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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 8, 2005
Date of Report (Date of earliest event reported)
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SONUS NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-30229 04-3387074
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
250 APOLLO DRIVE, CHELMSFORD, MASSACHUSETTS 01824
(Address of Principal Executive Offices) (Zip Code)
(978) 614-8100
(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
The information in this Current Report on Form 8-K and the exhibit
attached hereto shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 2.02. Results of Operations and Financial Condition.
On August 8, 2005, Sonus Networks, Inc. issued a press release
reporting its financial results for the quarter ended June 30, 2005. A copy of
the press release is attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibit
The following exhibit relating to Item 2.02 shall be deemed to be
furnished, and not filed:
99.1 Press release of Sonus Networks, Inc. dated August 8, 2005
reporting financial results for the quarter ended June 30, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 8, 2005 SONUS NETWORKS, INC.
By:
/s/ Ellen Richstone
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Ellen Richstone
Chief Financial Officer
Exhibit Index
99.1 Press release of Sonus Networks, Inc. dated August 8, 2005 reporting
financial results for the quarter ended June 30, 2005.
EXHIBIT 99.1
Sonus Networks Reports 2005 Second Quarter Financial Results; Year-Over-Year
Revenue Growth Driven by Strong Performance in Wireless
CHELMSFORD, Mass.--(BUSINESS WIRE)--Aug. 8, 2005--Sonus Networks,
Inc. (Nasdaq: SONS), a leading supplier of service provider voice over
IP (VoIP) infrastructure solutions, today reported its financial
results for the second quarter ended June 30, 2005.
Revenues for the second quarter of fiscal 2005 were $58.1 million
compared with $33.6 million in the first quarter of fiscal 2005 and
$42.4 million for the second quarter of fiscal 2004. Net income for
the second quarter of fiscal 2005 was $9.7 million or $0.04 per
diluted share compared with a net loss for the first quarter of fiscal
2005 of $3.7 million or $0.01 per diluted share, and compared with net
income of $4.9 million or $0.02 per diluted share for the second
quarter of fiscal 2004.
Revenues for the first six months of fiscal 2005 were $91.7
million compared with $78.9 million in the same period last year. Net
income for the first six months of fiscal 2005 was $6.1 million or
$0.02 per diluted share compared with net income for the first six
months of fiscal 2004 of $7.9 million or $0.03 per diluted share.
"The expanded demand for our VoIP solutions over the last several
quarters and our focus on execution resulted in a strong second
quarter and first half of 2005 for Sonus," said Hassan Ahmed, chairman
and CEO, Sonus Networks. "We also are pleased to have expanded our
customer base and to have introduced several new products reflecting
an increased pace of innovation on which we will continue to build our
leadership position in the industry during the second half of 2005 and
beyond."
During the second quarter, the Company launched several major new
products that further extend its technology leadership position. At
SUPERCOMM 2005, Sonus unveiled its industry-leading solutions that
will enable wireline and wireless service providers to realize the
benefits of an IP Multimedia Subsystem (IMS) architecture. The Sonus
IMS solution allows customers to comply seamlessly and cost
effectively with the developing IMS standards and to maximize their
investment by delivering converged multimedia services over their
existing Sonus architecture. The Sonus IMS solution was recently
honored with the distinguished Frost & Sullivan Award for Technology
Innovation.
The Company also announced the introduction of the IMX(TM)
Application Platform, a web-based multimedia environment that enables
wireline and wireless service providers to rapidly develop, integrate,
and manage enhanced telecommunication applications and services. The
IMX Platform further strengthens the value proposition of the Sonus
Open Services Partner Alliance (OSPA(R)) by allowing service providers
to take advantage of existing applications through Sonus' OSPA
partners and also to launch new innovative applications from Sonus and
its partners.
Sonus also launched the GSX4000(TM) Open Services Switch at
SUPERCOMM 2005. The GSX4000 is an innovative, compact VoIP switch that
is designed to deliver carrier-class functionality, reliability and
manageability. Developed specifically for service providers, the
GSX4000 enables operators to expand the reach of their VoIP networks
into new geographic regions, to launch new applications, or to deploy
IP-based multimedia services. Further, the GSX4000 enables network
operators to deploy a more efficient network topology that reduces
costs by eliminating the need to backhaul traffic to large central
locations. Based on the award-winning GSX9000(TM), the GSX4000 allows
service providers to cost-effectively extend the reach of their
network boundaries with the same carrier-class functionality that is
the hallmark of Sonus' products.
Continuing to expand its worldwide customer base, Sonus announced
that Jupiter Telecommunications Co., Ltd. (J:COM) is implementing the
Sonus platform as the foundation for its new VoIP network in order to
deliver enhanced residential voice services to consumers throughout
Japan. In conjunction with the deployment of their network, J:COM is
also one of the first Sonus customers to deploy the IMX Application
Platform.
Following an important ruling by the Federal Communications
Commission that requires VoIP service providers to supply Enhanced 911
(E-911) emergency calling capabilities to their customers as a
mandatory feature of their service, Sonus announced its continued
support of the delivery of these critical services to consumers
through seamless connectivity to the Public Switched Telephone Network
(PSTN). The Company also reported that several Sonus customers,
including Level 3 Communications, are already utilizing Sonus'
platform to support delivery of E-911.
During the second quarter, Sonus continued to focus on expanding
its global presence through strategic partnerships. The Company
announced partnerships with NK Networks to address the market
opportunity in Western Europe, and with TFJY to expand the Company's
distribution channel in China. In the U.S., Sonus announced its first
major alliance with a major consumer electronics retailer, Belkin
Corporation. Sonus and Belkin have successfully completed
interoperability testing between Sonus' Voice over Broadband (VoBB)
solutions and Belkin's line of VoIP broadband phone adapters, enabling
service providers and consumers to simplify the configuration and
provisioning process for consumer VoIP systems.
On June 8, 2005, Sonus announced that it received written
notification from the Securities and Exchange Commission regarding the
formal inquiry that the SEC undertook in connection with the Company's
previously announced independent investigation of its financial
reporting. The SEC notified the Company that its investigation had
been terminated and that no enforcement action had been recommended.
"Looking ahead, the market for next-generation packet voice
equipment continues to expand. Our continued product leadership and
solid market momentum highlight our unique strategy for addressing the
convergence of the world's communications infrastructures. We are
pleased with the decision by network operators around the world to
rely on Sonus for the development of their voice networks. We believe
that this underscores our position in the market and our ability to
continue to lead the market's evolution," concluded Ahmed.
About Sonus Networks
Sonus Networks, Inc. is a leading provider of voice over IP (VoIP)
infrastructure solutions for wireline and wireless service providers.
With its comprehensive IP Multimedia Subsystem (IMS) solution, Sonus
addresses the full range of carrier applications, including
residential and business voice services, wireless voice and
multimedia, trunking and tandem switching, carrier interconnection and
enhanced services. Sonus' voice infrastructure solutions are deployed
in service provider networks worldwide. Founded in 1997, Sonus is
headquartered in Chelmsford, Massachusetts of U.S. Additional
information on Sonus is available at http://www.sonusnet.com.
This release may contain forward-looking statements regarding
future events that involve risks and uncertainties. Readers are
cautioned that these forward-looking statements are only predictions
and may differ materially from actual future events or results.
Readers are referred to the "Risk Factors" section of Sonus' Annual
Report on Form 10-K, dated March 15, 2005, and the "Cautionary
Statements" section of Sonus' Quarterly Report on Form 10-Q, dated May
9, 2005, both filed with the SEC, which identify important risk
factors that could cause actual results to differ from those contained
in the forward-looking statements. Risk factors include among others:
the impact of material weaknesses in our disclosure controls and
procedures and our internal control over financial reporting on our
ability to report our financial results timely and accurately; the
unpredictability of our quarterly financial results; risks associated
with our international expansion and growth; consolidation in the
telecommunications industry; and potential costs resulting from
pending securities litigation against the company. Any forward-looking
statements represent Sonus' views only as of today and should not be
relied upon as representing Sonus' views as of any subsequent date.
While Sonus may elect to update forward-looking statements at some
point, Sonus specifically disclaims any obligation to do so.
Sonus is a registered trademark of Sonus Networks. Open Services
Architecture is a trademark of Sonus Networks. All other company and
product names may be trademarks of the respective companies with which
they are associated.
SONUS NETWORKS, INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
Three Three Three
Months Months Months
Ended Ended Ended
June 30, March 31, June 30,
2005 2005 2004
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Revenues:
Product $ 41,339 $ 22,458 $ 30,587
Service 16,754 11,152 11,774
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Total revenues 58,093 33,610 42,361
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Cost of revenues:
Product 15,404 6,843 9,714
Service 5,651 5,269 4,227
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Total cost of revenues 21,055 12,112 13,941
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Gross profit 37,038 21,498 28,420
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Gross profit %:
Product 62.7% 69.5% 68.2%
Service 66.3% 52.8% 64.1%
Total gross profit 63.8% 64.0% 67.1%
Operating expenses:
Research and development 11,098 11,017 8,923
Sales and marketing 11,504 9,027 8,635
General and administrative 6,477 6,800 5,745
Stock-based compensation 4 - 136
Amortization of purchased
intangible assets - - 600
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Total operating expenses 29,083 26,844 24,039
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Income (loss) from operations 7,955 (5,346) 4,381
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Interest expense (121) (128) (121)
Interest income 2,222 1,875 891
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Income (loss) before provision for
income taxes 10,056 (3,599) 5,151
Provision for income taxes 311 96 217
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Net income (loss) $ 9,745 $ (3,695) $ 4,934
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Net income (loss) per share:
Basic $ 0.04 $ (0.01) $ 0.02
Diluted $ 0.04 $ (0.01) $ 0.02
Shares used in computation:
Basic 248,249 247,877 245,390
Diluted 250,651 247,877 250,127
SONUS NETWORKS, INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
Six Months Six Months
Ended Ended
June 30, June 30,
2005 2004
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Revenues:
Product $ 63,797 $ 56,832
Service 27,906 22,061
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Total revenues 91,703 78,893
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Cost of revenues:
Product $ 22,247 $ 17,855
Service 10,920 8,486
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Total cost of revenues 33,167 26,341
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Gross profit 58,536 52,552
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Gross profit %:
Product 65.1% 68.6%
Service 60.9% 61.5%
Total gross profit 63.8% 66.6%
Operating expenses:
Research and development 22,115 17,851
Sales and marketing 20,531 15,495
General and administrative 13,277 10,572
Stock-based compensation 4 515
Amortization of purchased intangible assets - 1,200
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Total operating expenses 55,927 45,633
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Income from operations 2,609 6,919
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Interest expense (249) (243)
Interest income 4,097 1,656
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Income before provision for income taxes 6,457 8,332
Provision for income taxes 407 384
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Net income $ 6,050 $ 7,948
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Net income per share:
Basic $ 0.02 $ 0.03
Diluted $ 0.02 $ 0.03
Shares used in computation:
Basic 248,064 244,906
Diluted 252,709 253,480
SONUS NETWORKS, INC.
Condensed Consolidated Balance Sheets
(In thousands)
June 30, December 31,
2005 2004
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Assets
Current assets:
Cash, cash equivalents and marketable
securities $ 303,994 $ 292,076
Accounts receivable, net 62,062 32,486
Inventory, net 30,546 28,346
Other current assets 12,020 10,891
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Total current assets 408,622 363,799
Property and equipment, net 12,650 8,217
Long-term marketable securities 7,411 21,029
Other assets 822 783
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$ 429,505 $ 393,828
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Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 29,296 $ 26,894
Accrued restructuring expenses 191 186
Current portion of deferred revenue 87,433 65,105
Convertible subordinated note 10,000 -
Current portion of long-term liabilities 44 30
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Total current liabilities 126,964 92,215
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Long-term deferred revenue, less current
portion 27,428 25,960
Long-term liabilities, less current portion 600 613
Convertible subordinated note - 10,000
Stockholders' equity:
Common stock 251 250
Capital in excess of par value 1,052,564 1,049,142
Accumulated deficit (778,035) (784,085)
Treasury stock (267) (267)
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Total stockholders' equity 274,513 265,040
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$ 429,505 $ 393,828
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SONUS NETWORKS, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
Three Three Three
Months Months Months
Ended Ended Ended
June 30, March 31, June 30,
2005 2005 2004
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Cash flows from operating activities:
Net income (loss) $ 9,745 $ (3,695) $ 4,934
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation 1,626 1,476 1,271
Tax benefit from stock options
exercised 225 - -
Stock-based compensation 4 - 136
Amortization of purchased intangible
assets - - 600
Changes in current assets and
liabilities
Accounts receivable (34,431) 4,855 152
Inventory 710 (2,910) (4,909)
Other current assets (367) (762) (6,169)
Accounts payable 1,994 1,334 2,975
Accrued expenses 314 (1,330) 591
Deferred revenue 22,848 948 (1,754)
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Net cash provided by (used in) operating
activities 2,668 (84) (2,173)
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Cash flows from investing activities:
Purchase of property and equipment (3,070) (4,303) (2,063)
Maturities (purchases) of marketable
securities, net (2,917) 2,977 (21,640)
Other assets 42 (81) 192
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Net cash used in investing activities (5,945) (1,407) (23,511)
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Cash flows from financing activities:
Sales of common stock in connection with
employee stock purchase plan - 2,313 -
Proceeds from exercise of stock options 461 420 -
Payments of long-term liabilities (8) (58) (52)
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Net cash provided by (used in) financing
activities 453 2,675 (52)
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Net increase (decrease) in cash and cash
equivalents (2,824) 1,184 (25,736)
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Cash and cash equivalents, beginning of
period 123,115 121,931 151,971
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Cash and cash equivalents, end of period $120,291 $123,115 $126,235
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CONTACT: Sonus Networks
Investor Relations:
Jocelyn Philbrook, 978-614-8672
jphilbrook@sonusnet.com
or
Media Relations:
Sarah McAuley, 212-699-1836
smcauley@sonusnet.com