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SONUS NETWORKS, INC. FORM 10-Q QUARTER ENDED MARCH 31, 2005 TABLE OF CONTENTS



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005
Commission File Number 000-30229


SONUS NETWORKS, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)
  04-3387074
(I.R.S. employer identification no.)

250 Apollo Drive, Chelmsford, Massachusetts 01824
(Address of principal executive offices, including zip code)

(978) 614-8100
(Registrant's telephone number, including area code)

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o

        As of April 30, 2005, there were 248,181,487 shares of $0.001 par value per share, common stock outstanding.





SONUS NETWORKS, INC.
FORM 10-Q
QUARTER ENDED MARCH 31, 2005
TABLE OF CONTENTS

 
   
  Page
PART I—FINANCIAL INFORMATION    

Item 1:

 

Financial Statements

 

 
    Condensed Consolidated Balance Sheets as of March 31, 2005 (unaudited) and
December 31, 2004
  1
    Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and 2004 (unaudited)   2
    Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004 (unaudited)   3
    Notes to Condensed Consolidated Financial Statements (unaudited)   4
Item 2:   Management's Discussion and Analysis of Financial Condition and Results of Operations   17
    Cautionary Statements   27
Item 3:   Quantitative and Qualitative Disclosures About Market Risk   39
Item 4:   Controls and Procedures   39

PART II—OTHER INFORMATION

 

 

Item 1:

 

Legal Proceedings

 

42
Item 6:   Exhibits   44
    Signature   45
    Exhibit Index   46

PART I—FINANCIAL INFORMATION

Item 1: Financial Statements


SONUS NETWORKS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

 
  March 31,
2005

  December 31,
2004

 
 
  (unaudited)

   
 
Assets              
Current assets:              
  Cash and cash equivalents   $ 123,115   $ 121,931  
  Marketable securities     180,709     170,145  
  Accounts receivable, net     27,631     32,486  
  Inventory, net     31,256     28,346  
  Other current assets     11,653     10,891  
   
 
 
    Total current assets     374,364     363,799  
Property and equipment, net     11,145     8,217  
Long-term investments     7,488     21,029  
Other assets     864     783  
   
 
 
    $ 393,861   $ 393,828  
   
 
 
Liabilities and Stockholders' Equity              
Current liabilities:              
  Accounts payable   $ 9,988   $ 8,654  
  Accrued expenses     16,954     18,240  
  Accrued restructuring expenses     189     186  
  Current portion of deferred revenue     69,267     65,105  
  Current portion of long-term liabilities     25     30  
   
 
 
    Total current liabilities     96,423     92,215  
Long-term deferred revenue, net of current portion     22,746     25,960  
Long-term liabilities, net of current portion     614     613  
Convertible subordinated note     10,000     10,000  
Commitments and contingencies (Note 5)              
Stockholders' equity:              
  Preferred stock, $0.01 par value; 5,000,000 shares authorized, none issued and outstanding          
  Common stock, $0.001 par value; 600,000,000 shares authorized, 250,473,969 and 249,755,118 shares issued and 248,177,059 and 247,458,208 shares outstanding at March 31, 2005 and December 31, 2004     250     250  
Capital in excess of par value     1,051,875     1,049,142  
Accumulated deficit     (787,780 )   (784,085 )
Treasury stock, at cost; 2,296,910 common shares at March 31, 2005 and December 31, 2004     (267 )   (267 )
   
 
 
    Total stockholders' equity     264,078     265,040  
   
 
 
    $ 393,861   $ 393,828  
   
 
 

The accompanying notes are an integral part of these consolidated financial statements.

1



SONUS NETWORKS, INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)

 
  Three months ended
March 31,

 
 
  2005
  2004
 
Revenues:              
  Product   $ 22,458   $ 26,245  
  Service     11,152     10,287  
   
 
 
    Total revenues     33,610     36,532  
   
 
 
Cost of revenues (1):              
  Product     6,843     8,141  
  Service     5,269     4,259  
   
 
 
    Total cost of revenues     12,112     12,400  
   
 
 
Gross profit     21,498     24,132  
   
 
 
Operating expenses:              
  Research and development (1)     11,017     8,928  
  Sales and marketing (1)     9,027     6,860  
  General and administrative (1)     6,800     4,827  
  Stock-based compensation         379  
  Amortization of purchased intangible assets         600  
   
 
 
    Total operating expenses     26,844     21,594  
   
 
 
Income (loss) from operations     (5,346 )   2,538  
  Interest expense     (128 )   (122 )
  Interest income     1,875     765  
   
 
 
Income (loss) before income taxes     (3,599 )   3,181  
  Provision for income taxes     96     167  
   
 
 
Net income (loss)   $ (3,695 ) $ 3,014  
   
 
 
Net income (loss) per share:              
  Basic   $ (0.01 ) $ 0.01  
   
 
 
  Diluted   $ (0.01 ) $ 0.01  
   
 
 
Shares used in computing net income (loss) per share:              
  Basic     247,877     244,607  
   
 
 
  Diluted     247,877     255,592  
   
 
 

(1)
Excludes non-cash, stock-based compensation expense as follows:

Cost of revenues   $   $ 4
Research and development         110
Sales and marketing         211
General and administrative         54
   
 
    $   $ 379
   
 

The accompanying notes are an integral part of these consolidated financial statements.

2



SONUS NETWORKS, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)

 
  Three months ended March 31,
 
 
  2005
  2004
 
Cash flows from operating activities:              
  Net income (loss)   $ (3,695 ) $ 3,014  
  Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:              
    Depreciation     1,476     1,632  
    Stock-based compensation         379  
    Amortization of purchased intangible assets         600  
    Changes in current assets and liabilities:              
      Accounts receivable     4,855     (8,308 )
      Inventory     (2,910 )   (1,553 )
      Other current assets     (762 )   (1,455 )
      Accounts payable     1,334     2,403  
      Accrued expenses     (1,330 )   (1,169 )
      Deferred revenue     948     7,760  
   
 
 
        Net cash provided by (used in) operating activities     (84 )   3,303  
   
 
 

Cash flows from investing activities:

 

 

 

 

 

 

 
  Purchases of property and equipment     (4,303 )   (2,230 )
  Maturities of marketable securities     35,621     29,187  
  Purchases of marketable securities     (32,644 )   (13,277 )
  Other assets     (81 )   136  
   
 
 
        Net cash provided by (used in) investing activities     (1,407 )   13,816  
   
 
 

Cash flows from financing activities:

 

 

 

 

 

 

 
  Sale of common stock in connection with employee stock purchase plan     2,313     796  
  Proceeds from exercise of stock options     420     400  
  Payments of long-term liabilities     (58 )   (59 )
   
 
 
        Net cash provided by financing activities     2,675     1,137  
   
 
 
Net increase in cash and cash equivalents     1,184     18,256  
Cash and cash equivalents, beginning of period     121,931     133,715  
   
 
 
Cash and cash equivalents, end of period   $ 123,115   $ 151,971  
   
 
 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 
  Cash paid for interest expense   $ 2   $ 3  
   
 
 
  Cash paid for taxes   $ 551   $ 147  
   
 
 

The accompanying notes are an integral part of these consolidated financial statements.

3



SONUS NETWORKS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1) Description of Business

        Sonus Networks, Inc. (Sonus) was incorporated on August 7, 1997 and is a leading provider of packet voice infrastructure solutions for wireline and wireless service providers. Sonus offers a new generation of carrier-class switching equipment and software that enable telecommunications service providers to deliver voice services over packet-based networks.

(2) Summary of Significant Accounting Policies

        The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

        The accompanying unaudited consolidated financial statements have been prepared by Sonus and reflect all adjustments, consisting only of normal recurring adjustments that in the opinion of management are necessary for a fair presentation of the results and financial position for the interim periods. The unaudited consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission (SEC), and omit or condense certain information and footnote disclosures pursuant to existing SEC rules and regulations. Results for the interim periods are not necessarily indicative of results to be expected for any other interim period or for the entire fiscal year. These statements should be read in conjunction with the consolidated financial statements and related notes included in Sonus' Annual Report on Form 10-K for the year ended December 31, 2004.

        The accompanying consolidated financial statements include the accounts of Sonus and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated.

        Certain reclassifications have been made to the consolidated financial statements for the year ended December 31, 2004 in order to conform to the March 31, 2005 presentation.

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and judgments relied upon in preparing these financial statements include revenue recognition for multiple element arrangements, allowances for doubtful accounts, estimated fair value of investments, inventory reserves, expected future cash flows used to evaluate the recoverability of long-lived assets, restructuring and other related charges, contingencies associated with revenue contracts, contingent liabilities, and recoverability of Sonus' net deferred tax assets and related valuation allowance. Although Sonus regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. Sonus bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from Sonus' estimates if past experience or other assumptions do not turn out to be substantially accurate.

4


        Cash equivalents are stated at cost plus accrued interest, which approximates market value, and have remaining maturities of three months or less at the date of purchase.

        Marketable securities are classified as held-to-maturity, as Sonus has the intent and ability to hold to maturity. Marketable securities are reported at amortized cost. Cash equivalents and marketable securities are invested in high quality credit instruments, primarily U.S. Government, municipal and corporate obligations. Current marketable securities have remaining contractual maturities of less than one year as of the balance sheet date. There have been no material gains or losses to date.

        Long-term investments consist of high-quality credit instruments, primarily U.S. Government and corporate obligations with remaining maturities of greater than one year as of the balance sheet date.

        The financial instruments that potentially subject Sonus to concentrations of credit risk are cash, cash equivalents, marketable securities, accounts receivable and long-term investments. Sonus has no off-balance sheet arrangements such as foreign exchange contracts, options contracts or other foreign hedging arrangements. Sonus' cash, cash equivalent and investment portfolio holdings are diversified among four financial institutions.

        For the three months ended March 31, 2005 and 2004, two and three customers each contributed 10% or more of Sonus' revenues, representing an aggregate of 40% and 67% of total revenues, respectively. The following customers contributed 10% or more of Sonus' revenues for the three months ended March 31, 2005 and 2004:

 
  Three months ended
March 31,

 
 
  2005
  2004
 
Customer:          
Global Crossing   25 % * %
Level 3 Communications   15   *  
Verizon Global Networks   *   30  
Softbank Broadband Corporation   *   26  
Qwest Communications   *   11  

*
Less than 10%.

        As of March 31, 2005 and December 31, 2004, one and two customers each accounted for more than 10% of Sonus' accounts receivable balance, representing an aggregate of 14% and 53% of total accounts receivable as of these dates. Sonus performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. Sonus maintains an allowance for doubtful accounts and credit losses have been within management's expectations.

        International revenues, primarily from Asia and Europe, were 12% and 29% of revenues for the quarters ended March 31, 2005 and 2004.

        Certain components and software licenses from third parties used in Sonus' products are procured from a single source. The failure of a supplier, including a subcontractor, to deliver on schedule could

5



delay or interrupt Sonus' delivery of products and thereby materially adversely affect Sonus' revenues and operating results.

        Accounts receivable consist of the following, in thousands:

 
  March 31,
2005

  December 31,
2004

 
Earned accounts receivable   $ 8,175   $ 9,088  
Unearned accounts receivable     19,939     23,807  
   
 
 
Accounts receivable, gross     28,114     32,895  
Allowance for doubtful accounts     (483 )   (409 )
   
 
 
Accounts receivable, net   $ 27,631   $ 32,486  
   
 
 

        Unearned accounts receivable represent products shipped to customers where Sonus has a contractual right to bill the customer and collectibility is probable under ordinary collection terms prior to satisfying Sonus' revenue recognition criteria. The allowance for doubtful accounts is based on Sonus' detailed assessment of the collectibility of specific customer accounts.

        Inventory consists of the following, in thousands:

 
  March 31,
2005

  December 31,
2004

 
On-hand final assemblies and finished goods inventory   $ 15,639   $ 18,725  
Unearned inventory     19,292     14,054  
Evaluation inventory     4,922     6,107  
   
 
 
Inventory, gross     39,853     38,886  
Excess, obsolete and evaluation reserve     (8,597 )   (10,540 )
   
 
 
Inventory, net   $ 31,256   $ 28,346  
   
 
 

        Unearned inventory represents deferred cost of revenues for product shipments prior to satisfaction of Sonus' revenue recognition criteria.

        Sonus values inventory at the lower of cost or net realizable value and provides inventory reserves based on excess and obsolete inventory determined primarily by future demand forecasts and records adjustments to such reserves through charges to cost of revenues. Sonus also records a full inventory reserve for evaluation equipment at the time of shipment to its customers as a charge to sales and marketing expense as Sonus' experience with this type of inventory indicates it is probable that the inventory will not be realizable. If these evaluation shipments should convert to revenue, Sonus records a benefit to sales and marketing expense and records the full cost of revenues in the period of revenue recognition.

6


        Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful life of the related assets, which range from two to five years. Leasehold improvements are amortized over the lesser of the life of the lease or five years. When an item is sold or retired, the cost and related accumulated depreciation is relieved, and the resulting gain or loss, if any, is recognized in the statement of operations.

        Deferred revenue consists of the following, in thousands:

 
  March 31, 2005
  December 31, 2004
 
Maintenance and support contracts   $ 49,270   $ 44,859  
Customer deposits     22,804     22,399  
Unearned revenue     19,939     23,807  
   
 
 
Total deferred revenue     92,013     91,065  
Less current portion     (69,267 )   (65,105 )
   
 
 
Long-term deferred revenue   $ 22,746   $ 25,960  
   
 
 

        Maintenance and support contracts are recognized ratably over the life of the service contract. Customer deposits represent payments received in advance of revenue recognition. Unearned revenue represents billings for which payment has not been received and revenue recognition criteria have not been met. As of March 31, 2005 and December 31, 2004, deferred revenue and accounts receivable excluded $16.8 million and $6.5 million related to products shipped and billed to customers which are collectible under extended payment terms or for which revenue is recognized as cash is collected. Such amounts will be recorded pursuant to Sonus' revenue recognition policy.

        Sonus recognizes revenue from product sales when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed and determinable, and collectibility of the related receivable is probable under ordinary payment terms. When Sonus has future obligations, including a requirement to deliver additional elements which are essential to the functionality of the delivered elements or for which vendor specific objective evidence of fair value (VSOE) does not exist or customer acceptance is required, Sonus defers revenue recognition and related costs until those obligations are satisfied. The ordering patterns and sales lead times associated with customer orders may vary significantly from period to period.

        Many of Sonus' sales are generated from complex contractual arrangements which require significant revenue recognition judgments, particularly in the case of multiple element arrangements. When a sale involves multiple elements, such as products, maintenance or professional services, Sonus allocates the entire sales price to each respective element based on VSOE or using the residual method when VSOE cannot be established for a single delivered element in the arrangement. Sonus then recognizes revenue on each element in accordance with its policies for revenue recognition related to each element. Sonus determines VSOE based upon the price charged when the same element is sold

7



separately. If Sonus cannot establish VSOE for each undelivered element, it defers revenue recognition on the entire arrangement until the earlier of the establishment of VSOE or delivery of the undelivered element.

        In addition, if an arrangement with a customer includes a specified upgrade right for which VSOE cannot be established, Sonus defers all revenue related to the arrangement until the earlier of the delivery of the specified upgrade or the establishment of VSOE for the specified upgrade. Sonus has concluded that a specified upgrade exists if it is included in the customer contract or otherwise becomes part of the arrangement with the customer. Sonus has concluded that communications with customers in the normal course of business regarding customer feature requests and Sonus' product plans do not create specified upgrade rights.

        Maintenance and support services are recognized ratably over the life of the maintenance and support service period, which typically is one year when the services are sold separately and up to five years when the fees for the services are bundled with the product fees as part of a multiple element arrangement, following recognition of the related product revenue. Maintenance and support services include telephone support and unspecified rights to product upgrades and enhancements. Maintenance and support VSOE represents a consistent percentage of the sales prices charged to customers, and is dependent upon the size of the installed base of Sonus product at the customer. The application of judgment could affect the continued determination of maintenance and support VSOE and Sonus' ability to recognize revenue using the residual method.

        Installation service revenues are generally recognized at the time of the related product revenue recognition as installation is typically complete by such time. Professional services are typically recognized as the services are performed.

        Sonus sells the majority of its products directly to end-users. For products sold through resellers and distributors, Sonus recognizes revenue on a sell-through method utilizing information provided to Sonus from its resellers and distributors.

        Sonus records deferred revenue for product shipped to customers and related services where amounts are billed pursuant to a contractual right and collection is probable, or collected, in the ordinary course of business if the revenue recognition criteria have not been satisfied. Deferred revenues include customer deposits and amounts associated with maintenance contracts. Deferred revenues expected to be recognized as revenue more than one year of the balance sheet date are classified as long-term deferred revenues.

        Sonus defers recognition of incremental direct costs, such as cost of goods, royalties, commissions and third-party installation costs, until satisfaction of the criteria for recognition of the related revenue.

        Sonus accounts for its software development costs in accordance with Statement of Financial Accounting Standards (SFAS) No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed. Accordingly, the costs for the development of new software and substantial enhancements to existing software are expensed as incurred until technological feasibility has been established, at which time any additional costs would be capitalized. Sonus has determined that technological feasibility is established at the time a working model of the software is completed.

8


Because Sonus believes its current process for developing software is essentially completed concurrently with the establishment of technological feasibility, no costs have been capitalized to date.

        SFAS No. 123, Accounting for Stock-Based Compensation, provides that companies may account for stock-based compensation under either the fair value-based method of accounting under SFAS No. 123 or the intrinsic value-based method provided by Accounting Principles Board (APB) No. 25, Accounting for Stock Issued to Employees. Sonus uses the intrinsic value-based method of APB No. 25 to account for all of its employee stock-based compensation plans and uses the fair value method of SFAS No. 123 to account for all non-employee stock-based compensation. Sonus follows Financial Interpretation No. (FIN) 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans and amortizes the intrinsic value for all awards as measured under APB No. 25 on an accelerated basis. SFAS No. 123, as amended by SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123, requires companies following APB No. 25 to make pro forma disclosure in the notes to the consolidated financial statements using the measurement provisions of SFAS No. 123.

        Sonus has computed the pro forma disclosures required under SFAS No. 123 for stock options granted to employees and shares purchased under the 2000 Employee Stock Purchase Plan (ESPP) using the Black Scholes option-pricing model. In valuing the stock options granted, Sonus used an assumed risk-free interest rate of 3.89% and 3% for the three months ended March 31, 2005 and 2004; volatility of 122% and 128% for the three months ended March 31, 2005 and 2004; and an expected life of four and five years for the three months ended March 31, 2005 and 2004, with the assumption that dividends will not be paid. In valuing the ESPP, Sonus used an assumed risk-free interest rate of 1.3-2.1% for the three months ended March 31, 2005, and 1%-3% for the three months ended March 31, 2004; volatility of 72-154% for the three months ended March 31, 2005 and 26%-150% for the three months ended March 31, 2004; and an expected life ranging from six months to two years, with the assumption that dividends will not be paid. The pro forma information is as follows, in thousands except per share data:

 
  Three months ended
March 31,

 
 
  2005
  2004
 
Net income (loss)              
  As reported   $ (3,695 ) $ 3,014  
  Plus: Employee stock-based compensation expense included in net income (loss) under intrinsic value method related to options         342  
  Less: Employee stock-based compensation under fair value method     (10,391 )   (11,670 )
   
 
 
  Pro forma   $ (14,086 ) $ (8,314 )
   
 
 
Basic and diluted net income (loss) per share—              
  As reported   $ (0.01 ) $ 0.01  
  Pro forma   $ (0.06 ) $ (0.03 )

9


        Sonus applies SFAS No. 130, Reporting Comprehensive Income. The comprehensive net income (loss) for the three months ended March 31, 2005 and 2004 does not differ from the reported net income (loss).

        The carrying amounts of Sonus' financial instruments, which include cash equivalents, marketable securities, long-term investments, accounts payable, long-term liabilities and the convertible subordinated note, approximate their fair value.

        SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, established standards for reporting information regarding operating segments and established standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. To date, the chief operating decision maker has made such decisions and assessed performance at the company level.

        Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of unrestricted common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of unrestricted common stock and dilutive potential common shares outstanding based on the average market price of Sonus' common stock (under the treasury stock method). Dilutive potential common shares consist of restricted common stock and common stock issuable upon the exercise of stock options and conversion of a convertible subordinated note.

        The following table sets forth the computation of shares used in calculating the net income (loss) per share, in thousands:

 
  Three months ended
March 31,

 
 
  2005
  2004
 
Weighted average common shares outstanding   247,877   245,465  
Less weighted average restricted common shares outstanding     (858 )
   
 
 
Shares used in basic per share calculation   247,877   244,607  
Add effect of dilutive potential common shares     10,985  
   
 
 
Shares used in dilutive per share calculation   247,877   255,592  
   
 
 

        Excluded from the shares used in the calculations above are options to purchase shares of common stock and shares of common stock issuable upon conversion of a convertible subordinated note representing an aggregate of 2,709,290 shares as of March 31, 2004 as their effect would have been anti-dilutive.

10



        Sonus' products are covered by a standard warranty of 90 days for software and one year for hardware. In addition, certain customer contracts include warranty-type provisions for epidemic or similar product failures, generally for the contractual period or the life of the product in accordance with published telecommunications standards. Sonus accrues for warranty obligations when the occurrence of such obligation is probable and the amount of such obligation is reasonably estimable. Sonus has not incurred significant costs related to such obligations. Sonus' customers typically purchase maintenance and support contracts, which encompass its warranty obligations. Sonus' estimates of anticipated rates of warranty claims and costs are primarily based on historical information and future forecasts.

        In addition, certain of Sonus' customer contracts include provisions under which Sonus may be obligated to pay penalties generally for the contractual period or for the life of the product if Sonus' products fail or do not perform in accordance with specifications. Sonus accrues for such contingent obligations when the occurrence of such obligation is probable and the amount of such obligation is reasonably estimable. Sonus has not incurred significant costs related to such provisions. Sonus periodically assesses the adequacy of its recorded warranty liabilities and adjust the amounts as necessary. Increases in product failure rates, material usage or service delivery costs may result in increases to Sonus' warranty reserve and its gross profit could be adversely affected. As of March 31, 2005 and December 31, 2004 Sonus had no warranty reserve recorded.

        In October 2004, the American Jobs Creation Act of 2004 (the "AJCA") was passed. The AJCA provides a deduction for income from qualified domestic production activities, which will be phased in from 2005 through 2010. The AJCA also provides for a two-year phase-out of the existing extra-territorial income exclusion for foreign sales that was viewed to be inconsistent with international trade protocols by the European Union. In December 2004, the FASB issued FASB Staff Position ("FSP") No. 109-1, "Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004." FSP 109-1 treats the deduction as a "special deduction" as described in SFAS No. 109. This special deduction has no effect on deferred tax assets and liabilities existing at the enactment date and the effect of this deduction will be reported in the same period in which the deduction is claimed by Sonus in its tax return. The