What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-26 compared with 2020-02-28 · 45 added, 17 removed, 71 unchanged (47% of the section changed)

1 unchanged sentence

Market Information

Effective November 29, 2017, our common stock was quoted on The Nasdaq Global Select Market under the symbol "RBBN." Our common stock began publicly trading on The Nasdaq Global Select Market on October 30, 2017 under the symbol "SONS," following the Merger.

At February 22, 2021, there were approximately 398 holders of record of our common stock.

2 unchanged sentences

The following table summarizes repurchases of our common stock during the fourth quarter of 2020:

Purchased (1)

Total Number of

Period Total Number

Purchased (1) Average

per Share Total Number of

Shares Purchased

Announced Plans

or Programs (2)

Approximate Dollar

or Programs (2) Approximate Dollar

Value of Shares that May

4 unchanged sentences

December 1, 2020 to December 31, 2020 23,367 $ 6.26 — $ 70,463,973

Total 98,756 $ 5.01 — $ 70,463,973

(1) Upon vesting of restricted stock awards, certain of our employees may return to us a portion of the newly vested shares to satisfy the tax withholding obligations that arise in connection with such vesting.

13 unchanged sentences

This graph is not deemed to be "filed" with the SEC or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and should not be deemed to be incorporated by reference into any of our prior or subsequent filings under the Securities Act of 1933, as amended, or the Exchange Act.

2017 December 31,

2018 December 31,

2019 December 31,

Ribbon Communications Inc.

$ 100.00 $ 92.13 $ 57.45 $ 36.95 $ 78.19

Nasdaq Composite $ 100.00 $ 102.83 $ 99.91 $ 136.58 $ 197.92

Russell 2000 $ 100.00 $ 102.47 $ 91.18 $ 114.45 $ 137.30

Nasdaq Telecommunications $ 100.00 $ 108.44 $ 99.78 $ 126.61 $ 153.38

Selected Financial Data

On October 27, 2017, (the "Merger Date"), Sonus and GENBAND completed the Merger.

In 2020, the Company reclassified amounts recorded for amortization of acquired intangible assets in prior period presentations from both Cost of revenue - product and Sales and marketing to a separate line now included in operating expenses in the consolidated statements of operations.

Management believes this presentation enhances the comparability of the Company's financial statements to industry peers.

These reclassifications did not impact operating loss, net loss or loss per share for any historical periods.

These reclassifications also did not impact the consolidated balance sheets or statements of cash flows.

On October 27, 2017, (the "GENBAND Merger Date"), Sonus Networks, Inc.

("Sonus") and GENBAND Holdings Company, GENBAND, Inc.

and GENBAND II, Inc.

(collectively, "GENBAND") completed a merger (the "GENBAND Merger").

The following table presents selected consolidated financial data of Sonus prior to the Merger Date and selected consolidated financial data of Ribbon, on and after the Merger Date.

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The following selected consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

Consolidated Statement of Operations Data

Year ended December 31,

Consolidated Statement of Operations Data Year ended December 31,

(In thousands, except per share amounts) 2020 (1) 2019 (2) 2018 (3) 2017 (4) 2016 (5)

Product $ 467,912 $ 262,030 $ 279,014 $ 181,119 $ 146,381

Service 375,883 301,081 298,891 148,823 106,210

Total revenue 843,795 563,111 577,905 329,942 252,591

Cost of revenue:

Product 204,772 95,774 103,209 51,892 41,329

Service 145,916 112,680 127,388 58,196 37,613

Total cost of revenue 350,688 208,454 230,597 110,088 78,942

Gross profit 493,107 354,657 347,308 219,854 173,649

Operating expenses:

2 unchanged sentences

General and administrative 63,286 53,870 66,036 47,642 35,948

Amortization of acquired intangible assets 60,910 49,225 49,723 22,583 7,500

Impairment of goodwill — 164,300 — — —

Acquisition- and integration-related expense

Restructuring and related expense

Acquisition-, disposal- and integration-related 17,164 12,953 16,951 14,763 1,152

Restructuring and related 16,235 16,399 17,015 9,436 2,740

Total operating expenses 491,438 544,117 412,716 275,083 187,258

Loss from operations

Income (loss) from operations 1,669 (189,460) (65,408) (55,229) (13,609)

Interest and other income (expense), net 91,648 66,567 (8,002) 1,537 2,193

Loss before income taxes

Income (loss) before income taxes 93,317 (122,893) (73,410) (53,692) (11,416)

Income tax (provision) benefit (4,726) (7,182) (3,400) 18,440 (2,516)

Loss from continuing operations

Income (loss) from continuing operations 88,591 (130,075) (76,810) (35,252) (13,932)

Net income (loss) $ 88,591 $ (130,075) $ (76,810) $ (35,252) $ (13,932)

Loss per share:

Continuing operations $ 0.64 $ (1.19) $ (0.74) $ (0.60) $ (0.28)

$ 0.64 $ (1.19) $ (0.74) $ (0.60) $ (0.28)

Continuing operations $ 0.61 $ (1.19) $ (0.74) $ (0.60) $ (0.28)

Shares used to compute loss per share:

$ 0.61 $ (1.19) $ (0.74) $ (0.60) $ (0.28)

Shares used to compute loss per share:

Basic 138,967 109,734 103,916 58,822 49,385

Diluted 144,650 109,734 103,916 58,822 49,385

(1) Includes $260.5 million of revenue and $52.9 million of net loss attributable to ECI Telecom Group Ltd for the period subsequent to its acquisition by the Company on March 3, 2020.

(2) Includes the results of operations of Anova Data, Inc.

1 unchanged sentence

The technology of Anova has been integrated into Ribbon's existing products and accordingly, the results of operations are neither recorded nor disclosed separately.

The reclassifications described above and reflected in these results of operations include reductions to Cost of revenue - product and Sales and marketing expense of $37.6 million and $11.6 million, respectively, and the amounts were reclassified to Amortization of acquired intangible assets.

(3) Includes $21.5 million of revenue and $4.3 million of net loss attributable to Edgewater for the period subsequent to its acquisition by the Company on August 3, 2018.

The reclassifications described above and reflected in these results of operations include reductions to Cost of revenue - product and Sales and marketing expense of $39.0 million and $10.7 million, respectively, and the amounts were reclassified to Amortization of acquired intangible assets.

(4) Includes $69.1 million of revenue and $12.5 million of net loss attributable to GENBAND for the period subsequent to the Merger on October 27, 2017.

The reclassifications described above and reflected in these results of operations include reductions to Cost of revenue - product and Sales and marketing expense of $18.4 million and $4.2 million, respectively, and the amounts were reclassified to as Amortization of acquired intangible assets.

(5) Includes $1.9 million of revenue and $4.7 million of net loss attributable to Taqua, LLC for the period subsequent to its acquisition by the Company on September 26, 2016.

(5) Includes the results of operations of the SDN Business of Treq Labs, Inc.

for the period subsequent to its acquisition by the Company on January 2, 2015.

The Company has not disclosed the revenue and earnings of the SDN Business for the periods since January 2, 2015, as these amounts are not significant to the Company's consolidated financial statements.

The reclassifications described above and reflected in these results of operations include reductions to Cost of revenue - product and Sales and marketing expense of $6.0 million and $1.5 million, respectively, and the amounts were reclassified to Amortization of acquired intangible assets.

Consolidated Balance Sheet Data

1 unchanged sentence

Cash and cash equivalents $ 128,428 $ 44,643 $ 43,694 $ 57,073 $ 31,923

Restricted cash $ 7,269 $ — $ — $ — $ —

Marketable securities $ — $ — $ 7,284 $ 17,224 $ 61,836

Investments $ 115,183 $ — $ — $ 9,031 $ 32,371

Working capital $ 120,016 $ 72,558 $ (11,219) $ 39,417 $ 100,845

Total assets $ 1,547,265 $ 814,908 $ 957,159 $ 910,883 $ 308,059

Current portion of long-term debt $ 15,531 $ 2,500 $ — $ — $ —

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity