9 unchanged sentences
Based on this assessment, management concluded that, as of December 31, 2020, our internal control over financial reporting was effective.
+Added: Our evaluation excluded ECI Telecom Group Ltd ("ECI"), which was acquired on March 3, 2020.
+Added: Our Consolidated Statement of Operations for the year ended December 31, 2020 included revenue of approximately $261 million and our Consolidated Balance Sheet as of December 31, 2020 included total assets of approximately $186 million attributable to ECI.
+Added: In accordance with guidance issued by the Securities and Exchange Commission, companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year subsequent to the acquisition while integrating the acquired operations.
Deloitte & Touche LLP, an independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has issued an attestation report on management's internal control over financial reporting, which is included in this Item 9A under the caption "Report of Independent Registered Public Accounting Firm."
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
4 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated February 28, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph relating to the adoption of Accounting Standards Codification (ASC) Topic 606, “Revenue from Contracts with Customers,” on January 1, 2018 and ASC Topic 842, “Leases,” on January 1, 2019.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 26, 2021, expressed an unqualified opinion on those financial statements.
+Added: As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at ECI Telecom Group Ltd.
+Added: (“ECI”), which was acquired on March 3, 2020, and whose financial statements constitute $186 million of total assets and $261 million of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2020.
+Added: Accordingly, our audit did not include the internal control over financial reporting at ECI.
Basis for Opinion
45 unchanged sentences
and ECI Holding (Hungary) Korlátolt Felelősségű Társaság (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed November 14, 2019 with the SEC).
+Added: 2.4 ** Amended and Restated Purchase Agreement, dated December 1, 2020, among Ribbon Communications Inc., Ribbon Communications Operating Company, Inc., Ribbon Communications International Limited and American Virtual Cloud Technologies, Inc.
+Added: (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed December 7, 2020 with the SEC).
3.1 Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K12B, filed October 30, 2017 with the SEC).
1 unchanged sentence
3.3 Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K, filed March 8, 2018 with the SEC).
−Removed: Description of Capital Stock.
−Removed: Principal Stockholders Agreement, dated October 27, 2017, by and among the Registrant, Heritage PE (OEP) II, L.P.
−Removed: and Heritage PE (OEP) III, L.P.
−Removed: (incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K12B, filed October 30, 2017 with the SEC).
−Removed: Registration Rights Agreement, dated as of October 27, 2017, by and among the Registrant, Heritage PE (OEP) II, L.P.
−Removed: and Heritage PE (OEP) III, L.P.
−Removed: (incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K12B, filed October 30, 2017 with the SEC).
+Added: 4.1 Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K, filed February 28, 2020).
+Added: 10.1 First Amended and Restated Stockholders Agreement, dated as of March 3, 2020, by and among the Registrant, JPMC Heritage Parent LLC, Heritage PE (OEP)Heritage Parent LLC, Heritage PE (OEP) III, L.P.
+Added: and ECI Holding (Hungary) Kft (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed March 3, 2020 with the SEC).
+Added: 10.2 First Amended and Restated Registration Rights Agreement, dated as of March 3, 2020, by and among the Registrant, JPMC Heritage Parent LLC, Heritage PE (OEP) III, L.P.
+Added: and ECI Holding (Hungary) Kft (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed March 3, 2020 with the SEC).
10.3 + Form of Indemnity Agreement for Officers and Directors (incorporated by reference to Exhibit 10.5 to the registrant's Annual Report on Form 10-K, filed March 8, 2018 with the SEC).
1 unchanged sentence
10.5 + Senior Management Cash Incentive Plan, dated October 27, 2017 (incorporated by reference to Exhibit 10.7 to the Registrant's Annual Report on Form 10-K, filed March 8, 2018 with the SEC).
−Removed: Lease, dated August 11, 2010, between Michelson Farm-Westford Technology Park IV Limited Partnership and the Registrant with respect to the property located at 4 Technology Park Drive, Westford, Massachusetts (incorporated by reference to Exhibit 10.1 to Sonus, Inc.'s Quarterly Report on Form 10-Q, filed November 2, 2010 with the SEC).
−Removed: First Amendment to Lease, dated October 27, 2010, between Michelson Farm-Westford Technology Park IV Limited Partnership and the Registrant with respect to the property located at 4 Technology Park Drive, Westford, Massachusetts (incorporated by reference to Exhibit 10.2 to Sonus, Inc.'s Quarterly Report on Form 10-Q, filed November 2, 2010 with the SEC).
−Removed: Second Amendment to Lease, dated as of June 16, 2017, by and between Michelson Farm-Westford Technology Park IV Limited Partnership and the Registrant with respect to the property located at 4 Technology Park Drive, Westford, Massachusetts (incorporated by reference to Exhibit 10.1 to Sonus, Inc.’s Current Report on Form 8-K, filed June 21, 2017 with the SEC).
−Removed: Third Amendment to Lease between Michelson Farm-Westford Technology Park IV Limited Partnership and Sonus Networks, Inc., dated March 12, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed April 30, 2018 with the SEC).
10.6 + 2008 Stock Incentive Plan of the Registrant (incorporated by reference to Exhibit 99.1 to the Registrant's Registration Statement on Form S-8, filed October 31, 2017 with the SEC).
3 unchanged sentences
10.10 + Employment Agreement between the Registrant and Kevin Riley, dated July 30, 2014 (incorporated by reference to Exhibit 10.1 to Sonus, Inc.'s Quarterly Report on Form 10-Q, filed April 29, 2016 with the SEC).
−Removed: Employment Agreement between the Registrant and Michael Swade, accepted September 29, 2014 (incorporated by reference to Exhibit 10.2 to Sonus, Inc.'s Quarterly Report on Form 10-Q, filed April 29, 2016 with the SEC).
−Removed: Letter Agreement between the Registrant and Michael Swade, accepted January 13, 2019 (incorporated by reference to Exhibit 10.23 to the Registrant's Annual Report on Form 10-K/A, filed March 5, 2019 with the SEC).
−Removed: Employment Agreement between the Registrant and Susan Villare, accepted on February 3, 2012 (incorporated by reference to Exhibit 10.1 to Sonus, Inc.'s Amendment No.
−Removed: 1 to Current Report on Form 8-K/A, filed July 8, 2016 with the SEC).
−Removed: Letter Agreement between the Registrant and Susan Villare, accepted on July 7, 2016 (incorporated by reference to Exhibit 10.2 to Sonus, Inc.'s Amendment No.
−Removed: 1 to Current Report on Form 8-K/A, filed July 8, 2016 with the SEC).
10.11 + Amended and Restated Stock Incentive Plan of the Registrant (incorporated by reference to Exhibit 99.3 to the Registrant's Registration Statement on Form S-8, filed with the SEC on October 31, 2017).
3 unchanged sentences
10.15 + Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) for Awards Granted under the Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q, filed August 1, 2018 with the SEC).
−Removed: Employment Agreement, entered into as of April 20, 2018 between the Registrant, Sonus Networks, Inc.
−Removed: and Franklin W.
−Removed: Hobbs (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K/A, filed April 26, 2018 with the SEC).
−Removed: Severance Agreement, entered into as of April 20, 2018, between the Registrant, Sonus Networks, Inc.
−Removed: and Franklin W.
−Removed: Hobbs (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K/A, filed April 26, 2018 with the SEC).
10.16 + Amended and Restated Employment Agreement between the Registrant and Daryl Raiford, effective as of December 24, 2010, as amended on December 13, 2016 (incorporated by reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K, filed March 8, 2018 with the SEC).
10.17 + Retention Bonus Agreement between the Registrant and Daryl Raiford, dated as of December 12, 2016 (incorporated by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K, filed March 8, 2018 with the SEC).
−Removed: Employment Agreement, dated August 12, 2013, between the Registrant and David Walsh (incorporated by reference to Exhibit 10.36 to the Registrant's Annual Report on Form 10-K/A, filed March 5, 2019 with the SEC).
−Removed: Amendment No.
−Removed: 1 to Employment Agreement, effective October 23, 2017, between the Registrant and David Walsh (incorporated by reference to Exhibit 10.37 to the Registrant's Annual Report on Form 10-K/A, filed March 5, 2019 with the SEC).
−Removed: Letter Agreement between the Registrant and David Walsh, accepted January 13, 2019 (incorporated by reference to Exhibit 10.38 to the Registrant's Annual Report on Form 10-K/A, filed March 5, 2019 with the SEC).
−Removed: Independent Consultancy Agreement, effective February 2, 2019, between the Registrant and David Walsh (incorporated by reference to Exhibit 10.39 to the Registrant's Annual Report on Form 10-K/A, filed March 5, 2019 with the SEC).
10.18 + Edgewater Networks, Inc.
3 unchanged sentences
10.20 Senior Secured Credit Facilities Amended and Restated Credit Agreement by and among the Registrant, as a guarantor, Ribbon Communications Operating Company, Inc., as the borrower, Silicon Valley Bank, as administrative agent, issuing lender, swingline lender and joint lead arranger, Citizens Bank, N.A., as lender and joint lead arranger, SunTrust Bank, as lender and documentation agent, and the other lenders party thereto, dated April 29, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed May 2, 2019 with the SEC).
+Added: 10.21 Senior Secured Credit Facilities Credit Agreement, dated March 3, 2020, among the Company, as guarantor, Ribbon Communications Operating Company, Inc., as the borrower, Citizens Bank, N.A., as administrative agent, a lender, issuing lender, swingline lender, joint lead arrangers and bookrunner, Santander Bank, National Association, as a lender, joint lead arranger and bookrunner, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed March 4, 2020 with the SEC).
+Added: 10.22 First Amendment to Credit Agreement, dated August 18, 2020, among Ribbon Communications Operating Company, Inc., as the borrower and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed August 24, 2020 with the SEC).
+Added: 10.23 * Second Amendment to Credit Agreement and Consent, dated December 1, 2020, among Ribbon Communications Operating Company, Inc., as the borrower and Citizens Bank, N.A., as administrative agent.
10.24 + Employment Agreement by and between the Registrant and Anthony Scarfo, dated January 18, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, filed May 2, 2019 with the SEC).
21 unchanged sentences
and Bruce McClelland (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed February 19, 2020 with the SEC).
+Added: 10.37 + Employment Agreement between the Registrant and Miguel Lopez, dated June 22, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed June 23, 2020 with the SEC).
+Added: 10.38 + Severance Agreement between the Registrant and Miguel Lopez, dated June 22, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed June 23, 2020 with the SEC).
+Added: 10.39 + Form of Consent to Temporary Wage Reduction entered into with Executive Officers (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q, filed August 6, 2020 with the SEC).
+Added: 10.40 + Ribbon Communications Inc.
+Added: Amended and Restated 2019 Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Registrant's Form S-8 Registration Statement, filed June 2, 2020 with the SEC).
+Added: 10.41 Amended and Restated Voting Agreement, dated December 1, 2020, by and among Ribbon Communications Operating Company, Inc., Ribbon Communications International Limited and Pensare Sponsor Group, LLC (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed December 7, 2020 with the SEC).
+Added: 10.42 Amended and Restated Voting Agreement, dated December 1, 2020, by and among Ribbon Communications Inc., Ribbon Communications Operating Company, Inc., Ribbon Communications International Limited and Stratos Management Systems Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed December 7, 2020 with the SEC).
+Added: 10.43 Investor Rights Agreement, dated December 1, 2020, by and among Ribbon Communications Inc., Pensare Sponsor Group, LLC and Stratos Management Systems Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8K, filed December 7 2020 with the SEC).
21.1 * Subsidiaries of the Registrant.
1 unchanged sentence
31.1 * Certification of Ribbon Communications Inc.
−Removed: Interim Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Ribbon Communications Inc.
−Removed: Interim Co-Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Ribbon Communications Inc.
−Removed: Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 * Certification of Ribbon Communications Inc.
−Removed: Interim Co-Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 # Certification of Ribbon Communications Inc.
−Removed: Interim Co-Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 # Certification of Ribbon Communications Inc.
Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: XBRL Instance Document
−Removed: XBRL Taxonomy Extension Schema
−Removed: XBRL Taxonomy Extension Calculation Linkbase
−Removed: XBRL Taxonomy Extension Definition Linkbase
−Removed: XBRL Taxonomy Extension Label Linkbase
−Removed: XBRL Taxonomy Extension Presentation Linkbase
+Added: 101.INS * Inline XBRL Instance Document
+Added: 101.SCH * Inline XBRL Taxonomy Extension Schema
+Added: 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase
+Added: 101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase
+Added: 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase
+Added: 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase
+Added: 104 * Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
_______________________________________
7 unchanged sentences
RIBBON COMMUNICATIONS INC.
−Removed: /s/ Steven Bruny
−Removed: February 28, 2020
−Removed: Interim Co-President and Chief Executive Officer
−Removed: /s/ Kevin Riley
−Removed: February 28, 2020
−Removed: Interim Co-President and Chief Executive Officer
+Added: /s/ Bruce McClelland
+Added: February 26, 2021 Bruce McClelland
+Added: President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
−Removed: /s/ Steven Bruny
−Removed: Interim Co-President and Chief Executive Officer (Interim Co-Principal Executive Officer)
−Removed: February 28, 2020
−Removed: /s/ Kevin Riley
−Removed: Interim Co-President and Chief Executive Officer (Interim Co-Principal Executive Officer)
−Removed: February 28, 2020
−Removed: Executive Vice President and Chief Financial Officer (Principal Financial Officer)
−Removed: February 28, 2020
−Removed: /s/ Eric Marmurek
−Removed: Senior Vice President, Finance (Principal Accounting Officer)
−Removed: February 28, 2020
+Added: Signature Title Date
+Added: /s/ Bruce McClelland President and Chief Executive Officer (Principal Executive Officer) February 26, 2021
+Added: Bruce McClelland
+Added: /s/ Miguel A.
+Added: Lopez Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 26, 2021
+Added: /s/ Eric Marmurek Senior Vice President, Finance (Principal Accounting Officer) February 26, 2021
Eric Marmurek
−Removed: /s/ Richard J.
−Removed: February 28, 2020
−Removed: February 28, 2020
−Removed: February 28, 2020
+Added: /s/ Shaul Shani Chairman February 26, 2021
+Added: /s/ Mariano S.
+Added: de Beer Director February 26, 2021
+Added: /s/ Stewart Ewing Director February 26, 2021
+Added: Stewart Ewing
+Added: Grayson Director February 26, 2021
/s/ Beatriz V.
−Removed: February 28, 2020
−Removed: February 28, 2020
−Removed: February 28, 2020
−Removed: February 28, 2020
+Added: Infante Director February 26, 2021
+Added: /s/ Krish Prabhu Director February 26, 2021
+Added: Smith Director February 26, 2021
+Added: /s/ Tanya Tamone Director February 26, 2021
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.