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United States securities and exchange commission logo
November 30, 2021
Bruce McClelland
President and Chief Executive Officer
Ribbon Communications Inc.
6500 Chase Oaks Boulevard
Suite 100
Plano, Texas 75023
Re: Ribbon
Communications Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2020
Filed February 26,
2021
File No. 001-38267
Dear Mr. McClelland:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Consolidated Statements of Operations, page 62
1. We note that you offer
Software-as-a-Service ( SaaS ) subscriptions. Please tell us the
amount of revenue
recognized from SaaS subscriptions for the periods presented and in
which line item they
are reflected in your Statements of Operations. Refer to Rule 5-03(b)
of Regulation S-X.
2. We note that cost of
revenue excludes the amortization of acquired intangibles and that
you present gross
profit which excludes these expenses. Please tell us how your
presentation complies
with SAB Topic 11.B. In this regard, if you do not allocate this
amortization to cost of
revenue, you should remove the gross profit subtotal from your
statements of
operations and re-label the cost of revenue line item to indicate that it
excludes amortization.
Bruce McClelland
FirstName LastNameBruce McClelland
Ribbon Communications Inc.
Comapany 30,
November NameRibbon
2021 Communications Inc.
November
Page 2 30, 2021 Page 2
FirstName LastName
Note 18. Operating Segment Information, page 100
3. We note that you present segment adjusted gross profit and segment
adjusted EBITDA as
segment measures of profit or loss used to assess segment performance.
If the CODM
uses more than one measure of a segment's profit or loss, the reported
(single) measure
shall be the one that management believes is determined in accordance
with the
measurement principles most consistent with those used in measuring
the corresponding
amount in your consolidated financial statements. Refer to ASC
280-10-50-22 and -28.
Please tell us your consideration of disclosing only one measure of
segment profit or loss.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Megan Akst, Senior Staff Accountant at 202-551-3407 or
Christine
Dietz, Senior Staff Accountant at 202-551-3408 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology