BUSINESS ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2020

Summary of preliminary allocation of purchase consideration

A summary of the preliminary allocation of the purchase consideration for ECI is as follows (in thousands):


Fair value of consideration transferred:
Cash consideration:
Repayment of ECI outstanding debt obligations	$	183,266


Cash paid to selling shareholders	139,244
Payment to selling shareholders from sale of ECI real estate assets	33,400
Less cash and restricted cash acquired	(9,058)
Net cash consideration	346,852

Fair value of Ribbon stock issued	108,550

Fair value of total consideration	$	455,402

Fair value of assets acquired and liabilities assumed:
Current assets, net of cash and restricted cash acquired	$	120,203
Property and equipment	54,913
Intangible assets:
In-process research and development	34,000
Developed technology	111,900
Customer relationships	116,000
Trade names	3,000
Goodwill	191,996


Other noncurrent assets	50,716

Deferred revenue	(4,369)
Other current liabilities	(146,618)

Deferred revenue, net of current	(3,726)
Deferred tax liability	(13,308)
Other long-term liabilities	(59,305)
	$	455,402

Unaudited pro forma results

The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings that may result from the consolidation of the operations of Ribbon and ECI. Accordingly, these unaudited pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the combined company that would have been achieved had the ECI Merger occurred at January 1, 2019, nor are they intended to represent or be indicative of future results of operations (in thousands, except per share amounts):


	Three months ended				Nine months ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Revenue	$	231,118	$	232,926	$	624,800	$	673,774
Net income (loss)	$	7,036	$	(4,795)	$	(41,345)	$	(31,023)
Diluted earnings (loss) per share	$	0.05	$	(0.03)	$	(0.29)	$	(0.22)

Schedule of components of acquisition related costs

The Company's acquisition- and integration-related expenses for the three and nine months ended September 30, 2020 and 2019 were as follows (in thousands):



	Three months ended				Nine months ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Professional and services fees (acquisition-related)	$	1,003	$	743	$	14,017	$	2,569

Integration-related expenses	363		954		590		4,292
	$	1,366	$	1,697	$	14,607	$	6,861