PR Newswire | Aug 5, 2020 04:10PM EDT

08/05 15:10 CDT

Ribbon Communications Inc. Reports Second Quarter 2020 Financial ResultsRevenue for Q2'20 grew to $210 millionRibbon Announces Strategic Sale of Kandy Communications PlatformSoftware Product Sales grew 50% in Q2'20 compared to Q2'19 WESTFORD, Mass., Aug. 5, 2020

WESTFORD, Mass., Aug. 5, 2020 /PRNewswire/ -- Ribbon Communications Inc. (Nasdaq: RBBN), a global provider of converged communications software and network solutions to Service Providers, Enterprises, and critical infrastructure sectors, today announced its financial results for the second quarter of 2020.

Revenue for the second quarter of 2020 was $210 million, compared to $145 million for the second quarter of 2019, an increase of 45%. Approximately $64 million of the year-over-year revenue increase was attributable to the acquisition of ECI Telecom Group, Ltd. (ECI), which closed on March 3, 2020.

"We are pleased with our second quarter financial results during these challenging times. Demand for our industry leading voice-over-IP real-time communications solutions was strong as service providers and enterprises continue to increase capacity to support work-from-home communication and collaboration needs. We also began to see a recovery in our Packet Optical business compared to our first quarter 2020 as customers restarted delayed projects and initiated new deployments," said Bruce McClelland, President and Chief Executive Officer of Ribbon Communications.

Mr. McClelland added, "We were especially proud of the confidence that Bharti Airtel has demonstrated in Ribbon to support the upgrade of their packet optical network that will readily support deployment of 5G enabled services."

Financial Highlights1,2The following table summarizes the consolidated financial highlights for the three and six months ended June 30, 2020 and 2019 (in millions, except per share amounts).

Three months ended Six months ended

June 30, June 30,

2020 2019 2020 2019

GAAP Revenue $ 210 $ 145 $ 368 $ 264

GAAP Net (loss) income $ (8) $ 49 $ $ 19 (41)

Non-GAAP Net income $ 8 $ 16 $ $ 9 7

GAAP (loss) per share or diluted earnings per share $ (0.06) $ 0.45 $ $ 0.17 (0.31)

Weighted average GAAP shares 144 111 133 110

Non-GAAP Diluted earnings per share $ 0.06 $ 0.14 $ 0.07 $ 0.06

Weighted average diluted shares 151 111 136 110

Non-GAAP Adjusted EBITDA $ 30 $ 22 $ $ 20 39

Cash was $94 million at June 30, 2020, compared with $110 million at March 31,2020 and $51 million at June 30, 2019.

^1 Results for the three months ended June 30, 2020 represent three months ofRibbon and ECI. Results for the three months ended June 30, 2019 representthree months of Ribbon only. Results for the six months ended June 30, 2020represent six months of Ribbon and the period March 3, 2020 to June 30, 2020for ECI.

^2 Please see the reconciliations of non-GAAP financial measures to the mostdirectly comparable GAAP measures and additional information about non-GAAPmeasures in the section entitled "Discussion of Non-GAAP Financial Measures" inthe press release appendix.

"Revenue was $210 million and Adjusted EBITDA was $30 million in the second quarter of 2020," said Mick Lopez, Chief Financial Officer of Ribbon Communications. "Our 31 percent year-over-year growth in profitability was driven by improving software revenue mix coupled with our cost reduction efforts."

Customer and Company Highlights

* In addition to Bharti Airtel's network expansion with Ribbon's 5G-native packet optical solution, eight new packet optical customers were added across various industries and geographies. * Ribbon secured an order with a major US mobile carrier for a new VoLTE voice transcoding platform to support both 4G AMR wideband voice codec and NextGen 5G Enhanced Voice Services (EVS) codecs. * Ribbon partnered with Bandwidth to rapidly increase network capacity leveraging a cloud-based deployment on the AWS public cloud platform to address significant traffic growth. In all, Ribbon supported eight new carriers to increase capacity to address unforeseen demand. * Ribbon's packet optical networking portfolio was ranked "very strong" in a recent GlobalData report that focused specifically on 5G Transport solutions. * This week, the Company launched Ribbon Connect, a portfolio of subscription based "as-a-service" offerings. The first offer supports Microsoft Teams Direct Routing and enables carrier-grade voice calling capabilities in minutes.

Kandy Communications Platform SaleEarlier today, Ribbon announced that it has entered into a definitive agreement with AVCtechnologies to sell the Kandy Communications Platform in an all-stock transaction. The proposed transaction combines AVCtechnologies' 30+ years of experience delivering exceptional white-glove customer service to enterprise customers across a range of managed IT solutions with Kandy's pure-play, industry-leading, proprietary UCaaS, CPaaS, and CCaaS platform to provide a best-in-class, end-to-end communication experience for channel partners, their customers and end users.

Under the agreement, AVCtechnologies will issue thirteen million shares of its common stock to Ribbon Communications. The transaction is expected to close in the second half of 2020 and is subject to receipt of the approval of AVCtechnologies' stockholders, AVCtechnologies' completion of necessary financing, approval of the lenders under Ribbon's credit facility, as well as other customary closing conditions.

Business OutlookThe Company's outlook is based on current indications for its business, which are subject to change. For the third quarter of 2020, the Company projects revenue of $210 million to $220 million, non-GAAP earnings per share of $0.05 to $0.07, and Adjusted EBITDA of $25 million to $29 million. The current outlook provided does not include the effect of the proposed sale of Kandy.

Upcoming Third Quarter 2020 Virtual Investor Conference Schedule

* August 11, 2020 - Oppenheimer Virtual Technology, Internet & Communications Conference (one-on-one institutional investor meetings). * September 1, 2020 - Jefferies Semiconductor, IT Hardware and Communications Infrastructure Summit (one-on-one institutional investor meetings). * September 14, 2020 - Jefferies Software Conference (presentation and one-on-one institutional investor meetings).

Conference Call Details

Conference call to discuss its financial results for the second quarter ended June 30, 2020 on August 5, 2020, via the investor section of its website at http://investors.ribboncommunications.com, where a replay will also be available shortly following the conference call.

Conference Call Details:Date: August 5, 2020Time: 4:30 p.m. (ET)Dial-in number (Domestic): 877-407-2991

Dial-in number (Intl): 201-389-0925

Instant Telephone Access: Call me(tm)

Replay information:

A telephone playback of the call will be available following the conference call until August 19, 2020 and can be accessed by calling 877-660-6853 or 201-612-7415 for international callers. The reservation number for the replay is 13706972.

Investor RelationsMonica Gould +1 (212) 871-3927 IR @rbbn.com

North American PressDennis Watson+1 (214) 695-2224 dwatson@rbbn.com

APAC, CALA & EMEA PressCatherine Berthier+1 (646) 741-1974 cberthier@rbbn.com

Analyst RelationsMichael Cooper+1 (708) 212-6922mcooper@rbbn.com

About RibbonRibbon Communications (Nasdaq: RBBN), which recently merged with ECI Telecom Group, delivers global communications software and network solutions to service providers, enterprises and critical infrastructure sectors. We engage deeply with our customers, helping them modernize their networks for improved competitive positioning and business outcomes in today's smart, always-on and data-hungry world. Our innovative, end-to-end solutions portfolio delivers unparalleled scale, performance, and agility, including core to edge IP solutions, UCaaS/CPaaS cloud offers, leading-edge software security and analytics tools, as well as packet and optical networking leveraging ECI's Elastic Network technology. To learn more about Ribbon visit rbbn.com. For more information about our Elastic Network technology packet optical portfolio visit ecitele.com.

Important Information Regarding Forward-Looking StatementsThe information in this release contains "forward-looking" statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to several risks and uncertainties. All statements other than statements of historical facts contained in this release, including without limitation statements regarding the proposed sale of the Kandy Communications platform, projected revenues, earnings and Adjusted EBITDA for the third quarter 2020 and beyond, the anticipated impact of COVID-19 on our business, the expected benefits from our acquisition of ECI, and plans and objectives of management for future operations are forward-looking statements. Without limiting the foregoing, the words "believes", "estimates", "expects", "expectations", "intends", "may", "plans", "projects" and other similar language, whether in the negative or affirmative, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated in these forward-looking statements due to various risks, uncertainties and other important factors, including, among others, risks related to the COVID-19 pandemic and its impact on the global economy and financial markets, as well as on the Company, our customers, and suppliers, which may impact our sales, gross margin, customer demand and our ability to supply our products to our customers; risks that the businesses of ECI will not be integrated successfully or that the combined companies will not realize estimated cost savings; failure to realize anticipated benefits of the merger with ECI; disruptions from the integration efforts that could harm our business; failure to consummate the proposed sale of the Kandy Communications platform; failure to make or take any filing or other action required to consummate the proposed Kandy transaction in a timely matter or at all; failure to satisfy other closing conditions to the Kandy transaction; failure to realize anticipated benefits from the Kandy transaction; potential litigation relating to the proposed Kandy transaction and disruptions from the proposed transaction that could harm our business; the potential impact of announcement or consummation of the proposed Kandy transaction on relationships with third parties, including customers, employees and competitors; our ability to recruit and retain key personnel; reductions in customer spending; geopolitical tensions, including those in India, that could disrupt shipments to customers; a slowdown in customer payments and changes in customer requirements, including the timing of customer purchasing decisions and our recognition of revenues; conditions in the credit markets, credit risks and risks related to the terms of our credit agreement; the parties' international operations, which are subject to the risks of currency fluctuations and foreign exchange controls; ability to attract new customers and retain existing customers in the manner anticipated; unpredictable fluctuations in quarterly revenue and business from our existing customers; our ability to maintain partner, reseller, distribution and vendor support and supply relationships; increases in tariffs, trade restrictions or taxes on our products; and currency fluctuations.

These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect our business and results from operations. Additional information regarding these and other factors can be found in our reports filed with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2019 and our Form 10-Q for the quarter ended March 31, 2020. In providing forward-looking statements, the Company expressly disclaims any obligation to update these statements publicly or otherwise, whether as a result of new information, future events or otherwise, except as required by law.

Discussion of Non-GAAP Financial MeasuresRibbon Communications' management uses several different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of the business, making operating decisions, planning and forecasting future periods, and determining payments under compensation programs. Our annual financial plan is prepared on a non-GAAP basis and is approved by our board of directors. Budgeting and forecasting for revenue and expenses are conducted on a non-GAAP basis and actual results on a non-GAAP basis are assessed against the annual financial plan. We consider the use of non-GAAP financial measures helpful in assessing the core performance of our continuing operations and when planning and forecasting future periods. By continuing operations, we mean the ongoing results of the business adjusted for certain expenses and credits, including, but not limited to, stock-based compensation; amortization of intangible assets; certain litigation costs; acquisition- and integration-related expense; restructuring and related expense; a reduction to deferred purchase consideration; the gain on a litigation settlement; and the tax effect of these adjustments. While our management uses non-GAAP financial measures as a tool to enhance their understanding of certain aspects of our financial performance, our management does not consider these measures to be a substitute for, or superior to, GAAP measures. In addition, our presentations of these measures may not be comparable to similarly titled measures used by other companies. These non-GAAP financial measures should not be considered alternatives for, or in isolation from, the financial information prepared and presented in accordance with GAAP.

Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, many of the adjustments to our financial measures reflect the exclusion of items that are recurring and will be reflected in our financial results for the foreseeable future.

Stock-Based CompensationStock-based compensation expense is different from other forms of compensation, as it is a non-cash expense. For example, a cash salary generally has a fixed and unvarying cash cost. In contrast, the expense associated with an equity-based award is generally unrelated to the amount of cash ultimately received by an employee, and the cost to us is based on a stock-based compensation valuation methodology, subjective assumptions and the variety of award types, all of which may vary over time. We evaluate performance without these measures because stock-based compensation expense is influenced by the Company's stock price and other factors, such as volatility and interest rates that are beyond our control. The expense related to stock-based awards is generally not controllable in the short-term and can vary significantly based on the timing, size and nature of awards granted. As such, we do not include such charges in our operating plans, and we believe that presenting non-GAAP operating results that exclude stock-based compensation provides investors with visibility and insight into our management's method of analysis and the Company's core operating performance. It is reasonable to expect that stock-based compensation will continue in future periods.

Amortization of Intangible AssetsWe exclude the amortization of acquired intangible assets from non-GAAP expense and income measures. These amortization amounts are inconsistent in frequency and amount and are significantly impacted by the timing and size of acquisitions. Although we exclude amortization of acquired intangible assets from our non-GAAP expenses, we believe that it is important for investors to understand that intangible assets contribute to revenue generation. We believe that excluding non-cash amortization of intangible assets facilitates the comparison of our financial results to our historical operating results and to other companies in our industry as if the acquired intangible assets had been developed internally rather than acquired. Amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized.

Litigation CostsWe were involved in litigation with a certain competitor with whom we reached a settlement in the second quarter of 2019, under which the competitor agreed to pay us an aggregate amount of $63.0 million (see also "Litigation Settlement" below). In connection with this litigation, we incurred litigation costs beginning in the fourth quarter of 2017. In addition, we reached a settlement with a former business partner of GENBAND regarding amounts loaned to this former business partner that were never repaid. The credit to litigation expense in the second quarter of 2020 represents discounts on certain legal invoices and insurance reimbursements related to litigation aggregating $0.9 million. These litigation costs and credits are included as components of general and administrative expense. We believe that such costs are not part of our core business or ongoing operations. Accordingly, we believe that excluding the litigation costs related to these specific legal matters facilitates the comparison of our financial results to our historical operating results and to other companies in our industry.

Acquisition- and Integration-Related ExpenseWe consider certain acquisition- and integration-related costs to be unrelated to the organic continuing operations of our acquired businesses and the Company, and such costs are generally not relevant to assessing or estimating the long-term performance of the acquired assets. The size, complexity and/or volume of an acquisition, which often drive the magnitude of acquisition- and integration-related costs, may not be indicative of future acquisition- and integration-related costs. By excluding these acquisition- and integration-related costs from our non-GAAP measures, we believe that our management is better able to evaluate our ability to utilize our existing assets and estimate the long-term value that the acquired assets will generate for us. We exclude certain acquisition- and integration-related costs to allow more accurate comparisons of our financial results to our historical operations and the financial results of less acquisitive peer companies. In addition, we believe that providing supplemental non-GAAP measures that exclude these items allows management and investors to consider the ongoing operations of the business both with and without such expenses.

Restructuring and Related ExpenseWe have recorded restructuring and related expense to streamline operations and reduce operating costs by closing and consolidating certain facilities and reducing our worldwide workforce. We review our restructuring accruals and facilities requirements regularly and record adjustments to these estimates as required. We believe that excluding restructuring and related expense facilitates the comparison of our financial results to our historical operating results and to other companies in our industry, as there are no future revenue streams or other benefits associated with these costs.

Gain on Litigation SettlementWe were involved in litigation with a certain competitor with whom we reached a settlement in the second quarter of 2019, under which the competitor agreed to pay us an aggregate amount of $63.0 million (see "Litigation Costs" above). This gain is included as a component of other (expense) income, net. We believe that such gains are not part of our core business or ongoing operations. Accordingly, we believe that excluding the gain on the litigation settlement related to this specific legal matter facilitates the comparison of our financial results to our historical operating results and to other companies in our industry.

Reduction to Deferred Purchase ConsiderationWe recorded $8.1 million in other (expense) income, net, in the first quarter of 2019 related to the reduction of cash deferred purchase consideration for Edgewater. We believe that such reductions to cash deferred purchase consideration are not part of our core business or ongoing operations, as they relate to specific acquisitive transactions. Accordingly, we believe that excluding such reductions related to acquisition transactions facilitates the comparison of our financial results to our historical results and to other companies in our industry.

Tax Effect of Non-GAAP AdjustmentsBeginning with the second quarter of 2019, non-GAAP income tax expense is presented based on an estimated tax rate applied against forecasted annual non-GAAP income. The non-GAAP income tax expense assumes no available net operating losses or any valuation allowances for the U.S. because of reporting significant cumulative non-GAAP income over the past several years. Due to the methodology applied to our estimated annual tax rate, our estimated tax rate on non-GAAP income will differ from our GAAP tax rate and from our actual tax liabilities.

Adjusted EBITDAWe use Adjusted EBITDA as a supplemental measure to review and assess our performance. We calculate Adjusted EBITDA by excluding from net income (loss): interest expense, net; income tax provision; depreciation; and amortization of intangible assets. In addition, we exclude from net income (loss): stock-based compensation expense; certain litigation costs; acquisition- and integration-related expense; restructuring and related expense; and other (expense) income, net. In general, we add back the expenses that we consider to be non-cash and/or not part of our ongoing operations. Adjusted EBITDA is a non-GAAP financial measure that is used by our investing community for comparative and valuation purposes. We disclose this metric to support and facilitate our dialogue with research analysts and investors. Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

We believe that providing non-GAAP information to investors, in addition to the GAAP presentation, will allow investors to view the financial results in the way our management views them. We further believe that providing this information helps investors to better understand our core financial and operating performance and evaluate the efficacy of the methodology and information used by our management to evaluate and measure such performance.

RIBBON COMMUNICATIONS INC.

Consolidated Statements of Operations

(in thousands, except percentages and per share amounts)

(unaudited)

Three months ended

June 30, March 31, June 30,

2020 2020 2019

Revenue:

Product $ 120,862 $ $ 75,899 72,059

Service 89,631 82,083 73,362

Total revenue 210,493 157,982 145,421

Cost of revenue:

Product 61,529 44,933 36,433

Service 36,647 31,479 28,315

Total cost of 98,176 76,412 64,748 revenue

Gross profit 112,317 81,570 80,673

Gross margin:

Product 49.1% 40.8% 49.4%

Service 59.1% 61.6% 61.4%

Total gross 53.4% 51.6% 55.5% margin

Operating expenses:

Research and 51,796 42,295 35,301 development

Sales and marketing 37,617 36,351 28,893

General and 15,094 17,205 12,466 administrative

Acquisition- and 857 12,384 1,965 integration-related

Restructuring and 5,361 2,075 9,144 related

Total operating 110,725 110,310 87,769 expenses

Income (loss) from 1,592 (28,740) (7,096)operations

Interest expense, net (5,400) (3,395) (1,262)

Other (expense) (2,407) (844) 62,861income, net

(Loss) income before (6,215) (32,979) 54,503income taxes

Income tax provision (2,036) (191) (5,033)

Net (loss) income $ (8,251) $ $ (33,170) 49,470

(Loss) earnings pershare:

Basic $ (0.06) $ $ (0.27) 0.45

Diluted $ (0.06) $ $ (0.27) 0.45

Weighted average shares used to compute (loss)earnings per share:

Basic 144,483 120,992 110,394

Diluted 144,483 120,992 110,698

RIBBON COMMUNICATIONS INC.

Consolidated Statements of Operations

(in thousands, except percentages and per share amounts)

(unaudited)

Six months ended

June 30, June 30,

2020 2019

Revenue:

Product $ 196,761 $ 119,539

Service 171,714 144,810

Total revenue 368,475 264,349

Cost of revenue:

Product 106,462 69,580

Service 68,126 57,507

Total cost of 174,588 127,087 revenue

Gross profit 193,887 137,262

Gross margin:

Product 45.9% 41.8%

Service 60.3% 60.3%

Total gross 52.6% 51.9% margin

Operating expenses:

Research and 94,091 71,234 development

Sales and marketing 73,968 58,952

General and 32,299 31,160 administrative

Acquisition- and 13,241 5,164 integration-related

Restructuring and 7,436 14,076 related

Total operating 221,035 180,586 expenses

Loss from operations (27,148) (43,324)

Interest expense, net (8,795) (2,626)

Other (expense) income, net (3,251) 70,635

(Loss) income before income (39,194) 24,685taxes

Income tax provision (2,227) (6,047)

Net (loss) income $ (41,421) $ 18,638

(Loss) earnings per share:

Basic $ (0.31) $ 0.17

Diluted $ (0.31) $ 0.17

Weighted average shares used to compute (loss) earnings pershare:

Basic 132,737 109,239

Diluted 132,737 109,672

RIBBON COMMUNICATIONS INC.

Consolidated Balance Sheets

(in thousands)

(unaudited)

June 30, December 31,

2020 2019

Assets

Current assets:

Cash and cash equivalents $ $ 80,992 44,643

Restricted cash 13,052 -

Accounts receivable, net 204,601 192,706

Inventory 58,047 14,800

Other current assets 52,121 27,146

Total current assets 408,813 279,295

Property and equipment, net 48,004 28,976

Intangible assets, net 449,263 213,366

Goodwill 416,892 224,896

Deferred income taxes 6,416 4,959

Operating lease right-of-use assets 63,938 36,654

Other assets 34,736 26,762

$ $ 1,428,062 814,908

Liabilities and Stockholders' Equity

Current liabilities:

Current portion of term debt $ $ 14,850 2,500

Revolving credit facility - 8,000

Accounts payable 73,066 31,412

Accrued expenses and other 130,727 56,700

Operating lease liabilities 18,300 7,719

Deferred revenue 105,694 100,406

Total current liabilities 342,637 206,737

Long-term debt, net of current 377,302 45,995

Operating lease liabilities, net of 53,122 37,202current

Deferred revenue, net of current 23,844 20,482

Deferred income taxes 17,720 4,648

Other long-term liabilities 68,660 16,589

Total liabilities 883,285 331,653

Commitments and contingencies

Stockholders' equity:

Common stock 14 11

Additional paid-in capital 1,863,374 1,747,784

Accumulated deficit (1,308,488) (1,267,067)

Accumulated other comprehensive (loss) (10,123) 2,527 income

Total stockholders' equity 544,777 483,255

$ $ 1,428,062 814,908

RIBBON COMMUNICATIONS INC.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Six months ended

June 30, June 30,

2020 2019

Cash flows from operating activities:

Net (loss) income $ $ (41,421) 18,638

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

Depreciation and amortization of property and 8,260 5,891 equipment

Amortization of intangible assets 29,003 24,569

Amortization of debt issuance costs 2,554 175

Stock-based compensation 6,198 5,669

Deferred income taxes 97 4,358

Reduction in deferred purchase consideration (69) (8,124)

Foreign currency exchange losses 3,463 521

Changes in operating assets and liabilities:

Accounts receivable 45,422 33,121

Inventory 773 6,159

Other operating assets 14,282 (21,026)

Accounts payable (41,515) (12,763)

Accrued expenses and other long-term 9,111 (17,129) liabilities

Deferred revenue 554 (10,940)

Net cash provided by operating activities 36,712 29,119

Cash flows from investing activities:

Purchases of property and equipment (14,891) (6,153)

Business acqusitions, net of cash acquired (346,852) -

Maturities of marketable securities - 7,295

Proceeds from the sale of fixed assets 43,500 -

Net cash (used in) provided by investing (318,243) 1,142 activities

Cash flows from financing activities:

Borrowings under revolving line of credit 615 92,000

Principal payments on revolving line of credit (8,615) (112,000)

Proceeds from issuance of term debt 403,500 50,000

Principal payments of long-term debt (52,400) -

Payment of deferred purchase consideration - (21,876)

Principal payment of debt, related party - (24,716)

Principal payments of finance leases (668) (500)

Payment of debt issuance costs (10,573) (884)

Proceeds from the sale of common stock in - 506 connection with employee stock purchase plan

Proceeds from the exercise of stock options 23 190

Payment of tax withholding obligations related to (808) (1,080) net share settlements of restricted stock awards

Repurchase of common stock - (4,536)

Net cash provided by (used in) financing 331,074 (22,896) activities

Effect of exchange rate changes on cash, cash (142) 127equivalents and restricted cash

Net increase in cash, cash equivalents and 49,401 7,492restricted cash

Cash and cash equivalents, beginning of year 44,643 43,694

Cash, cash equivalents and restricted cash, end of $ $ period 94,044 51,186

RIBBON COMMUNICATIONS INC.

Supplemental Information

(in thousands)

(unaudited)

The following tables provide the details of stock-based compensation andamortization of intangible assets included as components of other line itemsin the Company's Consolidated Statements of Operations and the line items inwhich these amounts are reported.

Three months ended Six months ended

June March June June June 30, 31, 30, 30, 30,

2020 2020 2019 2020 2019

Stock-based compensation

$ $ $ $ $ Cost of revenue - product 39 27 22 66 36

Cost of revenue - service 159 130 151 289 243

Cost of revenue 198 157 173 355 279

Research and development expense 738 558 331 1,296 838

Sales and marketing expense 1,011 752 560 1,763 1,544

General and administrative 1,275 1,509 466 2,784 3,008expense

Operating expense 3,024 2,819 1,357 5,843 5,390

$ $ $ $ $ Total stock-based compensation 3,222 2,976 1,530 6,198 5,669

Amortization of intangible assets

$ $ $ $ $ Cost of revenue - product 10,950 8,954 10,092 19,904 19,737

Sales and marketing expense 3,719 5,380 2,555 9,099 4,832

Total amortization of intangible $ $ $ $ $ assets 14,669 14,334 12,647 29,003 24,569

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands, except per share amounts)

(unaudited)

Three months ended

June 30, March 31, June 30,

2020 2020 2019

Revenue $ $ $ 210,493 157,982 145,421

Less revenue attributable to ECI (63,586) (29,951) -

Ribbon standalone revenue $ $ $ 146,907 128,031 145,421

GAAP Total gross margin 53.4% 51.6% 55.5%

Stock-based compensation 0.1% 0.1% 0.1%

Amortization of intangible assets 5.2% 5.7% 6.9%

Non-GAAP Total gross margin 58.7% 57.4% 62.5%

GAAP Total gross profit $ $ $ 112,317 81,570 80,673

Less total gross profit attributable to (21,611) (10,651) -ECI

Ribbon standalone gross profit $ $ $ 90,706 70,919 80,673

Ribbon standalone gross margin (Ribbonstandalone gross profit/Ribbon standalone 61.7% 55.4% 55.5%revenue)

Stock-based compensation 0.1% 0.1% 0.1%

Amortization of intangible assets 5.4% 6.2% 6.9%

Non-GAAP Ribbon standalone gross margin 67.2% 61.7% 62.5%

GAAP Net (loss) income $ $ $ (8,251) (33,170) 49,470

Stock-based compensation 3,222 2,976 1,530

Amortization of intangible assets 14,669 14,334 12,647

Litigation costs (937) 3,038 1,315

Acquisition- and integration-related 857 12,384 1,965expense

Restructuring and related expense 5,361 2,075 9,144

Gain on litigation settlement - - (63,000)

Tax effect of non-GAAP adjustments (6,626) (764) 2,625

Non-GAAP net income $ $ $ 8,295 873 15,696

(Loss) earnings per share

GAAP (loss) per share or diluted earnings $ $ $ per share (0.06) (0.27) 0.45

Stock-based compensation 0.02 0.02 0.01

Amortization of intangible assets 0.10 0.13 0.12

Litigation costs (0.01) 0.02 0.01

Acquisition- and integration-related 0.01 0.10 0.02expense

Restructuring and related expense 0.04 0.02 0.08

Gain on litigation settlement - - (0.57)

Tax effect of non-GAAP adjustments (0.04) (0.01) 0.02

Non-GAAP Diluted earnings per share $ $ $ 0.06 0.01 0.14

Weighted average shares used to compute(loss) per share or diluted earnings pershare

GAAP Shares used to compute (loss) per 144,483 120,992 110,698share or diluted earnings per share

Non-GAAP Shares used to compute diluted 150,512 121,603 110,698earnings per share

Adjusted EBITDA

GAAP Net (loss) income $ $ $ (8,251) (33,170) 49,470

Interest expense, net 5,400 3,395 1,262

Income tax provision 2,036 191 5,033

Depreciation 4,786 3,474 2,970

Amortization of intangible assets 14,669 14,334 12,647

Stock-based compensation 3,222 2,976 1,530

Litigation costs (937) 3,038 1,315

Acquisition- and integration-related 857 12,384 1,965expense

Restructuring and related expense 5,361 2,075 9,144

Other expense (income), net 2,407 844 (62,861)

Non-GAAP Adjusted EBITDA $ $ $ 29,550 9,541 22,475

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands, except per share amounts)

(unaudited)

Six months ended

June 30, June 30,

2020 2019

Revenue $ $ 368,475 264,349

Less revenue attributable to ECI (93,537) -

Ribbon standalone revenue $ $ 274,938 264,349

GAAP Total gross margin 52.6% 51.9%

Stock-based compensation 0.1% 0.1%

Amortization of intangible assets 5.4% 7.5%

Non-GAAP Total gross margin 58.1% 59.5%

GAAP Total gross profit $ $ 193,887 137,262

Less total gross profit attributable to ECI (32,262) -

Ribbon standalone gross profit $ $ 161,625 137,262

Ribbon standalone gross margin (Ribbon standalone 58.8% 51.9%gross profit/Ribbon standalone revenue)

Stock-based compensation 0.1% 0.1%

Amortization of intangible assets 5.7% 7.5%

Non-GAAP Ribbon standalone gross margin 64.6% 59.5%

GAAP Net (loss) income $ $ (41,421) 18,638

Stock-based compensation 6,198 5,669

Amortization of intangible assets 29,003 24,569

Litigation costs 2,101 7,501

Acquisition- and integration-related expense 13,241 5,164

Restructuring and related expense 7,436 14,076

Reduction to deferred purchase consideration - (8,124)

Gain on litigation settlement - (63,000)

Tax effect of non-GAAP adjustments (7,390) 2,625

Non-GAAP net income $ $ 9,168 7,118

(Loss) earnings per share

GAAP (loss) per share or diluted earnings per share $ $ (0.31) 0.17

Stock-based compensation 0.05 0.05

Amortization of intangible assets 0.21 0.21

Litigation costs 0.02 0.07

Acquisition- and integration-related expense 0.10 0.05

Restructuring and related expense 0.05 0.13

Reduction to deferred purchase consideration - (0.07)

Gain on litigation settlement - (0.57)

Tax effect of non-GAAP adjustments (0.05) 0.02

Non-GAAP Diluted earnings per share $ $ 0.07 0.06

Weighted average shares used to compute (loss) pershare or diluted earnings per share

GAAP Shares used to compute (loss) per share or 132,737 109,672diluted earnings per share

Non-GAAP Shares used to compute diluted earnings 136,159 109,672per share

Adjusted EBITDA

GAAP Net (loss) income $ $ (41,421) 18,638

Interest expense, net 8,795 2,626

Income tax provision 2,227 6,047

Depreciation 8,260 5,891

Amortization of intangible assets 29,003 24,569

Stock-based compensation 6,198 5,669

Litigation costs 2,101 7,501

Acquisition- and integration-related expense 13,241 5,164

Restructuring and related expense 7,436 14,076

Other expense (income), net 3,251 (70,635)

Non-GAAP Adjusted EBITDA $ $ 39,091 19,546

RIBBON COMMUNICATIONS INC.

Reconciliation of Non-GAAP and GAAP Financial Measures - Outlook

(unaudited)

Three months ending

September 30, 2020

Range

Revenue $ $ 210 220

(Loss) earnings per share

GAAP outlook $ $ (0.04) (0.02)

Stock-based compensation 0.02 0.02

Amortization of intangible assets 0.11 0.11

Acquisition- and integration-related expense 0.01 0.01

Restructuring and related expense 0.02 0.02

Tax effect of non-GAAP adjustments (0.07) (0.07)

Non-GAAP outlook $ $ 0.05 0.07

Weighted average shares used to compute (loss)per share or diluted earnings per share (inthousands)

GAAPShares used to compute loss per share 145,000 145,000

Non-GAAPShares used to compute diluted 150,000 150,000 earnings per share

Adjusted EBITDA (in $ millions)

GAAP net loss outlook $ $ (6.8) (2.8)

Interest expense, net 5.6 5.6

Income tax benefit (3.9) (3.9)

Depreciation 4.3 4.3

Amortization of intangible assets 16.3 16.3

Stock-based compensation 3.6 3.6

Acquisition- and integration-related expense 1.2 1.2

Restructuring and related expense 3.1 3.1

Other expense, net 1.6 1.6

Non-GAAP outlook $ $ 25.0 29.0

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SOURCE Ribbon Communications Inc.