Ribbon Communications Inc. 10-Q

Item 1. Financial Statements RIBBON COMMUNICATIONS INC. Condensed Consolidated Balance Sheets (in thousands, except share and per share data) (unaudited) June 30, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 34,646 $ 67,262 Accounts receivable, net 253,045 267,244 Inventory 74,382 75,423 Other current assets 58,869 68,057 Total current assets 420,942 477,986 Property and equipment, net 42,418 44,832 Intangible assets, net 265,376 294,728 Goodwill 300,892 300,892 Deferred income taxes 66,829 53,649 Operating lease right-of-use assets 42,390 44,888 Other assets 28,349 38,589 $ 1,167,196 $ 1,255,564 Liabilities and Stockholders' Equity Current liabilities: Current portion of term debt $ 25,073 $ 20,058 Accounts payable 93,640 95,810 Accrued expenses and other 97,620 85,270 Operating lease liabilities 15,340 15,416 Deferred revenue 113,915 113,939 Total current liabilities 345,588 330,493 Long-term debt, net of current 216,332 306,270 Warrant liability 4,178 — Preferred stock liability, $ 0.01 par value per share; 10,000,000 shares authorized, 55,000 shares issued and outstanding at June 30, 2023 ($ 56,650 liquidation preference); none issued and outstanding at December 31, 2022 50,582 — Operating lease liabilities, net of current 41,827 46,183 Deferred revenue, net of current 20,045 19,254 Deferred income taxes 3,756 3,750 Other long-term liabilities 30,641 31,187 Total liabilities 712,949 737,137 Commitments and contingencies (Note 19) Stockholders' equity: Common stock, $ 0.0001 par value per share; 240,000,000 shares authorized; 170,958,400 shares issued and outstanding at June 30, 2023; 168,324,995 shares issued and outstanding at December 31, 2022 17 17 Additional paid-in capital 1,950,079 1,941,569 Accumulated deficit ( 1,513,528 ) ( 1,453,744 ) Accumulated other comprehensive income 17,679 30,585 Total stockholders' equity 454,247 518,427 $ 1,167,196 $ 1,255,564 See notes to the unaudited condensed consolidated financial statements. 4 RIBBON COMMUNICATIONS INC. Condensed Consolidated Statements of Operations (in thousands, except per share data) (unaudited) Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Revenue: Product $ 117,347 $ 112,667 $ 210,665 $ 194,657 Service 93,271 93,129 186,112 184,337 Total revenue 210,618 205,796 396,777 378,994 Cost of revenue: Product 67,927 58,151 129,990 109,360 Service 33,782 35,207 69,087 70,874 Amortization of acquired technology 7,439 7,888 14,828 16,155 Total cost of revenue 109,148 101,246 213,905 196,389 Gross profit 101,470 104,550 182,872 182,605 Operating expenses: Research and development 47,776 51,103 99,080 103,793 Sales and marketing 33,905 35,843 69,304 73,462 General and administrative 14,346 12,901 28,391 25,763 Amortization of acquired intangible assets 7,260 7,513 14,524 14,788 Acquisition-, disposal- and integration-related 498 1,535 2,140 3,384 Restructuring and related 4,307 2,894 11,244 7,708 Total operating expenses 108,092 111,789 224,683 228,898 Loss from operations ( 6,622 ) ( 7,239 ) ( 41,811 ) ( 46,293 ) Interest expense, net ( 6,766 ) ( 4,602 ) ( 13,188 ) ( 8,603 ) Other (expense) income, net ( 2,688 ) ( 10,228 ) 2,084 ( 39,028 ) Loss before income taxes ( 16,076 ) ( 22,069 ) ( 52,915 ) ( 93,924 ) Income tax provision ( 5,403 ) ( 8,111 ) ( 6,869 ) ( 6,231 ) Net loss $ ( 21,479 ) $ ( 30,180 ) $ ( 59,784 ) $ ( 100,155 ) Loss per share: Basic $ ( 0.13 ) $ ( 0.20 ) $ ( 0.35 ) $ ( 0.67 ) Diluted $ ( 0.13 ) $ ( 0.20 ) $ ( 0.35 ) $ ( 0.67 ) Weighted average shares used to compute loss per share: Basic 170,103 150,190 169,326 149,681 Diluted 170,103 150,190 169,326 149,681 See notes to the unaudited condensed consolidated financial statements. 5 RIBBON COMMUNICATIONS INC. Condensed Consolidated Statements of Comprehensive Loss (in thousands) (unaudited) Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Net loss $ ( 21,479 ) $ ( 30,180 ) $ ( 59,784 ) $ ( 100,155 ) Other comprehensive income (loss), net of tax: Unrealized gain (loss) on interest rate swap, net of reclassifications and amortization into earnings ( 1,322 ) 4,053 ( 7,222 ) 19,522 Reclassification of gain to other income upon sale of interest rate swap — — ( 5,099 ) — Foreign currency translation adjustments ( 434 ) ( 322 ) ( 585 ) ( 1,013 ) Employee retirement benefits — ( 884 ) — ( 884 ) Other comprehensive income (loss), net of tax ( 1,756 ) 2,847 ( 12,906 ) 17,625 Comprehensive loss, net of tax $ ( 23,235 ) $ ( 27,333 ) $ ( 72,690 ) $ ( 82,530 ) See notes to the unaudited condensed consolidated financial statements. 6 RIBBON COMMUNICATIONS INC. Condensed Consolidated Statements of Stockholders' Equity (in thousands, except shares) (unaudited) Three months ended June 30, 2023 Accumulated Additional other Total Common stock paid-in Accumulated comprehensive stockholders' Shares Amount capital deficit (loss) income equity Balance at April 1, 2023 169,229,979 $ 17 $ 1,945,525 $ ( 1,492,049 ) $ 19,435 $ 472,928 Exercise of stock options 344 1 1 Vesting of restricted stock awards and units 2,294,295 — Vesting of performance-based stock units — Shares of restricted stock returned to the Company under net share settlements to satisfy tax withholding obligations ( 566,218 ) ( 1,563 ) ( 1,563 ) Stock-based compensation expense 6,116 6,116 Other comprehensive loss ( 1,756 ) ( 1,756 ) Net loss ( 21,479 ) ( 21,479 ) Balance at June 30, 2023 170,958,400 $ 17 $ 1,950,079 $ ( 1,513,528 ) $ 17,679 $ 454,247 Six months ended June 30, 2023 Accumulated Additional other Total Common stock paid-in Accumulated comprehensive stockholders' Shares Amount capital deficit (loss) income equity Balance at January 1, 2023 168,324,995 $ 17 $ 1,941,569 $ ( 1,453,744 ) $ 30,585 $ 518,427 Exercise of stock options 917 2 2 Vesting of restricted stock awards and units 3,314,572 — Vesting of performance-based stock units 381,071 — Shares of restricted stock returned to the Company under net share settlements to satisfy tax withholding obligations ( 1,063,155 ) ( 3,456 ) ( 3,456 ) Stock-based compensation expense 11,964 11,964 Other comprehensive loss ( 12,906 ) ( 12,906 ) Net loss ( 59,784 ) ( 59,784 ) Balance at June 30, 2023 170,958,400 $ 17 $ 1,950,079 $ ( 1,513,528 ) $ 17,679 $ 454,247 See notes to the unaudited condensed consolidated financial statements. 7 RIBBON COMMUNICATIONS INC. Condensed Consolidated Statements of Stockholders' Equity (in thousands, except shares) (unaudited) Three months ended June 30, 2022 Accumulated Additional other Total Common stock paid-in Accumulated comprehensive stockholders' Shares Amount capital deficit income equity Balance at April 1, 2022 150,111,958 $ 15 $ 1,877,677 $ ( 1,425,636 ) $ 22,356 $ 474,412 Vesting of restricted stock awards and units 396,148 — Shares of restricted stock returned to the Company under net share settlements to satisfy tax withholding obligations ( 48,322 ) ( 134 ) ( 134 ) Stock-based compensation expense 4,399 4,399 Other comprehensive income 2,847 2,847 Net loss ( 30,180 ) ( 30,180 ) Balance at June 30, 2022 150,459,784 $ 15 $ 1,881,942 $ ( 1,455,816 ) $ 25,203 $ 451,344 Six months ended June 30, 2022 Accumulated Additional other Total Common stock paid-in Accumulated comprehensive stockholders' Shares Amount capital deficit income equity Balance at January 1, 2022 148,895,308 $ 15 $ 1,875,234 $ ( 1,355,661 ) $ 7,578 $ 527,166 Exercise of stock options 355 — Vesting of restricted stock awards and units 2,007,138 — Vesting of performance-based stock units 175,751 — Shares of restricted stock returned to the Company under net share settlements to satisfy tax withholding obligations ( 618,768 ) ( 1,946 ) ( 1,946 ) Stock-based compensation expense 8,654 8,654 Other comprehensive income 17,625 17,625 Net loss ( 100,155 ) ( 100,155 ) Balance at June 30, 2022 150,459,784 $ 15 $ 1,881,942 $ ( 1,455,816 ) $ 25,203 $ 451,344 See notes to the unaudited condensed consolidated financial statements. 8 RIBBON COMMUNICATIONS INC. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Six months ended June 30, 2023 June 30, 2022 Cash flows from operating activities: Net loss $ ( 59,784 ) $ ( 100,155 ) Adjustments to reconcile net loss to cash flows provided by (used in) operating activities: Depreciation and amortization of property and equipment 7,059 7,773 Amortization of intangible assets 29,352 30,943 Amortization of debt issuance costs 1,793 1,078 Amortization of accumulated other comprehensive gain related to interest rate swap ( 2,062 ) — Stock-based compensation 11,964 8,654 Deferred income taxes ( 6,946 ) ( 9,900 ) Decrease in fair value of investments — 39,411 Gain on sale of swap ( 7,301 ) — Change in fair value of warrant liability ( 1,318 ) — Change in fair value of preferred stock liability 1,456 — Dividends accrued on preferred stock liability 1,272 — Foreign currency exchange losses ( 1,080 ) ( 1,048 ) Changes in operating assets and liabilities: Accounts receivable 21,534 24,017 Inventory ( 2,221 ) ( 17,043 ) Other operating assets 13,486 ( 319 ) Accounts payable ( 1,740 ) 4,090 Accrued expenses and other long-term liabilities 2,343 ( 8,196 ) Deferred revenue 767 ( 3,692 ) Net cash provided by (used in) operating activities 8,574 ( 24,387 ) Cash flows from investing activities: Purchases of property and equipment ( 4,091 ) ( 6,515 ) Net cash used in investing activities ( 4,091 ) ( 6,515 ) Cash flows from financing activities: Borrowings under revolving line of credit 30,000 20,000 Principal payments on revolving line of credit ( 30,000 ) ( 20,000 ) Principal payments of term debt ( 85,029 ) ( 35,029 ) Principal payments of finance leases — ( 341 ) Payment of debt issuance costs ( 1,572 ) ( 1,046 ) Proceeds from issuance of preferred stock and warrant liabilities 53,350 — Proceeds from the exercise of stock options 2 — Payment of tax withholding obligations related to net share settlements of restricted stock awards ( 3,456 ) ( 1,946 ) Net cash used in financing activities ( 36,705 ) ( 38,362 ) Effect of exchange rate changes on cash and cash equivalents ( 394 ) 1,043 Net decrease in cash and cash equivalents ( 32,616 ) ( 68,221 ) Cash and cash equivalents, beginning of year 67,262 106,485 Cash and cash equivalents, end of period $ 34,646 $ 38,264 9 RIBBON COMMUNICATIONS INC. Condensed Consolidated Statements of Cash Flows (continued) (in thousands) (unaudited) Six months ended June 30, 2023 June 30, 2022 Supplemental disclosure of cash flow information: Interest paid $ 11,617 $ 7,833 Income taxes paid $ 6,945 $ 5,955 Income tax refunds received $ 430 $ 25 Supplemental disclosure of non-cash investing activities: Capital expenditures incurred, but not yet paid $ 2,150 $ 3,478 Inventory transfers to property and equipment $ 963 $ 868 Supplemental disclosure of non-cash financing activities: Total fair value of restricted stock awards, restricted stock units and performance-based stock units on date vested $ 11,724 $ 6,608 See notes to the unaudited condensed consolidated financial statements. 10 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (unaudited) (1) BASIS OF PRESENTATION Business Ribbon Communications Inc. ("Ribbon" or the "Company") is a leading global provider of communications technology to service providers and enterprises. The Company provides a broad range of software and high-performance hardware products, network solutions, and services that enable the secure delivery of data and voice communications, and high-bandwidth networking and connectivity for residential consumers and for small, medium, and large enterprises and industry verticals such as finance, education, government, utilities, and transportation. Ribbon's mission is to create a recognized global technology leader providing cloud-centric solutions that enable the secure exchange of information, with unparalleled scale, performance, and elasticity. The Company is headquartered in Plano, Texas, and has a global presence with research and development, or sales and support locations in over thirty countries around the world. Basis of Presentation In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring items, necessary for their fair presentation with accounting principles generally accepted in the United States of America ("GAAP") and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Interim results are not necessarily indicative of results for a full year or any future interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as amended (the "Annual Report"), which was filed with the SEC on March 31, 2023 . Private Placement Offering On March 28 , 2023, the Company issued 55,000 shares of newly designated Series A Preferred Stock (the "Preferred Stock") to investors in a private placement offering at a price of $ 970 per share, along with 4.9 million warrants (the "Warrants") to purchase shares of the Company's common stock, par value $ 0.0001 per share (the "Private Placement"), at the exercise price of $ 3.77 per share. The proceeds from the Private Placement were approximately $ 53.4 million, including approximately $ 10 million from existing related party stockholders (See Note 11). Operating Segments The Company's chief operating decision maker (the "CODM") is its president and chief executive officer. The CODM assesses the Company's performance based on the performance of two separate organizations within Ribbon: the Cloud and Edge segment ("Cloud and Edge") and the IP Optical Networks segment ("IP Optical Networks"). Significant Accounting Policies The Company's significant accounting policies are disclosed in Note 2 to the Consolidated Financial Statements included in the Annual Report. There were no material changes to the significant accounting policies during the three months ended June 30, 2023, except for the addition of the accounting policy below for the Preferred Stock and Warrants issued in the Private Placement on March 28, 2023. Preferred Stock and Warrants The Company accounts for the Preferred Stock and Warrants as liability-classified instruments based on an assessment of their specific terms in accordance with ASC Topic 480, Distinguishing Liabilities from Equity . The fair value option was elected for the Preferred Stock, as the Company considers fair value to best reflect the expected future economic value. These liabilities are remeasured to fair value at each reporting date using the same valuation methodology applied upon issuance. 11 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) The value of the Preferred Stock is calculated using the Black-Derman-Toy (BDT) stochastic yield lattice model to capture the optimal timing of repayment, increasing dividend rate and other features, and the value of the Warrants is calculated using the Black-Scholes Pricing Model. Changes in the fair value of the Preferred Stock and Warrants are reported as Other income (expense), net in the Company's condensed consolidated statements of operations. Principles of Consolidation The condensed consolidated financial statements include the accounts of Ribbon and its wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation. Use of Estimates and Judgments The preparation of financial statements in conformity with GAAP requires Ribbon to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements include accounting for business combinations, revenue recognition for multiple element arrangements, inventory valuations, assumptions used to determine the fair value of stock-based compensation and the Preferred Stock and Warrants , intangible asset and goodwill valuations, including impairments, legal contingencies and recoverability of Ribbon's net deferred tax assets and the related valuation allowances. Ribbon regularly assesses these estimates and records changes in estimates in the period in which they become known. Ribbon bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. Transfers of Financial Assets The Company's IP Optical Networks segment maintains customer receivables factoring agreements with a number of financial institutions. Under the terms of these agreements, the Company may transfer receivables to the financial institutions, on a non-recourse basis, provided that the financial institutions approve the receivables in advance. The Company maintains credit insurance policies from major insurance providers or obtains letters of credit from the customers for a majority of its factored trade receivables. The Company accounts for the factoring of its financial assets as a sale of the assets and records the factoring fees, when incurred, as a component of interest expense in the condensed consolidated statements of operations, and the proceeds from the sales of receivables are included in cash from operating activities in the condensed consolidated statements of cash flows. Factoring of accounts receivable and associated fees for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Accounts receivable sold 27,266 22,747 48,327 40,714 Less factoring fees ( 815 ) ( 323 ) ( 1,270 ) ( 476 ) Net cash proceeds 26,451 22,424 47,057 40,238 Recent Accounting Pronouncements In March 2022, the Financial Accounting Standards Board (the "FASB") issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings for creditors in ASC 310, Receivables (Topic 310) , and requires entities to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements 12 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) related to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326) , and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 was effective for the Company January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company's consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"), which amends ASC 805, Business Combinations (Topic 805) , to add contract assets and contract liabilities to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an acquiring entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers (Topic 606) ("ASC 606"). Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. While primarily related to contract assets and contract liabilities that were accounted for by the acquiree in accordance with ASC 606, ASU 2021-08 also applies to contract assets and contract liabilities from other contracts to which the provisions of ASC 606 apply, such as contract liabilities from the sale of nonfinancial assets within the scope of ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) . ASU 2021-08 was effective for the Company January 1, 2023. The Company believes that the adoption of ASU 2021-08 could have a material impact on its consolidated financial statements for periods including and subsequent to significant business acquisitions. (2) EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares outstanding during the period. For periods in which the Company reports net income, diluted net earnings per share is determined by using the weighted average number of common and dilutive common equivalent shares outstanding during the period, unless the effect is antidilutive. The shares used to compute loss per share were as follows (in thousands): Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Weighted average shares outstanding - basic 170,103 150,190 169,326 149,681 Potential dilutive common shares — — — — Weighted average shares outstanding - diluted 170,103 150,190 169,326 149,681 Options to purchase the Company's common stock and unvested restricted and performance-based stock units aggregating 14.1 million shares and 15.4 million shares were excluded from the computation of diluted loss per share for the three and six months ended June 30, 2023 and 2022, respectively, because their effect would have been antidilutive. As of June 30, 2023, the potential number of dilutive shares from the Warrants totaled 4,858,090 shares. However, there was no impact on weighted average shares outstanding from these Warrants for the three and six months ended June 30, 2023 as the average share price of the Company's common stock in each period was below the exercise price of $ 3.77 per share and their effect would have been antidilutive. Dividends payable on the Preferred Stock are not an adjustment to net income (loss) used for the calculation of diluted earnings (loss) per share as these dividends are included in the fair value adjustment of the Preferred Stock which is reflected in Other income (expense), net. 13 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) (3) INVENTORY Inventory at June 30, 2023 and December 31, 2022 consisted of the following (in thousands): June 30, 2023 December 31, 2022 On-hand final assemblies and finished goods inventories $ 87,081 $ 85,888 Deferred cost of goods sold 1,515 1,449 88,596 87,337 Less noncurrent portion (included in Other assets) ( 14,214 ) ( 11,914 ) Current portion $ 74,382 $ 75,423 (4) INTANGIBLE ASSETS AND GOODWILL The Company's intangible assets at June 30, 2023 and December 31, 2022 consisted of the following (in thousands): June 30, 2023 Weighted average amortization period (years) Cost Accumulated amortization Net carrying value Developed technology 7.84 $ 340,380 $ 226,478 $ 113,902 Customer relationships 11.86 268,140 120,722 147,418 Trade names 3.88 5,000 4,845 155 Software licenses 3.00 5,186 1,285 3,901 9.51 $ 618,706 $ 353,330 $ 265,376 December 31, 2022 Weighted average amortization period (years) Cost Accumulated amortization Net carrying value Developed technology 7.84 $ 340,380 $ 212,448 $ 127,932 Customer relationships 11.86 268,140 106,385 161,755 Trade names 3.88 5,000 4,658 342 Software licenses 3.00 5,186 487 4,699 9.51 $ 618,706 $ 323,978 $ 294,728 Estimated future amortization expense for the Company's intangible assets at June 30, 2023 was as follows (in thousands): Years ending December 31, Remainder of 2023 $ 27,530 2024 50,717 2025 44,006 2026 38,965 2027 33,936 2028 23,400 Thereafter 46,822 $ 265,376 There were no changes to the carrying value of the Company's goodwill in the six months ended June 30, 2023 and 2022. 14 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) The components of goodwill at June 30, 2023 and 2022 were as follows (in thousands): Cloud and Edge IP Optical Networks Total Balance at June 30, 2023 Goodwill $ 392,302 $ 191,996 $ 584,298 Accumulated impairment losses ( 167,406 ) ( 116,000 ) ( 283,406 ) $ 224,896 $ 75,996 $ 300,892 Balance at June 30, 2022 Goodwill $ 392,302 $ 191,996 $ 584,298 Accumulated impairment losses ( 167,406 ) ( 116,000 ) ( 283,406 ) $ 224,896 $ 75,996 $ 300,892 (5) INVESTMENTS AND FAIR VALUE HIERARCHY The Company received debentures (the "Debentures") and warrants (the "AVCT Warrants") as sale consideration in connection with the sale of its Kandy Communications business on December 1, 2020 to American Virtual Cloud Technologies, Inc. ("AVCT"). The Debentures bore interest at a rate of 10 % per annum, which was added to the principal amount of the Debentures. On September 8, 2021 (the "Debenture Conversion Date"), the Debentures were converted into 13,700,421 shares of AVCT common stock (the "Debenture Shares"). The AVCT Warrants entitled the Company to purchase 4,377,800 shares of AVCT common stock at an exercise price of $ 0.01 per share and were to expire on December 1, 2025. The Company's investment in AVCT (the "AVCT Investment") was comprised of the Debentures and AVCT Warrants for periods prior to the Debenture Conversion Date and the Debenture Shares and AVCT Warrants for periods subsequent to the Debenture Conversion Date. The Company recorded the AVCT Investment at fair value, with changes in fair value recorded as a component of Other (expense) income, net, in the condensed consolidated statements of operations. On August 29, 2022, the Company and AVCT entered into a settlement agreement which provided for, amongst other things, the cancellation of the Company's investment in the Debenture Shares and the AVCT Warrants with an aggregate fair value of $ 2.6 million. Pursuant to the settlement agreements, the Company and AVCT also entered into a Wind Down Agreement, pursuant to which a Reseller Agreement between the parties, as previously amended, was terminated, and the Company was granted a non-exclusive perpetual license to use and modify certain intellectual property owned by AVCT comprising WebRTC gateway technology that is integrated with Ribbon’s SBCs and Application Servers. As consideration, the Company paid AVCT $ 2.5 million in cash, the Debenture Shares were redeemed and canceled, and the AVCT Warrants were terminated and canceled. The perpetual license granted by AVCT is classified as Intangible assets, net in the Company's condensed consolidated balance sheet as of June 30, 2023 and December 31, 2022 in the amount of $ 3.2 million and $ 3.9 million, respectively. The Company had no investment in AVCT as of June 30, 2023 or December 31, 2022 due to the settlement agreement entered into on August 29, 2022. The Company recorded losses of $ 12.4 million and $ 39.4 million in the three and six months ended June 30, 2022, respectively, representing the change in the fair value of the AVCT Investment. The carrying amounts of the Company's financial instruments approximate their fair values and include cash equivalents, accounts receivable, accounts payable and borrowings under a revolving credit facility. Ribbon's term debt balance as of June 30, 2023 and December 31, 2022 of $ 245.4 million and $ 330.4 million, respectively, had a fair value of approximately $ 246.7 million and $ 323.0 million, respectively. Our Preferred Stock and Warrants liabilities had a combined fair value of $ 54.8 million as of June 30, 2023, including cumulative dividends on the Preferred Stock of $ 1.3 million. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tier fair value hierarchy is based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: 15 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Level 1. Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2. Level 2 applies to assets or liabilities for which there are inputs that are directly or indirectly observable in the marketplace, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets). Level 3. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. (6) ACCRUED EXPENSES AND OTHER Accrued expenses at June 30, 2023 and December 31, 2022 consisted of the following (in thousands): June 30, 2023 December 31, 2022 Employee compensation and related costs $ 31,654 $ 25,994 Professional fees 19,124 17,195 Taxes payable 16,895 8,152 Other 29,947 33,929 $ 97,620 $ 85,270 (7) WARRANTY ACCRUALS The changes in the Company's accrual balance in the six months ended June 30, 2023 were as follows (in thousands): Balance at January 1, 2023 $ 11,857 Current period provisions 2,691 Settlements ( 2,781 ) Balance at June 30, 2023 $ 11,767 (8) RESTRUCTURING AND FACILITIES CONSOLIDATION INITIATIVES The Company recorded restructuring and related expense aggregating $ 4.3 million and $ 2.9 million in the three months ended June 30, 2023 and 2022, respectively, and $ 11.2 million and $ 7.7 million in the six months ended June 30, 2023 and 2022, respectively. Restructuring and related expense includes restructuring expense (primarily severance and related costs), estimated future variable lease costs for vacated properties with no intent or ability of sublease, and accelerated rent amortization expense. For restructuring events that involve lease assets and liabilities, the Company applies lease reassessment and modification guidance and evaluates the right-of-use assets for potential impairment. If the Company plans to exit all or distinct portions of a facility and does not have the ability or intent to sublease, the Company will accelerate the amortization of each of those lease components through the vacate date. The accelerated amortization is recorded as a component of Restructuring and related expense in the Company's condensed consolidated statements of operations. Related variable lease expenses will continue to be expensed as incurred through the vacate date, at which time the Company will reassess the liability balance to ensure it appropriately reflects the remaining liability associated with the premises and record a liability for the estimated future variable lease costs. Accelerated amortization of lease assets is recognized from the date that the Company commences the plan to fully or partially vacate a facility, for which there is no intent or ability to enter into a sublease, through the final vacate date. 16 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Accelerated amortization of lease assets that are included as a component of restructuring and related expense are excluded from the restructuring accrual activity tables below, as the liability for lease payments for these facilities is included as a component of current and noncurrent Operating lease liabilities in the Company's condensed consolidated balance sheets at June 30, 2023 and December 31, 2022 (see Note 16). The Company may incur additional future expense if it is unable to sublease other locations included in the Company's facilities consolidation initiatives. Restructuring and related expense for the three and six months ended June 30, 2023 and 2022 was comprised of the following (in thousands): Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Severance and related costs $ 2,843 $ 859 $ 8,551 $ 4,981 Variable and other facilities-related costs 1,125 $ 1,072 2,131 1,764 Accelerated amortization of lease assets due to cease-use 339 $ 963 562 963 $ 4,307 $ 2,894 $ 11,244 $ 7,708 2023 Restructuring Plan On February 22, 2023, the Company's Board of Directors approved a strategic restructuring program (the "2023 Restructuring Plan") to streamline the Company's operations in order to support the Company's investment in critical growth areas. The 2023 Restructuring Plan is expected to include, among other things, charges related to a consolidation of facilities and a workforce reduction. Any potential positions eliminated in countries outside the United States are subject to local law and consultation requirements. The Company recorded restructuring and related expense of $ 2.8 million and $ 8.5 million in the three and six months ended June 30, 2023, respectively, in connection with the 2023 Restructuring Plan entirely for severance related costs. A summary of the 2023 Restructuring Plan accrual activity for the six months ended June 30, 2023 is as follows (in thousands): Balance at January 1, 2023 Initiatives charged to expense Cash payments Net transfer to operating lease accounts Balance at June 30, 2023 Severance $ — $ 8,551 $ ( 6,042 ) $ — $ 2,509 2022 Restructuring Plan On February 14, 2022, the Company's Board of Directors approved a strategic restructuring program (the "2022 Restructuring Plan") to streamline the Company's operations in order to support the Company's investment in critical growth areas. The 2022 Restructuring Plan includes, among other things, charges related to a consolidation of facilities and a workforce reduction. Any positions eliminated in countries outside the United States are subject to local law and consultation requirements. The Company recorded restructuring and related expense of $ 1.5 million and $ 2.7 million in the three and six months ended June 30, 2023, respectively, in connection with the 2022 Restructuring Plan. The amount for the three months ended June 30, 2023 was comprised of $ 1.1 million for facilities-related costs, and $ 0.4 million for accelerated amortization of lease assets no longer being used with no ability or intent to sublease. The amount for the six months ended June 30, 2023 was comprised of $ 2.1 million for facilities-related costs and $ 0.6 million for accelerated amortization of lease assets no longer being used with no ability or intent to sublease. A summary of the 2022 Restructuring Plan accrual activity for the six months ended June 30, 2023 is as follows (in thousands): 17 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Balance at January 1, 2023 Initiatives charged to expense Cash payments Net transfer to operating lease accounts Balance at June 30, 2023 Severance $ 1,164 $ — $ ( 843 ) $ — $ 321 Variable and other facilities-related costs 890 2,131 ( 2,388 ) — 633 Accelerated amortization of lease assets due to cease-use — 562 — ( 562 ) — $ 2,054 $ 2,693 $ ( 3,231 ) $ ( 562 ) $ 954 Balance Sheet Classification The current portions of accrued restructuring were $ 3.3 million and $ 1.3 million at June 30, 2023 and December 31, 2022, respectively, and are included as components of Accrued expenses in the condensed consolidated balance sheets. The long-term portions of accrued restructuring are included as components of Other long-term liabilities in the condensed consolidated balance sheets. The long-term portions of accrued restructuring were $ 1.3 million and $ 2.0 million at June 30, 2023 and December 31, 2022, respectively. (9) DEBT 2020 Credit Facility On March 3, 2020, the Company entered into a Senior Secured Credit Facilities Credit Agreement (as amended, the "2020 Credit Facility"), by and among the Company, as a guarantor, Ribbon Communications Operating Company, Inc., as the borrower ("Borrower"), Citizens Bank, N.A. ("Citizens"), Santander Bank, N.A., and others as lenders ("Lenders"). The proceeds from the Credit Agreement were used, in part, to pay off in full all obligations of the Company under the 2019 Credit Facility. The 2020 Credit Facility originally provided for $ 500 million of commitments from the Lenders to the Borrower, comprised of $ 400 million in term loans (the "2020 Term Loan Facility") and a $ 100 million facility available for revolving loans (the "2020 Revolving Credit Facility"). Under the 2020 Revolving Credit Facility, a $ 30 million sublimit was originally available for letters of credit and a $ 20 million sublimit is available for swingline loans. The indebtedness and other obligations under the 2020 Credit Facility are unconditionally guaranteed on a senior secured basis by the Company, Edgewater Networks, Inc., a wholly-owned subsidiary of the Company, and GENBAND Inc., a wholly-owned subsidiary of the Company (together, the "Guarantors") . The 2020 Credit Facility is secured by first-priority liens on substantially all of the assets of the Borrower and the Guarantors , including substantially all of the assets of the Company. The 2020 Credit Facility requires compliance with certain financial covenants, including a minimum Consolidated Fixed Charge Coverage Ratio and a maximum Consolidated Net Leverage Ratio (each as defined in the 2020 Credit Facility, and each tested on a quarterly basis). On August 18, 2020, the Company entered into the First Amendment to the 2020 Credit Facility in which $ 75 million of the 2020 Term Loan Facility was assigned from Citizens to a new lender and designated as the Term B Loan. The remaining $ 325 million of the 2020 Term Loan Facility was deemed the Term A Loan. The Term A Loan and the 2020 Revolving Credit Facility mature in March 2025 and originally bore interest at the Borrower's option at either the LIBOR rate plus a margin ranging from 1.50 % to 3.50 % per year, or the base rate plus 0.50 %, or the prime rate plus a margin ranging from 0.50 % to 2.50 % per year (the "Applicable Margin"). The Applicable Margin varied depending on the Company's Consolidated Net Leverage Ratio (as defined in the 2020 Credit Facility). 18 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) The Term B Loan was scheduled to mature in March 2026 and bore interest, at the Borrower's option, at either the LIBOR rate plus a margin of 7.50 % per year, or the base rate (the highest of the Federal Funds Effective Rate (as defined in the First Amendment) plus 0.50 %, or the prime rate. On December 1, 2020, the Company entered into the Second Amendment to the 2020 Credit Facility to obtain consent for an equity exchange with AVCT in connection with the sale of our Kandy Communications business, as well as to amend certain other provisions of the 2020 Credit Facility. On March 3, 2021, the Company entered into the Third Amendment to the 2020 Credit Facility which provided for an incremental term loan facility in the principal amount of $ 74.6 million, the proceeds of which were used to consummate an open market purchase of all outstanding amounts under the Term B Loan, resulting in the assignment and immediate cancellation of the Term B Loan, such that the outstanding amount under the Term A Loan and incremental term loan facility were combined and held by the Lenders (the "2020 Term Loan") with the same terms as the Term A Loan. The Company wrote off $ 2.5 million of capitalized debt issuance costs in connection with the Third Amendment. On March 10, 2022, the Company entered into the Fourth Amendment to the 2020 Credit Facility to increase the Maximum Consolidated Net Leverage Ratio (as defined in the 2020 Credit Facility) and in conjunction the Company made a $ 15.0 million prepayment that was applied to the final payment due on the maturity date. On June 30, 2022, the Company entered into the Fifth Amendment to the 2020 Credit Facility (the "Fifth Amendment") to increase the Maximum Consolidated Net Leverage Ratio (as defined in the 2020 Credit Facility) for 2022, with the fourth quarter of 2022 increased to 4.75 :1.00, the 1st and 2nd quarters of 2023 declining to 3.25 :1.00, and in all subsequent quarters the ratio was to be fixed at 3.00 :1.00. Also, the Fifth Amendment reduced the minimum Consolidated Fixed Charge Coverage Ratio (as defined in the 2020 Credit Facility) in 2022, with the fourth quarter of 2022 reduced to 1.10 :1.00 and in all subsequent quarters the ratio was to be fixed at 1.25 :1.00. In addition, the Fifth Amendment increased the maximum rate at which loans were to bear interest if the Company's Consolidated Net Leverage Ratio for any quarter was greater than 4.50 :1.00. Specifically, loans incurred would bear interest, at the Borrower’s option, at either LIBOR plus a margin ranging from 1.50 % to 4.50 % per year, or the base rate plus 0.50 %, or the prime rate plus a margin ranging from 0.50 % to 3.50 % per year. The Fifth Amendment also allows the Company to incur junior secured or unsecured debt in an amount no less than $ 50 million, subject to certain conditions, including the requirement that 50 % of the aggregate amount of such incurred debt (net of certain costs, fees and other amounts) must be applied to prepay the 2020 Credit Facility, and compliance with certain leverage ratio-based covenant exceptions. In connection with the Fifth Amendment, the Company made a $ 10.0 million voluntary prepayment that was applied to the final payment due on the maturity date. Subsequent to the Fifth Amendment, the Company is required to make quarterly principal payments on the 2020 Term Loan aggregating approximately $ 5.0 million per quarter through March 31, 2024 and $ 10.0 million in each of the three quarters thereafter, with the remaining and final payment due on the maturity date in March 2025. On March 24, 2023, the Company entered into the Sixth Amendment to the 2020 Credit Facility (the “Sixth Amendment”) effective March 30, 2023. The Sixth Amendment, among other things, increased the Maximum Consolidated Net Leverage Ratio (as defined in the 2020 Credit Facility), with the first, second and third quarters of 2023 increasing to 4.50 :1.00. In the fourth quarter of 2023 and the first quarter of 2024, the Maximum Consolidated Net Leverage Ratio declines to 4.25 :1.00 and 4.00 :1.00, respectively. In all subsequent quarters, the Maximum Consolidated Senior Net Leverage Ratio will be fixed at 3.00 :1.00 and the Maximum Consolidated Net Leverage Ratio will be fixed at 4.00 :1.00 . Also, the Sixth Amendment reduced the minimum Consolidated Fixed Charge Coverage Ratio (as defined in the 2020 Credit Facility) to 1.10 :1.00 through the first quarter of 2024 and in all subsequent quarters the ratio will be fixed at 1.25 :1.00. The Sixth Amendment reduced the maximum borrowings allowed under the 2020 Revolving Credit Facility from $ 100 million to $ 75 million and the sublimit available for letters of credit was reduced from $ 30 million to $ 20 million. In addition, the Sixth Amendment replaced LIBOR with the Secured Overnight Financing Rate, or SOFR, as the alternative rate that may be used by the Company for calculating interest owed under the 2020 Credit Facility with the margin now fixed at 4.5 %. In conjunction with the Sixth Amendment, the Company made a $ 75 million prepayment that was applied to the final payment due upon maturity in March 2025 of approximately $ 200.3 million. The $ 75 million prepayment was almost entirely funded with the net proceeds from the Private Placement and the sales of our interest rate swap. Debt issuance costs associated with the Sixth Amendment totaled $ 1.7 million and are being amortized on a straight line basis over the remaining life of the 2020 Credit Facility to Interest expense, net. 19 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) At June 30, 2023, the Company had an outstanding balance under the 2020 Term Loan of $ 245.4 million with an average interest rate of 9.6 % and $ 3.0 million of letters of credit outstanding with an interest rate of 4.5 %. At December 31, 2022, the Company had an outstanding balance under the 2020 Term Loan of $ 330.4 million at an average interest rate of 5.4 % and $ 3.3 million of letters of credit outstanding with an interest rate of 4.5 %. The Company's interest rates under our 2020 Term Loan for the six months ended June 30, 2023 and 2022 benefited from a hedge instrument that was in place, specifically a fixed rate swap, which was sold in March 2023 (see Note 10). As a result of the fixed rate swap sold in March 2023, the ongoing interest rate is based upon SOFR plus a fixed margin of 4.5 %. The Company was in compliance with all covenants of the 2020 Credit Facility at both June 30, 2023 and December 31, 2022. Letters of Credit and Performance and Bid Bonds The Company uses letters of credit and performance and bid bonds in the course of its business. At June 30, 2023, the Company had $ 7.2 million of letters of credit, bank guarantees, and performance and bid bonds outstanding (collectively, "Guarantees"), comprised of the $ 3.0 million of letters of credit under the 2020 Credit Facility described above (the "Letters of Credit") and $ 4.2 million of bank guarantees and performance and bid bonds (collectively, the "Other Guarantees") under various uncommitted facilities. At December 31, 2022, the Company had Guarantees aggregating $ 8.3 million, comprised of the $ 3.3 million of Letters of Credit noted above and $ 5.0 million of Other Guarantees. (10) DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company is exposed to financial market risk related to foreign currency fluctuations and changes in interest rates. These exposures are actively monitored by management. To manage the volatility related to the exposure to changes in interest rates, the Company may enter into derivative financial instruments. Management's objective has been to reduce, where it is deemed appropriate to do so, fluctuations in earnings and cash flows associated with changes in interest rates. Ribbon's policies and practices are to use derivative financial instruments only to the extent necessary to manage exposures. Ribbon does not hold or issue derivative financial instruments for trading or speculative purposes. The Company records derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a specific risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge, or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk even though hedge accounting does not apply or the Company elects not to apply hedge accounting. Cash Flow Hedge of Interest Rate Risk The 2020 Term Loan Facility had outstanding balances of $ 245.4 million and $ 330.4 million at June 30, 2023 and December 31, 2022, respectively. The 2020 Revolving Credit Facility was undrawn at both June 30, 2023 and December 31, 2022. Borrowings under the 2020 Credit Facility have variable interest rates based on LIBOR or SOFR (see Note 9). As a result of exposure to interest rate movements, during March 2020, the Company entered into an interest rate swap arrangement, which effectively converted its $ 400 million term loan with its variable interest rate based upon one-month LIBOR to an aggregate fixed rate of 0.904 %, plus a leverage-based margin as defined in the 2020 Credit Facility. On July 22, 2022, the Company sold $ 30 million of the notional amount of its interest rate swap back to its counterparty for $ 1.5 million, reducing the notional amount of this swap to $ 370 million. On August 16, 2022 the Company sold another $ 30 million of the notional amount of its interest rate swap back to its counterparty for $ 1.6 million, reducing the notional amount to $ 340 million, which approximated the current level of our term loan debt then outstanding. The gain in accumulated 20 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) other comprehensive (loss) income related to the $ 60 million notional amount sold of $ 3.1 million is being released into earnings on a straight line basis over the remaining term of the 2020 Credit Facility as a decrease to interest expense, the amortization of which totaled $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2023, respectively. On March 24 , 2023, the Company received $ 9.4 million, consisting of $ 0.4 million of interest and $ 9.0 million for the sale of $ 170 million of its $ 340 million notional amount interest rate swap back to its counterparty, reducing the notional amount to $ 170 million. On March 27 , 2023, the Company received $ 9.8 million, consisting of $ 0.4 million of interest and $ 9.4 million for the sale of the remaining $ 170 million of its interest rate swap back to its counterparty. The portion of the gain in accumulated other comprehensive (loss) income related to the term loan debt prepaid on the date of the final sale of our swap totaled $ 7.3 million and was released into earnings immediately as Other income (expense), net. The portion of the gain in accumulated other comprehensive (loss) income related to our remaining term loan debt balance was $ 12.0 million and is being released into earnings on a straight line basis over the remaining term of the 2020 Credit Facility as a decrease to interest expense, the amortization of which totaled $ 1.6 million for the three months ended June 30, 2023. The Company’s objectives in using interest rate derivatives have been to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company has used an interest rate swap as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the related agreements without exchange of the underlying notional amount. The effective portion of changes in the fair value of designated derivatives that qualify as cash flow hedges is recorded in accumulated other comprehensive income in the condensed consolidated balance sheet and is subsequently reclassified into earnings in the period that the hedged forecasted transactions affect earnings. During the six months ended June 30, 2023 and 2022, such a derivative was used to hedge the variable cash flows associated with the outstanding borrowings under the 2020 Credit Facility and the Company has accounted for this derivative as an effective hedge until the final portion of the swap was sold on March 27, 2023. Any ineffective portion of the change in the fair value of the derivative was recognized directly in earnings. Amounts reported in accumulated other comprehensive income related to the Company's derivative are reclassified to interest expense as interest is accrued on the Company’s variable-rate debt. The impact of the Company’s derivative financial instrument on its condensed consolidated statements of comprehensive (loss) income for the three and six months ended June 30, 2023 and 2022 was as follows, net of tax (in thousands): Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Gain (loss) recognized in other comprehensive income (loss) on derivative, net of tax $ — $ 3,916 $ ( 2,715 ) $ 18,629 Amount reclassified from accumulated other comprehensive income (loss) to other income upon sale of swap, net of tax — — ( 5,099 ) — Amount reclassified from accumulated other comprehensive income (loss) to interest expense ( 1,322 ) 137 ( 4,507 ) 893 $ ( 1,322 ) $ 4,053 $ ( 12,321 ) $ 19,522 The Company had no derivative assets or liabilities at June 30, 2023. The fair values and locations in the condensed consolidated balance sheets at December 31, 2022 of the Company's derivative assets (liabilities) designated as a hedging instrument were as follows (in thousands): 21 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Balance sheet location December 31, 2022 Interest rate derivative - asset derivative Other current assets $ 13,212 Interest rate derivative - asset derivative Other assets 12,216 $ 25,428 The Company has classified the interest rate derivative aggregating $ 25.4 million at December 31, 2022, as Level 2 fair value measurements within the fair value hierarchy (see Note 5). (11) PREFERRED STOCK AND WARRANTS On March 28, 2023, the Company issued 55,000 shares of Preferred Stock to investors in the Private Placement at a price of $ 970 per share, along with 4,858,090 Warrants with an exercise price of $ 3.77 per share. The Company accounts for the Preferred Stock and Warrants as liability-classified instruments based on an assessment of their specific terms in accordance with ASC Topic 480, Distinguishing Liabilities from Equity . The fair value option was elected for the Preferred Stock, as the Company considers fair value to best reflect the expected future economic value. These liabilities are remeasured to fair value at each reporting date using the same valuation methodology applied upon issuance using current input assumptions. The value of the Preferred Stock is calculated using the Black-Derman-Toy (BDT) stochastic yield lattice model to capture the optimal timing of repayment, increasing dividend rate and other features and the value of the Warrants is calculated using the Black-Scholes Pricing Model. Changes in the fair value of the Preferred Stock and Warrants are reported as Other income (expense), net in the Company's condensed consolidated statements of operations. The fair value of the Preferred Stock and Warrants are determined using Level 3 input and the key inputs into the models utilized were as follows as of June 30, 2023: Preferred Stock (BDT) Face value per share $ 1,000 Interest payments per year 4 Dividend rate - year 1 (paid in-kind) 9.25 % Dividend rate - year 2 (paid in-kind or in cash at the Company's choice) 9.75 % Dividend rate - thereafter (paid in cash) 12.00 % Yield volatility 25.0 % Time to maturity (in years) 2.3 Warrants (Black-Scholes) Stock price $ 2.79 Strike price $ 3.77 Risk-free rate 4.31 % Volatility 47.1 % Dividend yield 0.0 % Time to expiration (years) 3.8 22 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) The changes in the Company's Preferred Stock and Warrant liabilities in the three months ended June 30, 2023 were as follows (in thousands): Preferred stock liability Balance at March 31, 2023 $ 47,854 Cumulative dividends 1,272 Fair value change 1,456 Balance at June 30, 2023 $ 50,582 Warrant liability Balance at March 31, 2023 $ 5,496 Fair value change $ ( 1,318 ) Balance at June 30, 2023 $ 4,178 The Preferred Stock is subordinate to Company indebtedness and senior to the Company’s common stock or other equity. Holders of the Preferred Stock are entitled to cumulative dividends that accrue quarterly through the September 30, 2025 maturity date. Dividends are payable in-kind during the first year at a rate of 9.25 %. At the Company’s option, the dividends are payable in-kind or in cash during the second year at a rate of 9.75 %. Dividends thereafter are payable in cash at a rate of 12.00 %. The proceeds from the Preferred Stock issuance were approximately $ 53.4 million, including $ 10.0 million from existing related party stockholders. Offering costs paid by the Company of approximately $ 3.5 million were recorded in Other income (expense), net in our condensed consolidated statement of operations in the three months ended March 31, 2023. The net proceeds from the Private Placement were used for the repayment of debt. The Preferred Stock is redeemable on or after the first and second anniversaries of the closing date at a rate of 103 % and 102 %, respectively. The Warrants are immediately exercisable and upon an event such as a merger, consolidation, asset sale or similar change of control, the Warrants may be exercised and the holders may vote the underlying shares of common stock. In connection with the Private Placement, the Company provided the investors with certain registration rights relating to the Preferred Stock, the Warrants and the shares of the Company’s common stock underlying the Warrants, that required the Company to file a registration statement on Form S-3 with the SEC within 30 days following the closing date of the Private Placement. The registration requirement was completed on May 19, 2023. (12) REVENUE RECOGNITION The Company derives revenue from two primary sources: products and services. Product revenue includes the Company's hardware and software that function together to deliver the products' essential functionality. Software and hardware are also sold on a standalone basis. Services include customer support (software updates, upgrades and technical support), consulting, design services, installation services and training. Generally, contracts with customers contain multiple performance obligations, consisting of products and services. For these contracts, the Company accounts for individual performance obligations separately if they are considered distinct. When an arrangement contains more than one performance obligation, the Company will allocate the transaction price to each performance obligation on a relative standalone selling price basis. The Company utilizes the observable price of goods and services when they are sold separately to similar customers in order to estimate standalone selling price. The Company's software licenses typically provide a perpetual right to use the Company's software. The Company also sells term-based software licenses that expire and Software-as-a-Service ("SaaS")-based software which are referred to as subscription arrangements. The Company does not customize its software nor are installation services required, as the customer has a right to utilize internal resources or a third-party service company. The software and hardware are delivered before related services are provided and are functional without professional services or customer support. The Company has 23 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) concluded that its software licenses are functional intellectual property that are distinct, as the user can benefit from the software on its own. Product revenue is typically recognized upon transfer of control or when the software is made available for download, as this is the point the user of the software can direct the use of, and obtain substantially all of the remaining benefits from, the functional intellectual property. The Company begins to recognize software revenue related to the renewal of subscription software licenses at the start of the subscription period. The Company offers warranties on its products. Certain of the Company's warranties are considered to be assurance-type in nature, ensuring the product is functioning as intended. Assurance-type warranties do not represent separate performance obligations. The Company also sells separately-priced maintenance service contracts which qualify as service-type warranties and represent separate performance obligations. The Company does not allow and has no history of accepting product returns. Services revenue includes revenue from customer support and other professional services. Customer support includes software updates on a when-and-if-available basis, telephone support, integrated web-based support and bug fixes or patches. The Company sells its customer support contracts at a percentage of list or net product price. Customer support revenue is recognized ratably over the term of the customer support agreement, which is typically one year . The Company's professional services include consulting, technical support, resident engineer services, design services and installation services. Because control transfers over time, revenue is recognized based on progress toward completion of the performance obligation. The method to measure progress toward completion requires judgment and is based on the nature of the products or services to be provided. The Company generally uses the input method to measure progress for its contracts because it believes such method best depicts the transfer of assets to the customer, which occurs as the Company incurs costs for the contracts. However, in some instances, the Company uses the output method because it best depicts the transfer of asset to the customer. Under the cost-to-cost measure of progress, the progress toward completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. When the measure of progress is based upon expended labor, progress toward completion is measured as the ratio of labor time expended to date versus the total estimated labor time required to complete the performance obligation. Revenue is recorded proportionally as costs are incurred or as labor is expended. Costs to fulfill these obligations include internal labor as well as subcontractor costs. Customer training includes courses offered by the Company. The related revenue is typically recognized as the training services are performed. 24 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) The Company's typical performance obligations include the following: Performance Obligation When Performance Obligation is Typically Satisfied When Payment is Typically Due Software and Product Revenue Software licenses (perpetual or term) Upon transfer of control; typically, when made available for download (point in time) Generally, within 30 days of invoicing except for term licenses, which may be paid for over time Software licenses (subscription) Upon activation of hosted site (over time) Generally, within 30 days of invoicing Hardware When control of the hardware passes to the customer; typically, upon delivery (point in time) Generally, within 30 days of invoicing Software upgrades Upon transfer of control; typically, when made available for download (point in time) Generally, within 30 days of invoicing Customer Support Revenue Customer support Ratably over the course of the support contract (over time) Generally, within 30 days of invoicing Professional Services Other professional services (excluding training services) As work is performed (over time) Generally, within 30 days of invoicing (upon completion of services) Training When the class is taught (point in time) Generally, within 30 days of services being performed Significant Judgments The Company's contracts with customers often include promises to transfer multiple products and services to the customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is required to determine the standalone selling price ("SSP") for each distinct performance obligation. The Company typically has more than one SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, the Company may use information such as the size of the customer and geographic region in determining the SSP. Deferred Revenue Deferred revenue is a contract liability representing amounts collected from or invoiced to customers in excess of revenue recognized. This results primarily from the billing of annual customer support agreements where the revenue is recognized over the term of the agreement. The value of deferred revenue will increase or decrease based on the timing of recognition of revenue. Disaggregation of Revenue The Company disaggregates its revenue from contracts with customers based on the nature of the products and services and the geographic regions in which each customer is domiciled. The Company's revenue for the three and six months ended June 25 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) 30, 2023 and 2022 was disaggregated as follows: Three months ended June 30, 2023 Product revenue Service revenue (maintenance) Service revenue (professional services) Total revenue United States $ 53,545 $ 33,890 $ 11,842 $ 99,277 Europe, Middle East and Africa 28,831 17,998 7,679 54,508 Asia Pacific 31,810 10,164 2,269 44,243 Other 3,161 7,576 1,853 12,590 $ 117,347 $ 69,628 $ 23,643 $ 210,618 Three months ended June 30, 2022 Product revenue Service revenue (maintenance) Service revenue (professional services) Total revenue United States $ 53,743 $ 33,046 $ 11,360 $ 98,149 Europe, Middle East and Africa 28,528 18,700 6,545 53,773 Asia Pacific 23,004 9,371 4,158 36,533 Other 7,392 8,341 1,608 17,341 $ 112,667 $ 69,458 $ 23,671 $ 205,796 Six months ended June 30, 2023 Product revenue Service revenue (maintenance) Service revenue (professional services) Total revenue United States $ 91,612 $ 66,963 $ 22,695 $ 181,270 Europe, Middle East and Africa 56,266 38,125 14,254 108,645 Asia Pacific 57,425 19,536 5,413 82,374 Other 5,362 15,592 3,534 24,488 $ 210,665 $ 140,216 $ 45,896 $ 396,777 Six months ended June 30, 2022 Product revenue Service revenue (maintenance) Service revenue (professional services) Total revenue United States $ 85,683 $ 66,110 $ 22,005 $ 173,798 Europe, Middle East and Africa 52,938 36,442 13,356 102,736 Asia Pacific 45,394 19,796 7,605 72,795 Other 10,642 15,715 3,308 29,665 $ 194,657 $ 138,063 $ 46,274 $ 378,994 The Company's product revenue from indirect sales through its channel partner program and from its direct sales program for the three and six months ended June 30, 2023 and 2022 was as follows (in thousands): Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Indirect sales through channel partner program $ 37,590 $ 28,453 $ 73,504 $ 51,953 Direct sales 79,757 84,214 137,161 142,704 $ 117,347 $ 112,667 $ 210,665 $ 194,657 The Company's product revenue from sales to enterprise customers and from sales to service provider customers for the three and six months ended June 30, 2023 and 2022 was as follows (in thousands): 26 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Sales to enterprise customers $ 37,707 $ 22,837 $ 65,119 $ 44,920 Sales to service provider customers 79,640 89,830 145,546 149,737 $ 117,347 $ 112,667 $ 210,665 $ 194,657 The Company's product revenue and service revenue components by segment for the three and six months ended June 30, 2023 and 2022, respectively were as follows (in thousands): Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Product revenue: Cloud and Edge $ 52,352 $ 64,125 $ 95,191 $ 101,760 IP Optical Networks 64,995 48,542 115,474 92,897 Total product revenue $ 117,347 $ 112,667 $ 210,665 $ 194,657 Service revenue: Maintenance: Cloud and Edge $ 55,034 $ 55,179 $ 109,844 $ 110,209 IP Optical Networks 14,594 14,279 30,372 27,854 Total maintenance revenue 69,628 69,458 140,216 138,063 Professional services: Cloud and Edge 17,870 17,776 34,701 34,917 IP Optical Networks 5,773 5,895 11,195 11,357 Total professional services revenue 23,643 23,671 45,896 46,274 Total service revenue $ 93,271 $ 93,129 $ 186,112 $ 184,337 Revenue Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable; unbilled receivables, which are contract assets; and customer advances and deposits, which are contract liabilities, in the Company's condensed consolidated balance sheets. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Completion of services and billing may occur subsequent to revenue recognition, resulting in contract assets. The Company may receive advances or deposits from its customers before revenue is recognized, resulting in contract liabilities that are classified as deferred revenue. These assets and liabilities are reported in the Company's condensed consolidated balance sheets on a contract-by-contract basis as of the end of each reporting period. Changes in the contract asset and liability balances during the three months ended June 30, 2023 were not materially impacted by any factors other than billing and revenue recognition. Nearly all of the Company's deferred revenue balance is related to services revenue, primarily customer support contracts. Unbilled receivables stem primarily from engagements where services have been performed; however, billing cannot occur until services are completed. In some arrangements, the Company allows customers to pay for term-based software licenses and products over the term of the software license. The Company also sells SaaS-based software under subscription arrangements, with payment terms over the term of the SaaS agreement. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables that are anticipated to be invoiced in the next twelve months are included in Accounts receivable on the Company's condensed consolidated balance sheets. The changes in the Company's accounts receivable, unbilled receivables and deferred revenue balances for the six months ended June 30, 2023 were as follows (in thousands): 27 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Accounts receivable Unbilled accounts receivable Deferred revenue (current) Deferred revenue (long-term) Balance at January 1, 2023 $ 170,969 $ 96,275 $ 113,939 $ 19,254 Increase (decrease), net ( 10,245 ) ( 3,954 ) ( 24 ) 791 Balance at June 30, 2023 $ 160,724 $ 92,321 $ 113,915 $ 20,045 The Company recognized approximately $ 71 million of revenue in the six months ended June 30, 2023 that was recorded as deferred revenue at December 31, 2022 and approximately $ 66 million of revenue in the six months ended June 30, 2022 that was recorded as deferred revenue at December 31, 2021. Of the Company's deferred revenue reported as long-term in its condensed consolidated balance sheet at June 30, 2023, the Company expects that approximately $ 8 million will be recognized as revenue in 2024, approximately $ 9 million will be recognized as revenue in 2025 and approximately $ 3 million will be recognized as revenue in 2026 and beyond. All freight-related customer invoicing is recorded as revenue, while the shipping and handling costs that occur after control of the promised goods or services transfer to the customer are reported as fulfillment costs, a component of Cost of revenue - product in the Company's condensed consolidated statements of operations. Deferred Commissions Cost Sales commissions earned by the Company's employees are considered incremental and recoverable costs of obtaining a contract with a customer. Expense related to commission payments has been deferred on our condensed consolidated balance sheet and is being amortized over the expected life of the customer contract, which averages five years . The current and long-term portions of deferred commission expense are included as components of Other current assets and Other assets, respectively. At both June 30, 2023 and December 31, 2022, the Company had $ 3.6 million of deferred sales commissions capitalized. (13) OPERATING SEGMENT INFORMATION The Company has two reportable segments, which are intended to align with the manner in which the business is managed: Cloud and Edge, and IP Optical Networks. The Cloud and Edge segment provides secure and reliable software and hardware products, solutions and services for enabling Voice over Internet Protocol ("VoIP") communications, Voice over Long-Term Evolution ("VoLTE") and Voice Over 5G ("VoNR") communications, and Unified Communications and Collaboration ("UC&C") within service provider and enterprise networks and from the cloud. The Cloud and Edge products are increasingly software-centric and cloud-native for deployment on private, public or hybrid cloud infrastructures, in data centers, on enterprise premises and within service provider networks. Ribbon's Cloud and Edge product portfolio consists primarily of its Session Border Controller ("SBC") products and its Network Transformation ("NTR") products. The IP Optical Networks segment provides high-performance, secure solutions for IP networking and optical transport, supporting wireless networks including 5G, metro and edge aggregation, core networking, data center interconnect, legacy transformation and transport solutions for wholesale carriers. This portfolio is offered to service provider, enterprise and industry verticals with critical transport network infrastructures including utilities, government, defense, transportation, and education and research. The Company has not provided segment asset information as such information is not provided to the CODM and accordingly, asset information is not used in assessing segment performance. Segment revenue and expenses included in the tables below represent direct revenue and expense attributable to each segment. Please see Note 4 for information regarding the allocation of goodwill between segments. The CODM utilizes revenue and adjusted gross profit to measure and assess each segment's performance. The Company calculates adjusted gross profit by excluding from cost of revenue: amortization of acquired technology and stock-based 28 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) compensation, and may also exclude other items in future periods that the Company believes are not part of the Company's core business. Adjusted gross profit is not a financial measure determined in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies, and should not be considered a substitute for gross profit or other results reported in accordance with U.S. GAAP. See below for a reconciliation of adjusted gross profit to gross profit, which is the most directly comparable U.S. GAAP measure. The tables below provide information regarding revenue, adjusted gross profit, and depreciation expense by reportable segment for the three and six months ended June 30, 2023 and 2022 (in thousands): Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Segment revenue: Cloud and Edge $ 125,256 $ 137,080 $ 239,736 $ 246,886 IP Optical Networks 85,362 68,716 157,041 132,108 Revenue $ 210,618 $ 205,796 $ 396,777 $ 378,994 Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Segment adjusted gross profit: Cloud and Edge $ 83,299 $ 93,379 $ 153,274 $ 161,672 IP Optical Networks 26,251 19,660 45,751 38,269 Total segment adjusted gross profit 109,550 113,039 199,025 199,941 Stock-based compensation expense ( 641 ) ( 601 ) ( 1,325 ) ( 1,181 ) Amortization of acquired technology ( 7,439 ) ( 7,888 ) ( 14,828 ) ( 16,155 ) Gross profit $ 101,470 $ 104,550 $ 182,872 $ 182,605 Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Segment depreciation expense: Cloud and Edge $ 2,477 $ 2,685 $ 4,976 $ 5,400 IP Optical Networks 1,072 1,203 2,083 2,373 Depreciation expense $ 3,549 $ 3,888 $ 7,059 $ 7,773 (14) MAJOR CUSTOMERS The following customer contributed 10% or more of the Company's revenue in the three and six months ended June 30, 2023 and 2022: Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Verizon Communications Inc. 11 % 20 % 11 % 17 % At June 30, 2023 and December 31, 2022, no customer accounted for 10% or more of the Company's accounts receivable balance. The Company performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. The Company maintains an allowance for doubtful accounts and such losses have historically been within management's expectations. 29 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) (15) STOCK-BASED COMPENSATION PLANS The Company grants stock-based compensation to employees, officers and non-employee directors, as well as consultants and advisors of the Company and its subsidiaries under its Amended and Restated 2019 Incentive Award Plan, as amended which provides for the award of stock options, stock appreciation rights, restricted stock awards ("RSAs"), performance-based stock awards, restricted stock units ("RSUs"), performance-based stock units ("PSUs") and other stock- or cash-based awards. Executive Equity Arrangements Inducement Awards In connection with his appointment as President and Chief Executive Officer of Ribbon on March 16, 2020, the Company awarded Bruce McClelland sign-on equity grants, comprised of RSUs and a PSU grant with both market and service conditions. Performance-Based Stock Grants In addition to granting RSAs and RSUs to its executives and certain of its employees, the Company also grants PSUs to certain of its executives and certain other employees. Vesting periods for RSAs, RSUs, and PSUs granted range from one to three years. PSUs granted consist of 60 % that have both performance and service conditions (the "Performance PSUs") and 40 % that have both market and service conditions (the "Market PSUs"). Each Performance PSU is comprised of three consecutive fiscal year performance periods beginning in the year of grant, with one-third of the Performance PSUs attributable to each fiscal year performance period. The Market PSUs have one three-year performance period, beginning January 1 in the year of grant and ending on December 31, three years thereafter. The number of shares of common stock underlying the PSUs that can be earned will not exceed 200 % of the Performance or Market PSUs. Shares subject to PSUs that fail to be earned will be forfeited. Restricted Stock Units The activity related to the Company's RSUs for the six months ended June 30, 2023 was as follows: Shares Weighted Average Grant Date Fair Value Unvested balance at January 1, 2023 7,649,747 $ 3.96 Granted 3,850,538 $ 2.90 Vested ( 3,314,572 ) $ 3.76 Forfeited ( 543,546 ) $ 4.08 Unvested balance at June 30, 2023 7,642,167 $ 3.50 The total grant date fair value of shares of restricted stock underlying RSUs that vested during the six months ended June 30, 2023 was $ 12.5 million. 30 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Performance-Based Stock Units The activity related to the Company's PSUs for the six months ended June 30, 2023 was as follows: Shares Weighted Average Grant Date Fair Value Unvested balance at January 1, 2023 6,653,503 $ 2.52 Granted 1,745,736 $ 3.25 Vested ( 381,071 ) $ 6.91 Forfeited ( 1,690,057 ) $ 4.05 Unvested balance at June 30, 2023 6,328,111 $ 2.08 The total grant date fair value of shares of restricted stock underlying PSUs that vested during the six months ended June 30, 2023 was $ 2.6 million. Stock-Based Compensation The condensed consolidated statements of operations include stock-based compensation for the three and six months ended June 30, 2023 and 2022 as follows (in thousands): Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Product cost of revenue $ 115 $ 107 $ 264 $ 206 Service cost of revenue 526 494 1,061 975 Research and development 1,300 1,240 2,562 2,446 Sales and marketing 2,142 1,480 4,271 2,851 General and administrative 2,033 1,078 3,806 2,176 $ 6,116 $ 4,399 $ 11,964 $ 8,654 At June 30, 2023, there was $ 26.3 million, net of expected forfeitures, of unrecognized stock-based compensation expense related to unvested RSUs and PSUs. This expense is expected to be recognized over a weighted average period of approximately two years . (16) LEASES The Company has operating leases for corporate offices and research and development facilities and has historically had finance leases for certain equipment. Operating leases are reported separately in the Company's condensed consolidated balance sheets. Assets acquired under finance leases, if any, are included in Property and equipment, net, in the condensed consolidated balance sheets. The Company determines if an arrangement is a lease at inception. A contract is determined to contain a lease component if the arrangement provides the Company with a right to control the use of an identified asset. Lease agreements may include lease and non-lease components. In such instances for all classes of underlying assets, the Company does not separate lease and non-lease components but rather, accounts for the entire arrangement under leasing guidance. Leases with an initial term of 12 months or less are not recorded on the balance sheet and lease expense for these leases is recognized on a straight-line basis over the lease term. Right-of-use assets and lease liabilities are initially measured based on the present value of the future minimum fixed lease payments (i.e., fixed payments in the lease contract) over the lease term at the commencement date. As the Company's existing leases do not have a readily determinable implicit rate, the Company uses its incremental borrowing rate based on the 31 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) information available at the commencement date in determining the present value of future minimum fixed lease payments. The Company calculates its incremental borrowing rate to reflect the interest rate that it would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term and considers its historical borrowing activities and market data from entities with comparable credit ratings in this determination. The measurement of the right-of-use asset also includes any lease payments made prior to the commencement date (excluding any lease incentives) and initial direct costs incurred. The Company assessed its right-of-use assets for impairment as of June 30, 2023 and December 31, 2022 and determined no impairment has occurred. Lease terms may include options to extend or terminate the lease and the Company incorporates such options in the lease term when it has the unilateral right to make such an election and it is reasonably certain that the Company will exercise that option. In making this determination, the Company considers its prior renewal and termination history and planned usage of the assets under lease, incorporating expected market conditions. For operating leases, lease expense for minimum fixed lease payments is recognized on a straight-line basis over the lease term. The expense for finance leases includes both interest and amortization expense components, with the interest component calculated based on the effective interest method and the amortization component calculated based on straight-line amortization of the right-of-use asset over the lease term. Lease contracts may contain variable lease costs, such as common area maintenance, utilities and tax reimbursements that vary over the term of the contract. Variable lease costs are not included in minimum fixed lease payments and as a result, are excluded from the measurement of the right-of-use assets and lease liabilities. The Company expenses all variable lease costs as incurred. Certain leased facilities are being partially or fully vacated as part of the 2022 Restructuring Plan and for some of those facilities, the Company has no plans to enter into sublease agreements. Accordingly, the Company accelerated the amortization of those lease assets through the planned cease-use date of each facility, resulting in additional amortization expense of $ 0.4 million and $ 0.6 million, respectively, in the three and six months ended June 30, 2023 and $ 1.0 million in both the three and six months ended June 30, 2022. No variable lease costs were accrued in the three and six months ended June 30, 2023 for future estimated variable expenses related to assets partially or fully vacated with no intent or ability to sublease. Variable lease costs for the three and six months ended June 30, 2022 included accruals of $ 0.3 million for all future estimated variable expenses related to certain assets partially or fully vacated with no intent or ability to sublease. All accelerated amortization and accrual of future variable costs are recorded as Restructuring and related expense in the Company's condensed consolidated statements of operations. At June 30, 2023 and December 31, 2022, the Company had accruals of $ 1.7 million and $ 2.0 million, respectively, for all future anticipated variable lease costs related to these facilities. The Company may incur additional future expense if it is unable to sublease other locations included in the Facilities Consolidations Initiatives. The Company leases its corporate offices and other facilities under operating leases, which expire at various times through 2032. The Company's right-of-use lease assets and lease liabilities at June 30, 2023 and December 31, 2022 were as follows (in thousands): Classification June 30, 2023 December 31, 2022 Assets: Operating lease assets Operating lease right-of-use assets $ 42,390 $ 44,888 Liabilities: Current Operating Operating lease liabilities $ 15,340 $ 15,416 Non-Current Operating Operating lease liabilities, net of current 41,827 46,183 Total Operating lease liabilities $ 57,167 $ 61,599 32 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) The components of lease expense for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three months ended Six months ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Operating lease cost* $ 4,737 $ 5,538 $ 9,497 $ 10,168 Finance lease cost: Amortization of leased assets — 88 — 180 Interest on lease liabilities — 4 — 10 Short-term lease cost 3,663 3,123 7,090 6,841 Variable lease costs (costs excluded from minimum fixed lease payments)** 904 1,033 1,706 1,859 Sublease income ( 393 ) ( 447 ) ( 823 ) ( 937 ) Net lease cost $ 8,911 $ 9,339 $ 17,470 $ 18,121 * Operating lease costs for the three and six months ended June 30, 2023 included $ 0.4 million and $ 0.6 million, respectively, of accelerated amortization for certain assets partially or fully vacated with no intent or ability to sublease. Operating lease costs for the three and six months ended June 30, 2022 included $ 1.0 million of accelerated amortization for certain assets partially or fully vacated with no intent or ability to sublease. ** No variable lease costs were accrued in the three and six months ended June 30, 2023 for future estimated variable expenses related to certain assets partially or fully vacated with no intent or ability to sublease. Variable lease costs for the three and six months ended June 30, 2022 included accruals of $ 0.3 million for all future estimated variable expenses related to certain assets partially or fully vacated with no intent or ability to sublease. Cash flow information related to the Company's leases for the six months ended June 30, 2023 and 2022 was as follows (in thousands): Six months ended June 30, 2023 June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 9,553 $ 8,338 Operating cash flows for finance leases $ — $ 10 Financing cash flows for finance leases $ — $ 341 Other information related to the Company's leases as of June 30, 2023 and December 31, 2022 was as follows: June 30, 2023 December 31, 2022 Weighted average remaining lease term (years): Operating leases 5.66 5.90 Weighted average discount rate: Operating leases 6.05 % 5.79 % 33 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) Future minimum fixed lease payments under noncancelable leases at June 30, 2023 were as follows (in thousands): Operating leases Remainder of 2023 $ 9,469 2024 17,084 2025 9,115 2026 7,424 2027 6,615 2028 18,430 Total lease payments 68,137 Less: interest ( 10,970 ) Present value of lease liabilities $ 57,167 (17) INCOME TAXES The Company recorded income tax provisions of $ 6.9 million and $ 6.2 million in the six months ended June 30, 2023 and 2022, respectively. These amounts reflect the Company's estimates of the effective rates expected to be applicable for the respective full years, adjusted for any discrete events, which are recorded in the period in which they occur. These estimates are reevaluated each quarter based on the Company's estimated tax expense for the full fiscal year. The estimated effective tax rate includes the impact of valuation allowances in various jurisdictions. The Company intends to continue to maintain a valuation allowance on its deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of the respective allowances. (18) RELATED PARTIES The Company recognized revenue from its largest stockholder of $ 5.0 million and $ 0.7 million in the three months ended June 30, 2023 and 2022, respectively, and $ 5.8 million and $ 1.1 million in the six months ended June 30, 2023 and 2022 , respectively. Additionally, as discussed in Note 11, certain related party stockholders participated in the Private Placement. (19) COMMITMENTS AND CONTINGENCIES Liabilities for Royalty Payments to the IIA Prior to the Company's acquisition of ECI Telecom Group Ltd. ("ECI"), ECI had received research and development grants from the Office of the Innovation Authority of the Israeli Ministry of Economics (the "IIA"). The Company assumed ECI's contract with the IIA, which requires the Company to pay royalties to the IIA on proceeds from the sale of products which the Israeli government has supported by way of research and development grants. The royalties for grants prior to 2017 were calculated at the rates of 1.3 % to 5.0 % of the aggregated proceeds from the sale of such products developed at certain of the Company's R&D centers, up to an amount not exceeding 100 % of such grants plus interest at LIBOR. Effective for grants approved in 2017 and subsequently, interest was calculated at the higher of LIBOR plus 1.5 % to 2.75 %. At June 30, 2023, the Company's maximum possible future royalties commitment, including $ 3.8 million of unpaid royalties accrued, was $ 24.9 million , including interest of $ 1.2 million , based on estimates of future product sales, grants received from the IIA not yet repaid, and management's estimation of products still to be sold. Litigation The Company is often a party to disputes and legal proceedings that it considers routine and incidental to its business, including those described below. The Company believes that it has meritorious defenses to the allegations made in the pending cases and intends to vigorously defend these lawsuits; however, the Company is unable currently to forecast the ultimate 34 RIBBON COMMUNICATIONS INC. Notes to Condensed Consolidated Financial Statements (Continued) (unaudited) outcome of these or similar matters. Since it is difficult to predict the outcome of legal proceedings, it is possible that the ultimate outcomes could materially and adversely affect the Company’s business, financial position, results of operations or cash flows. Accordingly, with respect to these proceedings, the Company is currently unable to reasonably estimate the possible loss or range of possible loss. Miller Complaint. On November 8, 2018, Ron Miller, a purported stockholder of the Company, filed a Class Action Complaint (the "Miller Complaint") in the United States District Court for the District of Massachusetts (the "Massachusetts District Court") against the Company and three of its former officers (collectively, the "Defendants"), claiming to represent a class of purchasers of Sonus common stock during the period from January 8, 2015 through March 24, 2015 and alleging violations of the federal securities laws. Similar to a previous complaint entitled Sousa et al. vs. Sonus Networks, Inc. et al., which was dismissed with prejudice by an order dated June 6, 2017, the Miller Complaint claims that the Defendants made misleading forward-looking statements concerning Sonus' expected fiscal first quarter of 2015 financial performance, which statements were also the subject of an August 7, 2018 Securities and Exchange Commission Cease and Desist Order, whose findings the Company neither admitted nor denied. The Miller plaintiffs are seeking monetary damages. After the Miller Complaint was filed, several parties filed and briefed motions seeking to be selected by the Massachusetts District Court to serve as a Lead Plaintiff in the action. On June 21, 2019, the Massachusetts District Court appointed a group as Lead Plaintiffs and the Lead Plaintiffs filed an amended complaint on July 19, 2019. On August 30, 2019, the Defendants filed a motion to dismiss the Miller Complaint and, on October 4, 2019, the Lead Plaintiffs filed an opposition to the motion to dismiss. There was an oral argument on the motion to dismiss on February 12, 2020, and on October 20, 2022 the court denied the motion to dismiss. In June 2023, the Defendants agreed to a settlement in principle with the named plaintiffs. The proposed settlement remains subject to approval by the court and the effected stockholders. If approved, the proposed settlement would provide a release of all claims asserted in the litigation to all Defendants, who continue to deny liability, and the proposed settlement amount is expected to be fully paid by the Company's Directors and Officers liability insurance. Charter Complaint. On September 19, 2022, Charter Communications Operating, LLC (“Charter”) filed two complaints against two of our subsidiaries (Sonus Networks, Inc. and Ribbon Communications Operating Company, Inc.) alleging breach of contract with respect to indemnification obligations purportedly owed to Charter in connection with Charter’s legal dispute with Sprint Communications Company L.P., which was settled by Charter in March 2022. One complaint was filed in the Supreme Court of the State of New York, in New York County; the second complaint was filed by Charter as well as co-plaintiffs Charter Communications Holding Company, LLC and Bright House Networks, LLC, in the Superior Court of the State of Delaware in and for New Castle County. In both complaints, Charter is seeking monetary damages. The Company filed its answer to the first complaint file in New York on December 7, 2022 and to the second complaint filed in Delaware on January 9, 2023. Discovery is on-going and the court in the Delaware complaint has set a preliminary trial date of January 2025. 35