Attached files

file filename
8-K - 8-K - Sonus, Inc.a12-25776_28k.htm

Exhibit 99.1

 

 

Sonus Networks Reports 2012 Third Quarter Results

 

GRAPHIC Like             GRAPHIC Tweet          Share

 

SBC Revenue Exceeds Expectations for Third Straight Quarter of Fiscal 2012

 

For Immediate Release: November 7, 2012

 

WESTFORD, Mass. — Sonus Networks, Inc. (Nasdaq: SONS), a global leader in SIP communications, today announced results for the third quarter ended September 28, 2012.

 

Results are reported on a consolidated basis and include the partial quarter financial effect of Network Equipment Technologies, Inc. (“NET”), an acquisition which closed on August 24, 2012.  A table providing stand-alone Sonus and stand-alone NET results is provided in the supplementary financial data on the IR page of the Company’s website.

 

Third Quarter Consolidated 2012 Highlights (including NET)

 

·                  Total revenue was $57.0 million.

·                  Total SBC revenue, including maintenance and services, was $25.4 million, compared to $19.1 million in the second quarter of 2012 and $13.9 million in the third quarter of 2011.

·                  SBC product revenue was $20.4 million, compared to $13.5 million in the second quarter of 2012 and $10.4 million in the third quarter of 2011.

·                  SBC product revenue was a record 61% of total product revenue.

·                  Won 40 new customers in the quarter, 11 for Sonus and 29 for NET (post-acquisition).

·                  Sonus SBC 5100 and Sonus SBC 5200 Certified in Microsoft’s Unified Communications Open Interoperability Program for Microsoft Lync Server 2010; together with Sonus SBC 1000 and Sonus SBC 2000 represents the largest portfolio of MS Lync certified SBCs on the market.

 

Revenue for the third quarter of fiscal 2012 was $57.0 million, compared to $57.6 million in the second quarter of fiscal 2012 and $66.4 million in the third quarter of fiscal 2011.  The GAAP net loss for the third quarter of fiscal 2012 was $15.6 million, or $0.06 per share, compared to a GAAP net loss of $11.7 million, or $0.04 per share, in the second quarter of 2012 and GAAP net income of $1.9 million, or $0.01

 



 

per diluted share, in the third quarter of fiscal 2011.  The non-GAAP net loss for the third quarter of fiscal 2012 was $6.3 million, or $0.02 per share, compared to a non-GAAP net loss of $8.6 million, or $0.03 per share, in the second quarter of fiscal 2012 and non-GAAP net income of $4.1 million, or $0.01 per diluted share, in the third quarter of fiscal 2011.

 

2012 Fourth Quarter and Full Year Outlook

 

The Company’s outlook is based on current indications for its business, which may change during the current quarter.  All figures are non-GAAP and include the partial quarter effect of NET in the third quarter of 2012 and the anticipated full quarter effect of NET in the fourth quarter of 2012.  A reconciliation of the non-GAAP to GAAP outlook and a statement on the use of non-GAAP financial measures are included at the end of this press release.

 

Fourth Quarter 2012

 

Current Guidance

Total Revenue

 

$77 to $81 million

SBC Total Revenue

 

$25 to $26 million

SBC Product Revenue

 

$21 to $22 million

NET Total Revenue (incl. in Total Revenue)

 

$10 million

NET SBC Total Revenue (incl. in SBC Total Revenue)

 

$4 million

Gross Margin

 

58%

Operating Expenses

 

$44 to $45 million

Diluted EPS

 

$0.00 to $0.01

Cash & Investments

 

$270 million

Diluted shares

 

282 million

 

Full Year 2012

 

Current Guidance

Total Revenue

 

$256 to $260 million

SBC Total Revenue

 

$87 to $88 million

SBC Product Revenue

 

$68 to $69 million

NET Total Revenue (incl. in Total Revenue)

 

$17 million

NET SBC Total Revenue (incl. in SBC Total Revenue)

 

$6 million

Gross Margin

 

60%

Operating Expenses

 

$170 to $171 million

Basic EPS

 

$(0.06) to $(0.07)

Cash & Investments

 

$270 million

Diluted shares

 

280 million

 

Restructuring

 

In August 2012, the Company initiated a plan to streamline operations and reduce operating costs, including a corporate-wide restructuring plan.  In the third quarter of fiscal 2012 the Company recorded restructuring expenses of $2.0 million for severance and related expenses and the consolidation of its France offices.  The Company expects to record additional restructuring expenses of $6.0 million in the fourth quarter of fiscal 2012, comprised of approximately $5 million for facility-related charges and $1 million for severance and other related charges.

 



 

Quote

 

“Sonus proved this quarter that our SBC growth engine is continuing to grow faster than the market.  We continue to compete very effectively and grow our market share,” said Ray Dolan, President and Chief Executive Officer.  “This continued momentum will enable us to more rapidly transition our business from legacy Media Gateway toward a profitable SBC growth company.”

 

Conference Call Details

 

Date: November 7, 2012

Time: 8:30 am (ET)

Dial-in number: 800 908 8402

International Callers: +1 212 231 2936

 

Replay information:

 

A telephone playback of the call will be available shortly following the conference call until November 21, 2012 and can be accessed by calling 800 633 8284 or +1 402 977 9140 for international callers.  The reservation number for the replay is 21606654.  A webcast replay of the conference call will also be available shortly following the conference call on the Company’s Investor Relations Web site in the Events & Presentations — Archived Events section.

 

Accounting Period:

 

As of the beginning of fiscal 2012, the Company began reporting its first, second and third quarters on a 4-4-5 basis, with the quarter ending on the Friday closest to the last day of each third month.  The Company’s fiscal year-end is December 31.

 

Tags:

 

Sonus Networks, Sonus, SONS, 2012 third quarter, earnings, results, IP-based network solutions, SBC, SBC 1000, SBC 2000, SBC 5100, SBC 5200, SBC 9000, session border controller, session border control, session management, SIP trunking, Cloud VoIP communications, unified communications, UC, VoIP, IP, TDM.

 

About Sonus Networks

 

Sonus helps the world’s leading communications service providers and enterprises embrace the next generation of SIP-based solutions including VoIP, video and Unified Communications through secure, reliable and scalable IP networks.  With customers around the globe and 15 years of experience transforming networks to IP, Sonus has enabled service providers to capture and retain users and both service providers and enterprises to generate significant ROI.  Sonus products include session border controllers, policy/routing servers, subscriber feature servers and media and signaling gateways.  Sonus products are supported by a global services team with experience in design, deployment and maintenance of some of the world’s largest and most complex IP networks.  For more information, visit www.sonus.net or call 1-855-GO-SONUS.

 

Important Information Regarding Forward-Looking Statements

 

The information in this release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to a number of risks and uncertainties.

 



 

All statements other than statements of historical facts contained in this report are forward-looking statements.  Without limiting the foregoing, the words “anticipates”, “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “seeks”, “projects” and other similar language, whether in the negative or affirmative, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

 

Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, outlook, goals, strategies, future events or performance, growth in market share, trends, investments, customer growth, operational performance and costs, liquidity and financial positions, competition, estimated expenditures and investments, impacts of laws, rules and regulations, revenues and earnings, performance and other statements that are other than statements of historical facts.  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.  They are neither statements of historical fact nor guarantees or assurances of future performance.  Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, the timing of our recognition of revenues; our ability to recruit and retain key personnel; difficulties supporting our new strategic focus on channel sales; difficulties retaining and expanding our customer base; difficulties leveraging market opportunities; restructuring activities; our ability to realize benefits from acquisitions (including with respect to our acquisition of Network Equipment Technologies, Inc.); 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; our ability to maintain partner, reseller, distribution and vendor support and supply relationships; higher risks in international operations and markets; the impact of increased competition; currency fluctuations; changes in the market price of our common stock; and/or failure or circumvention of our controls and procedures.  Important factors that could cause actual results to differ materially from those in these forward-looking statements are discussed in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, Part I, Item 3 “Quantitative and Qualitative Disclosures About Market Risk” and Part II, Item 1A “Risk Factors” in the Company’s most recent Quarterly Report on Form 10-Q.  We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.  We therefore caution you against relying on any of these forward-looking statements, which speak only as of the date made.

 

Sonus is a registered trademark of Sonus Networks, Inc.  All other company and product names may be trademarks of the respective companies with which they are associated.

 

Discussion of Non-GAAP Financial Measures

 

Sonus management uses a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of the business, making operating decisions, planning and forecasting future periods, and determining payments under compensation programs.  Our annual financial plan is prepared both on a GAAP and non-GAAP basis, and the non-GAAP annual financial plan is approved by our board of directors.  Continuous budgeting and forecasting for revenue and expenses are conducted on a consistent non-GAAP basis (in addition to GAAP) and actual results on a non-GAAP basis are assessed against the annual financial plan.  We consider the use of non-GAAP financial measures helpful in assessing the core performance of our continuing operations and liquidity, and when planning and forecasting future periods.  By continuing operations we mean the ongoing results of the business excluding certain costs, including, but not limited to: stock-based compensation, amortization of

 



 

intangible assets, depreciation expense related to the fair value write-up of acquired property and equipment, acquisition-related costs and restructuring.  We also consider the use of non-GAAP earnings per share helpful in assessing the organic performance of the continuing operations of our business.  By organic performance we mean performance as if we had owned an acquired business in the same period a year ago.  While our management uses these non-GAAP financial measures as a tool to enhance their understanding of certain aspects of our financial performance, our management does not consider these measures to be a substitute for, or superior to, GAAP measures.  In addition, our presentations of these measures may not be comparable to similarly titled measures used by other companies.  These non-GAAP financial measures should not be considered alternatives for, or in isolation from, the financial information prepared and presented in accordance with GAAP.

 

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

 

Stock-based compensation is different from other forms of compensation, as it is a non-cash expense.  For example, a cash salary generally has a fixed and unvarying cash cost.  In contrast, the expense associated with an equity-based award is generally unrelated to the amount of cash ultimately received by the employee, and the cost to us is based on a stock-based compensation valuation methodology and underlying assumptions that may vary over time.  We believe that excluding non-cash stock-based compensation expense from our operating results facilitates the ability of readers of our financial statements to compare our operating results to our historical results and to other companies in our industry.

 

We exclude the amortization of acquired intangible assets from non-GAAP expense and income measures.  These amounts are inconsistent in amount and frequency and are significantly impacted by the timing and size of acquisitions.  Although we exclude amortization of acquired intangible assets from our non-GAAP expenses, we believe that it is important for investors to understand that intangible assets contribute to revenue generation.  We believe that excluding the non-cash amortization of intangible assets facilitates the comparison of our financial results to our historical operating results and to other companies in our industry as if the acquired intangible assets had been developed internally rather than acquired, and provides meaningful information regarding our liquidity.

 

As part of the assessment of the assets acquired and liabilities assumed in connection with the NET acquisition, we were required to increase the aggregate fair value of acquired property and equipment by $2.0 million.  The acquired property and equipment is being depreciated over a weighted average useful life of approximately 2.5 years.  We believe that excluding the incremental depreciation expense resulting from the fair value write-up of this acquired property and equipment facilitates the comparison of our operating results to our historical results and to other companies in our industry.

 

We consider certain transition, integration and other acquisition-related costs to be unpredictable and dependent on a significant number of factors that may be outside of our control.  We do not consider these acquisition-related costs to be related to the organic continuing operations of the acquired business and accordingly, we believe they are generally not relevant in assessing or estimating the long-term performance of the acquired assets.  In addition, the size, complexity and/or volume of an acquisition, which often drives the magnitude of acquisition-related costs, may not be indicative of such future costs.  By excluding acquisition-related costs from our non-GAAP measures, management is able to evaluate our ability to utilize our existing assets and estimate the long-term value that acquired assets will generate for the Company.

 



 

We recorded $2.0 million of restructuring expense in the third quarter of fiscal 2012 and expect to record approximately $6 million of restructuring expense in the fourth quarter of fiscal 2012 for facilities associated with the continuing integration of NET, severance and related costs.  We believe that excluding restructuring expenses facilitates the comparison of our financial results to our historical operating results and to other companies in our industry and provides meaningful information regarding our liquidity.

 

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

 

For more information:

 

Patti Leahy

978-614-8440
pleahy@sonusnet.com

 

#                              #                              #

 



 

SONUS NETWORKS, INC.

Condensed Consolidated Statements of Operations

(in thousands, except percentages and per share amounts)

(unaudited)

 

 

 

Three months ended

 

 

 

September 28,

 

June 29,

 

September 30,

 

 

 

2012

 

2012

 

2011

 

Revenue:

 

 

 

 

 

 

 

Product

 

$

33,520

 

$

32,586

 

$

41,892

 

Service

 

23,529

 

25,024

 

24,461

 

Total revenue

 

57,049

 

57,610

 

66,353

 

 

 

 

 

 

 

 

 

Cost of revenue:

 

 

 

 

 

 

 

Product

 

11,768

 

11,027

 

11,504

 

Service

 

12,839

 

13,788

 

12,633

 

Total cost of revenue

 

24,607

 

24,815

 

24,137

 

 

 

 

 

 

 

 

 

Gross profit

 

32,442

 

32,795

 

42,216

 

 

 

 

 

 

 

 

 

Gross margin:

 

 

 

 

 

 

 

Product

 

64.9

%

66.2

%

72.5

%

Service

 

45.4

%

44.9

%

48.4

%

Total gross margin

 

56.9

%

56.9

%

63.6

%

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

15,612

 

17,095

 

16,231

 

Sales and marketing

 

17,613

 

18,141

 

14,651

 

General and administrative

 

7,939

 

8,384

 

10,133

 

Acquisition-related

 

4,090

 

967

 

 

Restructuring

 

1,992

 

 

 

Total operating expenses

 

47,246

 

44,587

 

41,015

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

(14,804

)

(11,792

)

1,201

 

Interest income, net

 

20

 

222

 

269

 

Other expense, net

 

(2

)

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

(14,786

)

(11,570

)

1,470

 

Income tax (provision) benefit

 

(833

)

(155

)

439

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(15,619

)

$

(11,725

)

$

1,909

 

 

 

 

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

 

 

 

Basic

 

$

(0.06

)

$

(0.04

)

$

0.01

 

Diluted

 

$

(0.06

)

$

(0.04

)

$

0.01

 

 

 

 

 

 

 

 

 

Shares used to compute earnings (loss) per share:

 

 

 

 

 

 

 

Basic

 

280,145

 

279,926

 

278,721

 

Diluted

 

280,145

 

279,926

 

279,324

 

 



 

SONUS NETWORKS, INC.

Condensed Consolidated Statements of Operations

(in thousands, except percentages and per share amounts)

(unaudited)

 

 

 

Nine months ended

 

 

 

September 28,

 

September 30,

 

 

 

2012

 

2011

 

Revenue:

 

 

 

 

 

Product

 

$

107,517

 

$

107,291

 

Service

 

71,481

 

78,133

 

Total revenue

 

178,998

 

185,424

 

 

 

 

 

 

 

Cost of revenue:

 

 

 

 

 

Product

 

31,988

 

44,283

 

Service

 

40,019

 

42,364

 

Total cost of revenue

 

72,007

 

86,647

 

 

 

 

 

 

 

Gross profit

 

106,991

 

98,777

 

 

 

 

 

 

 

Gross margin:

 

 

 

 

 

Product

 

70.2

%

58.7

%

Service

 

44.0

%

45.8

%

Total gross margin

 

59.8

%

53.3

%

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Research and development

 

51,094

 

47,026

 

Sales and marketing

 

56,339

 

42,246

 

General and administrative

 

25,302

 

26,526

 

Acquisition-related

 

5,057

 

 

Restructuring

 

1,992

 

 

Total operating expenses

 

139,784

 

115,798

 

 

 

 

 

 

 

Loss from operations

 

(32,793

)

(17,021

)

Interest income, net

 

457

 

1,036

 

Other expense, net

 

(2

)

 

 

 

 

 

 

 

Loss before income taxes

 

(32,338

)

(15,985

)

Income tax provision

 

(1,444

)

(448

)

 

 

 

 

 

 

Net loss

 

$

(33,782

)

$

(16,433

)

 

 

 

 

 

 

Loss per share:

 

 

 

 

 

Basic

 

$

(0.12

)

$

(0.06

)

Diluted

 

$

(0.12

)

$

(0.06

)

 

 

 

 

 

 

Shares used to compute loss per share:

 

 

 

 

 

Basic

 

279,854

 

278,286

 

Diluted

 

279,854

 

278,286

 

 



 

SONUS NETWORKS, INC.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

 

 

 

September 28,

 

December 31,

 

 

 

2012

 

2011

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

72,608

 

$

105,451

 

Marketable securities

 

206,614

 

224,090

 

Accounts receivable, net

 

46,638

 

53,126

 

Inventory

 

21,253

 

15,434

 

Deferred income taxes

 

751

 

486

 

Other current assets

 

21,605

 

12,246

 

Total current assets

 

369,469

 

410,833

 

 

 

 

 

 

 

Property and equipment, net

 

25,452

 

22,084

 

Intangible assets, net

 

17,106

 

1,200

 

Goodwill

 

34,563

 

5,062

 

Investments

 

24,058

 

55,427

 

Deferred income taxes

 

1,708

 

1,137

 

Other assets

 

14,464

 

8,972

 

 

 

$

486,820

 

$

504,715

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

14,114

 

$

12,754

 

Accrued expenses

 

24,313

 

21,620

 

Current portion of deferred revenue

 

32,722

 

38,565

 

Current portion of convertible subordinated note

 

8,120

 

 

Current portion of other long-term liabilities

 

1,469

 

1,275

 

Total current liabilities

 

80,738

 

74,214

 

 

 

 

 

 

 

Deferred revenue

 

9,568

 

11,601

 

Long-term portion of convertible subordinated note

 

2,380

 

 

Other long-term liabilities

 

3,471

 

3,599

 

Total liabilities

 

96,157

 

89,414

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders equity:

 

 

 

 

 

Common stock

 

281

 

279

 

Additional paid-in capital

 

1,319,113

 

1,309,919

 

Accumulated deficit

 

(935,986

)

(902,204

)

Accumulated other comprehensive income

 

7,255

 

7,307

 

Total stockholders’ equity

 

390,663

 

415,301

 

 

 

$

486,820

 

$

504,715

 

 



 

SONUS NETWORKS, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

 

Nine months ended

 

 

 

September 28,

 

September 30,

 

 

 

2012

 

2011

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(33,782

)

$

(16,433

)

Adjustments to reconcile net loss to cash flows used in operating activities:

 

 

 

 

 

Depreciation and amortization of property and equipment

 

9,081

 

8,721

 

Amortization of intangible assets

 

904

 

300

 

Stock-based compensation

 

6,540

 

6,308

 

Loss on disposal of property and equipment

 

23

 

14

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

13,020

 

8,762

 

Inventory

 

(3,868

)

19,113

 

Other operating assets

 

(4,998

)

9,763

 

Accounts payable

 

(1,753

)

(7,234

)

Accrued expenses and other long-term liabilities

 

(3,625

)

(12,046

)

Deferred revenue

 

(9,624

)

(33,477

)

Net cash used in operating activities

 

(28,082

)

(16,209

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(7,792

)

(10,962

)

Business acquisition, net of cash acquired

 

(35,508

)

 

Purchases of marketable securities

 

(139,917

)

(152,402

)

Sale/maturities of marketable securities

 

200,380

 

192,769

 

Net cash provided by investing activities

 

17,163

 

29,405

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

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

 

1,693

 

1,513

 

Proceeds from exercise of stock options

 

151

 

818

 

Payment of tax withholding obligations related to net share settlements of restricted stock awards

 

(169

)

(1,245

)

Principal payments of capital lease obligations

 

(87

)

(66

)

Settlement of redeemable convertible subordinated debentures

 

(23,704

)

 

Net cash (used in) provided by financing activities

 

(22,116

)

1,020

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

192

 

(445

)

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(32,843

)

13,771

 

Cash and cash equivalents, beginning of year

 

105,451

 

62,501

 

Cash and cash equivalents, end of period

 

$

72,608

 

$

76,272

 

 



 

SONUS NETWORKS, INC.

Supplemental Information

(In thousands)

(unaudited)

 

The following tables provide the details of stock-based compensation and amortization of intangible assets included in the Company’s Condensed Consolidated Statements of Operations and the line items in which these amounts are reported.

 

 

 

Three months ended

 

 

 

September 28,

 

June 29,

 

September 30,

 

 

 

2012

 

2012

 

2011

 

Stock-based compensation

 

 

 

 

 

 

 

Cost of revenue - product

 

$

41

 

$

36

 

$

100

 

Cost of revenue - service

 

211

 

209

 

258

 

Cost of revenue

 

252

 

245

 

358

 

 

 

 

 

 

 

 

 

Research and development expense

 

524

 

633

 

505

 

Sales and marketing expense

 

500

 

491

 

408

 

General and administrative expense

 

1,124

 

654

 

796

 

Operating expense

 

2,148

 

1,778

 

1,709

 

 

 

 

 

 

 

 

 

Total stock-based compensation

 

$

2,400

 

$

2,023

 

$

2,067

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

 

 

 

 

 

 

Cost of revenue - product

 

$

428

 

$

 

$

 

 

 

 

 

 

 

 

 

Research and development

 

100

 

100

 

100

 

Sales and marketing

 

176

 

 

 

Operating expense

 

276

 

100

 

100

 

 

 

 

 

 

 

 

 

Total amortization of intangible assets

 

$

704

 

$

100

 

$

100

 

 

 

 

Nine months ended

 

 

 

September 28,

 

September 30,

 

 

 

2012

 

2011

 

Stock-based compensation

 

 

 

 

 

Cost of revenue - product

 

$

130

 

$

317

 

Cost of revenue - service

 

595

 

1,032

 

Cost of revenue

 

725

 

1,349

 

 

 

 

 

 

 

Research and development

 

1,773

 

1,565

 

Sales and marketing

 

1,458

 

1,468

 

General and administrative

 

2,584

 

1,926

 

Operating expense

 

5,815

 

4,959

 

 

 

 

 

 

 

Total stock-based compensation

 

$

6,540

 

$

6,308

 

 

 

 

 

 

 

Amortization of intangible assets

 

 

 

 

 

Cost of revenue - product

 

$

428

 

$

 

 

 

 

 

 

 

Research and development

 

300

 

300

 

Sales and marketing

 

176

 

 

Operating expense

 

476

 

300

 

 

 

 

 

 

 

Total amortization of intangible assets

 

$

904

 

$

300

 

 



 

SONUS NETWORKS, INC.

Statement on the Use of Non-GAAP Financial Measures and

Reconciliation of Non-GAAP to GAAP Financial Measures

(unaudited)

 

To supplement its condensed consolidated financial statements presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company discloses certain non-GAAP financial measures, including Gross margin - product, Gross margin - service, Total gross profit, Total gross margin, Research and development expense, Sales and marketing expense, General and administrative expense, Operating expenses, Income (loss) from operations, Net income (loss), and Income (loss) per share.  These non-GAAP financial measures are not presented in accordance with, nor are they intended to be a substitute for, GAAP.  In addition, our presentations of these measures may not be comparable to similarly titled measures used by other companies.  These non-GAAP financial measures should not be considered alternatives for, or in isolation from, the financial information prepared and presented in accordance with GAAP.

 

We use a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of our business, making operating decisions, planning and forecasting future periods, and determining payments under compensation programs.  We consider the use of these non-GAAP financial measures helpful in assessing the core performance of our continuing operations and liquidity, and when planning and forecasting future periods.  We define continuing operations as the ongoing revenues and expenses of the business, excluding certain items.  These excluded items for the periods presented are stock-based compensation expense, amortization of intangible assets, depreciation expense related to the fair value write-up of acquired property and equipment, acquisition-related costs and restructuring.  We do not include any income tax effect of non-GAAP adjustments as we were unable to recognize a tax benefit on domestic losses incurred in any of the periods presented; accordingly, no adjustment to income taxes for non-GAAP items is required.

 

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

 

Stock-Based Compensation

 

Stock-based compensation is different from other forms of compensation, as it is a non-cash expense.  For example, a cash salary  generally has a fixed and unvarying cash cost.  In contrast, the expense associated with an equity-based award is generally unrelated to the amount of cash ultimately received by the employee, and the cost to us is based on a stock-based compensation valuation methodology and underlying assumptions that may vary over time.  We believe that excluding non-cash stock-based compensation expense from our operating results facilitates the ability of readers of our financial statements to compare our operating results to our historical results and to other companies in our industry.

 

Amortization of Intangible Assets

 

On August 24, 2012, we acquired all of the outstanding common stock of Network Equipment Technologies, Inc. (“NET”) for $41.5 million, or $1.35 per share of NET common stock.  The transaction has been accounted for as a business combination and the financial results of NET have been included in our condensed consolidated financial statements for the period subsequent to its acquisition.  As part of the preliminary purchase price allocation, we recorded $16.8 million of identifiable intangible assets, comprised of developed technology, customer relationships, order backlog and internal use software,  and $29.5 million of goodwill.  We are amortizing the identifiable intangible assets in relation to the expected cash flows from the individual intangible assets over their respective useful lives, which range from 4 months to 7 years.  The amortization of the developed technology, order backlog and internal use software intangible assets is being recorded as cost of revenue (product) and the amortization of the customer relationships is being recorded as sales and marketing expense.

 

On January 15, 2010, we entered into an intellectual property asset purchase and license agreement with Winphoria, Inc. (“Winphoria”) and Motorola, Inc. (“Motorola”) to purchase certain of Winphoria’s software code and related patents and to license certain other intellectual property from Winphoria and Motorola.  The purchase price included an initial payment of $2.0 million and future potential royalty payments dependent upon future sales of certain of our products that include the Winphoria technology that was purchased or licensed.  In connection with this transaction we recorded identifiable intangible assets which we have classified as developed technology and that are being amortized on a straight-line basis over five years, the expected useful life of the technology.  The amortization expense for these identifiable intangible assets is charged to research and development expense.

 

We believe that excluding the non-cash amortization of intangible assets facilitates the comparison of our financial results to our historical operating results and to other companies in our industry, and provides meaningful information regarding our liquidity.

 

Depreciation Expense - Fair Value Write-up of Acquired Property and Equipment

 

As part of the assessment of the assets acquired and liabilities assumed in connection with the NET acquisition, we were required to increase the aggregate fair value of acquired property and equipment by $2.0 million.  The acquired property and equipment is being depreciated over a weighted average useful life of approximately 2.5 years.  We believe that excluding the incremental depreciation expense resulting from the fair value write-up of this acquired property and equipment facilitates the ability of readers of our financial statements to compare our operating results to our historical results and to other companies in our industry.

 

Acquisition-Related Costs

 

We consider certain transition, integration and other acquisition-related costs to be unpredictable and dependent on a significant number of factors that may be outside of our control.  We do not consider these acquisition-related costs to be related to the organic continuing operations of the acquired business and accordingly, we believe they are generally not relevant in assessing or estimating the long-term performance of the acquired assets.  In addition, the size, complexity and/or volume of an acquisition, which often drives the magnitude of acquisition-related costs, may not be indicative of such future costs.  By excluding acquisition-related costs from our non-GAAP measures, management is able to evaluate our ability to utilize our existing assets and estimate the long-term value that acquired assets will generate for the Company.

 

Restructuring

 

We recorded $2.0 million of restructuring expense in the third quarter of fiscal 2012 and expect to record approximately $6 million of restructuring expense in the fourth quarter of fiscal 2012 for facilities associated with the continuing integration of NET, severance and related costs.  We believe that excluding restructuring expenses facilitates the comparison of our financial results to our historical operating results and to other companies in our industry and provides meaningful information regarding our liquidity.

 



 

SONUS NETWORKS, INC.

Reconciliation of Non-GAAP and GAAP Financial Measures - Outlook

(in millions, except percentages and per share amounts)

(unaudited)

 

 

 

Three months ended

 

Year ended

 

 

 

December 31, 2012

 

December 31, 2012

 

 

 

Range

 

Range

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

77

 

$

81

 

$

256

 

$

260

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

 

 

 

 

 

 

 

GAAP outlook

 

55.5

%

55.6

%

58.5

%

58.5

%

Stock-based compensation

 

0.4

%

0.4

%

0.4

%

0.4

%

Amortization of intangible assets

 

1.7

%

1.6

%

0.7

%

0.7

%

Depreciation expense - fair value write-up of acquired property and equipment

 

0.4

%

0.4

%

0.4

%

0.4

%

Non-GAAP outlook

 

58.0

%

58.0

%

60.0

%

60.0

%

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

GAAP outlook

 

$

53.4

 

$

54.4

 

$

192.9

 

$

193.9

 

Stock-based compensation

 

(2.2

)

(2.2

)

(8.0

)

(8.0

)

Amortization of intangible assets

 

(0.6

)

(0.6

)

(1.1

)

(1.1

)

Depreciation expense - fair value write-up of acquired property and equipment

 

(0.6

)

(0.6

)

(0.7

)

(0.7

)

Acquisition-related costs

 

 

 

(5.1

)

(5.1

)

Restructuring

 

(6.0

)

(6.0

)

(8.0

)

(8.0

)

Non-GAAP outlook

 

$

44.0

 

$

45.0

 

$

170.0

 

$

171.0

 

 

 

 

 

 

 

 

 

 

 

(Loss) earnings per share

 

 

 

 

 

 

 

 

 

GAAP outlook

 

$

(0.04

)

$

(0.03

)

$

(0.16

)

$

(0.15

)

Stock-based compensation expense

 

0.01

 

0.01

 

0.03

 

0.03

 

Amortization of intangible assets

 

0.01

 

0.01

 

0.01

 

0.01

 

Depreciation expense - fair value write-up of acquired property and equipment

 

*

*

*

*

Acquisition-related costs

 

 

 

0.02

 

0.02

 

Restructuring

 

0.02

 

0.02

 

0.03

 

0.03

 

Non-GAAP outlook

 

$

 

$

0.01

 

$

(0.07

)

$

(0.06

)

 


Less than $0.01 impact on earnings per share.

 



 

SONUS NETWORKS, INC.

Reconciliation of Non-GAAP and GAAP Financial Measures - Historical

(in thousands, except percentages and per share amounts)

(unaudited)

 

 

 

Three months ended

 

 

 

September 28,

 

June 29,

 

September 30,

 

 

 

2012

 

2012

 

2011

 

 

 

 

 

 

 

 

 

GAAP gross margin - product

 

64.9

%

66.2

%

72.5

%

Stock-based compensation expense

 

0.1

%

0.1

%

0.3

%

Amortization of intangible assets

 

1.3

%

0.0

%

0.0

%

Depreciation expense - fair value write-up of acquired property and equipment

 

0.0

%

0.0

%

0.0

%

Non-GAAP gross margin - product

 

66.3

%

66.3

%

72.8

%

 

 

 

 

 

 

 

 

GAAP gross margin - service

 

45.4

%

44.9

%

48.4

%

Stock-based compensation expense

 

0.9

%

0.8

%

1.0

%

Depreciation expense - fair value write-up of acquired property and equipment

 

0.1

%

0.0

%

0.0

%

Non-GAAP gross margin - service

 

46.4

%

45.7

%

49.4

%

 

 

 

 

 

 

 

 

GAAP total gross profit

 

$

32,442

 

$

32,795

 

$

42,216

 

Stock-based compensation expense

 

252

 

245

 

358

 

Amortization of intangible assets

 

428

 

 

 

Depreciation expense - fair value write-up of acquired property and equipment

 

33

 

 

 

Non-GAAP total gross profit

 

$

33,155

 

$

33,040

 

$

42,574

 

 

 

 

 

 

 

 

 

GAAP total gross margin

 

56.9

%

56.9

%

63.6

%

Stock-based compensation expense % of revenue

 

0.4

%

0.5

%

0.6

%

Amortization of intangible assets % of revenue

 

0.8

%

0.0

%

0.0

%

Depreciation expense - fair value write-up of acquired property and equipment % of revenue

 

0.0

%

0.0

%

0.0

%

Non-GAAP total gross margin

 

58.1

%

57.4

%

64.2

%

 

 

 

 

 

 

 

 

GAAP research and development expense

 

$

15,612

 

$

17,095

 

$

16,231

 

Stock-based compensation expense

 

(524

)

(633

)

(505

)

Amortization of intangible assets

 

(100

)

(100

)

(100

)

Depreciation expense - fair value write-up of acquired property and equipment

 

(89

)

 

 

Non-GAAP research and development expense

 

$

14,899

 

$

16,362

 

$

15,626

 

 

 

 

 

 

 

 

 

GAAP sales and marketing expense

 

$

17,613

 

$

18,141

 

$

14,651

 

Stock-based compensation expense

 

(500

)

(491

)

(408

)

Amortization of intangible assets

 

(176

)

 

 

Depreciation expense - fair value write-up of acquired property and equipment

 

(19

)

 

 

Non-GAAP sales and marketing expense

 

$

16,918

 

$

17,650

 

$

14,243

 

 

 

 

 

 

 

 

 

GAAP general and administrative expense

 

$

7,939

 

$

8,384

 

$

10,133

 

Stock-based compensation expense

 

(1,124

)

(654

)

(796

)

Depreciation expense - fair value write-up of acquired property and equipment

 

(24

)

 

 

Non-GAAP general and administrative expense

 

$

6,791

 

$

7,730

 

$

9,337

 

 

 

 

 

 

 

 

 

GAAP operating expenses

 

$

47,246

 

$

44,587

 

$

41,015

 

Stock-based compensation expense

 

(2,148

)

(1,778

)

(1,709

)

Amortization of intangible assets

 

(276

)

(100

)

(100

)

Depreciation expense - fair value write-up of acquired property and equipment

 

(132

)

 

 

Acquisition-related expense

 

(4,090

)

(967

)

 

Restructuring

 

(1,992

)

 

 

Non-GAAP operating expenses

 

$

38,608

 

$

41,742

 

$

39,206

 

 

 

 

 

 

 

 

 

GAAP income (loss) from operations

 

$

(14,804

)

$

(11,792

)

$

1,201

 

Stock-based compensation expense

 

2,400

 

2,023

 

2,067

 

Amortization of intangible assets

 

704

 

100

 

100

 

Depreciation expense - fair value of acquired property and equipment

 

165

 

 

 

Acquisition-related expense

 

4,090

 

967

 

 

Restructuring

 

1,992

 

 

 

Non-GAAP income (loss) from operations

 

$

(5,453

)

$

(8,702

)

$

3,368

 

 

 

 

 

 

 

 

 

GAAP net income (loss)

 

$

(15,619

)

$

(11,725

)

$

1,909

 

Stock-based compensation expense

 

2,400

 

2,023

 

2,067

 

Amortization of intangible assets

 

704

 

100

 

100

 

Depreciation expense - fair value of acquired property and equipment

 

165

 

 

 

Acquisition-related expense

 

4,090

 

967

 

 

Restructuring

 

1,992

 

 

 

Non-GAAP net income (loss)

 

$

(6,268

)

$

(8,635

)

$

4,076

 

 

 

 

 

 

 

 

 

(Loss) per share/diluted earnings per share

 

 

 

 

 

 

 

GAAP

 

$

(0.06

)

$

(0.04

)

$

0.01

 

Non-GAAP

 

$

(0.02

)

$

(0.03

)

$

0.01

 

 

 

 

 

 

 

 

 

Shares used to compute (loss) per share/diluted earnings per share

 

 

 

 

 

 

 

GAAP shares used to compute (loss) per share/diluted earnings per share

 

280,145

 

279,926

 

279,324

 

Non-GAAP shares used to compute (loss) per share/diluted earnings per share

 

280,145

 

279,926

 

279,324

 

 



 

SONUS NETWORKS, INC.

Reconciliation of Non-GAAP and GAAP Financial Measures - Historical

(in thousands, except percentages and per share amounts)

(unaudited)

 

 

 

Nine months ended

 

 

 

September 28,

 

September 30,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

GAAP gross margin - product

 

70.2

%

58.7

%

Stock-based compensation expense

 

0.1

%

0.3

%

Amortization of intangible assets

 

0.4

%

0.0

%

Depreciation expense - fair value write-up of acquired property and equipment

 

0.0

%

0.0

%

Non-GAAP gross margin - product

 

70.7

%

59.0

%

 

 

 

 

 

 

GAAP gross margin - service

 

44.0

%

45.8

%

Stock-based compensation expense

 

0.8

%

1.3

%

Depreciation expense - fair value write-up of acquired property and equipment

 

0.0

%

0.0

%

Non-GAAP gross margin - service

 

44.8

%

47.1

%

 

 

 

 

 

 

GAAP total gross profit

 

$

106,991

 

$

98,777

 

Stock-based compensation expense

 

725

 

1,349

 

Amortization of intangible assets

 

428

 

 

Depreciation expense - fair value write-up of acquired property and equipment

 

33

 

 

Non-GAAP total gross profit

 

$

108,177

 

$

100,126

 

 

 

 

 

 

 

GAAP total gross margin

 

59.8

%

53.3

%

Stock-based compensation expense % of revenue

 

0.4

%

0.7

%

Amortization of intangible assets % of revenue

 

0.2

%

0.0

%

Depreciation expense - fair value write-up of acquired property and equipment % of revenue

 

0.0

%

0.0

%

Non-GAAP total gross margin

 

60.4

%

54.0

%

 

 

 

 

 

 

GAAP research and development expense

 

$

51,094

 

$

47,026

 

Stock-based compensation expense

 

(1,773

)

(1,565

)

Amortization of intangible assets

 

(300

)

(300

)

Depreciation expense - fair value write-up of acquired property and equipment

 

(89

)

 

Non-GAAP research and development expense

 

$

48,932

 

$

45,161

 

 

 

 

 

 

 

GAAP sales and marketing expense

 

$

56,339

 

$

42,246

 

Stock-based compensation expense

 

(1,458

)

(1,468

)

Amortization of intangible assets

 

(176

)

 

Depreciation expense - fair value write-up of acquired property and equipment

 

(19

)

 

Non-GAAP sales and marketing expense

 

$

54,686

 

$

40,778

 

 

 

 

 

 

 

GAAP general and administrative expense

 

$

25,302

 

$

26,526

 

Stock-based compensation expense

 

(2,584

)

(1,626

)

Depreciation expense - fair value write-up of acquired property and equipment

 

(24

)

 

Non-GAAP general and administrative expense

 

$

22,694

 

$

24,900

 

 

 

 

 

 

 

GAAP operating expenses

 

$

139,784

 

$

115,798

 

Stock-based compensation expense

 

(5,815

)

(4,959

)

Amortization of intangible assets

 

(476

)

(300

)

Depreciation expense - fair value write-up of acquired property and equipment

 

(132

)

 

Acquisition-related expense

 

(5,057

)

 

Restructuring

 

(1,992

)

 

Non-GAAP operating expenses

 

$

126,312

 

$

110,539

 

 

 

 

 

 

 

GAAP loss from operations

 

$

(32,793

)

$

(17,021

)

Stock-based compensation expense

 

6,540

 

6,308

 

Amortization of intangible assets

 

904

 

300

 

Depreciation expense - fair value of acquired property and equipment

 

165

 

 

Acquisition-related expense

 

5,057

 

 

Restructuring

 

1,992

 

 

Non-GAAP loss from operations

 

$

(18,135

)

$

(10,413

)

 

 

 

 

 

 

GAAP net loss

 

$

(33,782

)

$

(16,433

)

Stock-based compensation expense

 

6,540

 

6,308

 

Amortization of intangible assets

 

904

 

300

 

Depreciation expense - fair value of acquired property and equipment

 

165

 

 

Acquisition-related expense

 

5,057

 

 

Restructuring

 

1,992

 

 

Non-GAAP net loss

 

$

(19,124

)

$

(9,825

)

 

 

 

 

 

 

Loss pe share

 

 

 

 

 

GAAP

 

$

(0.12

)

$

(0.06

)

Non-GAAP

 

$

(0.07

)

$

(0.04

)

 

 

 

 

 

 

Shares used to compute loss per share

 

 

 

 

 

GAAP shares used to compute loss per share

 

279,854

 

278,286

 

Non-GAAP shares used to compute loss per share

 

279,854

 

278,286