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Item 5. Market for Registrant’s Common Equity

2022-03-11 compared with 2021-02-26 · 2 added, 81 removed, 35 unchanged (70% of the section changed)

2 unchanged sentences

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 of Sonus Networks, Inc.

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

At March 8, 2022, there were approximately 382 holders of record of our common stock.

Recent Sales of Unregistered Securities

16 unchanged sentences

During the fourth quarter of 2021, 83,404 shares of restricted stock were returned to us by employees to satisfy tax withholding obligations arising in connection with vesting of restricted stock, which shares are included in this column.

(2) On May 2, 2019, we announced a stock repurchase program, under which our Board of Directors has authorized the repurchase of up to $75 million of our common stock from time to time on the open market or in privately negotiated transactions prior to April 18, 2021 (the "Repurchase Program").

We did not repurchase any shares of our common stock under the Repurchase Program during the fourth quarter of 2020.

At December 31, 2020, we had $70.5 million remaining under the Repurchase Program for future repurchases.

The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions and other factors.

We may elect to implement a 10b5-1 repurchase program, which would permit shares to be repurchased when we might otherwise be precluded from doing so under insider trading laws.

The Repurchase Program may be suspended or discontinued at any time.

The Repurchase Program is being funded using our working capital.

(3) Represents amounts available for repurchases under the Repurchase Program.

Performance Graph

7 unchanged sentences

2019 December 31,

2020 December 31,

Ribbon Communications Inc.

3 unchanged sentences

Nasdaq Telecommunications $ 100.00 $ 108.55 $ 99.94 $ 126.88 $ 153.83 $ 161.29

Selected Financial Data

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.

The selected consolidated financial data set forth below as of December 31, 2020 and 2019 and for each of the years ended December 31, 2020, 2019 and 2018 have been derived from the audited consolidated financial statements included elsewhere herein.

The selected consolidated financial data set forth below as of December 31, 2018, 2017 and 2016 and for each of the years ended December 31, 2017 and 2016 have been derived from audited consolidated financial statements not included elsewhere herein.

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,

(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:

Research and development 194,525 141,060 145,462 101,481 72,841

Sales and marketing 139,318 106,310 117,529 79,178 67,077

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-, 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

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

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)

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)

$ 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.

for the period subsequent to its acquisition by the Company on February 28, 2019.

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.

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

(In thousands) 2020 2019 2018 2017 2016

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 $ — $ — $ —

Revolving credit facility $ — $ 8,000 $ 55,000 $ 20,000 $ —

Long-term debt, net of current $ 369,035 $ 45,995 $ — $ — $ —

Long-term debt, related party $ — $ — $ 24,100 $ 22,500 $ —

Long-term deferred revenue $ 26,010 $ 20,482 $ 17,572 $ 14,184 $ 7,188

Other long-term obligations $ 48,281 $ 16,589 $ 30,797 $ 13,189 $ 1,633

Total stockholders' equity $ 686,853 $ 483,255 $ 590,298 $ 615,421 $ 219,122

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