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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ribbon Communications Inc | NASDAQ:RBBN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.10 | -3.21% | 3.02 | 1.25 | 3.71 | 168 | 10:06:15 |
|
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x
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|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended September 30, 2016
|
||
o
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|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
04-3387074
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
o
|
|
Accelerated filer
x
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|
Non-accelerated filer
o
(Do not check if a smaller
reporting company)
|
|
Smaller reporting company
o
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|
Item
|
|
Page
|
|
||
PART I FINANCIAL INFORMATION
|
|
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||
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||
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||
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PART II OTHER INFORMATION
|
|
|
|
||
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September 30,
2016 |
|
December 31,
2015 |
||||
Assets
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
32,566
|
|
|
$
|
50,111
|
|
Marketable securities
|
49,829
|
|
|
58,533
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $0 at September 30, 2016 and $10 at December 31, 2015
|
44,169
|
|
|
51,533
|
|
||
Inventory
|
20,811
|
|
|
23,111
|
|
||
Other current assets
|
13,237
|
|
|
11,853
|
|
||
Total current assets
|
160,612
|
|
|
195,141
|
|
||
Property and equipment, net
|
13,077
|
|
|
13,620
|
|
||
Intangible assets, net
|
38,794
|
|
|
26,087
|
|
||
Goodwill
|
52,136
|
|
|
40,310
|
|
||
Investments
|
38,603
|
|
|
33,605
|
|
||
Deferred income taxes
|
1,797
|
|
|
1,879
|
|
||
Other assets
|
4,834
|
|
|
2,249
|
|
||
|
$
|
309,853
|
|
|
$
|
312,891
|
|
Liabilities and Stockholders' Equity
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
4,331
|
|
|
$
|
5,949
|
|
Accrued expenses
|
22,990
|
|
|
31,963
|
|
||
Current portion of deferred revenue
|
37,896
|
|
|
38,716
|
|
||
Current portion of long-term liabilities
|
1,029
|
|
|
821
|
|
||
Total current liabilities
|
66,246
|
|
|
77,449
|
|
||
Deferred revenue
|
8,465
|
|
|
7,374
|
|
||
Deferred income taxes
|
2,806
|
|
|
2,282
|
|
||
Contingent consideration - acquisition
|
10,000
|
|
|
—
|
|
||
Other long-term liabilities
|
1,675
|
|
|
2,760
|
|
||
Total liabilities
|
89,192
|
|
|
89,865
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.01 par value per share; 5,000,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value per share; 120,000,000 shares authorized; 49,399,271 shares issued and outstanding at September 30, 2016; 49,473,789 shares issued and outstanding at December 31, 2015
|
49
|
|
|
49
|
|
||
Additional paid-in capital
|
1,249,095
|
|
|
1,240,803
|
|
||
Accumulated deficit
|
(1,034,543
|
)
|
|
(1,023,242
|
)
|
||
Accumulated other comprehensive income
|
6,060
|
|
|
5,416
|
|
||
Total stockholders' equity
|
220,661
|
|
|
223,026
|
|
||
|
$
|
309,853
|
|
|
$
|
312,891
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
September 30,
2016 |
|
September 25,
2015 |
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
38,601
|
|
|
$
|
42,230
|
|
|
$
|
108,719
|
|
|
$
|
94,137
|
|
Service
|
26,410
|
|
|
25,632
|
|
|
76,300
|
|
|
78,571
|
|
||||
Total revenue
|
65,011
|
|
|
67,862
|
|
|
185,019
|
|
|
172,708
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Product
|
12,285
|
|
|
13,158
|
|
|
35,230
|
|
|
36,075
|
|
||||
Service
|
9,140
|
|
|
8,992
|
|
|
27,572
|
|
|
27,277
|
|
||||
Total cost of revenue
|
21,425
|
|
|
22,150
|
|
|
62,802
|
|
|
63,352
|
|
||||
Gross profit
|
43,586
|
|
|
45,712
|
|
|
122,217
|
|
|
109,356
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
18,230
|
|
|
19,335
|
|
|
53,005
|
|
|
58,642
|
|
||||
Sales and marketing
|
18,103
|
|
|
16,507
|
|
|
50,890
|
|
|
53,812
|
|
||||
General and administrative
|
8,998
|
|
|
11,074
|
|
|
26,656
|
|
|
30,742
|
|
||||
Acquisition-related
|
951
|
|
|
—
|
|
|
951
|
|
|
131
|
|
||||
Restructuring
|
1,620
|
|
|
158
|
|
|
1,620
|
|
|
1,306
|
|
||||
Total operating expenses
|
47,902
|
|
|
47,074
|
|
|
133,122
|
|
|
144,633
|
|
||||
Loss from operations
|
(4,316
|
)
|
|
(1,362
|
)
|
|
(10,905
|
)
|
|
(35,277
|
)
|
||||
Interest income, net
|
209
|
|
|
82
|
|
|
590
|
|
|
90
|
|
||||
Other income, net
|
803
|
|
|
133
|
|
|
916
|
|
|
183
|
|
||||
Loss before income taxes
|
(3,304
|
)
|
|
(1,147
|
)
|
|
(9,399
|
)
|
|
(35,004
|
)
|
||||
Income tax provision
|
(427
|
)
|
|
(749
|
)
|
|
(1,902
|
)
|
|
(1,594
|
)
|
||||
Net loss
|
$
|
(3,731
|
)
|
|
$
|
(1,896
|
)
|
|
$
|
(11,301
|
)
|
|
$
|
(36,598
|
)
|
Loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.08
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.74
|
)
|
Diluted
|
$
|
(0.08
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.74
|
)
|
Shares used to compute loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
49,402
|
|
|
49,625
|
|
|
49,436
|
|
|
49,512
|
|
||||
Diluted
|
49,402
|
|
|
49,625
|
|
|
49,436
|
|
|
49,512
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
September 30,
2016 |
|
September 25,
2015 |
||||||||
Net loss
|
$
|
(3,731
|
)
|
|
$
|
(1,896
|
)
|
|
$
|
(11,301
|
)
|
|
$
|
(36,598
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
49
|
|
|
59
|
|
|
484
|
|
|
11
|
|
||||
Unrealized (loss) gain on available-for sale marketable securities, net of tax
|
(112
|
)
|
|
33
|
|
|
160
|
|
|
113
|
|
||||
Reclassification adjustment for realized losses included in net loss
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Other comprehensive income (loss), net of tax
|
(63
|
)
|
|
92
|
|
|
662
|
|
|
124
|
|
||||
Comprehensive loss, net of tax
|
$
|
(3,794
|
)
|
|
$
|
(1,804
|
)
|
|
$
|
(10,639
|
)
|
|
$
|
(36,474
|
)
|
|
Nine months ended
|
||||||
|
September 30,
2016 |
|
September 25,
2015 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(11,301
|
)
|
|
$
|
(36,598
|
)
|
Adjustments to reconcile net loss to cash flows provided by operating activities:
|
|
|
|
||||
Depreciation and amortization of property and equipment
|
5,914
|
|
|
9,646
|
|
||
Amortization of intangible assets
|
5,493
|
|
|
4,975
|
|
||
Stock-based compensation
|
15,464
|
|
|
16,902
|
|
||
Loss on disposal of property and equipment
|
29
|
|
|
112
|
|
||
Gain on sale of domain name
|
(800
|
)
|
|
—
|
|
||
Deferred income taxes
|
763
|
|
|
514
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
9,287
|
|
|
11,623
|
|
||
Inventory
|
2,756
|
|
|
(2,076
|
)
|
||
Other operating assets
|
(798
|
)
|
|
1,282
|
|
||
Accounts payable
|
(2,904
|
)
|
|
(2,329
|
)
|
||
Accrued expenses and other long-term liabilities
|
(12,032
|
)
|
|
(5,733
|
)
|
||
Deferred revenue
|
(1,823
|
)
|
|
3,379
|
|
||
Net cash provided by operating activities
|
10,048
|
|
|
1,697
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(3,637
|
)
|
|
(6,417
|
)
|
||
Business acquisition, net of cash acquired
|
(20,669
|
)
|
|
(10,897
|
)
|
||
Purchases of marketable securities
|
(62,468
|
)
|
|
(25,577
|
)
|
||
Maturities/sales of marketable securities
|
65,327
|
|
|
49,328
|
|
||
Proceeds from the sale of domain name
|
800
|
|
|
—
|
|
||
Net cash (used in) provided by investing activities
|
(20,647
|
)
|
|
6,437
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from sale of common stock in connection with employee stock purchase plan
|
1,360
|
|
|
2,378
|
|
||
Proceeds from exercise of stock options
|
135
|
|
|
1,757
|
|
||
Payment of tax withholding obligations related to net share settlements of restricted stock awards
|
(1,538
|
)
|
|
(2,314
|
)
|
||
Repurchase of common stock
|
(7,130
|
)
|
|
(6,083
|
)
|
||
Principal payments of capital lease obligations
|
(33
|
)
|
|
(62
|
)
|
||
Net cash used in financing activities
|
(7,206
|
)
|
|
(4,324
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
260
|
|
|
(194
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(17,545
|
)
|
|
3,616
|
|
||
Cash and cash equivalents, beginning of year
|
50,111
|
|
|
41,157
|
|
||
Cash and cash equivalents, end of period
|
$
|
32,566
|
|
|
$
|
44,773
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
27
|
|
|
$
|
46
|
|
Income taxes paid
|
$
|
1,024
|
|
|
$
|
833
|
|
Income tax refunds received
|
$
|
275
|
|
|
$
|
312
|
|
Supplemental disclosure of non-cash investing activities:
|
|
|
|
||||
Capital expenditures incurred, but not yet paid
|
$
|
444
|
|
|
$
|
556
|
|
Property and equipment acquired under capital lease
|
$
|
36
|
|
|
$
|
—
|
|
Fair value of contingent consideration related to acquisition
|
$
|
10,000
|
|
|
$
|
—
|
|
Fair value of consideration transferred:
|
|
||
Cash, net of cash acquired
|
$
|
19,919
|
|
Contingent consideration estimate
|
10,000
|
|
|
Fair value of total consideration
|
$
|
29,919
|
|
|
|
||
Fair value of assets acquired and liabilities assumed:
|
|
||
Current assets
|
3,711
|
|
|
Property and equipment
|
1,445
|
|
|
Intangible assets:
|
|
||
Developed technology
|
14,200
|
|
|
Customer relationships
|
4,000
|
|
|
Goodwill
|
11,826
|
|
|
Other noncurrent assets
|
493
|
|
|
Current liabilities
|
(5,212
|
)
|
|
Long-term liabilities
|
(544
|
)
|
|
|
$
|
29,919
|
|
Fair value of consideration transferred:
|
|
||
Cash, net of cash acquired
|
$
|
11,647
|
|
|
|
||
Fair value of assets acquired and liabilities assumed:
|
|
||
Intangible assets:
|
|
||
In-process research and development
|
$
|
9,100
|
|
Developed technology
|
1,500
|
|
|
Goodwill
|
1,047
|
|
|
|
$
|
11,647
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
September 30,
2016 |
|
September 25,
2015 |
||||||||
Professional and services fees
|
$
|
951
|
|
|
$
|
—
|
|
|
$
|
951
|
|
|
$
|
131
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
September 30,
2016 |
|
September 25,
2015 |
||||
Weighted average shares outstanding—basic
|
49,402
|
|
|
49,625
|
|
|
49,436
|
|
|
49,512
|
|
Potential dilutive common shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Weighted average shares outstanding—diluted
|
49,402
|
|
|
49,625
|
|
|
49,436
|
|
|
49,512
|
|
|
September 30, 2016
|
||||||||||||||
|
Amortized
cost
|
|
Unrealized
gains
|
|
Unrealized
losses
|
|
Fair
value
|
||||||||
Cash equivalents
|
$
|
12,389
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,389
|
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
|
|
|
|
|
|
||||||||
Municipal obligations
|
$
|
2,627
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
2,630
|
|
U.S. government agency notes
|
9,973
|
|
|
9
|
|
|
—
|
|
|
9,982
|
|
||||
Corporate debt securities
|
37,221
|
|
|
12
|
|
|
(16
|
)
|
|
37,217
|
|
||||
|
$
|
49,821
|
|
|
$
|
24
|
|
|
$
|
(16
|
)
|
|
$
|
49,829
|
|
Investments
|
|
|
|
|
|
|
|
||||||||
Municipal obligations
|
$
|
1,109
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1,110
|
|
U.S. government agency notes
|
21,470
|
|
|
17
|
|
|
(2
|
)
|
|
21,485
|
|
||||
Corporate debt securities
|
16,011
|
|
|
11
|
|
|
(14
|
)
|
|
16,008
|
|
||||
|
$
|
38,590
|
|
|
$
|
29
|
|
|
$
|
(16
|
)
|
|
$
|
38,603
|
|
|
December 31, 2015
|
||||||||||||||
|
Amortized
cost
|
|
Unrealized
gains
|
|
Unrealized
losses
|
|
Fair
value
|
||||||||
Cash equivalents
|
$
|
7,122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,122
|
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
|
|
|
|
|
|
||||||||
Municipal obligations
|
$
|
3,910
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
3,909
|
|
U.S. government agency notes
|
3,450
|
|
|
—
|
|
|
(2
|
)
|
|
3,448
|
|
||||
Corporate debt securities
|
46,736
|
|
|
2
|
|
|
(56
|
)
|
|
46,682
|
|
||||
Commercial paper
|
3,994
|
|
|
—
|
|
|
—
|
|
|
3,994
|
|
||||
Certificates of deposit
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
||||
|
$
|
58,590
|
|
|
$
|
2
|
|
|
$
|
(59
|
)
|
|
$
|
58,533
|
|
Investments
|
|
|
|
|
|
|
|
||||||||
Municipal obligations
|
$
|
2,165
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
2,161
|
|
U.S. government agency notes
|
1,999
|
|
|
—
|
|
|
(13
|
)
|
|
1,986
|
|
||||
Corporate debt securities
|
29,541
|
|
|
2
|
|
|
(85
|
)
|
|
29,458
|
|
||||
|
$
|
33,705
|
|
|
$
|
2
|
|
|
$
|
(102
|
)
|
|
$
|
33,605
|
|
|
|
|
Fair value measurements at
September 30, 2016 using: |
||||||||||||
|
Total carrying
value at September 30, 2016 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Cash equivalents
|
$
|
12,389
|
|
|
$
|
12,389
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
|
|
|
|
|
|
||||||||
Municipal obligations
|
$
|
2,630
|
|
|
$
|
—
|
|
|
$
|
2,630
|
|
|
$
|
—
|
|
U.S. government agency notes
|
9,982
|
|
|
—
|
|
|
9,982
|
|
|
—
|
|
||||
Corporate debt securities
|
37,217
|
|
|
—
|
|
|
37,217
|
|
|
—
|
|
||||
|
$
|
49,829
|
|
|
$
|
—
|
|
|
$
|
49,829
|
|
|
$
|
—
|
|
Investments
|
|
|
|
|
|
|
|
||||||||
Municipal obligations
|
$
|
1,110
|
|
|
$
|
—
|
|
|
$
|
1,110
|
|
|
$
|
—
|
|
U.S. government agency notes
|
21,485
|
|
|
—
|
|
|
21,485
|
|
|
—
|
|
||||
Corporate debt securities
|
16,008
|
|
|
—
|
|
|
16,008
|
|
|
—
|
|
||||
|
$
|
38,603
|
|
|
$
|
—
|
|
|
$
|
38,603
|
|
|
$
|
—
|
|
|
|
|
Fair value measurements at
December 31, 2015 using: |
||||||||||||
|
Total carrying
value at December 31, 2015 |
|
Quoted prices
in active
markets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Cash equivalents
|
$
|
7,122
|
|
|
$
|
7,122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities
|
|
|
|
|
|
|
|
||||||||
Municipal obligations
|
$
|
3,909
|
|
|
$
|
—
|
|
|
$
|
3,909
|
|
|
$
|
—
|
|
U.S. government agency notes
|
3,448
|
|
|
—
|
|
|
3,448
|
|
|
—
|
|
||||
Corporate debt securities
|
46,682
|
|
|
—
|
|
|
46,682
|
|
|
—
|
|
||||
Commercial paper
|
3,994
|
|
|
—
|
|
|
3,994
|
|
|
—
|
|
||||
Certificates of deposit
|
500
|
|
|
—
|
|
|
500
|
|
|
—
|
|
||||
|
$
|
58,533
|
|
|
$
|
—
|
|
|
$
|
58,533
|
|
|
$
|
—
|
|
Investments
|
|
|
|
|
|
|
|
||||||||
Municipal obligations
|
$
|
2,161
|
|
|
$
|
—
|
|
|
$
|
2,161
|
|
|
$
|
—
|
|
U.S. government agency notes
|
1,986
|
|
|
—
|
|
|
1,986
|
|
|
—
|
|
||||
Corporate debt securities
|
29,458
|
|
|
—
|
|
|
29,458
|
|
|
—
|
|
||||
|
$
|
33,605
|
|
|
$
|
—
|
|
|
$
|
33,605
|
|
|
$
|
—
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
On-hand final assemblies and finished goods inventories
|
$
|
17,319
|
|
|
$
|
17,136
|
|
Deferred cost of goods sold
|
4,942
|
|
|
5,975
|
|
||
|
22,261
|
|
|
23,111
|
|
||
Less current portion
|
(20,811
|
)
|
|
(23,111
|
)
|
||
Noncurrent portion (included in Other assets)
|
$
|
1,450
|
|
|
$
|
—
|
|
September 30, 2016
|
Weighted average amortization period
(years)
|
|
Cost
|
|
Accumulated
amortization
|
|
Net
carrying value
|
||||||
Developed technology
|
6.92
|
|
$
|
47,080
|
|
|
$
|
14,952
|
|
|
$
|
32,128
|
|
Customer relationships
|
5.69
|
|
14,030
|
|
|
7,364
|
|
|
6,666
|
|
|||
Internal use software
|
3.00
|
|
730
|
|
|
730
|
|
|
—
|
|
|||
|
6.59
|
|
$
|
61,840
|
|
|
$
|
23,046
|
|
|
$
|
38,794
|
|
December 31, 2015
|
Weighted average amortization period
(years)
|
|
Cost
|
|
Accumulated
amortization
|
|
Net
carrying value
|
||||||
In-process research and development
|
*
|
|
$
|
1,600
|
|
|
$
|
—
|
|
|
$
|
1,600
|
|
Developed technology
|
6.42
|
|
31,280
|
|
|
10,415
|
|
|
20,865
|
|
|||
Customer relationships
|
5.57
|
|
10,030
|
|
|
6,408
|
|
|
3,622
|
|
|||
Internal use software
|
3.00
|
|
730
|
|
|
730
|
|
|
—
|
|
|||
|
6.19
|
|
$
|
43,640
|
|
|
$
|
17,553
|
|
|
$
|
26,087
|
|
|
Three months ended
|
|
Nine months ended
|
|
Statement of operations classification
|
||||||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
September 30,
2016 |
|
September 25,
2015 |
|
|||||||||
Developed technology
|
$
|
1,455
|
|
|
$
|
1,282
|
|
|
$
|
4,537
|
|
|
$
|
3,505
|
|
|
Cost of revenue - product
|
Customer relationships
|
319
|
|
|
414
|
|
|
956
|
|
|
1,308
|
|
|
Sales and marketing
|
||||
Internal use software
|
—
|
|
|
41
|
|
|
—
|
|
|
162
|
|
|
Cost of revenue - product
|
||||
|
$
|
1,774
|
|
|
$
|
1,737
|
|
|
$
|
5,493
|
|
|
$
|
4,975
|
|
|
|
|
|
||
Balance at January 1, 2016
|
|
||
Goodwill
|
$
|
43,416
|
|
Accumulated impairment losses
|
(3,106
|
)
|
|
|
40,310
|
|
|
Acquisition of Taqua
|
11,826
|
|
|
Balance at September 30, 2016
|
$
|
52,136
|
|
|
|
||
Balance at September 30, 2016
|
|
||
Goodwill
|
$
|
55,242
|
|
Accumulated impairment losses
|
(3,106
|
)
|
|
|
$
|
52,136
|
|
|
|
||
Balance at January 1, 2015
|
|
||
Goodwill
|
$
|
42,369
|
|
Accumulated impairment losses
|
(3,106
|
)
|
|
|
39,263
|
|
|
Acquisition of SDN Business
|
1,047
|
|
|
Balance at September 25, 2015
|
$
|
40,310
|
|
|
|
||
Balance at September 25, 2015
|
|
||
Goodwill
|
$
|
43,416
|
|
Accumulated impairment losses
|
(3,106
|
)
|
|
|
$
|
40,310
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
Employee compensation and related costs
|
$
|
12,577
|
|
|
$
|
22,180
|
|
Other
|
10,413
|
|
|
9,783
|
|
||
|
$
|
22,990
|
|
|
$
|
31,963
|
|
|
Balance at
January 1, 2016 |
|
Initiatives
charged to expense |
|
Adjustments for changes in estimate
|
|
Cash
payments |
|
Balance at
September 30, 2016 |
||||||||||
Severance
|
$
|
—
|
|
|
$
|
1,236
|
|
|
$
|
—
|
|
|
$
|
(216
|
)
|
|
$
|
1,020
|
|
|
Balance at
January 1, 2016 |
|
Initiatives
charged to expense |
|
Adjustments for changes in estimate
|
|
Cash
payments |
|
Balance at
September 30, 2016 |
||||||||||
Severance
|
$
|
—
|
|
|
$
|
384
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
384
|
|
|
Balance at
January 1, 2016 |
|
Initiatives
charged to expense |
|
Adjustments for changes in estimate
|
|
Cash
payments |
|
Balance at
September 30, 2016 |
||||||||||
Severance
|
$
|
749
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(649
|
)
|
|
$
|
100
|
|
•
|
Increase the number of shares of the Company's common stock authorized for issuance under the Stock Plan by
800,000
shares;
|
•
|
Extend the Stock Plan's termination date through the tenth anniversary of the 2016 Annual Meeting;
|
•
|
Revise the rate at which RSAs, RSUs, PSAs and PSUs (collectively, "full value awards") are counted against the shares of common stock available for issuance under the Stock Plan from
1.61
shares for every one share subject to such award to
1.50
shares for every one share subject to such award. Shares of common stock subject to full value awards that were granted under any prior ratio that applied at the time such awards were granted will continue to return to the Stock Plan upon forfeiture of such awards at the respective previous ratio of
1.50
,
1.57
and
1.61
, as applicable;
|
•
|
Increase the maximum number of shares of the Company's common stock with respect to which awards may be granted to any participant under the Stock Plan to
1,000,000
shares per calendar year;
|
•
|
Increase the maximum number of shares of the Company's common stock with respect to which awards may be granted under the Stock Plan to any director who is not an employee of the Company at the time of grant to
100,000
shares per calendar year; and
|
•
|
Prohibit stock options and SARs granted under the Stock Plan from (i) providing for the payment or accrual of dividend equivalents or (ii) containing any provision entitling the grantee to the automatic grant of additional stock options or SARs, as applicable, in connection with the exercise of the original stock option or SAR, as applicable.
|
•
|
Stock options will generally vest over a period of
three years
, with
one-third
of the stock options vesting on the first anniversary of the grant date and the remaining
two-thirds
vesting in equal monthly increments thereafter through the third anniversary of the grant date.
|
•
|
RSAs and RSUs (collectively, the "restricted stock grants") will generally vest over a period of
three years
, with
one-third
of the shares underlying the grant vesting on the first anniversary of the grant date and the remaining
two-thirds
vesting in equal increments semi-annually through the third anniversary of the grant date.
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual Term
(years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Outstanding at January 1, 2016
|
6,352,208
|
|
|
$
|
15.99
|
|
|
|
|
|
||
Granted
|
161,090
|
|
|
$
|
8.41
|
|
|
|
|
|
||
Exercised
|
(19,578
|
)
|
|
$
|
6.87
|
|
|
|
|
|
||
Forfeited
|
(155,787
|
)
|
|
$
|
14.80
|
|
|
|
|
|
||
Expired
|
(569,905
|
)
|
|
$
|
16.99
|
|
|
|
|
|
||
Outstanding at September 30, 2016
|
5,768,028
|
|
|
$
|
15.74
|
|
|
5.51
|
|
$
|
294
|
|
Vested or expected to vest at September 30, 2016
|
5,666,592
|
|
|
$
|
15.78
|
|
|
5.46
|
|
$
|
282
|
|
Exercisable at September 30, 2016
|
4,619,681
|
|
|
$
|
15.82
|
|
|
5.01
|
|
$
|
238
|
|
|
Three months ended
|
|
Nine months ended
|
|
September 30,
2016 |
|
September 30,
2016 |
Risk-free interest rate
|
1.13%
|
|
1.00% - 1.60%
|
Expected dividends
|
—
|
|
—
|
Weighted average volatility
|
51.6%
|
|
54.8%
|
Expected life (years)
|
5.0
|
|
5.0-10.0
|
|
Three months ended
|
|
Nine months ended
|
||||
|
September 30,
2016 |
|
September 30,
2016 |
||||
Weighted average grant date fair value of stock options granted
|
$
|
4.01
|
|
|
$
|
4.46
|
|
Total intrinsic value of stock options exercised (in thousands)
|
$
|
27
|
|
|
$
|
38
|
|
Cash received from the exercise of stock options (in thousands)
|
$
|
120
|
|
|
$
|
135
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Unvested balance at January 1, 2016
|
1,512,783
|
|
|
$
|
13.48
|
|
Granted
|
1,535,902
|
|
|
$
|
7.79
|
|
Vested
|
(701,774
|
)
|
|
$
|
12.82
|
|
Forfeited
|
(318,102
|
)
|
|
$
|
10.25
|
|
Unvested balance at September 30, 2016
|
2,028,809
|
|
|
$
|
9.91
|
|
|
|
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Unvested balance at January 1, 2016
|
111,250
|
|
|
$
|
14.68
|
|
Granted
|
131,250
|
|
|
$
|
9.39
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(66,665
|
)
|
|
$
|
12.77
|
|
Unvested balance at September 30, 2016
|
175,835
|
|
|
$
|
10.58
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
September 30,
2016 |
|
September 25,
2015 |
||||||||
Product cost of revenue
|
$
|
95
|
|
|
$
|
81
|
|
|
$
|
259
|
|
|
$
|
238
|
|
Service cost of revenue
|
331
|
|
|
378
|
|
|
985
|
|
|
1,155
|
|
||||
Research and development
|
1,298
|
|
|
1,349
|
|
|
3,687
|
|
|
4,152
|
|
||||
Sales and marketing
|
3,048
|
|
|
1,282
|
|
|
5,292
|
|
|
4,150
|
|
||||
General and administrative
|
1,636
|
|
|
2,183
|
|
|
5,241
|
|
|
7,207
|
|
||||
|
$
|
6,408
|
|
|
$
|
5,273
|
|
|
$
|
15,464
|
|
|
$
|
16,902
|
|
|
Three months ended
|
|
Nine months ended
|
||||
|
September 30,
2016 |
|
September 25,
2015 |
|
September 30,
2016 |
|
September 25,
2015 |
AT&T Inc.
|
12%
|
|
15%
|
|
13%
|
|
14%
|
Inteliquent
|
*
|
|
14%
|
|
*
|
|
*
|
CenturyLink
|
*
|
|
11%
|
|
*
|
|
*
|
|
Three months ended
|
|
Nine months ended
|
||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
September 30,
2016 |
|
September 25,
2015 |
||||
United States
|
70
|
%
|
|
77
|
%
|
|
69
|
%
|
|
71
|
%
|
Europe, Middle East and Africa
|
14
|
|
|
11
|
|
|
13
|
|
|
12
|
|
Japan
|
7
|
|
|
5
|
|
|
10
|
|
|
10
|
|
Other Asia Pacific
|
5
|
|
|
4
|
|
|
5
|
|
|
4
|
|
Other
|
4
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
expanding our communications network solutions to address emerging UC-, IP- and cloud-based enterprise and service providers;
|
•
|
embracing the principles outlined by 3GPP, 4GPP2 and LTE architectures and delivering the industry's most advanced IMS (IP Multimedia Subsystem)-ready SBC and DSC product suites;
|
•
|
leveraging our TDM (time division multiplexing)-to-IP gateway technology leadership with service providers to accelerate adoption of SIP-enabled UC services;
|
•
|
expanding and broadening our customer base by targeting the enterprise market for SIP trunking and access solutions;
|
•
|
providing an environment for our customers to enable real-time communication to embed into their presence on the worldwide web;
|
•
|
expanding our global sales distribution, marketing and support capabilities;
|
•
|
actively contributing to the SIP standards definition and adoption process;
|
•
|
pursuing strategic transactions and alliances;
|
•
|
successfully implementing our cost reduction initiatives; and
|
•
|
delivering sustainable profitability by continuing to improve our overall performance.
|
•
|
Revenue recognition;
|
•
|
Valuation of inventory;
|
•
|
Loss contingencies and reserves;
|
•
|
Stock-based compensation;
|
•
|
Business combinations;
|
•
|
Goodwill and intangible assets; and
|
•
|
Accounting for income taxes.
|
|
Three months ended
|
|
Increase (decrease)
from prior year
|
|||||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
$
|
|
%
|
|||||||
Product
|
$
|
38,601
|
|
|
$
|
42,230
|
|
|
$
|
(3,629
|
)
|
|
(8.6
|
)%
|
Service
|
26,410
|
|
|
25,632
|
|
|
778
|
|
|
3.0
|
%
|
|||
Total revenue
|
$
|
65,011
|
|
|
$
|
67,862
|
|
|
$
|
(2,851
|
)
|
|
(4.2
|
)%
|
|
|
|
|
|
|
|
|
|||||||
|
Nine months ended
|
|
Increase (decrease)
from prior year
|
|||||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
$
|
|
%
|
|||||||
Product
|
$
|
108,719
|
|
|
$
|
94,137
|
|
|
$
|
14,582
|
|
|
15.5
|
%
|
Service
|
76,300
|
|
|
78,571
|
|
|
(2,271
|
)
|
|
(2.9
|
)%
|
|||
Total revenue
|
$
|
185,019
|
|
|
$
|
172,708
|
|
|
$
|
12,311
|
|
|
7.1
|
%
|
|
Three months ended
|
|
Increase
from prior year
|
|||||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
$
|
|
%
|
|||||||
Maintenance
|
$
|
22,263
|
|
|
$
|
22,024
|
|
|
$
|
239
|
|
|
1.1
|
%
|
Professional services
|
4,147
|
|
|
3,608
|
|
|
539
|
|
|
14.9
|
%
|
|||
|
$
|
26,410
|
|
|
$
|
25,632
|
|
|
$
|
778
|
|
|
3.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Nine months ended
|
|
Decrease
from prior year
|
|||||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
$
|
|
%
|
|||||||
Maintenance
|
$
|
64,290
|
|
|
$
|
65,618
|
|
|
$
|
(1,328
|
)
|
|
(2.0
|
)%
|
Professional services
|
12,010
|
|
|
12,953
|
|
|
(943
|
)
|
|
(7.3
|
)%
|
|||
|
$
|
76,300
|
|
|
$
|
78,571
|
|
|
$
|
(2,271
|
)
|
|
(2.9
|
)%
|
|
Three months ended
|
|
Nine months ended
|
||||
Customer
|
September 30,
2016 |
|
September 25,
2015 |
|
September 30,
2016 |
|
September 25,
2015 |
AT&T Inc.
|
12%
|
|
15%
|
|
13%
|
|
14%
|
Inteliquent
|
*
|
|
14%
|
|
*
|
|
*
|
CenturyLink
|
*
|
|
11%
|
|
*
|
|
*
|
|
Three months ended
|
|
Increase (decrease)
from prior year
|
|||||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
$
|
|
%
|
|||||||
Cost of revenue
|
|
|
|
|
|
|
|
|||||||
Product
|
$
|
12,285
|
|
|
$
|
13,158
|
|
|
$
|
(873
|
)
|
|
(6.6
|
)%
|
Service
|
9,140
|
|
|
8,992
|
|
|
148
|
|
|
1.6
|
%
|
|||
Total cost of revenue
|
$
|
21,425
|
|
|
$
|
22,150
|
|
|
$
|
(725
|
)
|
|
(3.3
|
)%
|
Gross margin
|
|
|
|
|
|
|
|
|||||||
Product
|
68.2
|
%
|
|
68.8
|
%
|
|
|
|
|
|||||
Service
|
65.4
|
%
|
|
64.9
|
%
|
|
|
|
|
|||||
Total gross margin
|
67.0
|
%
|
|
67.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Nine months ended
|
|
Increase (decrease)
from prior year
|
|||||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
$
|
|
%
|
|||||||
Cost of revenue
|
|
|
|
|
|
|
|
|||||||
Product
|
$
|
35,230
|
|
|
$
|
36,075
|
|
|
$
|
(845
|
)
|
|
(2.3
|
)%
|
Service
|
27,572
|
|
|
27,277
|
|
|
295
|
|
|
1.1
|
%
|
|||
Total cost of revenue
|
$
|
62,802
|
|
|
$
|
63,352
|
|
|
$
|
(550
|
)
|
|
(0.9
|
)%
|
Gross margin
|
|
|
|
|
|
|
|
|||||||
Product
|
67.6
|
%
|
|
61.7
|
%
|
|
|
|
|
|||||
Service
|
63.9
|
%
|
|
65.3
|
%
|
|
|
|
|
|||||
Total gross margin
|
66.1
|
%
|
|
63.3
|
%
|
|
|
|
|
|
Three months ended
|
|
Increase (decrease)
from prior year
|
|||||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
$
|
|
%
|
|||||||
Interest expense
|
$
|
(8
|
)
|
|
$
|
(15
|
)
|
|
$
|
(7
|
)
|
|
(46.7
|
)%
|
Interest income
|
217
|
|
|
97
|
|
|
120
|
|
|
123.7
|
%
|
|||
Interest income, net
|
$
|
209
|
|
|
$
|
82
|
|
|
$
|
127
|
|
|
154.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Nine months ended
|
|
Increase (decrease)
from prior year
|
|||||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
$
|
|
%
|
|||||||
Interest expense
|
$
|
(27
|
)
|
|
$
|
(181
|
)
|
|
$
|
(154
|
)
|
|
(85.1
|
)%
|
Interest income
|
617
|
|
|
271
|
|
|
346
|
|
|
127.7
|
%
|
|||
Interest income, net
|
$
|
590
|
|
|
$
|
90
|
|
|
$
|
500
|
|
|
555.6
|
%
|
|
Nine months ended
|
|
|
||||||||
|
September 30,
2016 |
|
September 25,
2015 |
|
Change
|
||||||
Net loss
|
$
|
(11,301
|
)
|
|
$
|
(36,598
|
)
|
|
$
|
25,297
|
|
Adjustments to reconcile net loss to cash flows provided by operating activities
|
26,863
|
|
|
32,149
|
|
|
(5,286
|
)
|
|||
Changes in operating assets and liabilities
|
(5,514
|
)
|
|
6,146
|
|
|
(11,660
|
)
|
|||
Net cash provided by operating activities
|
$
|
10,048
|
|
|
$
|
1,697
|
|
|
$
|
8,351
|
|
Net cash (used in) provided by investing activities
|
$
|
(20,647
|
)
|
|
$
|
6,437
|
|
|
$
|
(27,084
|
)
|
Net cash used in financing activities
|
$
|
(7,206
|
)
|
|
$
|
(4,324
|
)
|
|
$
|
(2,882
|
)
|
•
|
consolidation within the telecommunications industry, including acquisitions of or by our customers;
|
•
|
general economic conditions in our markets, both domestic and international, as well as the level of discretionary IT spending;
|
•
|
competitive conditions in our markets, including the effects of new entrants, consolidation, technological innovation and substantial price discounting;
|
•
|
fluctuation in demand for our products and services, and the timing and size of customer orders;
|
•
|
fluctuations in foreign exchange rates;
|
•
|
cancellation or deferral of existing customer orders or the renegotiation of existing contractual commitments;
|
•
|
mix of product configurations sold;
|
•
|
length and variability of the sales cycle for our products;
|
•
|
application of complex revenue recognition accounting rules to our customer arrangements;
|
•
|
timing of revenue recognition;
|
•
|
changes in our pricing policies, the pricing policies of our competitors and the prices of the components of our products;
|
•
|
market acceptance of new products, product enhancements and services that we offer;
|
•
|
the quality and level of our execution of our business strategy and operating plan, and the effectiveness of our sales and marketing programs;
|
•
|
new product announcements, introductions and enhancements by us or our competitors, which could result in deferrals of customer orders;
|
•
|
our ability to develop, introduce, ship and successfully deliver new products and product enhancements that meet customer requirements in a timely manner;
|
•
|
our reliance on contract manufacturers for the production and shipment of our hardware products;
|
•
|
our or our contract manufacturers' ability to obtain sufficient supplies of sole or limited source components or materials;
|
•
|
our ability to attain and maintain production volumes and quality levels for our products;
|
•
|
variability and unpredictability in the rate of growth in the markets in which we compete;
|
•
|
costs related to acquisitions; and
|
•
|
corporate restructurings.
|
•
|
economic conditions that discourage potential new customers from making the capital investments required to adopt new technologies;
|
•
|
deterioration in the general financial condition of service providers and enterprises, or their ability to raise capital or access lending sources;
|
•
|
new product introductions by our competitors; and
|
•
|
the development of our channel partner program.
|
•
|
customer willingness to implement our products;
|
•
|
the timing of industry transitions to new network technologies;
|
•
|
acquisitions of or by our customers;
|
•
|
delays or difficulties that we may incur in completing the development and introduction of our planned products or product enhancements;
|
•
|
failure of our products to perform as expected; and
|
•
|
difficulties we may incur in meeting customers' delivery requirements or with software development, hardware design, manufacturing or marketing of our products and/or services.
|
•
|
loss of key employees;
|
•
|
diversion of management's attention from normal daily operations of the business;
|
•
|
diminished ability to respond to customer requirements related to both products and services;
|
•
|
decrease in cash and profits related to severance payments and facility termination costs;
|
•
|
disruption of our engineering and manufacturing processes, which could adversely affect our ability to introduce new products and to deliver products both on a timely basis and in accordance with the highest quality standards; and/or
|
•
|
reduced ability to execute effectively internal administrative processes, including the implementation of key information technology programs.
|
•
|
problems or delays in assimilating or transitioning to us the acquired assets, operations, systems, processes, controls, technologies, products or personnel;
|
•
|
loss of acquired customer accounts;
|
•
|
unanticipated costs associated with the acquisitions;
|
•
|
failure to identify in the due diligence process or assess the magnitude of certain liabilities we assumed in the acquisitions, which could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, significant issues with product quality or development or other adverse effects on our business or consolidated financial statements;
|
•
|
multiple or overlapping product lines as a result of the acquisitions that are offered, priced and supported differently, which could cause customer confusion and delays;
|
•
|
higher than anticipated costs in continuing support and development of acquired products;
|
•
|
diversion of management’s attention from our core business and the challenges of managing larger and more widespread operations from the acquisitions;
|
•
|
adverse effects on existing business relationships of Sonus, PT, the SDN Business and/or Taqua with respective suppliers, licensors, contract manufacturers, customers, distributors, resellers and industry experts;
|
•
|
significant impairment, exit and/or restructuring charges if the products or technologies acquired in the acquisitions do not meet our sales expectations or are unsuccessful;
|
•
|
insufficient revenue to offset increased expenses associated with the acquisitions;
|
•
|
risks associated with entering markets in which we have no or limited prior experience;
|
•
|
potential loss of the employees we acquired in the acquisitions or our own employees; and/or
|
•
|
failure to properly integrate internal controls and financial systems of the combined companies.
|
•
|
issue stock that would dilute existing stockholders' percentage ownership;
|
•
|
incur debt or assume liabilities;
|
•
|
reduce significantly our cash and investments;
|
•
|
incur significant impairment charges related to the write-off of goodwill and intangible assets;
|
•
|
incur significant amortization expenses related to intangible assets; and/or
|
•
|
incur large and immediate write-offs for in-process research and development and stock-based compensation.
|
•
|
reduced demand for our products and services as a result of our customers choosing to refrain from building capital intensive networks;
|
•
|
increased price competition for our products, not only from our competitors, but also as a consequence of customers disposing of unutilized products;
|
•
|
risk of excess and obsolete inventories;
|
•
|
excess facilities and manufacturing capacity; and/or
|
•
|
higher overhead costs as a percentage of revenue and higher interest expense.
|
•
|
provide extremely high reliability and quality;
|
•
|
deploy and scale easily and efficiently;
|
•
|
interoperate with existing network infrastructures and multivendor solutions;
|
•
|
provide effective network management;
|
•
|
are accompanied by comprehensive customer support and professional services;
|
•
|
provide a cost-effective and space-efficient solution for enterprises and service providers; and
|
•
|
meet price competition from low cost equipment providers.
|
•
|
addition or loss of any major customer;
|
•
|
continued significant declines in customer spending in the media gateway trunking business;
|
•
|
consolidation and competition in the telecommunications industry;
|
•
|
changes in the financial condition or anticipated capital expenditure purchases of any existing or potential major customer;
|
•
|
economic conditions for the telecommunications, networking and related industries;
|
•
|
quarterly variations in our bookings, revenues and operating results;
|
•
|
changes in financial estimates by securities analysts;
|
•
|
speculation in the press or investment community;
|
•
|
announcements by us or our competitors of significant contracts, new products or acquisitions, distribution partnerships, joint ventures, mergers or capital commitments;
|
•
|
activism by any single large stockholder or combination of stockholders;
|
•
|
sales of common stock or other securities by us or by our stockholders in the future;
|
•
|
securities and other litigation;
|
•
|
repurchases under our stock buyback program;
|
•
|
announcement of a stock split, reverse stock split, stock dividend or similar event; and/or
|
•
|
emergence or adoption of new technologies or industry standards.
|
•
|
incur additional indebtedness;
|
•
|
create liens;
|
•
|
enter into transactions with affiliates;
|
•
|
dispose of assets;
|
•
|
make certain investments; and
|
•
|
merge or consolidate.
|
•
|
stop selling, incorporating or using our products that use the challenged intellectual property;
|
•
|
obtain from the owner of the infringed intellectual property right a license to sell or use the relevant technology, which license may not be available at acceptable prices, on acceptable terms, or at all; or
|
•
|
redesign those products that use any allegedly infringing technology.
|
•
|
authorizing the Board of Directors to issue shares of preferred stock;
|
•
|
limiting the persons who may call special meetings of stockholders;
|
•
|
prohibiting stockholder actions by written consent;
|
•
|
permitting the Board of Directors to increase the size of the Board and to fill vacancies;
|
•
|
providing indemnification to our directors and officers;
|
•
|
controlling the procedures for conduct and scheduling of Board and stockholder meetings;
|
•
|
requiring a super-majority vote of our stockholders to amend our amended and restated by-laws and certain provisions of our amended and restated certificate of incorporation; and
|
•
|
establishing advance notice requirements for nominations for election to the Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings.
|
•
|
reliance on channel partners;
|
•
|
greater difficulty collecting accounts receivable and longer collection cycles;
|
•
|
difficulties and costs of staffing and managing international operations;
|
•
|
impacts of differing technical standards outside the United States;
|
•
|
compliance with international trade, customs and export control regulations;
|
•
|
reduced protection for intellectual property rights in some countries;
|
•
|
foreign government regulations limiting or prohibiting potential sales or increasing the cost of doing business in such markets, including reversals or delays in the opening of foreign markets to new competitors or the introduction of new technologies;
|
•
|
challenging pricing environments in highly competitive new markets;
|
•
|
foreign currency exchange controls, restrictions on repatriation of cash and changes in currency exchange rates;
|
•
|
potentially adverse tax consequences; and
|
•
|
political, social and economic instability, including as a result of the fragility of global financial markets, health pandemics or epidemics and/or acts of war or terrorism.
|
•
|
loss of, or delay in, revenues or increased expense;
|
•
|
loss of customers and market share;
|
•
|
failure to attract new customers or achieve market acceptance for our products;
|
•
|
increased service, support and warranty costs and a diversion of development resources; and/or
|
•
|
costly and time-consuming legal actions by our customers.
|
•
|
loss of customers and market share;
|
•
|
failure to attract new customers in new markets and geographies;
|
•
|
increased service, support and warranty costs and a diversion of development resources; and/or
|
•
|
network performance penalties.
|
•
|
loss of, or delay in, revenues;
|
•
|
increased service, support and warranty costs and a diversion of development resources; and
|
•
|
network performance penalties.
|
•
|
loss of customers and market share; and
|
•
|
failure to attract new customers or achieve market acceptance for our products.
|
•
|
difficulty hiring and retaining appropriate engineering and management resources due to intense competition for such resources and resulting wage inflation;
|
•
|
knowledge transfer related to our technology and resulting exposure to misappropriation of intellectual property or information that is proprietary to us, our customers and other third parties;
|
•
|
heightened exposure to changes in economic, security and political conditions in India; and
|
•
|
fluctuations in currency exchange rates and tax compliance in India.
|
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, 2016 to July 31, 2016
|
10,204
|
|
|
$
|
8.62
|
|
|
10,000
|
|
|
$
|
9,880,414
|
|
August 1, 2016 to August 31, 2016
|
137,287
|
|
|
$
|
8.72
|
|
|
107,500
|
|
|
$
|
8,944,514
|
|
September 1, 2016 to September 30, 2016
|
191,255
|
|
|
$
|
8.19
|
|
|
140,000
|
|
|
$
|
7,822,113
|
|
Total
|
338,746
|
|
|
$
|
8.42
|
|
|
257,500
|
|
|
$
|
7,822,113
|
|
Exhibit No.
|
|
Description
|
|
10.1
|
+
|
|
Letter Agreement between Sonus Networks, Inc. and Susan Villare, accepted on July 7, 2016 (incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K/A, filed July 8, 2016 with the SEC).
|
31.1
|
*
|
|
Certificate of Sonus Networks, Inc. Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
*
|
|
Certificate of Sonus Networks, Inc. Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
#
|
|
Certificate of Sonus Networks, Inc. Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
#
|
|
Certificate of Sonus Networks, 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.
|
+
|
Management contract or compensatory plan or arrangement.
|
#
|
Furnished herewith.
|
Date: October 28, 2016
|
SONUS NETWORKS, INC.
|
|
|
|
|
By:
|
/s/ Susan M. Villare
|
|
Susan M. Villare
Chief Financial Officer (Interim) (Principal Financial Officer and Principal Accounting Officer)
|
10.1
|
+
|
|
Letter Agreement between Sonus Networks, Inc. and Susan Villare, accepted on July 7, 2016 (incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K/A, filed July 8, 2016 with the SEC).
|
31.1
|
*
|
|
Certificate of Sonus Networks, Inc. Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
*
|
|
Certificate of Sonus Networks, Inc. Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
#
|
|
Certificate of Sonus Networks, Inc. Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
#
|
|
Certificate of Sonus Networks, 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.
|
+
|
Management contract or compensatory plan or arrangement.
|
#
|
Furnished herewith.
|
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