1,730

 

1,600

 

Litigation costs

 

5,721

 

 

Merger integration costs (A)

 

 

178

 

Acquisition-related facilities adjustment

 

714

 

 

Acquisition- and integration-related expense

 

14,262

 

6,278

 

Restructuring

 

15,162

 

1,071

 

Gain on the sale of intangible asset

 

 

(576

)

Tax benefit arising from purchase accounting

 

(841

)

 

Non-GAAP net income

 

$

32,430

 

$

7,245

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

GAAP Loss per share

 

$

(0.73

)

$

(0.39

)

Acquisition-related revenue adjustment

 

0.18

 

 

Acquisition-related cost of revenue adjustment

 

(0.02

)

 

Adjustment for new revenue standard

 

0.08

 

 

Adjustment to cost of revenue for new revenue standard

 

*

 

 

Stock-based compensation

 

0.07

 

0.22

 

Amortization of intangible assets

 

0.36

 

0.14

 

Settlement expense

 

0.02

 

0.03

 

Litigation costs

 

0.06

 

 

Merger integration costs (A)

 

 

*

 

Acquisition-related facilities adjustment

 

0.01

 

 

Acquisition- and integration-related expense

 

0.14

 

0.13

 

Restructuring

 

0.15

 

0.02

 

Gain on the sale of intangible asset

 

 

(0.01

)

Tax benefit arising from purchase accounting

 

(0.01

)

 

Non-GAAP Diluted earnings per share

 

$

0.31

 

$

0.14

 

 

 

 

 

 

 

Shares used to compute diluted earnings per share or (loss) per share

 

 

 

 

 

GAAP Shares used to compute loss per share

 

103,009

 

49,472

 

Non-GAAP Shares used to compute diluted earnings per share

 

103,401

 

49,974

 

 

 

 

 

 

 

Adjusted EBITDA:

 

 

 

 

 

GAAP Net loss

 

$

(74,984

)

(19,538

)

Interest (income) expense, net

 

2,754

 

(772

)

Income tax provision

 

2,587

 

1,321

 

Depreciation

 

8,270

 

5,255

 

Amortization of intangible assets

 

37,721

 

6,845

 

Acquisition-related revenue adjustment

 

19,469

 

 

Acquisition-related cost of revenue adjustment

 

(1,977

)

 

Adjustment for new revenue standard

 

8,142

 

 

Adjustment to cost of revenue for new revenue standard

 

(110

)

 

Stock-based compensation

 

7,421

 

11,387

 

Settlement expense

 

1,730

 

1,600

 

Litigation costs

 

5,721

 

 

Merger integration costs (A)

 

 

178

 

Acquisition-related facilities adjustment

 

714

 

 

Acquisition- and integration-related expense

 

14,262

 

6,278

 

Restructuring

 

15,162

 

1,071

 

Other expense (income), net

 

3,058

 

(577

)

Non-GAAP Adjusted EBITDA

 

$

49,940

 

$

13,048

 

 


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

 

(A)  Amount recorded in Q3 2017 reclassified in Q4 2017 to “Acquisition- and integration-related expense.”

 


 

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures - Outlook

(in millions)

(unaudited)

 

 

 

Year

 

 

 

ending

 

 

 

December 31,

 

 

 

2018

 

 

 

 

 

Non-GAAP Revenue

 

$

610

 

Less acquisition-related adjustments and impact of new revenue standard

 

(34

)

GAAP Revenue

 

$

576

 

 

Adjusted EBITDA:  Ribbon has not provided a reconciliation of Adjusted EBITDA for the year ending December 31, 2018, as it is unable to project without unreasonable efforts the comparable GAAP net loss figure, which includes interest expense, net; income tax benefit (provision); depreciation; amortization of intangible assets; acquisition-related revenue and related cost of revenue adjustments; adjustments for the impact of the new revenue standard; stock-based compensation; settlement expense; litigation costs; acquisition-related facilities adjustments; acquisition- and integration-related expense; restructuring; and other income (expense), net.