UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,September 30, 2019
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-38267
RIBBON COMMUNICATIONS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 82-1669692
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer Identification No.)

4 Technology Park Drive, Westford, Massachusetts 01886
(Address of principal executive offices) (Zip code)

(978) 614-8100
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001RBBNThe Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
 
Accelerated filer x
 
Non-accelerated filer o
Smaller reporting company o
 
Emerging growth company o
  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act) o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No x
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001RBBNThe Nasdaq Global Select Market

As of April 26,October 25, 2019, there were 110,554,818110,715,311 shares of the registrant's common stock, $0.0001 par value per share, outstanding.
 


RIBBON COMMUNICATIONS INC.
FORM 10-Q
QUARTERLY PERIOD ENDED MARCH 31,SEPTEMBER 30, 2019
TABLE OF CONTENTS

Item Page Page
PART I FINANCIAL INFORMATIONPART I FINANCIAL INFORMATION PART I FINANCIAL INFORMATION 
  
  
PART II OTHER INFORMATIONPART II OTHER INFORMATION PART II OTHER INFORMATION 




Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to a number of risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future expenses, results of operations and financial position, integration activities, potential stock repurchases, anticipatedremaining settlement payments, beliefs about our market capitalization, business strategy, statements about the potential impact of the merger and acquisition transactions described herein, plans and objectives of management for future operations, plans for future cost reductions, restructuring activities and plans for future product development and manufacturing are forward-looking statements. Without limiting the foregoing, the words "anticipates", "believes", "could", "estimates", "expects", "intends", "may", "plans", "seeks" 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. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements including, but not limited to, our successful integration activities with respect to recently completed acquisitions; our ability to realize the benefits from mergers and acquisitions; the effects of disruption from mergers and acquisitions, making it more difficult to maintain relationships with employees, customers, business partners or government entities; unpredictable fluctuations in quarterly revenue and operating results; failure to compete successfully against telecommunications equipment and networking companies; failure to grow our customer base or generate recurring business from our existing customers; consolidation in the telecommunications industry; credit risks; the timing of customer purchasing decisions and our recognition of revenues; economic conditions; our ability to recruit and retain key personnel; difficulties supporting our strategic focus on channel sales; difficulties retaining and expanding our customer base; difficulties leveraging market opportunities; the impact of restructuring and cost-containment activities; litigation; actions taken by significant stockholders; difficulties providing solutions that meet the needs of customers; market acceptance of our products and services; rapid technological and market change; our ability to protect our intellectual property rights and obtain necessary licenses; our ability to maintain partner, reseller, distribution and vendor support and supply relationships; our negotiating position relative to our large customers; the limited supply of certain components of our products; the potential for defects in our products; risks related to the terms of our credit agreement; higher risks in international operations and markets; the impact of increased competition; increases in tariffs, trade restrictions or taxes on our products; currency fluctuations; changes in the market price of our common stock; and/or failure or circumvention of our controls and procedures. We therefore caution you against relying on any of these forward-looking statements.

Important factors that could cause actual results to differ materially from those in these forward-looking statements are also discussed in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Quarterly Report on Form 10-Q and Part I, Item 1A and Part II, Item 7A, "Risk Factors" and "Quantitative and Qualitative Disclosures About Market Risk," respectively, of our Annual Report on Form 10-K/A for the year ended December 31, 2018. Also, any forward-looking statement made by us in this Quarterly Report on Form 10-Q speaks only as of the date on which this Quarterly Report on Form 10-Q was first filed. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

Presentation of Information

Effective October 27, 2017, we completed the merger (the "Merger") of Sonus Networks, Inc. ("Sonus"), GENBAND Holdings Company, GENBAND, Inc. and GENBAND II, Inc. (collectively, "GENBAND").

Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to "Ribbon," "Ribbon Communications," "Company," "we," "us" and "our" and "the Company" refer to (i) Sonus Networks, Inc. and its subsidiaries prior to the Merger and (ii) Ribbon Communications Inc. and its subsidiaries upon completion of the Merger, as applicable.





PART I FINANCIAL INFORMATION


Item 1. Financial Statements
RIBBON COMMUNICATIONS INC.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)
March 31,
2019
 December 31,
2018
September 30,
2019
 December 31,
2018
Assets
Current assets:      
Cash and cash equivalents$43,938
 $43,694
$40,397
 $43,694
Marketable securities1,998
 7,284

 7,284
Accounts receivable, net134,801
 187,853
162,964
 187,853
Inventory18,870
 22,602
14,103
 22,602
Other current assets20,444
 17,002
29,880
 17,002
Total current assets220,051
 278,435
247,344
 278,435
Property and equipment, net27,630
 27,042
27,023
 27,042
Intangible assets, net250,669
 251,391
225,762
 251,391
Goodwill389,196
 383,655
389,196
 383,655
Deferred income taxes8,969
 9,152
5,463
 9,152
Operating lease right-of-use assets42,166
 
37,132
 
Other assets7,368
 7,484
25,161
 7,484
$946,049
 $957,159
$957,081
 $957,159
Liabilities and Stockholders' Equity
Current liabilities:      
Current portion of long-term debt$2,500
 $
Revolving credit facility$57,000
 $55,000
34,000
 55,000
Accounts payable37,989
 45,304
25,113
 45,304
Accrued expenses and other58,454
 84,263
52,650
 84,263
Operating lease liabilities7,214
 
7,568
 
Deferred revenue109,283
 105,087
83,423
 105,087
Total current liabilities269,940
 289,654
205,254
 289,654
Long-term debt, net of current46,605
 
Long-term debt, related party24,716
 24,100

 24,100
Operating lease liabilities, net of current39,151
 
37,600
 
Deferred revenue, net of current15,793
 17,572
18,687
 17,572
Deferred income taxes4,861
 4,738
4,865
 4,738
Other long-term liabilities12,525
 30,797
13,055
 30,797
Total liabilities366,986
 366,861
326,066
 366,861
Commitments and contingencies (Note 16)
 
Commitments and contingencies (Note 17)
 
Stockholders' equity:      
Preferred stock, $0.01 par value per share; 10,000,000 shares authorized, none issued and outstanding
 

 
Common stock, $0.0001 par value per share; 240,000,000 shares authorized; 110,487,634 shares issued and outstanding at March 31, 2019; 106,815,636 shares issued and outstanding at December 31, 201811
 11
Common stock, $0.0001 par value per share; 240,000,000 shares authorized; 110,156,325 shares issued and outstanding at September 30, 2019; 106,815,636 shares issued and outstanding at December 31, 201811
 11
Additional paid-in capital1,743,136
 1,723,576
1,743,089
 1,723,576
Accumulated deficit(1,167,824) (1,136,992)(1,116,704) (1,136,992)
Accumulated other comprehensive income3,740
 3,703
4,619
 3,703
Total stockholders' equity579,063
 590,298
631,015
 590,298
$946,049
 $957,159
$957,081
 $957,159

See notes to the unaudited condensed consolidated financial statements.



RIBBON COMMUNICATIONS INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)


Three months endedThree months ended Nine months ended
March 31,
2019
 March 31,
2018
September 30,
2019
 September 30,
2018
 September 30,
2019
 September 30,
2018
Revenue:          
Product$47,480
 $51,531
$61,152
 $77,283
 $180,691
 $191,937
Service71,448
 69,649
76,501
 75,185
 221,311
 219,072
Total revenue118,928
 121,180
137,653
 152,468
 402,002
 411,009
Cost of revenue:          
Product33,147
 33,014
31,476
 38,891
 101,056
 102,183
Service29,192
 32,893
27,300
 31,343
 84,807
 96,208
Total cost of revenue62,339
 65,907
58,776
 70,234
 185,863
 198,391
Gross profit56,589
 55,273
78,877
 82,234
 216,139
 212,618
Operating expenses:          
Research and development35,933
 39,049
34,222
 34,403
 105,456
 109,056
Sales and marketing30,059
 31,926
28,227
 31,488
 87,179
 94,152
General and administrative18,694
 15,601
9,673
 15,942
 40,833
 46,571
Acquisition- and integration-related3,199
 4,412
1,697
 5,570
 6,861
 14,262
Restructuring4,932
 6,668
Restructuring and related2,372
 2,397
 16,448
 15,162
Total operating expenses92,817
 97,656
76,191
 89,800
 256,777
 279,203
Loss from operations(36,228) (42,383)
Income (loss) from operations2,686
 (7,566) (40,638) (66,585)
Interest expense, net(1,364) (599)(726) (1,420) (3,352) (2,754)
Other income, net7,774
 248
Loss before income taxes(29,818) (42,734)
Income tax provision(1,014) (2,170)
Net loss$(30,832) $(44,904)
Loss per share:   
Other income (expense), net(507) (1,254) 70,128
 (3,058)
Income (loss) before income taxes1,453
 (10,240) 26,138
 (72,397)
Income tax benefit (provision)197
 82
 (5,850) (2,587)
Net income (loss)$1,650
 $(10,158) $20,288
 $(74,984)
Earnings (loss) per share:       
Basic$(0.29) $(0.44)$0.01
 $(0.10) $0.19
 $(0.73)
Diluted$(0.29) $(0.44)$0.01
 $(0.10) $0.18
 $(0.73)
Shares used to compute loss per share:   
Shares used to compute earnings (loss) per share:       
Basic108,167
 101,917
110,080
 104,918
 109,523
 103,009
Diluted108,167
 101,917
110,756
 104,918
 110,100
 103,009

See notes to the unaudited condensed consolidated financial statements.



RIBBON COMMUNICATIONS INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
(unaudited)


Three months endedThree months ended Nine months ended
March 31,
2019
 March 31,
2018
September 30,
2019
 September 30,
2018
 September 30,
2019
 September 30,
2018
Net loss$(30,832) $(44,904)
Net income (loss)$1,650
 $(10,158) $20,288
 $(74,984)
Other comprehensive income (loss), net of tax:          
Foreign currency translation adjustments(8) 163
270
 (80) 326
 (43)
Unrealized gain (loss) on available-for sale marketable securities, net of reclassification adjustments for realized amounts13
 (72)
 23
 590
 (10)
Employee retirement benefits32
 

 156
 
 156
Other comprehensive income, net of tax37
 91
270
 99
 916
 103
Comprehensive loss$(30,795) $(44,813)
Comprehensive income (loss)$1,920
 $(10,059) $21,204
 $(74,881)

See notes to the unaudited condensed consolidated financial statements.



RIBBON COMMUNICATIONS INC.
Condensed Consolidated Statements of Stockholders' Equity
(in thousands, except shares)
(unaudited)

Three months ended March 31, 2019
 Common stock        
 Shares Amount Additional paid-in capital Accumulated deficit Accumulated other comprehensive income (loss) Total stockholders' equity
Balance at January 1, 2019106,815,636
 $11
 $1,723,576
 $(1,136,992) $3,703
 $590,298
Exercise of stock options88,354
 

 151
     151
Vesting of restricted stock awards and units806,813
 

 

     
Vesting of performance-based stock units9,466
 

 

     
Shares of restricted stock returned to the Company under net share settlements to satisfy tax withholding obligations(181,428) 

 (968)     (968)
Shares issued as consideration in connection with the acquisition of Anova Data, Inc.2,948,793
 

 15,186
     15,186
Reclassification of liability to equity for bonuses converted to stock awards  

 1,052
     1,052
Stock-based compensation expense    4,139
     4,139
Other comprehensive income        37
 37
Net loss      (30,832)   (30,832)
Balance at March 31, 2019110,487,634
 11
 1,743,136
 (1,167,824) 3,740
 579,063
Three months ended September 30, 2019
 Common stock        
 Shares Amount Additional paid-in capital Accumulated deficit Accumulated other comprehensive income Total stockholders' equity
Balance at July 1, 2019110,007,237
 $11
 $1,740,563
 $(1,118,354) $4,349
 $626,569
Exercise of stock options19,009
 

 43
 

 

 43
Vesting of restricted stock awards and units130,580
 

 

 

 

 
Shares of restricted stock returned to the Company under net share settlements to satisfy tax withholding obligations(501) 

 (2) 

 

 (2)
Stock-based compensation expense

 

 2,485
 

 

 2,485
Other comprehensive income

 

 

 

 270
 270
Net income

 

 

 1,650
 

 1,650
Balance at September 30, 2019110,156,325
 $11
 $1,743,089
 $(1,116,704) $4,619
 $631,015


Three months ended March 31, 2018
Nine months ended September 30, 2019Nine months ended September 30, 2019
Common stock        Common stock        
Shares Amount Additional paid-in capital Accumulated deficit Accumulated other comprehensive income (loss) Total stockholders' equityShares Amount Additional paid-in capital Accumulated deficit Accumulated other comprehensive income Total stockholders' equity

           
Balance at January 1, 2018101,752,856
 $10
 $1,684,768
 $(1,072,426) $3,069
 $615,421
Adoption of Accounting Standards Codification 606, Revenue from Contracts with Customers
      11,964
   11,964
Balance at January 1, 2019106,815,636
 $11
 $1,723,576
 $(1,136,992) $3,703
 $590,298
Issuance of common stock in connection with employee stock purchase plan139,390
 

 506
 

 

 506
Exercise of stock options2,583
 

 10
     10
126,015
 

 233
 

 

 233
Vesting of restricted stock awards and units490,282
 

 

     
1,296,966
 

 

 

 

 
Vesting of performance-based stock units41,518
 

 

     
9,466
 

 

 

 

 
Shares of restricted stock returned to the Company under net share settlements to satisfy tax withholding obligations(232,519) 

 (371)     (371)(204,027) 

 (1,082) 

 

 (1,082)
Shares issued as consideration in connection with the acquisition of Anova Data, Inc.2,948,793
 

 15,186
 

 

 15,186
Repurchase and retirement of common stock(975,914) 

 (4,536) 

 

 (4,536)
Reclassification of liability to equity for bonuses converted to stock awards

 

 1,052
 

 

 1,052
Stock-based compensation expense    2,824
     2,824


 

 8,154
 

 

 8,154
Other comprehensive income        91
 91


 

 

 

 916
 916
Net loss      $(44,904)   $(44,904)
Balance at March 31, 2018102,054,720
 $10
 $1,687,231
 $(1,105,366) $3,160
 $585,035
Net income

 

 

 20,288
 

 20,288
Balance at September 30, 2019110,156,325
 $11
 $1,743,089
 $(1,116,704) $4,619
 $631,015




RIBBON COMMUNICATIONS INC.
Condensed Consolidated Statements of Stockholders' Equity (continued)
(in thousands, except shares)
(unaudited)

Three months ended September 30, 2018
 Common stock        
 Shares Amount Additional paid-in capital Accumulated deficit Accumulated other comprehensive income Total stockholders' equity
Balance at July 1, 2018102,243,477
 $10
 $1,688,966
 $(1,124,799) $3,073
 $567,250
Exercise of stock options6,070
 

 1
 

 

 1
Vesting of restricted stock awards and units44,209
 

 

 

 

 
Shares of restricted stock returned to the Company under net share settlements to satisfy tax withholding obligations(16,757) 

 (113) 

 

 (113)
Shares issued as consideration in connection with acquisition of Edgewater Networks, Inc.4,235,531
 1
 29,999
 

 

 30,000
Assumption of equity awards in connection with acquisition of Edgewater Networks, Inc.

 

 747
 

 

 747
Stock-based compensation expense

 

 2,516
 

 

 2,516
Other comprehensive income

 

 

 

 119
 119
Net loss

 

 

 (10,158) 

 (10,158)
Balance at September 30, 2018106,512,530
 $11
 $1,722,116
 $(1,134,957) $3,192
 $590,362


Nine months ended September 30, 2018
 Common stock        
 Shares Amount Additional paid-in capital Accumulated deficit Accumulated other comprehensive income Total stockholders' equity
Balance at January 1, 2018101,752,856
 $10
 $1,684,768
 $(1,072,426) $3,069
 $615,421
Adoption of Accounting Standards Codification 606, Revenue from Contracts with Customers


 

 

 12,453
 

 12,453
Exercise of stock options8,653
 

 11
 

 

 11
Vesting of restricted stock awards and units769,195
 

 

 

 

 
Vesting of performance-based stock units57,768
 

 

 

 

 
Shares of restricted stock returned to the Company under net share settlements to satisfy tax withholding obligations(311,473) 

 (830) 

 

 (830)
Shares issued as consideration in connection with acquisition of Edgewater Networks, Inc.4,235,531
 1
 29,999
 

 

 30,000
Assumption of equity awards in connection with acquisition of Edgewater Networks, Inc.

 

 747
 

 

 747
Stock-based compensation expense

 

 7,421
 

 

 7,421
Other comprehensive income

 

 

 

 123
 123
Net loss

 

 

 (74,984) 

 (74,984)
Balance at September 30, 2018106,512,530
 $11
 $1,722,116
 $(1,134,957) $3,192
 $590,362

See notes to the unaudited condensed consolidated financial statements.


78



RIBBON COMMUNICATIONS INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)


Three months endedNine months ended
March 31,
2019
 March 31,
2018
September 30,
2019
 September 30,
2018
Cash flows from operating activities:      
Net loss$(30,832) $(44,904)
Adjustments to reconcile net loss to cash flows provided by operating activities:   
Net income (loss)$20,288
 $(74,984)
Adjustments to reconcile net income (loss) to cash flows provided by (used in) operating activities:   
Depreciation and amortization of property and equipment2,921
 2,507
8,824
 8,270
Amortization of intangible assets11,922
 12,309
36,829
 37,721
Stock-based compensation4,139
 2,824
8,154
 7,421
Deferred income taxes347
 528
4,559
 (39)
Foreign exchange losses352
 23
1,042
 3,066
Reduction in deferred purchase consideration(8,124) 
(8,124) 
Changes in operating assets and liabilities:      
Accounts receivable53,854
 39,740
25,598
 24,550
Inventory3,692
 (412)8,387
 2,783
Other operating assets(674) (2,182)(20,242) 2,796
Accounts payable(6,999) (8,976)(20,260) (7,679)
Accrued expenses and other long-term liabilities(13,095) (12,820)(21,535) (20,033)
Deferred revenue2,076
 14,755
(20,889) (7,413)
Net cash provided by operating activities19,579
 3,392
Net cash provided by (used in) operating activities22,631
 (23,541)
Cash flows from investing activities:      
Purchases of property and equipment(3,766) (1,827)(8,594) (5,950)
Business acquisitions, net of cash acquired
 (46,389)
Maturities of marketable securities5,295
 245
7,295
 18,919
Net cash provided by (used in) investing activities1,529
 (1,582)
Net cash used in investing activities(1,299) (33,420)
Cash flows from financing activities:      
Borrowings under revolving line of credit37,000
 10,000
109,000
 142,500
Principal payments on revolving line of credit(35,000) (10,000)(130,000) (104,500)
Proceeds from issuance of long-term debt50,000
 
Principal payment of debt, related party(24,716) 
Principal payment of long-term debt(625) 
Payment of deferred purchase consideration(21,876) 
(21,876) 
Principal payments of finance leases(698) (436)
Payment of debt issuance costs(891) (624)
Proceeds from the sale of common stock in connection with employee stock purchase plan506
 
Proceeds from the exercise of stock options233
 43
Payment of tax withholding obligations related to net share settlements of restricted stock awards(968) (370)(1,082) (830)
Other(79) (130)
Net cash used in financing activities(20,923) (500)
Repurchase of common stock(4,536) 
Net cash (used in) provided by financing activities(24,685) 36,153
Effect of exchange rate changes on cash and cash equivalents59
 206
56
 (281)
Net increase in cash and cash equivalents244
 1,516
Net decrease in cash and cash equivalents(3,297) (21,089)
Cash and cash equivalents, beginning of year43,694
 57,073
43,694
 57,073
Cash and cash equivalents, end of period$43,938
 $58,589
$40,397
 $35,984
   
Supplemental disclosure of cash flow information:   
Interest paid$831
 $667
Income taxes paid$777
 $1,003
Income tax refunds received$100
 $196
Supplemental disclosure of non-cash investing activities:   
Capital expenditures incurred, but not yet paid$399
 $368
Acquisition purchase consideration - deferred payments$1,700
 $
Shares of common stock issued as purchase consideration$15,186
 $
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$4,334
 $5,253

9



RIBBON COMMUNICATIONS INC.
Condensed Consolidated Statements of Cash Flows (continued)
(in thousands)
(unaudited)


 Nine months ended
 September 30,
2019
 September 30,
2018
Supplemental disclosure of cash flow information:   
Interest paid$3,649
 $1,568
Income taxes paid$3,527
 $4,047
Income tax refunds received$291
 $426
Supplemental disclosure of non-cash investing activities:   
Capital expenditures incurred, but not yet paid$560
 $344
Property and equipment acquired under finance leases$150
 $1,218
  Acquisition purchase consideration - deferred payments$1,700
 $30,000
  Shares of common stock issued as purchase consideration$15,186
 $30,000
  Acquisition purchase consideration - assumed equity awards$
 $747
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$6,765
 $5,462

See notes to the unaudited condensed consolidated financial statements.


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)

(1) BASIS OF PRESENTATION

Business

Ribbon is a leading provider of next generation ("NextGen") software solutions to telecommunications, wireless and cable service providers and enterprises of all sizes across industry verticals. With over 1,000 customers around the globe, including some of the largest telecommunications service providers and enterprises in the world, Ribbon enables service providers and enterprises to modernize their communications networks through software and provide secure real-time communications ("RTC") solutions to their customers and employees. By securing and enabling reliable and scalable Internet Protocol ("IP") networks, Ribbon helps service providers and enterprises adopt the next generation of software-based virtualized and cloud communications technologies to drive new, incremental revenue, while protecting their existing revenue streams. Ribbon's software solutions provide a secure way for its customers to connect and leverage multivendor, multiprotocol communications systems and applications across their networks and the cloud, around the world and in a rapidly changing ecosystem of IP-enabled devices, such as smartphones and tablets. In addition, Ribbon's software solutions secure cloud-based delivery of unified communications ("UC") solutions - both for service providers transforming to a cloud-based network and for enterprises using cloud-based UC. Ribbon sells its software solutions through both direct sales and indirect channels, globally, leveraging the assistance of resellers, and provides ongoing support to its customers through a global services team with experience in design, deployment and maintenance of some of the world's largest software IP networks.

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").

On February 28, 2019 (the "Anova Acquisition Date"), the Company acquired the business and technology assets of Anova Data, Inc. ("Anova"). The financial results of Anova are included in the Company's condensed consolidated financial statements for the period subsequent to the Anova Acquisition Date.

On August 3, 2018 (the "Edgewater Acquisition Date"), the Company completed the acquisition of Edgewater Networks, Inc. (“Edgewater”). The financial results of Edgewater are included in the Company's condensed consolidated financial statements for the periods subsequent to the Edgewater Acquisition Date.

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/A for the year ended December 31, 2018 (the "Annual Report"), which was filed with the SEC on March 5, 2019.

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 threenine months ended March 31,September 30, 2019, apart from the Company's accounting policy related to accounting for leases, as discussed below.

In February 2016,Effective January 1, 2019, the Company adopted the Financial Accounting Standards BoardStandard Board's ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) Section A - Leases: Amendments to the FASB Accounting Standards Codification ("ASU 2016-02" or "ASC 842"), its new standard on accounting for leases. ASU 2016-02 introducesleases, Accounting Standards Codification ("ASC") 842, Leases ("ASC 842"). ASC 842 replaced existing lease accounting rules with a lessee model that bringscomprehensive lease measurement and recognition standard and expanded disclosure requirements (see Note 16). ASC 842 requires lessees to recognize most leases onto theon their balance sheetsheets and eliminates the current GAAP requirement for an entity to use bright-line tests in determining lease classification. ASU 2016-02 became effective for the Company for both interim and annual periods beginning January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements ("ASU 2018-11") and ASU 2018-10, Codification Improvements to Topic 842, Leases, both of which provided improvements to certain aspects of the guidance in ASU 2016-02. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842, which provided additional clarification and implementation guidance.


9


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

The Company elected to use the alternative transition method, as described in ASU 2018-11, which allows entities to initially apply ASU 2016-02ASC 842 at the adoption date with no subsequent adjustments to prior period lease costs for comparability. The Company elected the package of practical expedients permitted under the transition guidance, within ASU 2016-02, which provided that the Companya company need not reassess whether

11


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

expired or existing contracts contained a lease, the lease classification of expired or existing leases, and the amount of initial direct costs for existing leases.

In connection with the adoption of ASU 2016-02,ASC 842, the Company recorded additional lease assets of $43.9 million and additional lease liabilities of $47.8 million as of January 1, 2019. The difference between the additional lease assets and lease liabilities, net of the deferred tax impact, was due to the absorption of related balances into the right-of-use assets, such as deferred rent. The adoption of this standard had no impact on the Company's condensed consolidated statements of operations or of cash flows.

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, 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.

Reclassifications

Certain reclassifications have beenmay be made to the previously issued financial statements to conform to the current period presentation, none of which affected the net lossincome (loss) as previously reported.

Fair Value of Financial Instruments

The carrying amounts of the Company's financial instruments approximate their fair values and include cash equivalents, investments, accounts receivable, borrowings under a revolving credit facility, accounts payable and long-term debt.

Operating Segments

The Company operates in a single segment, as the chief operating decision maker makes decisions and assesses performance at the company level. Operating segments are identified as components of an enterprise about which separate discrete financial information is utilized for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. To date, the chief operating decision maker has made such decisions and assessed performance at the company level as one segment. The Company's chief operating decision maker is its President and Chief Executive Officer.

Recent Accounting Pronouncements

In August 2018,June 2016, the FASB issued ASU 2018-15,2016-13, IntangiblesFinancial Instruments - Goodwill and Other - Internal-Use Software (Subtopic 350-40)Credit Losses (Topic 326): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service ContractMeasurement of Credit Losses on Financial Instruments (“("ASU 2018-15”2016-13"), which provides guidance on implementation costs incurred in a cloud computing arrangement (“CCA”)adds an impairment model that is a service contract.based on expected losses rather than incurred losses. Under ASU 2018-15 amends Accounting Standards 2016-13, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. In April and May 2019, the FASB issued ASU 2019-04, Codification 350Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ("ASC 350"ASU 2019-04") and ASU 2019-05 Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief ("ASU 2019-05"), Intangibles -respectively. ASU 2019-04 provides transition relief for entities adopting ASU 2016-13 and ASU 2019-05 clarifies certain aspects of the accounting for credit losses, hedging activities and financial instruments in

1012


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

Goodwillconnection with the adoption of ASU 2016-13. ASU 2019-04 and Other (“ASC 350”) to include in its scope implementation costsASU 2019-05 are effective with the adoption of a CCA that is a service contract and clarifies that a customer should apply the guidance in ASC 350-40 to determineASU 2016-13, which implementation costs should be capitalized in such a CCA. ASU 2018-15 is effective for the Company beginning January 1, 2020.2020 for both interim and annual reporting periods, with early adoption permitted. The Company is currently assessingcontinues to assess the potential impact of the adoption of ASU 2018-152016-13 and related amendments and currently does not believe that it will have a material impact on itsthe Company's condensed consolidated financial statements.

The FASB has issued the following accounting pronouncements, all of which became effective for the Company on January 1, 2019 and none of which had a material impact on the Company's condensed consolidated financial statements:

In July 2018, the FASB issued ASU 2018-09, Codification Improvements (“ASU 2018-09”), which contains amendments to clarify, correct errors in or make minor improvements to the FASB Codification. ASU 2018-09 makes improvements to multiple topics, including but not limited to comprehensive income, debt, income taxes related to both stock-based compensation and business combinations, fair value measurement and defined contribution benefit plans.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"), which expands the scope of ASC 718, Compensation - Stock Compensation ("ASC 718"), to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. As a result, most of the guidance in ASC 718 associated with employee share-based payments, including most of its requirements related to classification and measurement, applies to nonemployee share-based payment arrangements.

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"), which amends ASC 220, Income Statement - Reporting Comprehensive Income, to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the "Tax Act") and requires entities to provide certain disclosures regarding stranded tax effects. The Company did not elect to reclassify the income tax effects of the Tax Act from accumulated other comprehensive income to accumulated deficit.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"), which removes the prohibition in ASC 740, Income Taxes, against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory.

In addition, the FASB has issued the following accounting pronouncements, none of which the Company believes will have a material impact on its condensed consolidated financial statements:

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which provides guidance on implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. ASU 2018-15 amends ASC 350, Intangibles - Goodwill and Other (“ASC 350”) to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply the guidance in ASC 350-40 to determine which implementation costs should be capitalized in such a CCA. ASU 2018-15 is effective for the Company beginning January 1, 2020.

In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”), which amends ASC 715,Compensation - Retirement Benefits, to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans. ASU 2018-14 is effective for the Company beginning January 1, 2020.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which changes the fair value measurement requirements of ASC 820, Fair Value MeasurementMeasurement. (“ASC 820”). ASU 2018-13 is effective for the Company beginning January 1, 2020 for both interim and annual reporting.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), which adds an impairment model that is based on expected losses rather than incurred losses. Under ASU 2016-13, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 is effective for the Company beginning January 1, 2020 for both interim and annual reporting periods, with early adoption permitted.




1113


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

(2) BUSINESS ACQUISITIONS

Anova Data, Inc.

On the Anova Acquisition Date, the Company acquired the business and technology assets of Anova, a private company headquartered in Westford, Massachusetts that provides advanced analytics solutions (the "Anova Acquisition"). The Anova Acquisition was completed in accordance with the terms and conditions of an asset purchase agreement, dated as of January 31, 2019 (the "Anova Asset Purchase Agreement"). The Company believes that the acquisition of Anova Acquisition will reinforce and extend Ribbon's strategy to expand into network optimization, security and data monetization via big data analytics and machine learning.

As consideration for the Anova Acquisition, Ribbon issued 2.9 million shares of Ribbon common stock with a fair value of $15.2 million to Anova's sellers and equityholdersequity holders on the Anova Acquisition Date and held back an additional 0.3 million shares with a fair value of $1.7 million, some or all of which could be issued subject to post-closing adjustments (the "Anova Deferred Consideration"). The Anova Deferred Consideration is included as a component of Accrued expenses and other current liabilities in the Company's condensed consolidated balance sheet at March 31,September 30, 2019.

The Anova Acquisition has been accounted for as a business combination and the financial results of Anova have been included in the Company's condensed consolidated financial statements for the period subsequent to its acquisition.the Anova Acquisition Date. The results for the three and nine months ended September 30, 2019 are not significant to the Company's condensed consolidated financial statements. The Company has not provided pro forma financial information, as the historical amounts are not significant to the Company's condensed consolidated financial statements.

As of March 31,September 30, 2019, the valuation of acquired assets, identifiable intangible assets and certain assumed liabilities was preliminary. The purchase consideration aggregating $16.9 million has been preliminarily allocated to $11.2 million of identifiable intangible assets (comprised of $7.2 million of customer relationships and $4.0 million of developed technology) and working capital items aggregating $0.1 million of net assets acquired. The remaining unallocated amount of $5.5 million has been recorded as goodwill.

The valuation of the acquired intangible assets is inherently subjective and relies on significant unobservable inputs. The Company used an income approach to value the acquired intangible assets relating to developed technology and customer relationships intangible assets.relationships. The valuation for each of these intangible assets was based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with perceived risk. The valuation assumptions take into consideration the Company's estimates of customer attrition, technology obsolescence and revenue growth projections. The Company is amortizing the identifiable intangible assets in relation to the expected cash flows from the individual intangible assets over their respective useful lives, which have a weighted average life of 7.5 years (see Note 6).years. The preliminary purchase price allocation is subject to change, and such change could be material based on numerous factors, including the final estimated fair value of the assets acquired and liabilities assumed and the amount of the final post-closing net working capital adjustment. The Company expects to finalize the valuation of the assets acquired and liabilities assumed by the firstfourth quarter of 2020.2019.

The excess of purchase consideration over net tangible and identifiable intangible assets acquired was recorded as goodwill. The goodwill is deductible for tax purposes.

There was no revenue attributable to Anova in the period since the Anova Acquisition Date. Expenses attributable to Anova included in the Company's condensed consolidated statement of operations for the three months ended March 31, 2019 were $0.7 million of net loss attributable to Anova since the Anova Acquisition Date. The Company has not provided pro forma financial information, as the historical amounts are not significant to the Company's consolidated financial statements.

Edgewater Networks, Inc.

On the Edgewater Acquisition Date, the Company completed its acquisition of Edgewater, a private company headquartered in San Jose, California (the "Edgewater Acquisition"). The Edgewater Acquisition was completed in accordance with the terms and conditions of an agreement and plan of merger, dated as of June 24, 2018 (the "Edgewater Merger Agreement").

Edgewater is a market leader in Network Edge Orchestration for the small and medium enterprise and UC market. The Company believes that the Edgewater Acquisition advances its strategy by offering its global customer base a complete core-to-

1214


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

Company believes that the acquisition of Edgewater advances its strategy by offering its global customer base a complete core-to-edgeedge product portfolio, end-to-end service assurance and analytics solutions, and a fully integrated software-defined wide-area network ("SD-WAN") service.

As consideration for the Edgewater Acquisition, Ribbon paid, in the aggregate, $46.4 million of cash, net of cash acquired, and issued 4.2 million shares of Ribbon common stock to Edgewater's selling shareholders and holders of vested in-the-money options and warrants to acquire common stock of Edgewater (the "Edgewater Selling Stakeholders") on the Edgewater Acquisition Date. Pursuant to the Edgewater Merger Agreement and subject to the terms and conditions contained therein, Ribbon agreed to pay the Edgewater Selling Stakeholders an additional $30 million of cash, $15 million of which was to be paid 6 months from the closing date and the other $15 million of which was to be paid as early as 9 months from the closing date and no later than 18 months from the closing date (the exact timing of which would depend on the amount of revenue generated from the sales of Edgewater products in 2018) (the "Edgewater Deferred Consideration"). The current portion of this deferred purchase consideration was included as a component of Accrued expenses and other, and the noncurrent portion was included as a component of Other long-term liabilities in the Company's condensed consolidated balance sheet as of December 31, 2018.

On February 15, 2019, the Company and the Edgewater Selling Stakeholders agreed to reduce the amount of Edgewater Deferred Consideration from $30 million to $21.9 million and agreed that all such deferred consideration would be payable on March 8, 2019. The Company paid the Edgewater Selling Stakeholders $21.9 million on March 8, 2019 and recorded the reduction to the Edgewater Deferred Consideration of $8.1 million in Other income (expense), net, in the Company's condensed consolidated statement of operations and as a non-cash adjustment to reconcile net lossincome to cash flows provided by operating activities in the Company's condensed consolidated statement of cash flows for the threenine months ended March 31,September 30, 2019.

The Edgewater Acquisition has been accounted for as a business combination and the financial results of Edgewater have been included in the Company's condensed consolidated financial statements for the period subsequent to its acquisition.

As of March 31,September 30, 2019, the valuation of acquired assets, identifiable intangible assets and certain assumed liabilities was preliminary. The Company is continuing the process of reviewing the facts and circumstances existing as of the Edgewater Acquisition Date in order to finalize its valuation. The Company expects to finalize the valuation of the assets acquired and liabilities assumed by the third quarter of 2019.

final. A summary of the preliminaryfinal allocation of the purchase consideration for Edgewater as of March 31,September 30, 2019 is as follows (in thousands):

Fair value of consideration transferred: 
  Cash consideration: 
    Cash paid to Edgewater Selling Stakeholders$51,162
    Less cash acquired(4,773)
      Net cash consideration46,389
    Deferred purchase consideration30,000
    Fair value of Ribbon stock issued30,000
    Fair value of equity awards assumed (see Note 12)747
        Fair value of total consideration$107,136
  
Fair value of assets acquired and liabilities assumed: 
  Current assets, net of cash acquired$16,098
  Property and equipment245
  Intangible assets: 
    Developed technology29,500
    Customer relationships26,100
    Trade names1,100
  Goodwill48,053
  Other noncurrent assets103
  Deferred revenue(2,749)
  Other current liabilities(9,926)
  Deferred revenue, net of current(669)
  Other long-term liabilities(719)
 $107,136

1315


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

Fair value of consideration transferred: 
  Cash consideration: 
    Cash paid to Edgewater Selling Stakeholders$51,162
    Less cash acquired(4,773)
      Net cash consideration46,389
    Deferred purchase consideration30,000
    Fair value of Ribbon stock issued30,000
    Fair value of equity awards assumed (see Note 11)747
        Fair value of total consideration$107,136
  
Fair value of assets acquired and liabilities assumed: 
  Current assets, net of cash acquired$16,098
  Property and equipment245
  Intangible assets: 
    Developed technology29,500
    Customer relationships26,100
    Trade names1,100
  Goodwill48,053
  Other noncurrent assets103
  Deferred revenue(2,749)
  Other current liabilities(9,926)
  Deferred revenue, net of current(669)
  Other long-term liabilities(719)
 $107,136


The valuation of the acquired intangible assets is inherently subjective and relies on significant unobservable inputs. The Company used an income approach to value the acquired developed technology, customer relationships and trade name intangible assets. The valuation for each of these intangible assets was based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with perceived risk. The valuation assumptions take into consideration the Company's estimates of customer attrition, technology obsolescence and revenue growth projections. The Company is amortizing the identifiable intangible assets in relation to the expected cash flows from the individual intangible assets over their respective useful lives, which have a weighted average life of 8.4 years (see Note 6).years. Goodwill resulting from the transaction is primarily due to expected synergies between the combined companies and is not deductible for tax purposes.

The Company has not provided pro forma financial information as the historical amounts are not significant to the Company's condensed consolidated financial statements.

Acquisition- and Integration-Related Expenses

Acquisition- and integration-related expenses include those expenses related to acquisitions that would otherwise not have been incurred by the Company, including professional and services fees such as legal, audit, consulting, paying agent and other fees, and expenses related to cash payments to certain former executives of the acquired businesses in connection with their respective employment agreements. These amounts include costs related to prior acquisitions, as well as nominal amounts related to acquisitive activities. Integration-related expenses represent incremental costs related to combining the Company and its business acquisitions, such as third-party consulting and other third-party services related to merging previously separate companies' systems and processes. Of the expense recorded in the three months ended March 31, 2019, the acquisition-related expenses relate to the Anova Acquisition and the integration-related expenses primarily relate to the Merger and, to a lesser extent, the Edgewater Acquisition. The acquisition- and integration-related expenses recorded in the three months ended March 31, 2018 relate to the Merger.

The Company's acquisition- and integration-related expenses for the three and nine months ended March 31,September 30, 2019 and 2018 were as follows (in thousands):

14


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

   
Three months endedThree months ended Nine months ended
March 31,
2019
 March 31,
2018
September 30,
2019
 September 30,
2018
 September 30,
2019
 September 30,
2018
Professional and services fees (acquisition-related)$1,505
 $210
$743
 $2,905
 $2,569
 $5,314
Management bonuses (acquisition-related)
 1,674

 
 
 1,972
Integration-related expenses1,694
 2,528
954
 2,665
 4,292
 6,976
$3,199
 $4,412
$1,697
 $5,570
 $6,861
 $14,262


(3) 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 calculations of shares used to compute lossearnings (loss) per share were as follows (in thousands):
Three months endedThree months ended Nine months ended
March 31,
2019
 March 31,
2018
September 30,
2019
 September 30,
2018
 September 30,
2019
 September 30,
2018
Weighted average shares outstanding—basic108,167
 101,917
110,080
 104,918
 109,523
 103,009
Potential dilutive common shares
 
676
 
 577
 
Weighted average shares outstanding—diluted108,167
 101,917
110,756
 104,918
 110,100
 103,009


Options to purchase the Company's common stock unvested shares of restricted and performance-based stock and stock units, and shares in connection with future purchases under the Company's Amended and Restated 2000 Employee Stock Purchase Plan, as amended (the "ESPP"), aggregating 4.50.3 million shares have not been included in the

16


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

computation of diluted lossearnings per share for the three and nine months ended March 31,September 30, 2019 because their effect would have been antidilutive. Options to purchase the Company's common stock and unvested shares of restricted and performance-based stock and stock units aggregating 2.73.5 million shares have not been included in the computation of diluted loss per share for the three and nine months ended March 31,September 30, 2018 because their effectiveeffect would have been antidilutive.



(4) CASH EQUIVALENTS, MARKETABLE SECURITIES AND INVESTMENTS

The Company invests in debt instruments, primarily U.S. government-backed, municipal and corporate obligations, which management believes to be high quality (investment grade) credit instruments.

The Company's remaining available-for-sale securities matured during the three months ended June 30, 2019. The Company did not sellhold any cash equivalents at September 30, 2019. As a result of the Company no longer holding any marketable securities or investments at September 30, 2019, the remaining tax effect on the unrealized gain (loss) on available-for-sale marketable securities was realized in the three months ended June 30, 2019 and is included in the income tax provision in the Company's condensed consolidated statement of operations for the nine months ended September 30, 2019 as a reclassification from Unrealized gain (loss) on available-for-sale marketable securities in the Company's condensed consolidated statement of comprehensive income (loss) for the same nine-month period. The Company had not sold any of its available-for-sale securities during the 2019 period prior to their full maturity. The Company sold $12.5 million of its available-for-sale marketable securities in both the three and nine months ended March 31, 2019 or 2018.September 30, 2018, primarily to provide cash for acquisition-related payments in connection with the Edgewater Acquisition and to support integration-related and restructuring activities in connection with the Merger. The Company recognized nominal gross gains and losses from the sales of these securities. The Company did not hold any investments that would mature beyond one year at either March 31, 2019 or December 31, 2018.

On a quarterly basis, the Company reviews its marketable securities and investments to determine if there have been any events that could create a credit impairment. Based on its reviews, the Company does not believe that any impairment existed with its current holdings at March 31, 2019.

The amortized cost, gross unrealized gains and losses and fair value of the Company's marketable debt securities and investments at March 31, 2019 and December 31, 2018 were comprised of the following (in thousands):


15


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

 March 31, 2019
 
Amortized
cost
 
Unrealized
gains
 
Unrealized
losses
 
Fair
value
Cash equivalents$747
 $
 $
 $747
        
Marketable securities       
U.S. government agency notes$2,000
 $
 $(2) $1,998


 December 31, 2018
 
Amortized
cost
 
Unrealized
gains
 
Unrealized
losses
 
Fair
value
Cash equivalents$310
 $
 $
 $310
        
Marketable securities       
U.S. government agency notes$3,998
 $
 $(9) $3,989
Corporate debt securities3,301
 
 (6) 3,295
 $7,299
 $
 $(15) $7,284


Fair Value Hierarchy

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:

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).

17


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


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.

The following table shows the fair value of the Company's financial assets at March 31, 2019 and December 31, 2018. These financial assets are comprised of the Company's available-for-sale debt securities and reported under the captions Cash and cash equivalents and Marketable securities in the condensed consolidated balance sheetssheet (in thousands):
   Fair value measurements at
March 31, 2019 using:
 Total carrying
value at
March 31, 2019
 
Quoted prices
in active
markets
(Level 1)
 
Significant other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
Cash equivalents$747
 $747
 $
 $
        
Marketable securities       
U.S. government agency notes$1,998
 $
 $1,998
 $


16


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


   Fair value measurements at
December 31, 2018 using:
 Total carrying
value at
December 31,
2018
 
Quoted prices
in active
markets
(Level 1)
 
Significant other
observable
inputs
(Level 2)
 
Significant
unobservable
inputs
(Level 3)
Cash equivalents$310
 $310
 $
 $
        
Marketable securities       
U.S. government agency notes$3,989
 $
 $3,989
 $
Corporate debt securities3,295
 
 3,295
 
 $7,284
 $
 $7,284
 $


The Company's marketable securities have beenwere valued with the assistance of valuations provided by third-party pricing services, as derived from such services' pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. The Company is ultimately responsible for the condensed consolidated financial statements and underlying estimates. Accordingly, the Company assesses the reasonableness of the valuations provided by the third-party pricing services by reviewing actual trade data, broker/dealer quotes and other similar data, which are obtained from quoted market prices or other sources.



(5) INVENTORY

Inventory at March 31,September 30, 2019 and December 31, 2018 consisted of the following (in thousands):
March 31,
2019
 December 31,
2018
September 30,
2019
 December 31,
2018
On-hand final assemblies and finished goods inventories$16,653
 $19,879
$12,137
 $19,879
Deferred cost of goods sold2,861
 3,798
2,525
 3,798
19,514
 23,677
14,662
 23,677
Less noncurrent portion (included in other assets)(644) (1,075)(559) (1,075)
Current portion$18,870
 $22,602
$14,103
 $22,602



1718


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

(6) INTANGIBLE ASSETS AND GOODWILL

The Company's intangible assets at March 31,September 30, 2019 and December 31, 2018 consisted of the following (in thousands):

March 31, 2019
Weighted average amortization period
(years)
 Cost 
Accumulated
amortization
 
Net
carrying value
September 30, 2019
Weighted average amortization period
(years)
 Cost 
Accumulated
amortization
 
Net
carrying value
In-process research and development* $5,600
 $
 $5,600
* $5,600
 $
 $5,600
Developed technology6.83 186,880
 72,832
 114,048
6.83 186,880
 92,446
 94,434
Customer relationships9.47 154,140
 24,348
 129,792
9.47 154,140
 29,363
 124,777
Trade names5.20 2,000
 771
 1,229
5.20 2,000
 1,049
 951
Internal use software3.00 730
 730
 
3.00 730
 730
 
7.86 $349,350
 $98,681
 $250,669
7.86 $349,350
 $123,588
 $225,762


December 31, 2018
Weighted average amortization period
(years)
 Cost 
Accumulated
amortization
 
Net
carrying value
In-process research and development* $5,600
 $
 $5,600
Developed technology6.91 182,880
 63,187
 119,693
Customer relationships9.44 146,940
 22,218
 124,722
Trade names5.20 2,000
 624
 1,376
Internal use software3.00 730
 730
 
 7.88 $338,150
 $86,759
 $251,391

* An in-process research and development intangible asset has an indefinite life until the product is generally available, at which time such asset is typically reclassified to developed technology.


Amortization expense for intangible assets for the three and nine months ended March 31,September 30, 2019 and 2018 was as follows (in thousands):
Three months ended Statement of operations classificationThree months ended Nine months ended Statement of operations classification
March 31,
2019
 March 31,
2018
 September 30,
2019
 September 30,
2018
 September 30,
2019
 September 30,
2018
 
Developed technology$9,645
 $9,592
 Cost of revenue - product$9,522
 $10,593
 $29,259
 $29,455
 Cost of revenue - product
Customer relationships2,130
 2,605
 Sales and marketing2,608
 2,695
 7,145
 7,881
 Sales and marketing
Trade names147
 112
 Sales and marketing130
 160
 425
 385
 Sales and marketing
$11,922
 $12,309
 $12,260
 $13,448
 $36,829
 $37,721
 



1819


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

Estimated future amortization expense for the Company's intangible assets at March 31,September 30, 2019 was as follows (in thousands):
Years ending December 31,  
Remainder of 2019$37,303
$12,396
202048,815
48,815
202142,493
42,493
202235,113
35,113
202327,538
27,538
Thereafter59,407
59,407
$250,669
$225,762


The changes in the carrying value of the Company's goodwill in the threenine months ended March 31,September 30, 2019 and 2018 were as follows (in thousands):
      
Balance at January 12019 20182019 2018
Goodwill$386,761
 $338,822
$386,761
 $338,822
Accumulated impairment losses(3,106) (3,106)(3,106) (3,106)
383,655
 335,716
383,655
 335,716
Acquisition of Anova5,541
 
5,541
 
Balance at March 31$389,196
 $335,716
Acquisition of Edgewater
 46,777
Balance at September 30$389,196
 $382,493
      
Balance at March 31   
Balance at September 30   
Goodwill$392,302
 $338,822
$392,302
 $385,599
Accumulated impairment losses(3,106) (3,106)(3,106) (3,106)
$389,196
 $335,716
$389,196
 $382,493


(7) ACCRUED EXPENSES
Accrued expenses at March 31,September 30, 2019 and December 31, 2018 consisted of the following (in thousands):
March 31,
2019
 December 31,
2018
September 30,
2019
 December 31,
2018
Employee compensation and related costs$24,567
 $42,852
$26,326
 $42,852
Professional fees12,493
 7,994
Deferred purchase consideration1,700
 15,000
1,700
 15,000
Other19,694
 18,417
24,624
 26,411
$58,454
 $84,263
$52,650
 $84,263


(8) RESTRUCTURING ACCRUALSAND FACILITIES CONSOLIDATION INITIATIVES

The Company recorded restructuring and related expense aggregating $4.9$2.4 million and $16.4 million in the three and nine months ended September 30, 2019, respectively, and $2.4 million and $15.2 million in the three and nine months ended September 30, 2018, respectively. Restructuring and related expense includes both 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

20


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

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.

The components of Restructuring and related expense for the three and nine months ended September 30, 2019 were as follows (in thousands):
    
 Three months ended Nine months ended
 September 30,
2019
 September 30,
2019
Severance and related costs$719
 $11,619
Variable and other facilities-related costs1,052
 1,370
Accelerated amortization of lease assets due to cease-use601
 3,459
 $2,372
 $16,448


Prior to the adoption of ASC 842, the Company recorded restructuring accruals for future lease obligations related to vacated facilities at the time that it ceased usage of the respective facility. The components of Restructuring and related expense recorded in the three and nine months ended September 30, 2018 were as follows (in thousands):
 Three months ended Nine months ended
 September 30,
2018
 September 30,
2018
Severance and related costs2,481
 14,603
Facilities(84) 559
 $2,397
 $15,162


2019 Restructuring and Facilities Consolidation Initiative

In June 2019, the Company implemented a restructuring plan to further streamline the Company's global footprint, improve its operations and enhance its customer delivery (the "2019 Restructuring Initiative"). The 2019 Restructuring Initiative includes facility consolidations, refinement of the Company's research and development activities, and a reduction in workforce. In connection with this initiative, the Company expects to reduce its focus on hardware and appliance-based development over time and to increase its development focus on software virtualization, functional simplicity and important customer requirements. The facility consolidations under the 2019 Restructuring Initiative (the "Facilities Initiative") include a consolidation of the Company's North Texas sites into a single campus, housing engineering, customer training and support, and administrative functions, as well as a reduction or elimination of certain excess and duplicative facilities worldwide. In addition, the Company intends to substantially consolidate its global software laboratories and server farms into two lower cost North American sites. The Company continues to evaluate its properties included in the Facilities Initiative for accelerated amortization and/or right-of-use asset impairment. The Company expects that the actions under the Facilities Initiative will be completed by the end of 2020.

In connection with the 2019 Restructuring Initiative, the Company recorded restructuring expense of $7.8 million in the nine months ended September 30, 2019, comprised of $1.8 million in the three months ended March 31,September 30, 2019 and $6.7$6.0 million in the three months ended March 31, 2018.June 30, 2019. The amount recorded in the three months ended September 30, 2019 was comprised of $0.7 million for severance and related costs for approximately 20 employees and $1.1 million for variable and other facilities-related costs. The amount recorded in the three months ended June 30, 2019 was primarily for severance and related costs for approximately 110 employees. The Company expects that nearly all of the amount accrued for severance and related costs will be paid by the end of the first half of 2020. The Company estimates that it will record nominal additional restructuring expense related to severance and related costs under the 2019 Restructuring Initiative.


21


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

A summary of the 2019 Restructuring Initiative accrual activity for severance and related costs for the nine months ended September 30, 2019 is as follows (in thousands):
 Balance at
January 1,
2019
 Initiatives
charged to
expense
 Cash
payments
 Balance at
September 30,
2019
Severance$
 $6,543
 $(2,620) $3,923
Variable and other facilities costs
 1,214
 (220) 994
 $
 $7,757
 $(2,840) $4,917

Accelerated rent amortization 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. The Company recorded $0.6 million and $3.5 million of accelerated rent amortization in the three and nine months ended September 30, 2019, respectively. The liability for the total lease payments for each respective facility is included as a component of Operating lease liabilities in the Company's condensed consolidated balance sheets, both current and noncurrent (see Note 16). The Company may incur additional future expense if it is unable to sublease other locations included in the Facilities Initiative.

Merger Restructuring Initiative

In connection with the Merger, the Company's management approvedCompany implemented a restructuring plan in the fourth quarter of 2017 to eliminate certain redundant positions and facilities within the combined companies (the "Merger Restructuring Initiative"). In connection with this initiative, the Company recorded restructuring expense of $4.9$5.2 million in the threenine months ended March

19


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

31, 2019September 30, 2019. The Company recorded $2.5 million and $6.5$14.3 million of restructuring and related expense in the three and nine months ended March 31, 2018.September 30, 2018, respectively. Of the amount recorded in the threenine months ended March 31,September 30, 2019, virtually all was for severance and related costs for approximately 40 employees. The amount recorded in the threenine months ended March 31,September 30, 2018 represented severance and related costs for approximately 115285 employees. The Merger Restructuring Initiative is substantially complete, and the Company anticipates it will record nominal future expense in connection with this initiative as it continues to combine the two businesses and benefit from operational synergies.initiative. In connection with the adoption of ASC 842 effective January 1, 2019, the Company wrote off the remaining restructuring accrual related to facilities under ASC 842.facilities. The Company expects that the amount accrued at March 31,September 30, 2019 for severance will be paid by the end of the first half of 2020.

A summary of the Merger Restructuring Initiative accrual activity for the threenine months ended March 31,September 30, 2019 is as follows (in thousands):
Balance at
January 1,
2019
 Initiatives
charged to
expense
 Adjustment for the impact of ASC 842 adoption Cash
payments
 Balance at
March 31,
2019
Balance at
January 1,
2019
 Initiatives
charged to
expense
 Adjustment for the impact of ASC 842 adoption Cash
payments
 Balance at
September 30,
2019
Severance$1,910
 $4,919
 $
 $(1,386) $5,443
$1,910
 $5,076
 $
 $(5,818) $1,168
Facilities771
 13
 (771) (13) 
771
 156
 (771) (156) 
$2,681
 $4,932
 $(771) $(1,399) $5,443
$2,681
 $5,232
 $(771) $(5,974) $1,168


Other Restructuring Initiatives

At December 31, 2018, the Company had nominal restructuring accrual balances under three other restructuring initiatives, all related to redundant facilities. In connection with the adoption of ASC 842, on January 1, 2019, the Company wrote off the remaining restructuring accruals of two initiatives and expects to utilize the remaining accrual under the third initiative in the second quarter of 2019.
      

Balance Sheet Classification

The current portions of accrued restructuring are included as a component of Accrued expenses and the long-term portions of accrued restructuring are included as a component of Other long-term liabilities in the condensed consolidated balance sheets. There was no long-term portion of accrued restructuring at March 31, 2019. The long-term portionportions of accrued restructuring totaled $0.9 million and $0.5 million at September 30, 2019 and December 31, 2018. This amount represented2018, respectively. These amounts represent future lease payments onrelated to restructured facilities.



22


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

(9) DEBT

Senior Secured Credit Facility

On December 21, 2017, the Company entered into a Senior Secured Credit Facilities Credit Agreement (as amended, the(the “Credit Facility”), by and among the Company, as a guarantor, Sonus Networks, Inc., as the borrower (“Borrower”), Silicon Valley Bank ("SVB"), as administrative agent (in such capacity, the “Administrative Agent”), issuing lender, swingline lender and lead arranger and the lenders party thereto (each referred to individually as a “Lender”, and collectively, the “Lenders”), which refinanced the prior credit agreement with SVB that the Company had assumed in connection with the Merger. The Credit Facility includes $100 million of commitments, the full amount of which is available for revolving loans, a $15 million sublimit that is available for letters of credit and a $15 million sublimit that is available for swingline loans. On June 24, 2018, the Company amended the Credit Facility to, among other things, permit the Edgewater Acquisition and related transactions. The Company was in compliance with all covenants of the Credit Facility at March 31, 2019 and December 31, 2018. At March 31, 2019, the Company had an outstanding debt balance of $57.0 million at an average interest rate of 5.48% and $4.2 million of outstanding letters of credit at an average interest rate of 1.75% under the Credit Facility. At December 31, 2018, the Company had an outstanding debt balance of $55.0 million at an interest rate of 5.96% and $2.7 million of outstanding letters

20


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

of credit at an average interest rate of 1.75% under the Credit Facility. The Company was in compliance with all covenants of the Credit Facility at MarchDecember 31, 2019.2018.

On April 29, 2019, the Company entered into a syndicated, amended and restated the Credit Facility (the "New Credit Facility"). In addition to the original $100 million of commitments, theThe New Credit Facility now includes an additionalprovides for a $50 million term loan facility that was advanced in full on April 29, 2019.2019 and a $100 million revolving line of credit. The New Credit Facility also includes procedures for additional financial institutions to become syndicate lenders, or for any existing lender to increase its commitment under either the term loan facility or the revolving loan facility, subject to an aggregate increase of $75 million for all incremental commitments under the New Credit Facility. The New Credit Facility is scheduled to mature in April 2024. In addition to SVB, lenders underAt September 30, 2019, the New Credit Facility include Citizens Bank N.A.Company had an outstanding term loan debt balance of $49.4 million, an outstanding revolving line of credit balance of $34.0 million, with a combined average interest rate of 3.76%, SunTrust Bank and JPMorgan Chase Bank, N.A.$3.4 million of outstanding letters of credit at an average interest rate of 1.50%.

The indebtedness and other obligations under the New Credit Facility are unconditionally guaranteed on a senior secured basis by the Company and each other material U.S. domestic subsidiary of the Company (collectively, the “Guarantors”). The New Credit Facility is secured by first-priority liens on substantially all of the assets of the Borrower and the Guarantors, including the Company.

The New Credit Facility requires periodic interest payments on any outstanding borrowings under the facility. The Borrower may prepay all revolving loans under the New Credit Facility at any time without premium or penalty (other than customary LIBOR breakage costs), subject to certain notice requirements.

Revolving loans under the New Credit Facility bear interest at the Borrower’s option at either the Eurodollar (LIBOR) rate plus a margin ranging from 1.50% to 3.00% per year or the base rate (the highest of the Federal Funds rate plus 0.50%, or the prime rate announced from time to time in The Wall Street Journal) plus a margin ranging from 0.50% to 2.00% per year (such margins being referred to as the “Applicable Margin”). The Applicable Margin varies depending on the Company’s consolidated leverage ratio (as defined in the New Credit Facility). The base rate and the LIBOR rate are each subject to a zero percent floor.

The Borrower is charged a commitment fee ranging from 0.20% to 0.30% per year on the daily amount of the unused portions of the commitments under the New Credit Facility. Additionally, with respect to all letters of credit outstanding under the New Credit Facility, the Borrower is charged a fronting fee of 0.125% per year and an outstanding letter of credit fee equal to the Applicable Margin for base rate loans times the amount equal to be drawn under each letter of credit.

The New Credit Facility requires compliance with certain financial covenants, including a minimum consolidated quick ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated leverage ratio, all of which are defined in the New Credit Facility and tested on a quarterly basis. The Company was in compliance with all covenants of the New Credit Facility at September 30, 2019.

In addition, the New Credit Facility contains various covenants that, among other restrictions, limit the Company’s and its subsidiaries’ ability to enter into certain types of transactions, including, but not limited to: incurring or assuming indebtedness; granting or assuming liens; making acquisitions or engaging in mergers; repurchasing equity and making dividend and certain other restricted payments; making investments; selling or otherwise transferring assets; engaging in transactions with affiliates; entering into sale and leaseback transactions; entering into burdensome agreements; changing the nature of its business; modifying the its organizational documents; and amending or making prepayments on certain junior debt.


23


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

The New Credit Facility contains events of default that are customary for a secured credit facility. If an event of default relating to bankruptcy or other insolvency events with respect to a borrower occurs, all obligations under the New Credit Facility will immediately become due and payable. If any other event of default exists under the New Credit Facility, the lenders may accelerate the maturity of the obligations outstanding under the New Credit Facility and exercise other rights and remedies, including charging a default rate of interest equal to 2.00% per year above the rate that would otherwise be applicable. In addition, if any event of default exists under the New Credit Facility, the lenders may commence foreclosure or other actions against the collateral.

If any default exists under the New Credit Facility, or if the Borrower is unable to make any of the representations and warranties as stated in the New Credit Facility at the applicable time, the Borrower will be unable to borrow funds or have

21


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

letters of credit issued under the New Credit Facility, which, depending on the circumstances prevailing at that time, could have a material adverse effect on the Borrower’s liquidity and working capital.


Promissory Note

In connection with the Merger, on October 27, 2017, the Company issued the Promissory Note for $22.5 million to certain of GENBAND's equity holders (the "Promissory Note"). The Promissory Note doesdid not amortize, and the principal thereon iswas payable in full on the third anniversary of its execution. Interest on the Promissory Note iswas payable quarterly in arrears and accrued at a rate of 7.5% per year for the first six months after issuance, and thereafter at a rate of 10% per year. The failure to make any payment under the Promissory Note when due and, with respect to payment of any interest, the continuation of such failure for a period of thirty days thereafter, constitutesconstituted an event of default under the Promissory Note. If an event of default occursoccurred under the Promissory Note, the payees maycould declare the entire balance of the Promissory Note due and payable (including principal and accrued and unpaid interest) within five business days of the payees' notification to the Company of such acceleration. Interest that iswas not paid on the interest payment date will increaseincreased the principal amount of the Promissory Note. At March 31, 2019, the Promissory Note balance was $24.7 million, comprised of $22.5 million of principal and $2.2 million of interest converted to principal. At December 31, 2018, the Promissory Note balance was $24.1 million, comprised of $22.5 million of principal and $1.6 million of interest converted to principal.

On April 29, 2019, concurrently with the amendment and restatementclosing of the New Credit Facility as discussed above, the Company repaid in full all outstanding amounts under the Promissory Note.Note, aggregating $24.7 million. The Company did not incur any early termination penalties in connection with this repayment.



(10) REVENUE RECOGNITION

The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606" or the "New Revenue Standard"), which weit adopted on January 1, 2018 using the modified retrospective method.

The Company derives revenues 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 generally allocate the transaction price to each performance obligation on a relative standalone selling price basis. The best evidence of a standalone selling price is the observable price of a good or service when the entity sells that good or service separately in similar circumstances and to similar customers. If the good or service is not sold separately, an entity must estimate the standalone selling price by using an approach that maximizes the use of observable inputs. Acceptable estimation methods include but are not limited to: (1) adjusted market assessment; (2) expected cost plus a margin; and (3) a residual approach (when the standalone selling price is not directly observable and is either highly variable or uncertain).


24


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

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 concluded that its software licenses are functional intellectual property that are distinct, as the user can benefit from the software on its own. The product revenue is typically recognized upon transfer of control or when the software is made available for download, as this is the point that 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 does not recognize software revenue related to the

22


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

renewal of subscription software licenses earlier than the beginning of the subscription period. Hardware product is generally sold with software to provide the customer solution.

Services revenue includes revenue from customer support and other professional services. The Company offers warranties on its products. Certain of the Company's warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, 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.

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 related to the support. 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. 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 vsversus the total estimated labor time required to complete the performance obligation. Revenue is recorded proportionally as costs are incurred or 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.


2325


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
     
Appliances When control of the appliance 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 nine months ended March 31,September 30, 2019 and 2018 was disaggregated as follows:

2426


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)


Three months ended September 30, 2019Product revenue Service revenue (maintenance) Service revenue (professional services) Total revenue
United States$44,701
 $32,709
 $10,113
 $87,523
Europe, Middle East and Africa7,346
 10,899
 2,635
 20,880
Japan2,318
 2,932
 1,652
 6,902
Other Asia Pacific3,199
 4,191
 1,567
 8,957
Other3,588
 8,170
 1,633
 13,391
 $61,152
 $58,901
 $17,600
 $137,653


Three months ended September 30, 2018Product revenue Service revenue (maintenance) Service revenue (professional services) Total revenue
United States$49,699
 $34,065
 $9,040
 $92,804
Europe, Middle East and Africa10,380
 11,504
 2,169
 24,053
Japan3,588
 2,882
 503
 6,973
Other Asia Pacific6,959
 3,551
 906
 11,416
Other6,657
 8,154
 2,411
 17,222
 $77,283
 $60,156
 $15,029
 $152,468


Nine months ended September 30, 2019Product revenue Service revenue (maintenance) Service revenue (professional services) Total revenue
United States$114,525
 $99,281
 $26,919
 $240,725
Europe, Middle East and Africa32,215
 31,016
 8,699
 71,930
Japan9,637
 8,805
 4,223
 22,665
Other Asia Pacific13,580
 11,467
 3,524
 28,571
Other10,734
 22,462
 4,915
 38,111
 $180,691
 $173,031
 $48,280
 $402,002


Nine months ended September 30, 2018Product revenue Service revenue (maintenance) Service revenue (professional services) Total revenue
United States$109,977
 $98,354
 $25,535
 $233,866
Europe, Middle East and Africa29,807
 35,550
 8,157
 73,514
Japan16,128
 8,431
 2,296
 26,855
Other Asia Pacific21,970
 8,905
 3,185
 34,060
Other14,055
 23,049
 5,610
 42,714
 $191,937
 $174,289
 $44,783
 $411,009


The Company's product revenue from indirect sales through its channel partner program and from its direct sales program for the three and nine months ended September 30, 2019 and 2018 was as follows (in thousands):

27


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

Three months ended March 31, 2019Product revenue Service revenue (maintenance) Service revenue (professional services) Total revenue
United States$28,446
 $32,787
 $7,343
 $68,576
Europe, Middle East and Africa6,458
 10,723
 2,849
 20,030
Japan3,961
 2,913
 1,562
 8,436
Other Asia Pacific4,675
 3,663
 869
 9,207
Other3,940
 6,903
 1,836
 12,679
 $47,480
 $56,989
 $14,459
 $118,928


Three months ended March 31, 2018Product revenue Service revenue (maintenance) Service revenue (professional services) Total revenue
United States$17,801
 $31,649
 $7,434
 $56,884
Europe, Middle East and Africa11,420
 11,148
 2,833
 25,401
Japan5,670
 2,853
 955
 9,478
Other Asia Pacific12,887
 3,097
 1,069
 17,053
Other3,753
 7,315
 1,296
 12,364
 $51,531
 $56,062
 $13,587
 $121,180


The Company's product revenue from its direct sales program and from indirect sales through its channel partner program for the three months ended March 31, 2019 and 2018 was as follows (in thousands):
Three months endedThree months ended Nine months ended
March 31,
2019
 March 31,
2018
September 30,
2019
 September 30,
2018
 September 30,
2019
 September 30,
2018
Indirect sales through channel program$19,174
 $8,253
Indirect sales through channel partner program$21,537
 $26,309
 $69,380
 $42,151
Direct sales28,306
 43,278
39,615
 50,974
 111,311
 149,786
$47,480
 $51,531
$61,152
 $77,283
 $180,691
 $191,937


The Company's product revenue from sales to enterprise customers and from sales to service provider customers for the three and nine months ended March 31,September 30, 2019 and 2018 was as follows (in thousands):
Three months endedThree months ended Nine months ended
March 31,
2019
 March 31,
2018
September 30,
2019
 September 30,
2018
 September 30,
2019
 September 30,
2018
Sales to enterprise customers$14,755
 $7,254
$17,458
 $23,581
 $47,295
 $37,534
Sales to service provider customers32,725
 44,277
43,694
 53,702
 133,396
 154,403
$47,480
 $51,531
$61,152
 $77,283
 $180,691
 $191,937


Revenue Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable,receivable; unbilled receivables, which are contract assets,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 whichthat 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

25


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

period. Changes in the contract asset and liability balances during the threenine months ended March 31,September 30, 2019 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 threenine months ended March 31,September 30, 2019 were as follows (in thousands):
Accounts receivable Unbilled accounts receivable Deferred revenue (current) Deferred revenue (long-term)Accounts receivable Unbilled accounts receivable Deferred revenue (current) Deferred revenue (long-term)
Balance at January 1, 2019$174,310
 $13,543
 $105,087
 $17,572
$174,310
 $13,543
 $105,087
 $17,572
Increase (decrease), net(58,339) 5,287
 4,196
 (1,779)(32,533) 7,644
 (21,664) 1,115
Balance at March 31, 2019$115,971
 $18,830
 $109,283
 $15,793
Balance at September 30, 2019$141,777
 $21,187
 $83,423
 $18,687


The decrease in accounts receivable was primarily the result of lower billings in the current year period compared with the Company's typically higher billings at year-end. The Company recognized $33approximately $80 million of revenue in the threenine months ended March 31,September 30, 2019 that was recorded as deferred revenue at December 31, 2018. The Company recognized approximately $33$79 million of revenue in the threenine months ended March 31,September 30, 2018 that was recorded as deferred revenue at December 31, 2017. Of the Company's deferred revenue reported as long-term in its condensed consolidated balance sheet at March 31,September 30, 2019, the Company

28


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

expects that approximately $9$5 million will be recognized as revenue in 2020, approximately $5$8 million will be recognized as revenue in 2021 and approximately $2$6 million will be recognized as revenue in 2022 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. At both March 31,September 30, 2019 and December 31, 2019,2018, the Company had $2.7 million of deferred sales commissions capitalized.


(11) COMMON STOCK REPURCHASES

In the second quarter of 2019, the Board approved a stock repurchase program (the "Repurchase Program") pursuant to which the Company may repurchase up to $75 million of the Company's common stock prior to April 18, 2021. Repurchases under the Repurchase Program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate discretion. The Repurchase Program does not obligate the Company to acquire any particular amount of common stock and may be extended, modified, suspended or discontinued at any time at the Board's discretion. The stock repurchases are being funded using the Company's working capital. During the nine months ended September 30, 2019, the Company spent $4.5 million, including transaction fees, to repurchase and retire 1.0 million shares of its common stock under the Repurchase Program. No shares were repurchased during the three months ended September 30, 2019. At September 30, 2019, the Company had $70.5 million remaining under the Repurchase Program for future repurchases.


(11)(12) STOCK-BASED COMPENSATION PLANS

Amended and Restated2019 Stock Incentive Plan

At the Company's annual meeting of stockholders held on June 5, 2019, the Company's stockholders approved the Ribbon Communications Inc. 2019 Incentive Award Plan (the "2019 Plan"). The 2019 Plan had previously been approved by the Board subject to stockholder approval. Under the 2019 Plan, the Company may grant awards up to 7.0 million shares of common stock (subject to adjustment in the event of stock splits and other similar events), plus 5.1 million shares of common stock that remained available for issuance under the Company's Amended and Restated Stock Incentive Plan as amended (the "Plan""2007 Plan"), on June 5, 2019, plus any shares covered by awards under the 2007 Plan (or the Company's other prior equity compensation plans) that again become available for grant pursuant to the provisions of the 2007 Plan. The 2019 Plan provides for the awardgrant of options to purchase the Company's common stock ("stock options"), stock appreciation rights ("SARs"), restricted stock awards ("RSAs"), performance-based stock awards ("PSAs"), restricted stock units ("RSUs"), performance-based stock awards ("PSAs"), performance-based stock units ("PSUs") and other stock- or cash-based awards. Awards can be granted under the 2019 Plan to the Company's employees, officers and non-employee directors, as well as consultants and advisors of the Company and its subsidiaries.

2007 Plan

The Company's 2007 Plan provides for the award of stock options, SARs, RSAs, RSU, PSAs, PSUs and other stock-based awards to employees, officers, directors (including those directors who are not employees or officers of the Company), consultants and advisors of the Company and its subsidiaries. On and following June 5, 2019, with the exception of shares underlying awards outstanding as of that date, no additional shares may be granted under the 2007 Plan.


2629


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

2002 Stock Option Plan

In connection with the Edgewater Acquisition, the Company assumed Edgewater's Amended and Restated 2002 Stock Option Plan (the "Edgewater Plan") to the extent of the shares underlying the options outstanding under the Edgewater Plan as of the Edgewater Acquisition Date (the "Edgewater Options"). The Edgewater Options were converted to Ribbon stock options (the "Ribbon Replacement Options") using a conversion factor of 0.17, which was calculated based on the acquisition consideration of $1.20 per share of Edgewater common stock divided by the weighted average of the closing price of Ribbon common stock for the ten consecutive days, ending with the trading day that preceded the Edgewater Acquisition Date. This conversion factor was also used to convert the exercise prices of Edgewater Options to Ribbon Replacement Option exercise prices. The Ribbon Replacement Options are vesting under the same schedules as the respective Edgewater Options.

The fair values of the Edgewater Options assumed were estimated using a Black-Scholes option pricing model. The Company recorded $0.7 million as additional purchase consideration for the fair value of the assumed Edgewater Options. The fair value of the Ribbon Replacement Options attributable to future service totaled $1.0 million, which will beis being recognized over a weighted average period of approximately two years.

Executive Equity Arrangements

Stock-for-Cash Bonus Election

In connection with the Company's annual incentive program, certain executives of the Company were given the choice to receive a portion, ranging from 10% to 50% (the "Elected Percentage"), of their fiscal year 2018 bonuses (the "2018 Bonus"), if any were earned, in the form of shares of the Company's common stock (the "2018 Bonus Shares" and such program, the "Stock Bonus Election Program"). Each executive could also elect not to participate in this program and earn his or her 2018 Bonus, if any, in the form of cash. Any executive (other than the Company's Chief Executive Officer and other members of its senior leadership team) who elected to receive a portion of his or her 2018 Bonus in stock would also receive an upliftadditional "uplift" of 20% of the value of the 2018 Bonus Shares in additional shares of the Company’s common stock (the “Uplift Shares”), with the exception of the Company’s Chief Executive Officer and his senior leadership team.. Under the Stock Bonus Election Program, the amount of the 2018 Bonus, if any, for each executive would bewas determined by the Compensation Committee of the Board of Directors (the "Compensation Committee").

The number of shares earned by each of the 23 participants in the Stock Bonus Election Program was calculated by multiplying eachsuch participant's 2018 Bonus as determined by the Compensation Committee by the applicable Elected Percentage (including(plus the amount attributable to Uplift Shares, if applicable) and dividing the resulting amount by $4.97, the closing price of the Company's common stock on March 8, 2019, the date of the company-wide cash bonus payments. The Company granted 198,949 shares in the aggregate in connection with the 2018 Bonus Shares on March 15, 2019, and such shares were fully vested on the date of grant. However, notwithstanding that each such share of common stock was fully vested, each participant in the Stock Bonus Election Program iswas contractually restricted from trading the 2018 Bonus Shares for five months after the date of grant. Both the grant and vestvesting of the 2018 Bonus Shares are included in the RSU table below.

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.

2019 PSU Grants. In March and April 2019, the Company granted certain of its executives an aggregate of 835,735872,073 PSUs, of which 501,441523,244 PSUs had both performance and service conditions (the "Performance PSUs") and 334,294348,829 PSUs had both market and service conditions (the "Market PSUs").

Each executive's Performance PSU grant is comprised of three consecutive fiscal year performance periods from 2019 through 2021 (each, a "Fiscal Year Performance Period"), with one-third of the Performance PSUs attributable to each Fiscal Year Performance Period. The number of shares that will vest for each Fiscal Year Performance Period will be based on the achievement of certain metrics related to the Company's financial performance for the applicable year on a standalone basis (each, a "Fiscal Year Performance Condition"). In the third quarter of 2019, the Company adjusted the 2019 Performance PSU goals to reflect the changes to the Company's calculation of certain metrics. There was no incremental expense in connection

30


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

with this modification. The Company's achievement of the 2019 Fiscal Year Performance Conditions (and the number of shares of Company common stock to vest as a result thereof) will be measured on a linear sliding scale in

27


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

relation to specific threshold, target and stretch performance conditions. The Company is recording stock-based compensation expense for the Performance PSUs based on its assessment of the probability that each performance condition will be achieved and the level, if any, of such achievement. As of March 31,September 30, 2019, the Company determined that the grant date criteria for the 2020 and 2021 Fiscal Year Performance Periods had not been met, as the 2020 and 2021 Fiscal Year Performance Conditions had not been established by the Company. Accordingly, the nominal stock-based compensation expense recorded in the threenine months ended March 31,September 30, 2019 in connection with the Performance PSUs is related only to those PSUs with 2019 Fiscal Year Performance Conditions. The Compensation Committee will determine the number of shares earned, if any, after the Company's financial results for each Fiscal Year Performance Period are finalized. Upon the determination by the Compensation Committee of the number of shares that will be received upon vesting of the Performance PSUs, such number of shares will become fixed and the unamortized expense will be recorded through the remainder of the service period that ends March 15, 2022, at which time the total Performance PSUs earned, if any, will vest, pending each executive's continued employment with the Company through that date. The number of shares of common stock to be achieved upon vesting of the Performance PSUs will in no event exceed 200% of the Performance PSUs. Shares subject to the Performance PSUs that fail to be earned will be forfeited.

The Market PSUs have one three-year performance period which endswill end on December 31, 2021 (the "Market Performance Period"). The number of shares subject to the Market PSUs that will vest, if any, on March 15, 2022, will be dependent upon the Company's total shareholder return ("TSR") compared with the TSR of the companies included in the Nasdaq Telecommunications Index for the same Market Performance Period, measured by the Compensation Committee after the Market Performance Period ends. The shares determined to be earned will vest on March 15, 2022, pending each executive's continued employment with the Company through that date. The number of shares of common stock to be achieved upon vesting of the Market PSUs will in no event exceed 200% of the Market PSUs. Shares subject to the Market PSUs that fail to be earned will be forfeited. The Company recorded nominal stock-based compensation expense related to the Market PSUs in the three months ended March 31, 2019.

2018 PSU Grant. In May 2018, the Company granted its President and Chief Executive Officer Franklin (Fritz) Hobbs ("Mr. Hobbs"), 195,000 PSUs with both performance and service conditions (the "2018 PSUs"). Of the 195,000 2018 PSUs, one-half of such PSUs were eligible to vest based on the achievement of two separate metrics related to the Company's 2018 financial performance (the "2018 Performance Conditions"). The Company's achievement of the 2018 Performance Conditions (and the number of shares of Company common stock to be received upon vesting as a result thereof) will bewere measured on a linear sliding scale in relation to specific threshold, target and stretch performance conditions. The number of shares of common stock to be received upon vesting of the 2018 PSUs would in no event exceed 150% of the 2018 PSUs. In February 2019, the Compensation Committee determined that the performance metrics for one-half of the 2018 PSUs had been achieved at the 106.49% achievement level and one-half of the 2018 PSUs had been achieved at the 150% level. However, in April 2019, the Compensation Committee subsequently determined that the performance metrics for the entire 2018 PSUs had been achieved at the 150% level, for a total of 292,500 shares eligible to be issued, pending Mr. Hobbs’ continued employment with the Company through December 31, 2020, the vesting date of the 2018 PSUs. The Company recorded stock-based compensation expense of $0.2 million in the three months ended March 31, 2019 in connection with the 2018 PSUs.

2017 PSU Grants. On March 31, 2017, the Company granted an aggregate of 165,000 PSUs with both market and service conditions to five of its executives (the "2017 PSUs"). The terms of each PSU grant were such that up to one-third of the shares subject to the respective PSU grant would vest, if at all, on each of the respective first, second and third anniversaries of the date of grant, depending on the Company's TSR compared with the TSR of the companies included in the Nasdaq Telecommunications Index for the same fiscal year, measured by the Compensation Committee after each of the fiscal years as defined by each grant (each, a "Performance Period"). The shares determined to be earned would vest on the anniversary of the grant date following each Performance Period. Shares subject to the PSUs that failed to be earned would be forfeited. In March 2018, the Compensation Committee determined that the performance metrics for the 2017 PSUs for the 2017 Performance Period had been achieved at the 130% level and accordingly, 33,584 shares in the aggregate were released to the three executives holding such outstanding grants, comprised of 25,834 shares, representing the 100% achievement target, granted on March 31, 2017 and 7,750 shares, representing the 30% achievement over target, granted on March 31, 2018. In February 2019, the Compensation Committee determined that the performance metrics for the 2017 PSUs for the 2018 Performance Period had been achieved at the 61.4% level and accordingly, 9,466 were released to the three executives holding such outstanding grants on March 31, 2019. The shares that failed to be earned for the 2018 Performance Period, aggregating 5,950 shares, were forfeited. At March 31,Accordingly, at September 30, 2019, there were no remaining unvested 2017 PSUs outstanding. The release and forfeiture of the shares related to the 2018 Performance Period are included in the PSU table below.

2831


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

forfeiture of the shares related to the 2018 Performance Period are included in the PSU table below.

Accounting for PSUs with Market Conditions. PSUs that include a market condition require the use of a Monte Carlo simulation approach to model future stock price movements based upon the risk-free rate of return, the date of return, the volatility of each entity and the pair-wise covariance between each entity. These results are then used to calculate the grant date fair values of the respective PSUs. The Company is required to record expense for the PSUs with market conditions through their respective final vesting dates, regardless of the number of shares that are ultimately earned. As of March 31,During the three months ended June 30, 2019, the calculation ofCompany completed the analysis required to determine the grant date fair value of the Market PSUs, had not been completed. Thedetermining that such value was $7.24 per share, and the Company used a grant date fair value of $5.22, the closing stock price on the date of grant,recorded nominal incremental stock-based compensation expense to calculate expense attributable to the three months ended March 31, 2019account for the Market PSUs. The Company is also using this stock price for PSU activity reported in the PSU table below. Upon completion of the Monte Carlo analysis and finalization ofadjustment to the grant date fair value of the Market PSUs which it expects to complete infrom the second quarter of 2019, the Company will record a cumulative adjustment to expense and adjust theirprior quarter. The adjusted grant date fair for subsequent reporting. The Company does not expectvalue of the cumulative adjustment to expense will have a material impact on its consolidated financial statements.Market PSUs is reflected in the PSU activity reported in the PSU table below.

Stock Options

The activity related to the Company's outstanding stock options for the threenine months ended March 31,September 30, 2019 was as follows:
Number of
Shares
 
Weighted
Average
Exercise Price
 
Weighted
Average
Remaining
Contractual Term
(years)
 
Aggregate
Intrinsic Value
(in thousands)
Number of
Shares
 
Weighted
Average
Exercise Price
 
Weighted
Average
Remaining
Contractual Term
(years)
 
Aggregate
Intrinsic Value
(in thousands)
Outstanding at January 1, 2019582,061
 $9.01
    582,061
 $9.01
    
Granted
 $
  
 $
  
Exercised(88,354) $1.70
  (126,015) $1.85
  
Forfeited(12,991) $2.62
  (38,666) $2.55
  
Expired(20,724) $9.63
  (109,757) $12.15
  
Outstanding at March 31, 2019459,992
 $10.56
 4.93 $527
Vested or expected to vest at March 31, 2019446,586
 $10.81
 4.84 $489
Exercisable at March 31, 2019355,789
 $13.02
 4.08 $216
Outstanding at September 30, 2019307,623
 $11.63
 5.12 $416
Vested or expected to vest at September 30, 2019302,858
 $11.78
 5.07 $399
Exercisable at September 30, 2019260,793
 $13.35
 4.67 $240

  
Additional information regarding the Company's stock options for the three and nine months ended March 31,September 30, 2019 was as follows (in thousands):
Three months ended Nine months ended
September 30,
2019
 September 30,
2019
Total intrinsic value of stock options exercised$347
$59
 $456
Cash received from the exercise of stock options$151
$43
 $233


Restricted Stock Awards and Units

The activity related to the Company's RSAs for the threenine months ended March 31,September 30, 2019 was as follows:
Shares 
Weighted
Average
Grant Date
Fair Value
Shares 
Weighted
Average
Grant Date
Fair Value
Unvested balance at January 1, 20191,508,011
 $6.90
1,508,011
 $6.90
Granted
 $

 $
Vested(540,503) $7.03
(866,650) $6.92
Forfeited(12,165) $7.04
(45,244) $7.04
Unvested balance at March 31, 2019955,343
 $6.82
Unvested balance at September 30, 2019596,117
 $6.85



2932


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

The activity related to the Company's RSUs for the threenine months ended March 31,September 30, 2019 was as follows:
Shares 
Weighted
Average
Grant Date
Fair Value
Shares 
Weighted
Average
Grant Date
Fair Value
Unvested balance at January 1, 2019636,300
 $6.52
636,300
 $6.52
Granted1,567,675
 $5.22
2,805,132
 $4.99
Vested(266,310) $5.68
(430,316) $6.07
Forfeited
 $
(116,794) $5.37
Unvested balance at March 31, 20191,937,665
 $5.58
Unvested balance at September 30, 20192,894,322
 $5.16


The total grant date fair value of shares of restricted stock granted under RSAs and RSUs that vested during the threenine months ended March 31,September 30, 2019 was $5.38.6 million.

Performance-Based Stock Units
    
The activity related to the Company's PSUs for the threenine months ended March 31,September 30, 2019 was as follows:
Shares 
Weighted
Average
Grant Date
Fair Value
Shares 
Weighted
Average
Grant Date
Fair Value
Unvested balance at January 1, 2019210,416
 $5.77
210,416
 $5.77
Granted835,735
 $5.22
872,073
 $6.03
Vested(9,466) $8.55
(9,466) $8.55
Forfeited(5,950) $8.55
(5,950) $8.55
Unvested balance at March 31, 20191,030,735
 $5.28
Unvested balance at September 30, 20191,067,073
 $5.94


The total grant date fair value of shares of restricted stock granted under PSUs that vested during the threenine months ended March 31,September 30, 2019 was $0.1 million.

Employee Stock Purchase Plan

The Company's Amended and Restated 2000 Employee Stock Purchase Plan ("ESPP") is designed to provide eligible employees of the Company and its participating subsidiaries an opportunity to purchase common stock of the Company through accumulated payroll deductions. The ESPP provides for six-month offering periods with the purchase price of the stock equal to 85% of the lesser of the closing market price on the first or last day of the offering period. The maximum number of shares of common stock an employee may purchase during each offering period is 500, subject to certain adjustments pursuant to the ESPP.

In May 2017, the Compensation Committee determined to suspend all offering periods under the ESPP, effective September 1, 2017, until such time after the Merger Date as the Compensation Committee determined was best in its sole discretion. The Company's Board of Directors voted to re-implement the ESPP effective December 1, 2018 for employees in certain geographic regions, with the first purchase date of the re-implemented ESPP scheduled forcompleted on May 31, 2019. The ESPP will expire on May 20, 2020.

Stock-Based Compensation

The condensed consolidated statements of operations include stock-based compensation for the three and nine months ended March 31,September 30, 2019 and 2018 as follows (in thousands):

3033


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

Three months endedThree months ended Nine months ended
March 31,
2019
 March 31,
2018
September 30,
2019
 September 30,
2018
 September 30,
2019
 September 30,
2018
Product cost of revenue$14
 $51
$26
 $21
 $62
 $91
Service cost of revenue92
 132
124
 65
 367
 264
Research and development507
 900
521
 313
 1,359
 1,364
Sales and marketing984
 874
721
 585
 2,265
 1,944
General and administrative2,542
 867
1,093
 1,532
 4,101
 3,758
$4,139
 $2,824
$2,485
 $2,516
 $8,154
 $7,421


There iswas no income tax benefit for employee stock-based compensation expense for the threenine months ended March 31,September 30, 2019 or 2018 due to the valuation allowance recorded.

At March 31,September 30, 2019, there was $16.4$9.1 million, net of expected forfeitures, of unrecognized stock-based compensation expense related to unvested stock options, awards and units and the ESPP. This expense is expected to be recognized over a weighted average period of approximately two years.




(12)(13) MAJOR CUSTOMERS

The following customers contributed 10% or more of the Company's revenue in the three and nine months ended March 31,September 30, 2019 and 2018:
 Three months ended
 March 31,
2019
 March 31,
2018
Verizon Communications Inc.15% 12%
AT&T Inc.10% *

* Represents less than 10% of revenue.
 Three months ended Nine months ended
 September 30,
2019
 September 30,
2018
 September 30,
2019
 September 30,
2018
AT&T Inc.16% 12% 12% 10%
Verizon Communications Inc.15% 13% 17% 15%


At March 31,September 30, 2019, twothree customers accounted for 10% or more of the Company's accounts receivable balance, representing approximately 26%42% in the aggregate of the Company's total accounts receivable. At December 31, 2018, two customers accounted for 10% or more of the Company's accounts receivable balance, representing approximately 32% in the aggregate of total accounts receivable. 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 been within management's expectations.



(13)(14) RELATED PARTY TRANSACTIONS

As a portion of the consideration for the Merger, on October 27, 2017, the Company issued a Promissory Note for $22.5 million to certain of GENBAND's equity holders who, following the Merger, owned greater than five percent of the Company's outstanding shares. As described in Note 9, above, the Promissory Note doesdid not amortize and the principal thereon iswas payable in full on the third anniversary of its execution. Interest on the Promissory Note iswas payable quarterly in arrears and accrued at a rate of 7.5% per year for the first six months after issuance, and thereafter at a rate of 10% per year. The failure to make any payment under the Promissory Note when due and, with respect to payment of any interest, the continuation of such failure for a period of thirty days thereafter, constitutesconstituted an event of default under the Promissory Note. If an event of default occursoccurred under the Promissory Note, the payees maycould declare the entire balance of the Promissory Note due and payable (including principal

31


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

and accrued and unpaid interest) within five business days of the payees' notification to the Company of such acceleration. At March 31, 2019, the Promissory Note balance was $24.7 million, which was comprised of $22.5 million of principal, plus $2.2 million of interest converted to principal. At December 31, 2018, the Promissory Note balance was $24.1 million, which was comprised of $22.5 million of principal, plus $1.6 million of interest converted to principal.


34


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

On April 29, 2019, the Company repaid in full all outstanding amounts under the Promissory Note.Note, aggregating $24.7 million. The Company did not incur any early termination penalties in connection with this repayment.



(14)(15) INCOME TAXES

The Company's income tax provisions for the threenine months ended March 31,September 30, 2019 and 2018 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 that they occur. These estimates are reevaluated each quarter based on the Company's estimated tax expense for the full year. The estimated effective rates for the nine months ended September 30, 2019 and 2018 do not include any expense or benefit for the Company's domestic losses foror Ireland operations, since the three months ended March 31, 2019 and 2018 or for the Company's Ireland losses for the three months ended March 31, 2018, as the Company has concluded that a valuation allowance is required.

The Tax Cuts and Jobs Act enacted in December 2017 allowedwas required for a measurement period to complete the accounting for certain elements of the tax reform. The Company recorded a nominal adjustment in the three months ended March 31, 2018 to reduce the benefit of the provisional impact relating to the change in its deferred tax assets as a result of the new federal tax rate of 21%.

both jurisdictions.


(15)(16) LEASES

The Company has operating and finance leases for corporate offices, research and development facilities, and certain equipment. Operating leases are reported separately andin the Company's condensed consolidated balance sheet at September 30, 2019. Assets acquired under finance leases are included in Property and equipment, net, in the condensed consolidated balance sheetsheets at March 31, 2019. Finance leases are included in PropertySeptember 30, 2019 and equipment, net, in the condensed consolidated balance sheet at December 31, 2018.

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 many of the Company's leases do not have a readily determinable implicit rate, the Company typically uses its incremental borrowing rate based on the 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 March 31,September 30, 2019 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

32


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

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.

In connection with the 2019 Restructuring Initiative, certain lease assets related to facilities will be partially or fully vacated as the Company consolidates its facilities. The Company has no plans to enter into sublease agreements for certain

35


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

facilities. The Company ceased use of these facilities in the third quarter of 2019. Accordingly, the Company accelerated the amortization of the associated lease assets through the planned cease-use date of each facility, resulting in additional amortization expense of $0.6 million and $3.5 million in the three and nine months ended September 30, 2019, respectively. The Company also recorded a liability of $0.9 million and $1.0 million in the three and nine months ended September 30, 2019, respectively, for all future anticipated variable lease costs related to these facilities. This incremental accelerated amortization and estimated future variable lease costs are included in Restructuring and related expense in the Company's condensed consolidated statements of operations, as applicable, for the three and nine months ended September 30, 2019. The Company may incur additional future expense if it is unable to sublease other locations included in the Facilities Initiative.

The Company leases its corporate offices and other facilities under operating leases, which expire at various times through 2029. The Company's corporate headquarters is located in a leased facility in Westford, Massachusetts, consisting of 97,500 square feet under a lease that expires in August 2028. The Company's finance leases primarily consist of equipment.

The Company's right-of-use lease assets and lease liabilities at March 31,September 30, 2019 and December 31, 2018 were as follows (in thousands):

Classification March 31,
2019
 December 31,
2018
Classification September 30,
2019
 December 31,
2018
Assets          
Operating lease assetsOperating lease right-of-use assets $42,166
 $
Operating lease right-of-use assets $37,132
 $
Finance lease assets*,**
Property and equipment, net 1,850
 2,104
Finance lease assets*Property and equipment, net 1,362
 2,104
Total leased assets $44,016
 $2,104
 $38,494
 $2,104
        
Liabilities        
Current        
OperatingOperating lease liabilities $7,214
 $
Operating lease liabilities $7,568
 $
FinanceAccrued expenses and other 1,026
 1,039
Accrued expenses and other 1,026
 1,039
Noncurrent        
OperatingOperating lease liabilities, net of current 39,151
 
Operating lease liabilities, net of current 37,600
 
FinanceOther long-term liabilities 1,107
 1,324
Other long-term liabilities 1,096
 1,324
Total lease liabilities $48,498
 $2,363
 $47,290
 $2,363

* Finance lease assets were recorded net of accumulated depreciation of $1.1$1.6 million at March 31, 2019 and $0.9 million at September 30, 2019 and December 31, 2018.
** Finance lease assets2018, respectively, and were reported as capital lease assets prior to the Company's adoption of ASU 2016-02.ASC 842.


The components of lease expense for the three and nine months ended March 31,September 30, 2019 were as follows (in thousands):
Operating lease cost $2,441
 Three months ended Nine months ended
 September 30,
2019
 September 30,
2019
    
Operating lease cost* $2,988
 $11,063
Finance lease cost      
Amortization of leased assets 244
 244
 732
Interest on lease liabilities 64
 90
 210
Short-term lease cost 4,671
 4,777
 14,183
Variable lease costs (costs excluded from minimum fixed lease payments) 601
Variable lease costs (costs excluded from minimum fixed lease payments)** 1,727
 2,932
Net lease cost $8,021
 $9,826
 $29,120

* Operating lease cost for the three and nine months ended September 30, 2019 includes $0.6 million and $3.5 million, respectively, of accelerated amortization for certain assets partially or fully vacated in 2019 with no intent or ability to sublease.

36


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

** Variable lease costs for the three and nine months ended September 30, 2019 include a $0.9 million accrual for all future estimated variable expenses related to certain assets partially or fully vacated in 2019 with no intent or ability to sublease.


The Company elected to use the alternative transition method, as described in ASU 2018-11, which allows entities to initially apply ASU 2016-02ASC 842 at the adoption date with no subsequent adjustments to prior period lease costs for comparability. As a result, operating leases in periods prior to the Company's adoption of ASU 2016-02ASC 842 were not recorded on the condensed consolidated balance sheet. Prior to the adoption of ASU 2016-02,ASC 842, rent expense (including any escalation clauses, free rent and other lease

33


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

concessions) on operating leases was recognized on a straight-line basis over the minimum lease term, and this remains consistent with the Company's application of ASU 2016-02.ASC 842. Rent expense for the operating leases was $3.0$2.8 million and $8.8 million for the three and nine months ended March 31, 2018.September 30, 2018, respectively. Interest expense for finance leases was approximately $19,000$13,000 and amortization$49,000 for the three and nine months ended September 30, 2018, respectively. Amortization expense for finance leases was $0.1 million and $0.3 million for the three and nine months ended March 31, 2018.September 30, 2018, respectively.

Other information related to the Company's leases as of and for the threenine months ended March 31,September 30, 2019 was as follows (in thousands, except lease terms and percentages):
Cash paid for amounts included in the measurement of lease liabilities  
Operating cash flows from operating leases$2,355
$7,850
Operating cash flows from finance leases$64
$210
Financing cash flows from finance leases$230
$698
Weighted average remaining lease term (years)  
Operating leases7.30
6.87
Finance leases1.90
2.11
Weighted average discount rate  
Operating leases6.54%6.54%
Finance leases12.29%10.84%


Future minimum fixed lease payments under noncancellablenoncancelable leases at March 31,September 30, 2019 were as follows (in thousands):
Operating FinanceOperating Finance
leases leasesleases leases
Remainder of 2019$7,457
 $1,052
$2,621
 $341
20209,202
 1,039
9,866
 1,178
20218,351
 299
9,039
 708
20226,584
 
7,314
 144
20236,298
 
6,968
 
2024 and beyond20,745
 
20,419
 
Total lease payments58,637
 2,390
56,227
 2,371
Less: interest(12,272) (257)(11,059) (249)
Present value of lease liabilities$46,365
 $2,133
$45,168
 $2,122


Future minimum fixed lease payments under noncancellablenoncancelable leases at December 31, 2018 and as reported in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2018 were as follows (in thousands):

37


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

 Operating Finance
 leases* leases
2019$10,705
 $1,386
20208,384
 1,010
20217,455
 288
20225,691
 
20235,430
 
2024 and beyond19,818
 
  Total lease payments$57,483
 2,684
  Less: interest  (321)
    Present value of lease liabilities**  $2,363


* The amounts in this column include restructuring payments aggregating approximately $1 million, of which approximately 50% was due in less than one year and the remainder was due in one to three years. These amounts exclude current estimated sublease income aggregating approximately $125,000 over the remaining lease terms for restructured facilities.
** Prior to the Company's adoption of ASU 2016-02ASC 842 on January 1, 2019, operating leases were not recorded on the

34


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

condensed consolidated balance sheet and no interest component was calculated.



(16)(17) COMMITMENTS AND CONTINGENCIES

TheLitigation Settlement

As previously disclosed, the Company iswas involved in six lawsuits (together, the "Lawsuits") with Metaswitch Networks Ltd., Metaswitch Networks Corp. and Metaswitch Inc. (together, “Metaswitch”"Metaswitch"). In five of the Lawsuits, the Company iswas the plaintiff and, in three of those five lawsuits, the Company iswas also a counterclaim defendant. In the sixth case, the Company iswas the defendant. On January 21, 2014, GENBAND and the Company’s indirectly-owned subsidiary, GENBAND US LLC, filed a complaint in the Eastern District of Texas, Marshall Division, alleging that Metaswitch infringed certain patents owned by GENBAND. Following unsuccessful mediation, a trial took place and on January 15, 2016, the jury awarded $8.2 million in past royalty damages to GENBAND, which neither GENBAND nor the Company has recorded. On September 29, 2016, the district court confirmed the jury verdict following motions from both parties. On March 22, 2018, the district court entered final judgment awarding GENBAND $8.9 million in royalties for damages through January 15, 2016 at rates set by the district court, excluding pre- and post-judgment interest and costs. On April 10, 2018, the clerk of the district court set the awarded costs at $0.4 million. On April 19, 2018, Metaswitch filed a notice of appeal (the "Appeal") on the judgment with United States Court of Appeals for the Federal Circuit (the "Appeals Court"), and filed its appeal brief on July 6, 2018. Oral argument on the appeal occurred on March 8, 2019 and the parties are awaiting the Appeals Court's ruling on the Appeal.

On April 18, 2018, through Sonus, the Company filed a complaint in the Eastern District of Texas, Marshall Division, alleging that Metaswitch is continuing to infringe the patents from the first lawsuit above through sales of Metaswitch's allegedly "redesigned" products. This suit seeks a finding that Metaswitch's infringement is willful. This suit also alleges false advertising and seeks monetary damages resulting from allegedly false and misleading statements Metaswitch made regarding the first lawsuit. On March 25, 2019, the district court stayed the case pending the Appeals Court's ruling on the Appeal.

Through Sonus and GENBAND US LLC, the Company is involved as plaintiff and counterclaim defendant in a lawsuit with Metaswitch regarding claims that Metaswitch misappropriated trade secrets of GENBAND, and the Company is seeking monetary damages. This case is pending in state court in Dallas County, Texas, and stems from claims originally brought in a patent lawsuit between GENBAND and Metaswitch. The state court action was filed on March 28, 2017. Metaswitch filed its answer on April 21, 2017, in which it asserted counterclaims against GENBAND. On July 11, 2018, Metaswitch filed its fifth amended answer and counterclaims against GENBAND. The Texas state court has set a special setting for a trial for this case on April 22, 2019.

Through Sonus, the Company is also involved as plaintiff and counterclaim defendant in two patent infringement lawsuits with Metaswitch asserting the infringement of a total of ten patents that came into the Company from Sonus, and the Company is seeking monetary damages. Sonus filed these two lawsuits in the Eastern District of Texas, Marshall Division, on March 8, 2018. Metaswitch filed its answers on May 15, 2018, in which it asserted counterclaims against Sonus, including alleged infringement by the Company and Sonus of a total of ten patents. The district court has set trials for these cases to occur on February 18, 2020 and June 15, 2020.

On November 19, 2018, Metaswitch filed a complaint against the Company and several of its subsidiaries in the Southern District of New York, alleging various antitrust violations based, in large part, on allegations that GENBAND should not have brought its successful patent infringement lawsuit against Metaswitch. Metaswitch is seeking monetary damages. On March 7, 2019, the district court granted the Company's motion to reassign the case to the Eastern District of Texas, Marshall Division. On March 25, 2019, the district court for the Eastern District of Texas, Marshall Division, stayed the case pending the Appeals Court's ruling on the Appeal.

On April 22, 2019, the Company and Metaswitch agreed to a binding mediator's proposal (the "Mediation Agreement") that resolvesresolved the six Lawsuits between the Company and Metaswitch (the "Lawsuits"). The Company and Metaswitch will be memorializing the Mediationsigned a Settlement and Cross-License Agreement in final settlement documents.on May 29, 2019 (the "Royalty Agreement"). Pursuant to the terms of the MediationRoyalty Agreement, Metaswitch has agreed to pay the Company an aggregate amount of $63.0 million, which includes cash payments of $37.5 million during the second quarter of 2019 and $25.5 million payable in three installments annually, beginning inJune 26, 2020, andwith such installment payments by Metaswitch will accrueaccruing interest at a rate of 4% per year. The Company and Metaswitch expect to

35


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

cross-license certain patents thatAs part of the Royalty Agreement, the Company and Metaswitch own. (i) have released the other from all claims and liabilities; (ii) have licensed each party's existing patent portfolio to the other party; and (iii) have requested the applicable courts to dismiss the Lawsuits.

The Company received $37.5 million of aggregate payments from Metaswitch in the second quarter of 2019 and Metaswitch have agreed to stayrecorded notes receivable for future payments of $25.5 million, comprised of $8.5 million in Other current assets and $17.0 million in Other assets in the Lawsuits pendingcondensed consolidated balance sheet at September 30, 2019. This activity is included in cash flows from operating activities in the completioncondensed consolidated statement of cash flows for the finalnine months ended September 30, 2019. The gain from the settlement documents.of $63.0 million is included in Other income (expense), net, in the Company's condensed consolidated statement of operations for the nine months ended September 30, 2019.

Contingencies

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 Raymond P. Dolan, Mark T. Greenquist and Michael Swade (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

38


RIBBON COMMUNICATIONS INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(unaudited)

subject of the order,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. Briefing on the issue was completed on January 30,On June 21, 2019, and the Massachusetts District Court isappointed 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. The Defendants are expected to issue a decision shortly. The Company has not yet filed an answer, and the Massachusetts District Court has not yet set a schedule.reply to such opposition on or before November 1, 2019.

In addition, the Company is often a party to disputes and legal proceedings that it considers routine and incidental to its business. Management does not expect the results of any of these actions to have a material effect on the Company's business or condensed consolidated financial statements.



(17) SUBSEQUENT EVENTS

In the second quarter of 2019, the Company's Board of Directors (the "Board") approved a stock repurchase program pursuant to which the Company may repurchase up to $75.0 million of the Company's common stock prior to April 18, 2021. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate discretion. This program does not obligate the Company to acquire any particular amount of common stock and the program may be extended, modified, suspended or discontinued at any time at the Board's discretion.

On April 22, 2019, the Company and Metaswitch agreed to the Mediation Agreement that resolves the Lawsuits. See Note 16 included herein for a discussion of the Lawsuits and Mediation Agreement.

On April 29, 2019, the Company amended and restated its Credit Facility. See Note 9 included herein for a discussion of the New Credit Facility.

On April 29, 2019, concurrently with entering into the New Credit Facility, the Company repaid in full the Promissory Note dated as of October 27, 2017. See Notes 9 and 13 included herein for a discussion of the Promissory Note and its repayment.



Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations


The following discussion of the financial condition and results of operations of Ribbon Communications Inc. should be read in conjunction with the condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K/A, for the year ended December 31, 2018, which was filed with the U.S. Securities and Exchange Commission on March 5, 2019.



Overview

We are a leading provider of next generation ("NextGen") software solutions to telecommunications, wireless and cable service providers and enterprises across industry verticals. With over 1,000 customers around the globe, including some of the largest telecommunications service providers and enterprises in the world, we enable service providers and enterprises to modernize their communications networks through software and provide secure real-time communications ("RTC") solutions to their customers and employees. By securing and enabling reliable and scalable Internet Protocol ("IP") networks, we help service providers and enterprises adopt the next generation of software-based virtualized and cloud communications technologies for service providers to drive new, incremental revenue while protecting their existing revenue streams. Our software solutions provide a secure way for our customers to connect and leverage multivendor, multiprotocol communications systems and applications across their networks and the cloud, around the world and in a rapidly changing ecosystem of IP-enabled devices, such as smartphones and tablets. In addition, our software solutions secure cloud-based delivery of unified communications ("UC") solutions - both for service providers transforming to a cloud-based network and for enterprises using cloud-based UC. We sell our software solutions through both direct sales and indirect channels, globally, leveraging the assistance of resellers, and we provide ongoing support to our customers through a global services team with experience in design, deployment and maintenance of some of the world's largest IP networks.

Business Acquisitions

Anova Data, Inc.

On February 28, 2019 (the "Anova Acquisition Date"), we acquired the business and technology assets of Anova Data, Inc. ("Anova"), a private company headquartered in Westford, Massachusetts (the "Anova Acquisition"). Anova is a provider of advanced analytics solutions and its NextGen products provide a cloud-native, streaming analytics platform for network and subscriber optimization and monetization. The Company believes that the acquisition of Anova Acquisition will reinforce and extend Ribbon's strategy to expand into network optimization, security and data monetization via big data analytics and machine learning.

As consideration for the Anova Acquisition, we issued 2.9 million shares of Ribbonour common stock with a fair value of $15.2 million to Anova's sellers and equityholdersequity holders on the Anova Acquisition Date and held back an additional 0.3 million shares of


our common stock with a fair value of $1.7 million, some or all of which could be issued subject to post-closing adjustments (the "Anova Deferred Consideration"). The Anova Deferred Consideration is included as a component of Accrued expenses and other current liabilities in our condensed consolidated balance sheet at March 31,September 30, 2019.

The Anova Acquisition has been accounted for as a business combination and the financial results of Anova have been included in the Company'sour consolidated financial statements for the period subsequent to its acquisition.the Anova Acquisition Date.

Edgewater Networks, Inc.

On August 3, 2018 (the "Edgewater Acquisition Date"), we completed our acquisition of Edgewater Networks, Inc. ("Edgewater"), a private company headquartered in San Jose, California (the "Edgewater Acquisition"). Edgewater is a market leader in Network Edge Orchestration for the small and medium enterprise and UC market. We believe that the acquisition of Edgewater Acquisition advances our strategy by offering our global customer base a complete core-to-edge product portfolio, end-to-end service assurance and analytics solutions, and a fully integrated SD-WAN service.

As consideration for the Edgewater Acquisition, we paid, in the aggregate, approximately $46 million of cash, net of cash acquired, and issued 4.2 million shares of Ribbon common stock to Edgewater's selling shareholders and holders of vested in-the-money options and warrants to acquire common stock of Edgewater (the "Edgewater Selling Stakeholders") on the Edgewater Acquisition Date. The cash payment was funded through our existingthen-existing credit facility. We had previously agreed to pay the Edgewater Selling Stakeholders an additional $30 million of cash, $15 million of which was to be paid six months from the Edgewater Acquisition Date and the other $15 million of which was to be paid as early as nine months from the Edgewater Acquisition Date and no later than 18 months from the Edgewater Acquisition Date (the exact timing of which would depend on the amount of revenue generated from the sales of Edgewater products in 2018) (the "Edgewater Deferred Consideration").

On February 15, 2019, we and the Edgewater Selling Stakeholders agreed to reduce the amount of Edgewater Deferred Consideration from $30 million to $21.9 million and agreed that all such deferred consideration would be payable on March 8, 2019. We paid the Edgewater Selling Stakeholders $21.9 million on March 8, 2019 and recorded the reduction to the Edgewater Deferred Consideration of $8.1 million in Other income, net, in our condensed consolidated statement of operations for the threenine months ended March 31,September 30, 2019.



The Edgewater Acquisition has been accounted for as a business combination and the financial results of Edgewater have been included in our consolidated financial statements for the period subsequent to the Edgewater Acquisition Date.

Litigation Settlement

On April 22, 2019, we and Metaswitch agreed to a binding mediator's proposal that resolves the six previously disclosed lawsuits between the Company and Metaswitch (the "Lawsuits"). We and Metaswitch signed a Settlement and Cross-License Agreement on May 29, 2019 (the "Royalty Agreement"). Pursuant to the terms of the Royalty Agreement, Metaswitch agreed to pay us an aggregate amount of $63.0 million, which included cash payments of $37.5 million during the second quarter of 2019 and $25.5 million payable in three installments annually, beginning June 26, 2020, with such installment payments accruing interest at a rate of 4% per year. As part of the Royalty Agreement, we and Metaswitch (i) have released the other from all claims and liabilities; (ii) have licensed each party's existing patent portfolio to the other party; and (iii) have requested the applicable courts to dismiss the Lawsuits. We received $37.5 million of aggregate payments from Metaswitch in the second quarter of 2019 and recorded notes receivable for future payments of $25.5 million, comprised of $8.5 million in Other current assets and $17.0 million in Other assets in our condensed consolidated balance sheet at September 30, 2019. We recorded the $63.0 million gain in Other income, net, in our condensed consolidated statement of operations for the nine months ended September 30, 2019.

Financial Overview

Financial Results

We reported lossesincome from operations of approximately $36$3 million and a loss from operations of approximately $8 million for the three months ended March 31,September 30, 2019 and $422018, respectively. We reported losses from operations of approximately $41 million and $67 million for the threenine months ended March 31, 2018.September 30, 2019 and 2018, respectively.



Our revenue was approximately $119$138 million and $152 million in the three months ended March 31,September 30, 2019 and $1212018, respectively. Our revenue was approximately $402 million and $411 million in the threenine months ended March 31, 2018.September 30, 2019 and 2018, respectively.

Our gross profit was approximately $57$79 million and $82 million in the three months ended March 31,September 30, 2019 and $55 million in the three months ended March 31, 2018.2018, respectively. Our gross profit as a percentage of revenue ("total gross margin") was approximately 48%57% and 54% in the three months ended March 31,September 30, 2019 and 46%2018, respectively. Our gross profit was approximately $216 million and $213 million in the threenine months ended March 31, 2018.September 30, 2019 and 2018, respectively. Our gross margin was approximately 54% and 52% in the nine months ended September 30, 2019 and 2018, respectively.

Our operating expenses were approximately $93$76 million and $90 million in the three months ended March 31,September 30, 2019 and $98 million in the three months ended March 31, 2018.2018, respectively. Operating expenses for the three months ended March 31,September 30, 2019 included approximately $3$2 million of acquisition- and integration-related expense and approximately $5$2 million of restructuring and related expense. Operating expenses for the three months ended March 31,September 30, 2018 included approximately $4$6 million of acquisition- and integration-related expense and $2 million of restructuring and related expense.

Our operating expenses were approximately $257 million and $279 million in the nine months ended September 30, 2019 and 2018, respectively. Operating expenses for the nine months ended September 30, 2019 included approximately $7 million of acquisition- and integration-related expense and approximately $16 million of restructuring and related expense. Operating expenses for the nine months ended September 30, 2018 included approximately $14 million of acquisition- and integration-related expense and approximately $15 million of restructuring and related expense.

We recorded stock-based compensation expense of approximately $4$2 million in the three months ended March 31, 2019 and $3 million in the three months ended March 31, 2018.September 30, 2019 and 2018, respectively. We recorded stock-based compensation expense of approximately $8 million and $7 million in the nine months ended September 30, 2019 and 2018, respectively. These amounts are included as components of both Cost of revenue and Operating expenses in our condensed consolidated statements of operations.

See "Results of Operations" in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") for a discussion of the changes in our revenue and expenses for the three and nine months ended March 31,September 30, 2019 compared with the three and nine months ended March 31,September 30, 2018.

Restructuring and Cost Reduction Initiatives

In June 2019, we implemented a restructuring plan to further streamline our global footprint, improve our operations and enhance our customer delivery (the "2019 Restructuring Initiative"). The 2019 Restructuring Initiative includes facility consolidations, refinement of our research and development activities, and a reduction in workforce. In connection with this initiative, we expect to reduce our focus on hardware and appliance-based development over time and to increase our development focus on software virtualization, functional simplicity and important customer requirements. The facility consolidations under the 2019 Restructuring Initiative (the "Facilities Initiative") include a consolidation of our North Texas sites into a single campus, housing engineering, customer training and support, and administrative functions, as well as a reduction or elimination of certain excess and duplicative facilities worldwide. In addition, we intend to substantially consolidate our global software laboratories and server farms into two lower cost North American sites. We estimate that the 2019 Restructuring Initiative will reduce our cost footprint by approximately $25 million on an annualized basis once complete and that we will realize approximately $10 million of savings in 2019. However, we intend to reinvest our savings toward our software development efforts. We expect that the actions under the Facilities Initiative will be completed at the end of 2020. In connection with the 2019 Restructuring Initiative, we recorded restructuring expense and accrued approximately $8 million in the nine months ended September 30, 2019, comprised of approximately $2 million in the three months ended September 30, 2019 and approximately $6 million in the three months ended June 30, 2019. The amount recorded in the three months ended September 30, 2019 was comprised of approximately $1 million for severance and related costs for approximately 20 employees and approximately $1 million for variable and other facilities-related costs. The amount recorded in the three months ended June 30, 2019 was primarily for severance and related costs for approximately 110 employees. We expect that nearly all of this amount will be paid by the end of 2019. We estimate that we will record nominal additional restructuring expense related to severance and related costs under the 2019 Restructuring Initiative in the remainder of 2019. We may incur additional future expense if we are unable to sublease other locations included in the Facilities Initiative.

Accelerated rent amortization is recognized from the date that we commence 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. We recorded approximately $1 million and $4 million of accelerated rent amortization in the three and nine months ended September 30, 2019, respectively, as components of Restructuring and related expense. We continue to evaluate our properties included in the Facilities Initiative


for accelerated amortization and/or right-of-use asset impairment.

In connection with the Merger, we implemented a restructuring plan in the fourth quarter of 2017 to eliminate certain redundant positions and facilities within the combined companies (the "Merger Restructuring Initiative"). In connection with this initiative, we recorded restructuring and related expense of approximately $5 million in the nine months ended September 30, 2019, comprised of nominal expense in the three months ended June 30, 2019 and approximately $5 million in the three months ended March 31, 2019, primarily for severance and related costs for approximately 40 employees,employees. We recorded approximately $14 million of restructuring and related expense in the nine months ended September 30, 2018 in connection with this initiative, comprised of approximately $2 million, $5 million and $7 million in the three months ended September 30, 2018, June 30, 2018 and March 31, 2018, respectively. The amounts recorded in both the three and nine months ended September 30, 2018 were primarily for severance and related costs for approximately 115 employees.costs. We anticipate we will recordrecording nominal future expense in connection with this initiative as we continue to combine the two businesses and benefit from operational synergies.

In connection with the adoption of ASC 842, which was effective for us on January 1, 2019, we wrote off the remaining restructuring accrual related to facilities under ASC 842. We expect that the amount accrued at March 31,September 30, 2019 for severance will be paid by the end of the first half of 2020.

At December 31, 2018, the Company had nominal restructuring accrual balances under three other restructuring initiatives, all related to redundant facilities. In connection with the adoption of ASC 842, on January 1, 2019, the Company wrote off the remaining restructuring accruals of two initiatives and expects to utilize the remaining accrual under the third initiative in the second quarter of 2019.


Critical Accounting Policies and Estimates

Management's discussion and analysis of financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience, knowledge of current conditions and beliefs of what could occur in the future given available information. We consider the following accounting policies to be both those most important to the portrayal of our financial condition and those that require the most subjective judgment: revenue


recognition, valuation of inventory, loss contingencies and reserves, stock-based compensation, business combinations, goodwill and intangible assets, accounting for leases and accounting for income taxes. If actual results differ significantly from management's estimates and projections, there could be a material effect on our condensed consolidated financial statements. With the exception of our lease accounting policy below, there were no significant changes to our critical accounting policies from December 31, 2018 through March 31,September 30, 2019.

Leases. Effective January 1, 2019, we adopted Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) Section A - Leases: Amendments to the FASB Accounting Standards Codification ("ASU 2016-02"), the Financial Accounting Standards Board's ("FASB") new standard on accounting for leases. ASU 2016-02 introduces a lessee model that brings most leases onto the balance sheet and eliminates the current GAAP requirement for an entity to use bright-line tests in determining lease classification. We must determine if an arrangement is a lease at inception. A contract is determined to contain a lease component if the arrangement provides us 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, we do not separate lease and non-lease components but instead account 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 many of our leases do not have a readily determinable implicit rate, we typically use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future minimum fixed lease payments. We calculate our incremental borrowing rate to reflect the interest rate that we 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 consider our 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. We assessed our right-of-use assets for impairment as of March 31,September 30, 2019 and determined no impairment has occurred.

Lease terms may include options to extend or terminate the lease and we incorporate such options in the lease term when we have the unilateral right to make such an election and it is reasonably certain that we will exercise that option. In making this determination, we consider our prior renewal and termination history and planned usage of the assets under lease, incorporating expected market conditions.



For restructuring events that involve lease assets and liabilities, we apply lease reassessment and modification guidance and evaluate the right-of-use assets for potential impairment. If we plan to exit all or distinct portions of a facility and do not have the ability or intent to sublease, we will accelerate the amortization of each of these lease components through the vacate date. The accelerated amortization is recorded as a component of Restructuring and related expense in our condensed consolidated statements of operations. Related variable lease expenses will continue to be expensed as incurred through the vacate date, at which time we 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.

For a further discussion of our other critical accounting policies and estimates, please refer to our Annual Report on Form 10-K/A for the year ended December 31, 2018.


Results of Operations

Three and nine months ended March 31,September 30, 2019 and 2018

Revenue. Revenue for the three and nine months ended March 31,September 30, 2019 and 2018 was as follows (in millions, except percentages):
Three months ended 
Increase (decrease)
from prior year
Three months ended 
Increase (decrease)
from prior year
March 31,
2019
 March 31,
2018
 $ %September 30,
2019
 September 30,
2018
 $ %
Product$47.5
 $51.5
 $(4.0) (7.9)%$61.2
 $77.3
 $(16.1) (20.9)%
Service71.4
 69.7
 1.7
 2.6 %76.5
 75.2
 1.3
 1.8 %
Total revenue$118.9
 $121.2
 $(2.3) (1.9)%$137.7
 $152.5
 $(14.8) (9.7)%


 Nine months ended 
Increase (decrease)
from prior year
 September 30,
2019
 September 30,
2018
 $ %
Product$180.7
 $191.9
 $(11.2) (5.9)%
Service221.3
 219.1
 2.2
 1.0 %
Total revenue$402.0
 $411.0
 $(9.0) (2.2)%


Our product revenue is generated from sales of software with attached appliances, software licenses and software subscription fees. Certain of our products may be included in more than one of our solutions (session(i.e., session solutions, network transformation solutions, and applications and security solutions), dependentdepending upon the configuration of the individual customer solutions sold. Our software with attached appliances and software license revenues are primarily comprised of our media gateway, call controller, signaling, virtual mobile core and management (i.e., analytics, assurance, billing, etc.) products. Our software subscription fees revenue is primarily comprised of sales of our UC-related (i.e., application server,


media server, etc.), Kandy Cloud and Ribbon Protect products. All threeEach of our solutions portfolios addressaddresses both the service provider and enterprise markets and are sold through both our direct sales program and from indirect sales through our channel partner program.

The decrease in product revenue in the three months ended March 31,September 30, 2019 compared with the three months ended March 31,September 30, 2018 was primarily due to lower sales of software with attached appliances. The decrease in product revenue in the nine months ended September 30, 2019 compared with the nine months ended September 30, 2018 was primarily the result of approximately $23 million of lower sales of ourrevenue from software with attached appliances, aggregating approximately $6 million, partially offset by approximately $2$12 million of higher revenue from sales of our software licenses and subscriptions.

Approximately 40%Revenue from indirect sales through our channel partner program was approximately 35% and 34% of our product revenue in the three months ended March 31,September 30, 2019 and 2018, respectively. Approximately 38% and 22% of our product revenue was from indirect sales through our channel partner program compared with approximately 16% in the threenine months ended March 31, 2018.September 30, 2019 and 2018, respectively. The increase in revenue from indirect sales through our channel partner program as a percentage of product revenue in both the three and nine months ended September 30, 2019 compared to the same prior year periods was primarily


attributable to the acquisition of Edgewater, which has historically recognized a higher percentage of revenue from indirect sales.

Our product revenue from sales to enterprise customers was approximately 29% and 31% of our product revenue in the three months ended March 31,September 30, 2019 compared withand 2018, respectively. Our product revenue from sales to enterprise customers was approximately 14%26% and 20% of our product revenue in the threenine months ended March 31, 2018.September 30, 2019 and 2018, respectively. These sales were made both through our direct sales team and indirect sales channel partners. The increase in revenue from sales to enterprise customers as a percentage of product revenue in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 was primarily due to the acquisition of Edgewater, which has historically recognized a higher percentage of revenue from sales to enterprise customers.

The timing of the completion of customer projects and revenue recognition criteria satisfaction may cause our product revenue to fluctuate from one period to the next.

Service revenue is primarily comprised of appliance and software maintenance and support (“maintenance revenue”) and network design, installation and other professional services (“professional services revenue”).

Service revenue for the three and nine months ended March 31,September 30, 2019 and 2018 was comprised of the following (in millions, except percentages):
Three months ended 
Increase
from prior year
Three months ended 
Increase (decrease)
from prior year
March 31,
2019
 March 31,
2018
 $ %September 30,
2019
 September 30,
2018
 $ %
Maintenance$57.0
 $56.1
 $0.9
 1.7%$58.9
 $60.2
 $(1.3) (2.1)%
Professional services14.4
 13.6
 0.8
 6.4%17.6
 15.0
 2.6
 17.1 %

$71.4
 $69.7
 $1.7
 2.6%$76.5
 $75.2
 $1.3
 1.8 %


Our maintenance revenue increased slightly in the three months ended March 31, 2019 compared with the three months ended March 31, 2018, primarily due to the inclusion of approximately $2 million of maintenance revenue attributable to Edgewater.
 Nine months ended 
Increase (decrease)
from prior year
 September 30,
2019
 September 30,
2018
 $ %
Maintenance$173.0
 $174.3
 $(1.3) (0.7)%
Professional services48.3
 44.8
 3.5
 7.8 %
 $221.3
 $219.1
 $2.2
 1.0 %

The increase in our professional services
Our service revenue was primarily due to the timing and related revenue recognition of certain projectsrelatively flat in both the three and nine months ended March 31,September 30, 2019 compared to the three months ended March 31, 2018.same prior year periods, primarily due to industry consolidation and the resulting pricing pressure, offset by the sale of new software products under maintenance support.

The following customers contributed 10% or more of our revenue in at least one of the three-month periodsthree and nine months ended March 31,September 30, 2019 and 2018:
 Three months ended
CustomerMarch 31,
2019
 March 31,
2018
Verizon Communications Inc.15% 12%
AT&T Inc.10% *

* Represents less than 10% of total revenue.
 Three months ended Nine months ended
CustomerSeptember 30,
2019
 September 30,
2018
 September 30,
2019
 September 30,
2018
AT&T Inc.16% 12% 12% 10%
Verizon Communications Inc.15% 13% 17% 15%


Revenue earned from customers domiciled outside the United States was approximately 42%36% and 39% of revenue in the three months ended March 31,September 30, 2019 and 2018, respectively, and approximately 53%40% and 43% of revenue in the threenine months ended March 31, 2018.September 30, 2019 and 2018, respectively. Due to the timing of project completions, we expect that the domestic and international components as a percentage of revenue may fluctuate from quarter to quarter and year to year.

Our deferred product revenue was approximately $16$5 million at March 31, 2019 and $14 million at September 30, 2019 and December 31, 2018.2018, respectively. Our deferred service revenue was approximately $109$97 million at March 31, 2019 and $108 million at September 30, 2019 and December 31, 2018.


2018, respectively. Our deferred revenue balance may fluctuate because of the timing of revenue recognition,


customer payments, maintenance contract renewals, contractual billing rights and maintenance revenue deferrals included in multiple element arrangements.

We expect that our product revenue in 2019 will increase compared with 2018 levels, primarily due to the inclusion of revenue attributable to our acquisitions of Edgewater and Anova.

We expect that our service revenue in 2019 will increase compared with 2018 levels, primarily due to the inclusion of revenue attributable to Edgewater and the continued organic growth of our installed customer base. However, we expect to continue to encounter ongoing industry pricing pressure, third-party competition and legacy network product decommissioning.

Overall, we expect that total revenue in 2019 will increasedecrease slightly compared with our 2018 total revenue, primarily due to the inclusion of revenue attributable to our acquisitions of Edgewater and Anova.

In connection with the purchase price allocation to record our acquisition of GENBAND, we were required to record at fair value the assumed deferred revenue, resulting in a reduction of approximately $50 million to the assumed deferred revenue and future recognizable revenue. Our purchase price allocation to record our acquisition of Edgewater resulted in a reduction of approximately $4 million to the assumed deferred revenue and future recognizable revenue. In the three months ended March 31, 2019, we recognized approximately $3 million less revenue in the aggregate than GENBAND and Edgewater would have recognized in the same period had the Merger and Edgewater Acquisition not occurred. We recognized approximately $11 million less revenue in the three months ended March 31, 2018 than GENBAND would have recognized in the same period had the Merger not occurred. We expect that these purchase accounting-related reductions to future revenue will continue through 2020, primarily impacting future service revenue.

Cost of Revenue/Gross Margin. Our cost of revenue consists primarily of amounts paid to third-party manufacturers for purchased materials and services, royalties and manufacturing and services personnel and related costs. Our cost of revenue and gross margins for the three and nine months ended March 31,September 30, 2019 and 2018 were as follows (in millions, except percentages):
Three months ended 
Increase (decrease)
from prior year
Three months ended 
Decrease
from prior year
March 31,
2019
 March 31,
2018
 $ %September 30,
2019
 September 30,
2018
 $ %
Cost of revenue              
Product$33.1
 $33.0
 $0.1
 0.4 %$31.5
 $38.9
 $(7.4) (19.1)%
Service29.2
 32.9
 (3.7) (11.3)%27.3
 31.3
 (4.0) (12.9)%
Total cost of revenue$62.3
 $65.9
 $(3.6) (5.4)%$58.8
 $70.2
 $(11.4) (16.3)%
Gross margin              
Product30.2% 35.9%    48.5% 49.7%    
Service59.1% 52.8%    64.3% 58.3%    
Total gross margin47.6% 45.6%    57.3% 53.9%    


 Nine months ended 
Decrease
from prior year
 September 30,
2019
 September 30,
2018
 $ %
Cost of revenue       
Product$101.1
 $102.2
 $(1.1) (1.1)%
Service84.8
 96.2
 (11.4) (11.9)%
Total cost of revenue$185.9
 $198.4
 $(12.5) (6.3)%
Gross margin       
Product44.1% 46.8%    
Service61.7% 56.1%    
Total gross margin53.8% 51.7%    


The decrease in product gross margin in the three months ended March 31,September 30, 2019 compared with the three months ended March 31,September 30, 2018 was equallyprimarily attributable to the impact of our lower product revenue on our fixed costs, which decreased our product gross margin by approximately three percentage points. This decrease was partially offset by our lower direct material costs resulting from the higher software content of our current sales as a percentage of total product revenue, coupled with the impact of our restructuring and cost reduction initiatives, which increased our product gross margin in the aggregate by approximately two percentage points. Our purchases of materials and components were approximately $15 million and $21 million in the three months ended September 30, 2019 and 2018, respectively.

The decrease in product gross margin in the nine months ended September 30, 2019 compared with the nine months ended September 30, 2018 was primarily attributable to product and customer mix, and the effect ofwhich decreased our lower revenue on our fixed costs.product gross margin by approximately three percentage points. Our purchases of materials and components were approximately $52 million in both the threenine months ended March 31,September 30, 2019 were approximately $16 million, compared to approximately $17 million for the three months ended March 31,and 2018. While we

We expect that our future purchases of materials and components will decrease as a result of the increase in software content of our products, both in absolute terms and as a percentage of revenue, the percentage of product revenue may fluctuate due to recognition of revenue of certain projects or products in any period.revenue.

The increase in service gross margin in both the three and nine months ended March 31,September 30, 2019 compared withto the three months ended March 31, 2018same prior year periods was primarily due to lower direct costs resulting primarilylargely from theour restructuring and cost reduction of third-party maintenance expense, which increased our service gross margin by approximately four percentage points, and the impact of our cost-reduction measures, which increased our service gross margin by approximately two percentage points. Our service cost of revenue is relatively fixed in advance of any particular quarter and therefore, changes in service revenue will typically have a significant impact on service gross margin.initiatives.

We believe that our total gross margin will increase in 2019 compared with 2018, primarily due to the expected higher software content as a percentage of our total revenue, coupled with the impact of our restructuring and integration cost


reduction initiatives.

Research and Development Expenses. Research and development expenses consist primarily of salaries and related personnel expenses and prototype costs for the design, development, testing and enhancement of our products. Research and development expenses for the three and nine months ended March 31,September 30, 2019 and 2018 were as follows (in millions, except percentages):
   
Decrease
from prior year
 March 31,
2019
 March 31,
2018
 $ %
Three months ended$35.9
 $39.0
 $(3.1) (8.0)%
   
Decrease
from prior year
 September 30,
2019
 September 30,
2018
 $ %
Three months ended$34.2
 $34.4
 $(0.2) (0.5)%
Nine months ended$105.5
 $109.1
 $(3.6) (3.3)%


The slight decrease in research and development expenses in the three months ended September 30, 2019 compared with the three months ended September 30, 2018 was primarily attributable to approximately $1 million of lower employee-related expenses, partially offset by net increases in other research and development expenses aggregating slightly less than $1 million.

The decrease in research and development expenses in the threenine months ended March 31,September 30, 2019 compared with the threenine months ended March 31,September 30, 2018 was primarily attributable to approximately $3$4 million of lower employee-related expenses and approximately $1 million of lower product development expenses (i.e., third-party development, prototype and test equipment costs). These amounts were partially offset by higher infrastructure and depreciation expenses aggregating approximately $1 million.expenses.

Some aspects of our research and development efforts require significant short-term expenditures, the timing of which may cause significant variability in our expenses. We believe that rapid technological innovation is critical to our long-term success, and we are tailoring our investments to meet the requirements of our customers and market. We believe that our research and development expenses in 2019 will increase compared with 2018 levels due tobenefit from our continuedongoing restructuring and cost savings initiatives, partially offset by our increased investment in our software solutions and the impact of Edgewater's research and development expenses for the full year 2019, partially offset by savings from our ongoing restructuring and integration cost savings initiatives.2019.

Sales and Marketing Expenses. Sales and marketing expenses primarily consist of salaries and related personnel costs, commissions, travel and entertainment expenses, promotions, customer trial and evaluations inventory and other marketing and sales support expenses. Sales and marketing expenses for the three and nine months ended March 31,September 30, 2019 and 2018 were as follows (in millions, except percentages):
   
Decrease
from prior year
 March 31,
2019
 March 31,
2018
 $ %
Three months ended$30.1
 $31.9
 $(1.8) (5.8)%
   
Decrease
from prior year
 September 30,
2019
 September 30,
2018
 $ %
Three months ended$28.2
 $31.5
 $(3.3) (10.4)%
Nine months ended$87.2
 $94.2
 $(7.0) (7.4)%


The decrease in sales and marketing expenses in the three months ended March 31,September 30, 2019 compared with the three months ended March 31,September 30, 2018 was primarily attributable to approximately $1$3 million of lower employee-related expenses, and approximately $1 million of net decreasesreflecting the impact on headcount from our cost reduction initiatives.

The decrease in other sales and marketing expenses.expenses in the nine months ended September 30, 2019 compared with the nine months ended September 30, 2018 was primarily attributable to approximately $6 million of lower employee-related expenses, reflecting the impact on headcount from our cost reduction initiatives.

We believe that our sales and marketing expenses will be essentially flatdecrease in 2019 compared with 2018, as we expect the inclusion of Edgewater's sales and marketing expenses for the full year 2019 will be offset by cost savings from our ongoing restructuring and integration cost savings initiatives.

General and Administrative Expenses. General and administrative expenses consist primarily of salaries and related personnel costs for executive and administrative personnel, recruiting expenses and audit, legal and other professional fees. General and administrative expenses for the three and nine months ended March 31,September 30, 2019 and 2018 were as follows (in millions, except percentages):


   
Increase
from prior year
 March 31,
2019
 March 31,
2018
 $ %
Three months ended$18.7
 $15.6
 $3.1
 19.8%
   
Decrease
from prior year
 September 30,
2019
 September 30,
2018
 $ %
Three months ended$9.7
 $15.9
 $(6.2) (39.3)%
Nine months ended$40.8
 $46.6
 $(5.8) (12.3)%


The increasedecrease in general and administrative expenses in the three months ended March 31,September 30, 2019 compared with the three months ended March 31,September 30, 2018 was primarily attributable to approximately $5 million of higherlower litigation and related net expenses and approximately $2 million of lower employee-related expenses.

The decrease in general and administrative expenses in the nine months ended September 30, 2019 compared with the nine months ended September 30, 2018 was primarily attributable to approximately $4 million of lower employee-related expenses and approximately $3 million of lower professional fees (i.e., legal, audit and outside services),. These amounts were partially offset by approximately $2$3 million of savings in the current year quarter resultinghigher net expense from


the absence of expense for settlement fees recorded in the three months ended March 31, 2018, primarily related to the settlement of litigation in connection with our acquisition of Taqua LLC. litigation.

We believe that our general and administrative expenses will decrease in 2019 compared with 2018, primarily due to savings from our restructuring and integration cost savings initiatives combined with lower litigation costs.

Acquisition- and Integration-Related Expenses. Acquisition- and integration-related expenses include those expenses related to acquisitions that we would otherwise not have incurred. Acquisition-related expenses include professional and services fees, such as legal, audit, consulting, paying agent and other fees, and expenses related to cash payments to certain former executives of the acquired businesses in connection with their employment agreements. Integration-related expenses represent incremental costs related to combining the Company's systems and processes with those of acquired businesses, such as third-party consulting and other third-party services.

We recorded approximately $3 million of acquisition- and integration-related expenses of approximately $2 million and $7 million in the three and nine months ended September 30, 2019, respectively. The amount recorded in the three months ended March 31,September 30, 2019 which was equally comprised of approximately $1 million of integration-related expense and slightly less than $1 million of acquisition-related expense for professional and services fees and integration-related expenses.fees. The acquisition-related expense primarily relates toamount recorded in the Anova Acquisition. We recordednine months ended September 30, 2019 was comprised of approximately $4 million of integration-related expense and approximately $3 million of acquisition-related expense for professional and services fees. The acquisition-related expense in both the three and nine month periods ended September 30, 2019 was primarily related to our acquisition of Anova.

We recorded acquisition- and integration-related expensesexpense of approximately $6 million and $14 million in the three and nine months ended September 30, 2018, respectively, related to the Merger and the Edgewater Acquisition, as well as nominal amounts related to acquisitive activities. The amount recorded in the three months ended March 31,September 30, 2018 was comprised of approximately $3 million of acquisition-related expenses primarily related to the Merger and the Edgewater Acquisition and approximately $3 million of integration-related expense related to the Merger. The amount recorded in the nine months ended September 30, 2018 was comprised of approximately $2$7 million of acquisition-related expense primarily related to the Merger and the Edgewater Acquisition and approximately $2$7 million of integration-related expense. The acquisition-related expense was primarily related to cash payments to certain former executives of an acquired entity. the Merger.

We estimate that we will incur approximately $2 million of additional acquisition- and integration-related expense in the remainder of 2019 approximating $1 million.2019.

Restructuring and Related Expense. We have been committed to streamlining operations and reducing operating costs by closing and consolidating certain facilities and reducing our worldwide workforce. Please see the additional discussion of our restructuring initiatives in the "Restructuring and Cost Reduction Initiatives" section of the Overview of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

We recorded restructuring and related expense of approximately $5$2 million and $16 million in the three and nine months ended March 31,September 30, 2019, respectively. We recorded restructuring and related expense of approximately $7$2 million and $15 million in the three and nine months ended March 31,September 30, 2018, primarily in connection with our Merger Restructuring Initiative for severance and related costs.respectively.

Although we have eliminated positions as part of our restructuring initiatives, we continue to hire in certain areas that we believe are important to our future growth. Restructuring and related expense is reported separately in the condensed consolidated statements of operations.



Interest Expense, Net. Interest income and interest expense for the three and nine months ended March 31,September 30, 2019 and 2018 were as follows (in millions, except percentages):
Three months ended 
Increase (decrease)
from prior year
Three months ended 
Increase (decrease)
from prior year
March 31,
2019
 March 31,
2018
 $ %September 30,
2019
 September 30,
2018
 $ %
Interest income *$
 $0.1
 $(0.1) (66.7)%
Interest income$0.3
 $0.1
 $0.2
 200.0 %
Interest expense(1.4) (0.7) 0.7
 100.0 %(1.0) (1.5) (0.5) (33.3)%
$(1.4) $(0.6) $0.8
 (127.7)%$(0.7) $(1.4) $(0.7) (50.0)%

* Amount reported for the three months ended March 31, 2019 rounds to less than $0.1 million.
 Nine months ended 
Increase
from prior year
 September 30,
2019
 September 30,
2018
 $ %
Interest income$0.3
 $0.2
 $0.1
 50.0%
Interest expense(3.7) (3.0) 0.7
 23.3%
 $(3.4) $(2.8) $0.6
 21.4%

Interest income in the three and nine months ended March 31,September 30, 2019 and 2018 consisted ofprimarily represents interest earned on our cash equivalents, marketable securities and investments.the outstanding note receivable from Metaswitch in accordance with terms of the recently settled litigation. Interest expense in the three months ended March 31,September 30, 2019 primarily related to revolver and term borrowings under the New Credit Facility. Interest expense in the nine months ended September 30, 2019 primarily related to borrowings under our Credit Facility and the promissory note issued to certain of GENBAND's equity holders in connection with the Merger.

Interest income in the three and nine months ended September 30, 2018 represents interest earned on our cash equivalents and marketable securities. Interest expense in the three and nine months ended September 30, 2018 was primarily comprised of interest on the related party promissory note issued in connection with the Merger, the outstanding revolving credit facility balance theand our long-term debt payable to a related party, amortization of debt issuance costs in connection with our revolving credit facilitiesfacility and interest on financecapital lease obligations. The higher interest expense

Other Income (Expense), Net. We recorded a gain of $63 million from the settlement of litigation with Metaswitch in the three months ended June 30, 2019 and a gain of approximately $8 million from the reduction of deferred purchase consideration in connection with the Edgewater Acquisition in the three months ended March 31, 2019 compared with2019. These gains were the primary components of our other income (expense), net, for the nine months ended September 30, 2019. Our other expense, net, for both the three and nine months ended March 31,September 30, 2018 was primarily duecomprised of expense related to higher outstanding borrowings. The decrease in interest income in the three months ended March 31, 2019 compared with the three months ended March 31, 2018 was primarily due to lower amounts invested in the current year period.foreign currency translation.

Income Taxes. We recorded provisions for income taxes of approximately $1$6 million and $3 million in the threenine months ended March 31,September 30, 2019 and approximately $2 million in the three months ended March 31, 2018.2018, respectively. These amounts reflect our estimates of the effective rates expected to be applicable for the respective full fiscal years, adjusted for any discrete events, which are recorded in the period that they occur. These estimates are reevaluated each quarter based on our estimated tax rate for the


full fiscal year. The estimated amountseffective rates for the nine months ended September 30, 2019 and 2018 do not include any expense or benefit for our domestic losses for the three months ended March 31, 2019 and 2018 or for our Ireland losses for the three months ended March 31, 2018, asoperations, since we have concluded that a valuation allowance is required.was required for both jurisdictions.

The Tax Cuts and Jobs Act enacted in December 2017 allowed for a measurement period to complete the accounting for certain elements of the tax reform. We recorded a nominal adjustment in the three months ended March 31, 2018 to reduce the benefit of the provisional impact relating to the change in our deferred tax assets as a result of the new federal tax rate of 21%.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial position, changes in financial position, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

There have been no material changes, outside of the ordinary course of business, to our contractual obligations as previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2018.




Liquidity and Capital Resources

Our condensed consolidated statements of cash flows are summarized as follows (in millions):
 Three months ended  
 March 31,
2019
 March 31,
2018
 Change
Net loss$(30.8) $(44.9) $14.1
Adjustments to reconcile net loss to cash flows provided by operating activities11.6
 18.2
 (6.6)
Changes in operating assets and liabilities38.8
 30.1
 8.7
Net cash provided by operating activities$19.6
 $3.4
 $16.2
Net cash provided by (used in) investing activities$1.5
 $(1.6) $3.1
Net cash used in financing activities$(20.9) $(0.5) $(20.4)
 Nine months ended  
 September 30,
2019
 September 30,
2018
 Change
Net income (loss)$20.3
 $(75.0) $95.3
Adjustments to reconcile net income (loss) to cash flows provided by (used in) operating activities51.3
 56.4
 (5.1)
Changes in operating assets and liabilities(49.0) (5.0) (44.0)
Net cash provided by (used in) operating activities$22.6
 $(23.6) $46.2
Net cash used in investing activities$(1.3) $(33.4) $32.1
Net cash (used in) provided by financing activities$(24.7) $36.2
 $(60.9)


Our cash was approximately $40 million at September 30, 2019. Our cash, cash equivalents and short-term investmentsmarketable securities totaled approximately $46 million at March 31, 2019 and $51 million at December 31, 2018. We had cash held by our non-U.S. subsidiaries aggregating approximately $7$9 million at March 31, 2019 and $11 million at September 30, 2019 and December 31, 2018.2018, respectively. If we elected to repatriate all of the funds held by our non-U.S. subsidiaries as of March 31,September 30, 2019, we do not believe that the amounts of potential withholding taxes that would arise from the repatriation would have a material effect on our liquidity.

On December 21, 2017, we entered into a Senior Secured Credit Agreement (as amended, the(the “Credit Facility”) with Silicon Valley Bank ("SVB"), which refinanced the prior credit agreement with SVB that the Company had assumed in connection with the Merger. On June 24, 2018, we amended the Credit Facility to, among other things, permit the Edgewater Acquisition and related transactions. We were in compliance with all covenants of the Credit Facility at March 31, 2019 and December 31, 2018. At March 31, 2019, we had an outstanding debt balance of $57 million at a weighted average interest rate of 5.48% and approximately $4 million of outstanding letters of credit at an average interest rate of 1.75% under the Credit Facility. At December 31, 2018, we had an outstanding debt balance of $55 million at an average interest rate of 5.96% and approximately $3 million of outstanding letters of credit at an average interest rate of 1.75% under the Credit Facility. We were in compliance with all covenants of the Credit Facility at December 31, 2018.

On April 29, 2019, we entered into a syndicated, amended and restated the Credit Facility (the "New Credit Facility"). In addition to the original $100 million of commitments, the with SVB, as lead agent. The New Credit Facility now includes an additionalprovides for a $50 million term loan facility that was advanced in full on April 29, 2019.2019, and a $100 million revolving line of credit. The New Credit Facility also includes procedures for additional financial institutions to become syndicate lenders, or for any existing lender to increase its commitment under either the term loan facility or the revolving loan facility, subject to an aggregate increase of $75 million for all incremental commitments under the New Credit Facility. The New Credit Facility is scheduled to mature in April 2024. In addition to SVB, lenders under the New Credit Facility include Citizens Bank NA, SunTrust BankAt September 30, 2019, we had an outstanding term loan debt balance of approximately $49 million, an outstanding revolving line of credit balance of approximately $34 million, with a combined weighted average interest rate of 3.76%, and JP Morgan Chase Bank, N.A.


approximately $3 million of outstanding letters of credit at an average interest rate of 1.50%.

The indebtedness and other obligations under the New Credit Facility are unconditionally guaranteed on a senior secured basis by us and each of our other material U.S. domestic subsidiaries (collectively, the "Guarantors"). The New Credit Facility is secured by first-priority liens on substantially all of our assets.

The New Credit Facility requires periodic interest payments on outstanding borrowings under the facility until maturity. We may prepay all revolving loans under the New Credit Facility at any time without premium or penalty (other than customary LIBOR breakage costs), subject to certain notice requirements.

Revolving loans under the New Credit Facility bear interest at our option at either the Eurodollar (LIBOR) rate plus a margin ranging from 1.50% to 3.00% per year or the base rate (the highest of the Federal Funds rate plus 0.50%, or the prime rate announced from time to time in The Wall Street Journal) plus a margin ranging from 0.50% to 2.00% per year (such margins being referred to as the “Applicable Margin”). The Applicable Margin varies depending on our consolidated leverage ratio (as defined in the New Credit Facility). The base rate and the LIBOR rate are each subject to a zero percent floor.

We are charged a commitment fee ranging from 0.20% to 0.30% per year on the daily amount of the unused portions of the commitments under the New Credit Facility. Additionally, with respect to all letters of credit outstanding under the Credit Facility, we are charged a fronting fee of 0.125% per year and an outstanding letter of credit fee equal to the Applicable Margin for base rate loans times the amount available to be drawn under each letter of credit.

The New Credit Facility requires periodic interest paymentscompliance with certain financial covenants, including a minimum consolidated quick ratio, minimum consolidated fixed cover charge coverage ratio and maximum consolidated leverage ratio, all of which are defined in the New Credit Facility and tested on any outstanding borrowings under the facility. The Borrower may prepaya quarterly basis. We were in compliance with all revolving loans undercovenants of the New Credit Facility at any time without premium or penalty (other than customary LIBOR breakage costs), subject to certain notice requirements.September 30, 2019.



In addition, the New Credit Facility contains various covenants that, among other restrictions, limit our and our subsidiaries’ ability to enter into certain types of transactions, including, but not limited to: incurring or assuming indebtedness; granting or assuming liens; making acquisitions or engaging in mergers; repurchasing equity and making dividend and certain other restricted payments; making investments; selling or otherwise transferring assets; engaging in transactions with affiliates; entering into sale and leaseback transactions; entering into burdensome agreements; changing the nature of our business; modifying our organizational documents; and amending or making prepayments on certain junior debt.

The New Credit Facility contains events of default that are customary for a secured credit facility. If an event of default relating to bankruptcy or other insolvency events with respect to a borrower occurs, all obligations under the New Credit Facility will immediately become due and payable. If any other event of default exists under the New Credit Facility, the lenders may accelerate the maturity of the obligations outstanding under the New Credit Facility and exercise other rights and remedies, including charging a default rate of interest equal to 2.00% per year above the rate that would otherwise be applicable. In addition, if any event of default exists under the New Credit Facility, the lenders may commence foreclosure or other actions against the collateral.

If any default exists under the New Credit Facility, or if the Borrower is unable to make any of the representations and warranties as stated in the New Credit Facility at the applicable time, the Borrower will be unable to borrow funds or have letters of credit issued under the New Credit Facility, which, depending on the circumstances prevailing at that time, could have a material adverse effect on the Borrower’s liquidity and working capital.

In connection with the Merger, on October 27, 2017, we issued a promissory note for approximately $23 million to certain of GENBAND's equity holders (the "Promissory Note"). The Promissory Note doesdid not amortize and the principal thereon iswas payable in full on the third anniversary of its execution. Interest on the promissory note iswas payable quarterly in arrears and accrued at a rate of 7.5% per year for the first six months after issuance, and thereafter at a rate of 10% per year. Interest that iswas not paid on the interest payment date will increaseincreased the principal amount of the Promissory Note. The failure to make any payment under the Promissory Note when due and, with respect to payment of any interest, the continuation of such failure for a period of thirty days thereafter, constitutesconstituted an event of default under the Promissory Note. If an event of default occursoccurred under the Promissory Note, the payees maycould declare the entire balance of the Promissory Note due and payable (including principal and accrued and unpaid interest) within five business days of the payees' notification to the Company of such acceleration. Interest that iswas not paid on the interest payment date will increaseincreased the principal amount of the Promissory Note. At March 31, 2019, the Promissory Note balance was approximately $24.7 million, comprised of $22.5 million of principal plus $2.2 million of interest converted to principal. At December 31, 2018, the Promissory Note balance was $24.1 million, comprised of $22.5 million of principal plus $1.6 million of interest converted to principal.



On April 29, 2019, concurrently with the amendment and restatementclosing of the New Credit Facility as discussed above, we repaid in full all outstanding amounts under the Promissory Note.Note, totaling $24.7 million and comprised of $22.5 million of principal plus $2.2 million of interest converted to principal. We did not incur any early termination penalties in connection with this repayment.

In the second quarter of 2019, our Board of Directors (the "Board") approved a stock repurchase program pursuant to which the Companywe may repurchase up to $75 million of the Company's common stock prior to April 18, 2021. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on the market conditions and corporate discretion. This program does not obligate the Companyus to acquire any particular amount of common stock and the program may be extended, modified, suspended or discontinued at any time at the CBoard'sBoard's discretion.

On April 22, During the nine months ended September 30, 2019, we Metaswitch Networks Corporationrepurchased and Metaswitch Networks Ltd. (collectively, "Metaswitch") agreed toretired 1.0 million shares of our common stock for a binding mediator's proposal (the "Mediation Agreement") that resolves the six previously disclosed lawsuits between us and Metaswitch (the "Lawsuits"). Pursuant to the termstotal purchase price of the Mediation Agreement, Metaswitch has agreed to pay us an aggregate amount of $63.0$4.5 million, which includes cash payments of $37.5 millionincluding transaction fees. No shares were repurchased under this program during the second quarter of 2019 and $22.5 million payable in three installments annually, beginning in 2020, and such installment payments by Metaswitch will accrue interest at a rate of 4% per year. We and Metaswitch have also agreed to a cross-license of all of their respective patents. All of the payments pursuant to the Mediation Agreement are expected to have a positive impact on our cash flows.months ended September 30, 2019.

Our operating activities provided approximately $20$23 million of cash and used approximately $24 million of cash in the threenine months ended March 31,September 30, 2019 and approximately $3 million of cash in the three months ended March 31, 2018.2018, respectively.

Cash provided by operating activities in the threenine months ended March 31,September 30, 2019 was primarily the result of our net income, lower accounts receivable and inventory, and higher deferred revenue, coupled with our non-cash operating expenses. These amounts were partially offset by our net loss, the reduction in the Edgewater Deferred Consideration,higher other operating assets and lower accounts payable, accrued expenses and other long-term liabilities, and accounts payable.deferred revenue balances, coupled with the reduction in the Edgewater Deferred Consideration. The increase in other operating assets was primarily due to the note receivable arising from the litigation settlement with Metaswitch. The decrease in accrued expenses and other long-term liabilities was primarily related to employee compensation and related costs including paymentsand lower deferred purchase consideration. During the second quarter of 2019, we received approximately $37 million of cash from Metaswitch, which represents the first payment in connectionaccordance with our company-wide cash bonus program.the litigation settlement agreement. Our lower accounts receivable primarily reflected collections on sales made in the prior year and our focused collection efforts, coupled with lower invoicing in the first quarter of 2019 compared to the fourth quarter of 2018.typical mid-year seasonality. Our net loss,income, adjusted for non-cash operating activities, usedprovided approximately $19$72 million of cash.cash in the nine months ended September 30, 2019.



Cash provided byused in operating activities in the threenine months ended March 31,September 30, 2018 was primarily the result of lower accounts receivable, higher deferred revenue and non-cash operating expenses. These amounts were partially offset by our net loss, the reduction in the Edgewater Deferred Consideration lower accrued expenses and other long-term liabilities, and accounts payable coupled with higherand deferred revenue. These amounts were partially offset by lower accounts receivable, other operating assets and inventory. Our lower accounts receivable reflected collections on sales made in the prior year,inventory, coupled with lower invoicing in the first quarter of 2018 compared to the fourth quarter of 2017.our non-cash operating expenses. The decrease in accrued expenses and other long-term liabilities was primarily related to employee compensation and related costs including payments in connection with our company-wide cash bonus program, and our previously recorded restructuring initiatives, coupled with lower accruals for taxes and professional fees. Our lower accounts receivable primarily reflected typical mid-year seasonality. Our net loss, adjusted for non-cash items such as depreciation, amortization and stock-based compensation,operating activities, used approximately $27 million of cash.

Our investing activities provided approximately $2$19 million of cash in the threenine months ended March 31, 2019, comprised of slightly over $5 million of maturities of marketable securities, partially offset by slightly under $4 million of investments in property and equipment.September 30, 2018.

Our investing activities used approximately $2$1 million of cash in the threenine months ended March 31, 2018, primarily forSeptember 30, 2019, comprised of approximately $8 million of investments in property and equipment, partially offset by the maturity of approximately $7 million of marketable securities.

Our investing activities used approximately $33 million of cash in the nine months ended September 30, 2018, comprised of approximately $46 million of cash, net of cash acquired, paid as purchase consideration to acquire Edgewater and approximately $6 million of investments in property and equipment. These amounts were partially offset by the sale and maturity of marketable securities aggregating approximately $19 million.

Our financing activities used approximately $21$25 million of cash in the threenine months ended March 31,September 30, 2019. We repaid outstanding borrowings of approximately $131 million under the New Credit Facility, comprised of $130 million for borrowings under the revolving line of credit and approximately $1 million for borrowings under the term loan. We also repaid approximately $25 million on the note to certain of the former GENBAND equity holders and the deferred purchase consideration of approximately $22 million to the selling Edgewater shareholders. We spent slightly under $5 million to repurchase and retire shares of our common stock on the open market and used approximately $1 million to pay withholding obligations related to the net share settlement of restricted stock awards upon vesting. Our borrowings under the New Credit Facility totaled $159 million, comprised of $109 million of borrowings under the revolving line of credit and $50 million of term loan debt under the New Credit Facility. Cash proceeds from the sale of our common stock under our ESPP and from option exercises totaled slightly less than $1 million.

Our financing activities provided approximately $36 million of cash in the nine months ended September 30, 2018. We borrowed $37approximately $143 million and repaid $35approximately $105 million under the Credit Facility in the threenine months ended March 31, 2019.September 30, 2018. We used approximately $22$1 million to pay deferred purchase consideration in connection with the Edgewater Acquisitionaggregate for debt issuance costs and approximatelypayments on our finance lease obligations and slightly less than $1 million to pay withholding obligations related to the net share settlement of restricted stock awards upon vesting.

Our financing activities used less than $1 million of cash in the three months ended March 31, 2018. We both borrowed and repaid $10 million under the Credit Facility in the three months ended March 31, 2018. We used less than $1 million in the aggregate to pay withholding obligations related to the net share settlement of restricted stock awards upon vesting and nominal amounts on our finance lease obligations and for debt issuance costs.



Based on our current expectations, we believe our current cash cash equivalents, marketable debt securities and available borrowings under the New Credit Facility will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least twelve months. However, the rate at which we will consume cash will beis dependent on the cash needs of our future operations. We anticipate devoting substantial capital resources to continue our research and development efforts, to maintain our sales, support and marketing, to complete merger-related integration activities and for other general corporate activities. However, it is difficult to predict future liquidity requirements with certainty, and our cash cash equivalents, marketable securities and available borrowings under the New Credit Facility may not be sufficient to meet our future needs, which would require us to refinance our debt and/or obtain additional financing. We may not be able to refinance our debt or obtain additional financing on favorable terms or at all.


Recent Accounting Pronouncements

Effective January 1, 2019, we adopted the Financial Accounting Standards UpdateStandard Board's ("ASU"FASB") 2016-02, Leases (Topic 842) Section A - Leases: Amendments to the FASB Accounting Standards Codification ("ASU 2016-02"), the FASB's the new standard on accounting for leases, Accounting Standards Codification ("ASC") 842, Leases ("ASC 842"). ASC 842 replaced existing lease accounting rules with a comprehensive lease measurement and its subsequent related updates. ASU 2016-02 introduces a lessee model that bringsrecognition standard and expanded disclosure requirements. ASC 842 requires lessees to recognize most leases onto theon their balance sheetsheets and eliminates the current GAAP requirement for an entity to use bright-line tests in determining lease classification. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements ("ASU 2018-11") and ASU 2018-10, Codification Improvements to Topic 842, Leases, both of which provided improvements to certain aspects of the guidance in ASU 2016-02. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842, which provided additional clarification and implementation guidance.

We elected to use the alternative transition method, as described in ASU 2018-11, which allows entities to initially apply ASU 2016-02ASC 842 at the adoption date with no subsequent adjustments to prior period lease costs for comparability. We elected the package of practical expedients permitted under the transition guidance, within ASU 2016-02, which provided that we dida company need not need to reassess whether expired or existing contracts contained a lease, the lease classification of expired or existing leases, and the amount of initial direct costs for existing leases.

In connection with the adoption of ASU 2016-02,ASC 842, we recorded additional lease assets of approximately $44 million and additional lease liabilities of approximately $48 million as of January 1, 2019. The difference between the additional lease


assets and lease liabilities, net of the deferred tax impact, was due to the absorption of related balances into the right-of-use asset,assets, such as deferred rent. The adoption of this standard had no impact on our condensed consolidated statements of operations or of cash flows.

In August 2018,June 2016, the FASB issued ASU 2018-15,2016-13, IntangiblesFinancial Instruments - Goodwill and Other - Internal-Use Software (Subtopic 350-40)Credit Losses (Topic 326): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service ContractMeasurement of Credit Losses on Financial Instruments (“("ASU 2018-15”2016-13"), which provides guidance on implementation costs incurred in a cloud computing arrangement (“CCA”)adds an impairment model that is a service contract.based on expected losses rather than incurred losses. Under ASU 2018-15 amends ASC 350, Intangibles2016-13, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. In April and May 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - GoodwillCredit Losses, Topic 815, Derivatives and Other (“ASC 350”Hedging, and Topic 825, Financial Instruments ("ASU 2019-04") to includeand ASU 2019-05 Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief ("ASU 2019-05"), respectively. ASU 2019-04 provides transition relief for entities adopting ASU 2016-13 and ASU 2019-05 clarifies certain aspects of the accounting for credit losses, hedging activities and financial instruments in its scope implementation costsconnection with the adoption of a CCA that is a service contractASU 2016-13. ASU 2019-04 and clarifies that a customer should applyASU 2019-05 are effective with the guidance in ASC 350-40 to determineadoption of ASU 2016-13, which implementation costs should be capitalized in such a CCA. ASU 2018-15 is effective for us beginning January 1, 2020.2020 for both interim and annual reporting periods, with early adoption permitted. We are currently assessingcontinue to assess the potential impact of the adoption of ASU 2018-152016-13 and related amendments and currently do not believe it will have a material impact on our consolidated financial statements.

The FASB has issued the following accounting pronouncements, all of which became effective for the Company on January 1, 2019 and none of which had a material impact on the Company's consolidated financial statements:

In July 2018, the FASB issued ASU 2018-09, Codification Improvements (“ASU 2018-09”), which contains amendments to clarify, correct errors in or make minor improvements to the FASB Codification. ASU 2018-09 makes improvements to multiple topics, including but not limited to comprehensive income, debt, income taxes related to both stock-based compensation and business combinations, fair value measurement and defined contribution benefit plans.

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"), which expands the scope of Accounting Standards Codification ("ASC") 718, Compensation - Stock Compensation ("ASC 718"), to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. As a result, most of the guidance in ASC 718 associated with employee share-based payments, including most of its requirements related to classification and measurement, applies to nonemployee share-based payment arrangements.



In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"), which amends ASC 220, Income Statement - Reporting Comprehensive Income, to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act and requires entities to provide certain disclosures regarding stranded tax effects. We did not elect to reclassify the income tax effects of the Tax Act from accumulated other comprehensive income to accumulated deficit.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"), which removes the prohibition in ASC 740, Income Taxes, against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory.

In addition, the FASB has issued the following accounting pronouncements, none of which we believe will have a material impact on our consolidated financial statements:

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which provides guidance on implementation costs incurred in a cloud computing arrangement (“CCA”) that is a service contract. ASU 2018-15 amends ASC 350, Intangibles - Goodwill and Other (“ASC 350”) to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply the guidance in ASC 350-40 to determine which implementation costs should be capitalized in such a CCA. ASU 2018-15 is effective for us beginning January 1, 2020.

In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans (“ASU 2018-14”), which amends ASC 715, Compensation - Retirement Benefits, to add, remove and clarify disclosure requirements related to defined benefit pension and other postretirement plans. ASU 2018-14 is effective for us beginning January 1, 2020.



In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which changes the fair value measurement requirements of ASC 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 is effective for us beginning January 1, 2020 for both interim and annual reporting.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), which adds an impairment model that is based on expected losses rather than incurred losses. Under ASU 2016-13, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. ASU 2016-13 is effective for us beginning January 1, 2020 for both interim and annual reporting periods, with early adoption permitted.



Item 3.    Quantitative and Qualitative Disclosures About Market Risk

We are exposed to a variety of market risks, including changes in interest rates affecting the return on our investments and foreign currency fluctuations. We do not believe that a hypothetical 10% adverse movement in interest rates and foreign currency exchange rates would have a materially different impact from what was disclosed in our Annual Report on Form 10-K/A, for the year ended December 31, 2018.





Item 4.    Controls and Procedures

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31,September 30, 2019.

Changes in Internal Control over Financial Reporting. We implemented ASC 842 as of January 1, 2019. As a result, we made the following significant modifications to our internal controls over financial reporting, including changes to accounting policies and procedures, operational processes and documentation practices:

Updated our policies and procedures related to accounting for lease assets and liabilities and related income and expense.
Modified our contract review controls to consider the new criteria for determining whether a contract is or contains a lease, specifically to clarify the definition of a lease and align with the concept of control.
Added controls for reevaluating our significant assumptions and judgments on a periodic basis.
Added controls to address related required disclosures regarding leases, including our significant assumptions and judgments used in applying ASC 842.

Other than the items described above, thereThere have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31,September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II OTHER INFORMATION

Item 1.    Legal Proceedings

We are involved in six lawsuits (together, the "Lawsuits") with Metaswitch Networks Ltd., Metaswitch Networks Corp. and Metaswitch Inc. (together, “Metaswitch”). In five of the Lawsuits, we are the plaintiff and, in three of those five lawsuits, we are also a counterclaim defendant. In the sixth case, we are the defendant. On January 21, 2014, GENBAND and its indirectly-owned subsidiary, GENBAND US LLC, filed a complaint in the Eastern District of Texas, Marshall Division, alleging that Metaswitch infringed certain patents owned by GENBAND. Following unsuccessful mediation, a trial took place and on January 15, 2016, the jury awarded $8.2 million in past royalty damages to GENBAND, which neither GENBAND nor we have recorded. On September 29, 2016, the district court confirmed the jury verdict following motions from both parties. On March 22, 2018, the district court entered final judgment awarding GENBAND $8.9 million in royalties for damages through January 15, 2016 at rates set by the district court, excluding pre- and post-judgment interest and costs. On April 10, 2018, the clerk of the district court set the awarded costs at $0.4 million. On April 19, 2018, Metaswitch filed a notice of appeal (the "Appeal") on the judgment with United States Court of Appeals for the Federal Circuit (the "Appeals Court"), and filed its appeal brief on July 6, 2018. Oral argument on the appeal occurred on March 8, 2019 and the parties are awaiting the Appeals Court's ruling on the Appeal.

On April 18, 2018, through Sonus, the Company we filed a complaint in the Eastern District of Texas, Marshall Division, alleging that Metaswitch is continuing to infringe the patents from the first lawsuit above through sales of Metaswitch's allegedly "redesigned" products. This suit seeks a finding that Metaswitch's infringement is willful. This suit also alleges false advertising and seeks monetary damages resulting from allegedly false and misleading statements Metaswitch made regarding the first lawsuit. On March 25, 2019, the district court stayed the case pending the Appeals Court's ruling on the Appeal.

Through Sonus and GENBAND US LLC, we are involved as plaintiff and counterclaim defendant in a lawsuit with Metaswitch regarding claims that Metaswitch misappropriated trade secrets of GENBAND, and we are seeking monetary damages. This case is pending in state court in Dallas County, Texas, and stems from claims originally brought in a patent lawsuit between GENBAND and Metaswitch. The state court action was filed on March 28, 2017. Metaswitch filed its answer on April 21, 2017, in which it asserted counterclaims against GENBAND. On July 11, 2018, Metaswitch filed its fifth amended answer and counterclaims against GENBAND. The Texas state court has set a special setting for a trial for this case on April 22, 2019.



Through Sonus, we are also involved as plaintiff and counterclaim defendant in two patent infringement lawsuits with Metaswitch asserting the infringement of a total of ten patents that came into the Company from Sonus, and we are seeking monetary damages. Sonus filed these two lawsuits in the Eastern District of Texas, Marshall Division, on March 8, 2018. Metaswitch filed its answers on May 15, 2018, in which it asserted counterclaims against Sonus, including alleged infringement by us and Sonus of a total of ten patents. The district court has set trials for these cases to occur on February 18, 2020 and June 15, 2020.

On November 19, 2018, Metaswitch filed a complaint against us and several of our subsidiaries in the Southern District of New York, alleging various antitrust violations based, in large part, on allegations that GENBAND should not have brought its successful patent infringement lawsuit against Metaswitch. Metaswitch is seeking monetary damages. On March 7, 2019, the district court granted our motion to reassign the case to the Eastern District of Texas, Marshall Division. On March 25, 2019, the district court for the Eastern District of Texas, Marshall Division, stayed the case pending the Appeals Court's ruling on the Appeal.

On April 22, 2019, we and Metaswitch agreed to a binding mediator's proposal (the "Mediation Agreement") that resolves the six Lawsuits between us and Metaswitch (the "Lawsuits"). We and Metaswitch will be memorializing the Mediation Agreement in final settlement documents. Pursuant to the terms of the Mediation Agreement, Metaswitch has agreed to pay us an aggregate amount of $63.0 million, which includes cash payments of $37.5 million during the second quarter of 2019 and $25.5 million payable in three installments annually, beginning in 2020, and such installment payments by Metaswitch will accrue interest at a rate of 4% per year. We and Metaswitch expect to cross-license certain patents that we and Metaswitch own. We and Metaswitch have agreed to stay the Lawsuits pending the completion of the final settlement documents.

On November 8, 2018, Ron Miller, a purported stockholder of ours, filed a Class Action Complaint (the "Miller Complaint") in the United States District Court for the District of Massachusetts (the "Massachusetts District Court") against us and three of our former officers, Raymond P. Dolan, Mark T. Greenquist and Michael Swade (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 the order,an August 7, 2018 Securities and Exchange Commission Cease and Desist Order, whose findings we 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. Briefing on the issue was completed on January 30,On June 21, 2019, and the Massachusetts District Court isappointed 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. The Defendants are expected to issue a decision shortly. We have not yet filed an answer, and the Massachusetts District Court has not yet set a schedule.reply to such opposition on or before November 1, 2019.

In addition, we are often a party to disputes and legal proceedings that we consider routine and incidental to our business. Management does not expect the results of any of these actions to have a material effect on our business or consolidated financial statements.



Item 1A.    Risk Factors

Our business faces significant risks and uncertainties, which may have a material adverse effect on our business prospects, financial condition and results of operations, and you should carefully consider them. There have been no material changes in the threenine months ended March 31,September 30, 2019 to the risk factors described in Part I, Item 1A. of our Annual Report on Form 10-K/A for the year ended December 31, 2018.2018, with the exception of the risk factor below.

Increases in tariffs, trade restrictions or taxes on our products could have an adverse impact on our operations.

We manufacture certain of our appliance products and purchase a portion of our raw materials and components from suppliers in Mexico, China and other foreign countries. The commerce we conduct in the international marketplace makes us subject to tariffs, trade restrictions and other taxes when the raw materials or components we purchase, and the products we ship, cross international borders. Import tariffs and/or other mandates imposed by the current presidential administration could potentially lead to retaliatory actions by affected countries, resulting in “trade wars,” and could significantly increase the prices on raw materials, the manufacturing of our equipment, and/or increased costs for goods imported into the United States, all of which are critical to our business. Any such tariffs could reduce customer demand for our products if our customers have to pay


increased prices for our products as a result of such tariffs. In addition, tariff increases may have a similar impact on other suppliers and certain other customers, which could increase the negative impact on our operating results or future cash flows.

Although we have not experienced a significant resulting increase in our manufacturing costs, if we were to do so, this eventually could make our products less competitive than those of our competitors whose imports are not subject to these tariffs. In addition, the U.S. administration has threatened to impose tariffs on all products imported from both Mexico and China.  If this were to occur, we may not be able to mitigate the impacts of these tariffs and our business, results of operations and financial position could be materially adversely affected. Products we sell into certain foreign markets could also become subject to similar retaliatory tariffs, making the products we sell uncompetitive to similar products not subject to such import tariffs. Further changes in U.S. trade policies, tariffs, taxes, export restrictions or other trade barriers, or restrictions on raw materials or components, may limit our ability to manufacture products, increase our manufacturing costs, decrease our profit margins, reduce the competitiveness of our products, or inhibit our ability to sell products or purchase raw materials or components, which could have a material adverse effect on our business, results of operations and financial condition.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities

The following table provides information with respect to the shares of common stock repurchased by us for the periods indicated:
Period
Total Number
of Shares
Purchased (1)
 
Average
Price Paid
per Share
 
Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs
 
Approximate Dollar
Value of Shares that May
Yet be Purchased Under
the Plans or Programs
January 1, 2019 to January 31, 2019
 $
 
 $
February 1, 2019 to February 28, 201949,484
 $5.67
 
 $
March 1, 2019 to March 31, 2019131,944
 $5.18
 
 $
Total181,428
 $5.31
 
 $
Period
Total Number
of Shares
Purchased (1)
 
Average
Price Paid
per Share
 
Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs (2)
 
Approximate Dollar
Value of Shares that May
Yet be Purchased Under
the Plans or Programs (3)
July 1, 2019 to July 31, 2019
 $
 
 $70,463,973
August 1, 2019 to August 31, 2019379
 $5.26
 
 $70,463,973
September 1, 2019 to September 30, 2019122
 $5.63
 
 $70,463,973
Total501
 $5.35
 
 $70,463,973


(1) Upon vesting of restricted stock awards, certain of our employees are permitted to returnsurrender to us a portion of the newly vested shares of common stock to satisfy the tax withholding obligations that arise in connection with such vesting. During the firstthird quarter of 2019, 181,428501 shares of restricted stock were returned to us by employees to satisfy tax withholding obligations arising in connection with vesting of restricted stock, which shares are included in this column.

(2) On May 2, 2019, we announced a stock repurchase program, under which our Board of Directors has authorized the repurchase of up to $75 million of our common stock from time to time on the open market or in privately negotiated transactions prior to April 18, 2021 (the "Repurchase Program"). We did not repurchase any shares of our common stock under the program during the third quarter of 2019. At September 30, 2019, we had $70.5 million remaining under the Repurchase Program for future repurchases. The timing and amount of any shares repurchased will be determined by our management based on its evaluation of market conditions and other factors. We may elect to implement a 10b5-1 repurchase program, which would permit shares to be repurchased when we might otherwise be precluded from doing so under insider trading laws. The Repurchase Program may be suspended or discontinued at any time. The Repurchase Program is being funded using our working capital.

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


Item 5. Other Information

None.





Item 6.    Exhibits (Updates in Progress)
Exhibit No. Description
  Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K12B, filed October 30, 2017 with the SEC).
  Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed November 28, 2017 with the SEC).
  Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K, filed March 8, 2018 with the SEC).
* EmploymentForm of Non-Statutory Stock Option Award Agreement by and betweenunder the Registrant and Anthony Scarfo, dated January 18, 2018.2019 Incentive Award Plan.
* EmploymentForm of Restricted Stock Award Agreement by and between GENBAND and Steven Bruny, dated February 7, 2015.under the 2019 Incentive Award Plan.
* SeveranceForm of Restricted Stock Unit Award Agreement by and between GENBAND Management Services Corp., GENBAND Holdings Company, GENBAND US LLC, GENBAND Inc., Cayman Holdings, GENBAND LLC and Steven Bruny, dated March 2, 2016.(Time-Based Vesting) under the 2019 Incentive Award Plan.
* Senior Secured Credit Facilities Amended and Restated CreditForm of Restricted Stock Unit Award Agreement by and among(Performance-Based Vesting) under the Registrant, as a guarantor, Ribbon Communications Operating Company, Inc., as the borrower, Silicon Valley Bank, as administrative agent, issuing lender, swingline lender and joint lead arranger, Citizens Bank, N.A., as lender and joint lead arranger, SunTrust Bank, as lender and documentation agent, and the other lenders party thereto, dated April 29, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed May 2, 2019 with the SEC).Incentive Award Plan.
* Certificate of Ribbon Communications Inc. Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
* Certificate of Ribbon Communications Inc. Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
# Certificate of Ribbon Communications Inc. Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
# Certificate of Ribbon Communications Inc. Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS  XBRL Instance Document
101.SCH  XBRL Taxonomy Extension Schema
101.CAL  XBRL Taxonomy Extension Calculation Linkbase
101.DEF  XBRL Taxonomy Extension Definition Linkbase
101.LAB  XBRL Taxonomy Extension Label Linkbase
101.PRE  XBRL Taxonomy Extension Presentation Linkbase

*Filed herewith.
#Furnished herewith.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date: May 2,October 31, 2019RIBBON COMMUNICATIONS INC.
  
  
By:/s/ Daryl E. Raiford
 
Daryl E. Raiford
Executive Vice President and Chief Financial Officer (Principal Financial Officer)




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