-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PK+w9CMCeCkWfLjmQNX71skrlyP/+7kKk60snWb6gknDTMZGMd701HYpCSzQD2fH SHKiFLfLFCnk88g9VN8rew== 0000950172-04-000341.txt : 20040210 0000950172-04-000341.hdr.sgml : 20040210 20040210161225 ACCESSION NUMBER: 0000950172-04-000341 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040210 ITEM INFORMATION: FILED AS OF DATE: 20040210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYCAMORE NETWORKS INC CENTRAL INDEX KEY: 0001092367 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 043410558 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27273 FILM NUMBER: 04582173 BUSINESS ADDRESS: STREET 1: 220 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 9782502900 MAIL ADDRESS: STREET 1: 220 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 8-K 1 syc_8k.htm CURRENT REPORT 8K Form


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


February 10, 2004
Date of Report (Date of earliest event reported)

 SYCAMORE NETWORKS, INC.
(Exact Name of Registrant as Specified in Charter)


 Delaware  000-27273  04-3410558
(State or other jurisdiction
of incorporation or Organization) 		(Commission
file number) 		(IRS Employer
Identification No.)


 220 Mill Road
Chelmsford, MA 01824
(Address of principal executive offices)
(Zip code)

Registrant's telephone number, including area code: (978) 250-2900


 Not Applicable
(Former name or former address, if changed since last report)





Item 12:  Results of Operations and Financial Condition

On February 10, 2004, the Registrant reported its second quarter results for the period ended January 24, 2004. A copy of the press release issued by the Registrant on February 10, 2004 concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

The Registrant provides pro forma financial data in addition to providing financial results in accordance with generally accepted accounting principles (GAAP). These measures are not in accordance with, or an alternative for GAAP, and may be different from pro forma measures used by other companies. The reconciliation between GAAP results and the pro forma results is provided in a table immediately following the Unaudited Consolidated Statements of Operations included with Exhibit 99.1. The items excluded from pro forma results have one or more of the following characteristics: their magnitude and timing is largely outside of the Registrant’s control; they are unrelated to the ongoing operation of the business in the ordinary course; they are unusual, and the Registrant does not expect them to occur in the ordinary course of business; or they are non-operational, non-cash expenses involving stock option grants primarily in connection with the Registrant’s initial public offering and acquisitions.

The non-GAAP financial data is provided to enhance the user’s overall understanding of the Registrant ‘s current financial performance and its prospects for the future. Specifically, the Registrant believes the non-GAAP results provide useful information to both management and investors by excluding certain expense and income items that the Registrant believes are not indicative of the Registrant ‘s core operating results because such charges are associated with past events and are not related to current operations. In addition, since the Registrant has historically reported non-GAAP results to the investment community, the Registrant believes the inclusion of non-GAAP numbers provides consistency in its financial reporting. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting in future periods. The non-GAAP financial data should be considered in addition to, not as a substitute for or as being superior to, operating losses, cash flows, or other measures of financial performance prepared in accordance with GAAP.


SIGNATURES

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 thereunto duly authorized.


Sycamore Networks, Inc.


/s/ Frances M. Jewels

Frances M. Jewels
Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)

Dated:  February 10, 2004



EXHIBIT INDEX


Exhibit
Number
     Description


99.1 Press Release of the Registrant, dated February 10, 2004, reporting the Registrant’s second quarter results for the period ended January 24, 2004.

EX-99 3 q204pr.txt EX99.1 PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE [GRAPHIC LOGO OMITTED] SYCAMORE NETWORKS, INC. CONTACT: Press Inquiries Investor Inquiries Scott Larson Terry Adams Public Relations Investor Relations Sycamore Networks, Inc. Sycamore Networks, Inc. 978-250-3433 978-250-3460 scott.larson@sycamorenet.com investor.info@sycamorenet.com - ---------------------------- ----------------------------- SYCAMORE NETWORKS, INC. REPORTS SECOND QUARTER FISCAL YEAR 2004 FINANCIAL RESULTS CHELMSFORD, Mass., February 10, 2004 - Sycamore Networks, Inc. (NASDAQ: SCMR), a leader in intelligent optical networking, today reported its second quarter results for the period ended January 24, 2004. Revenue for the second quarter of fiscal 2004 was $6.9 million, compared with $10.8 million for the second quarter of fiscal 2003. Net loss for the second quarter of fiscal 2004, on a generally accepted accounting principles (GAAP) basis, was $13.0 million or $(0.05) per share, compared with a net loss of $16.1 million, or $(0.06) per share for the second quarter of fiscal 2003. Pro forma net loss, a non-GAAP financial measure, for the second quarter of fiscal 2004, which excludes stock-based compensation and payroll taxes on stock option exercises, was $11.0 million, or $(0.04) per share, compared with a pro forma net loss of $14.0 million, or $(0.05) per share for the second quarter of fiscal 2003. The reconciliation between net loss on a GAAP basis and pro forma net loss is provided in a table immediately following the Unaudited Consolidated Statements of Operations included with this release. Revenue for the first six months of fiscal 2004 was $15.3 million, compared with $16.8 million for the first six months of fiscal 2003. Net loss for the first six months of fiscal 2004, on a GAAP basis, was $25.2 million or $(0.09) per share, compared with a net loss of $33.5 million or $(0.13) per share for the first six months of fiscal 2003. Pro forma net loss, a non-GAAP financial measure, for the first six months of fiscal 2004, which excludes stock-based compensation and payroll taxes on stock option exercises, was $21.7 million, or $(0.08) per share, compared with a pro forma net loss of $29.0 million, or $(0.11) per share for the first six months of fiscal 2003. The reconciliation between net loss on a GAAP basis and pro forma net loss is provided in a table immediately following the Unaudited Consolidated Statements of Operations included with this release. "Despite disappointing revenue for the second quarter, we made progress in expanding our customer base with the Defense Information Systems Agency's selection of Sycamore's products to serve as the optical digital cross connect platform for the GIG-BE project," stated Daniel E. Smith, Sycamore's president and chief executive officer. "While the optical switching environment remains difficult, we continue to work to address Sycamore's opportunities and challenges." Conference Call Webcast Sycamore plans to review its second quarter results and discuss its business outlook during a conference call today beginning at 4:30 p.m. EST. A Webcast of the conference call, along with GAAP reconciliation information, is available to all interested parties on the Sycamore web site located at www.sycamorenet.com under the Investor Relations section. Interested investors are encouraged to log onto the broadcast at least 15 minutes prior to the call. Participating in the call will be Sycamore's president and chief executive officer, Daniel E. Smith, and chief financial officer, Frances M. Jewels. About Sycamore Networks Sycamore Networks, Inc. (NASDAQ: SCMR) develops and markets optical networking products for telecommunications service providers worldwide. The Company's products enable service providers to easily and cost-effectively transition their existing fiber optic network into an infrastructure that can provision, manage and deliver economic, high-bandwidth services to their customers. For more information, please visit www.sycamorenet.com. Except for the historical information contained herein, we wish to caution you that certain matters discussed in this news release constitute forward-looking statements that involve risks and uncertainties. Actual results or events could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to unfavorable conditions specific to the telecommunications, Internet and related industries; the commercial success of the Company's line of intelligent optical networking products; the Company's reliance on a limited number of customers; competition; the pursuit of strategic opportunities; variations in the Company's quarterly results; the rate of product purchases by current and prospective customers; significant investment required to support the Company's strategy; new product introductions and enhancements by the Company and its competitors; the length and variability of the sales cycles for the Company's products; product performance; conducting business internationally; manufacturing and sourcing risks; current and potential litigation; intellectual property disputes; general economic conditions including stock market volatility and capital market conditions and the other factors discussed in the Company's most recently filed Form 10-Q and the other reports filed by the Company from time to time with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise. Use of Non-GAAP Financial Measures The Company provides pro forma financial data in addition to providing financial results in accordance with GAAP. These measures are not in accordance with, or an alternative for GAAP, and may be different from pro forma measures used by other companies. The items excluded from pro forma results have one or more of the following characteristics: their magnitude and timing is largely outside of the Company's control; they are unrelated to the ongoing operation of the business in the ordinary course; they are unusual, and the Company does not expect them to occur in the ordinary course of business; or they are non-operational, non-cash expenses involving stock option grants primarily in connection with the Company's initial public offering and acquisitions. The non-GAAP financial data is provided to enhance the user's overall understanding of the Company's current financial performance and its prospects for the future. Specifically, the Company believes the non-GAAP results provide useful information to both management and investors by excluding certain expense and income items that the Company believes are not indicative of the Company's core operating results because such charges are associated with past events and are not related to current operations. In addition, since the Company has historically reported non-GAAP results to the investment community, the Company believes the inclusion of non-GAAP numbers provides consistency in its financial reporting. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting in future periods. The non-GAAP financial data should be considered in addition to, not as a substitute for or as being superior to, operating losses, cash flows, or other measures of financial performance prepared in accordance with GAAP. Sycamore Networks, Inc. Unaudited Condensed Consolidated Balance Sheets (in thousands)
January 24, 2004 July 31, 2003 ---------------- ------------- Assets Current assets: Cash and cash equivalents $ 301,638 $ 250,595 Short-term investments 331,408 421,784 Accounts receivable, net 3,994 10,769 Inventories 10,710 5,117 Prepaids and other current assets 4,389 3,680 -------------- -------------- Total current assets 652,139 691,945 Property and equipment, net 11,309 14,589 Long-term investments 344,900 323,204 Other assets 2,536 2,890 -------------- -------------- Total Assets $ 1,010,884 $ 1,032,628 ============== ============== Liabilities and Stockholders' Equity Deferred revenue $ 2,367 $ 2,677 Other current liabilities 18,094 18,350 Restructuring liabilities 15,621 19,086 -------------- -------------- Total current liabilities 36,082 40,113 Common stock 273 272 Additional paid-in capital 1,737,887 1,733,476 Accumulated deficit (761,368) (736,192) Other equity (1,990) (5,041) -------------- -------------- Total stockholders' equity 974,802 992,515 -------------- -------------- Total Liabilities and Stockholders' Equity $ 1,010,884 $ 1,032,628 ============== ==============
Sycamore Networks, Inc. Unaudited Consolidated Statements of Operations (in thousands, except per share data)
Three Months Ended Six Months Ended January 24, January 25, January 24, January 25, 2004 2003 2004 2003 ---- ---- ---- ---- Revenue $ 6,875 $ 10,825 $ 15,316 $ 16,763 Cost of revenue 4,240 10,587 9,959 17,730 Stock-based compensation 177 357 357 713 Payroll tax on stock option exercises 6 -- 11 -- ---------- ----------- ------------ ------------ Gross profit (loss) 2,452 (119) 4,989 (1,680) Operating expenses: Research and development 11,745 13,426 23,042 27,349 Sales and marketing 4,341 5,067 8,751 10,008 General and administrative 1,482 1,750 3,450 3,408 Stock-based compensation 1,768 1,747 3,073 3,764 Payroll tax on stock option exercises 10 10 12 15 --------- ---------- ------------ ------------ Total operating expenses 19,346 22,000 38,328 44,544 Loss from operations (16,894) (22,119) (33,339) (46,224) Interest and other income, net 3,895 6,002 8,163 12,745 ---------- ----------- ------------ ------------ Net loss $ (12,999) $ (16,117) $ (25,176) $ (33,479) ========== =========== ============ ============ Diluted net loss per share $ (0.05) $ (0.06) $ (0.09) $ (0.13) Weighted average shares used in computing diluted net loss per share 271,801 264,981 271,138 263,640
Sycamore Networks, Inc. Unaudited Pro Forma Consolidated Statements of Operations (a Non-GAAP Financial Measure) (a) (in thousands, except per share data) Three Months Ended January 24, 2004 Three Months Ended January 25, 2003 Pro Forma Pro Forma GAAP Results GAAP Results Results Adjustments (Non-GAAP) (a) Results Adjustments (Non-GAAP) (a) ------- ----------- -------------- ------- ----------- -------------- Revenue $ 6,875 $ -- $ 6,875 $ 10,825 $ -- $ 10,825 Cost of revenue 4,240 -- 4,240 10,587 -- 10,587 Stock-based compensation 177 (177) -- 357 (357) -- Payroll tax on stock option exercises 6 (6) -- -- -- -- ---------- ---------- ---------- ----------- ----------- ------------ Gross profit (loss) 2,452 183 2,635 (119) 357 238 Operating expenses: Research and development 11,745 -- 11,745 13,426 -- 13,426 Sales and marketing 4,341 -- 4,341 5,067 -- 5,067 General and administrative 1,482 -- 1,482 1,750 -- 1,750 Stock-based compensation 1,768 (1,768) -- 1,747 (1,747) -- Payroll tax on stock option exercises 10 (10) -- 10 (10) -- ---------- ---------- ---------- ----------- ----------- ------------ Total operating expenses 19,346 (1,778) 17,568 22,000 (1,757) 20,243 Loss from operations (16,894) 1,961 (14,933) (22,119) 2,114 (20,005) Interest and other income, net 3,895 -- 3,895 6,002 -- 6,002 ---------- ---------- ----------- ----------- ----------- ------------ Net loss $ (12,999) $ 1,961 $ (11,038) $ (16,117) $ 2,114 $ (14,003) ========== ========== =========== =========== =========== ============ Diluted net loss per share $ (0.05) $ (0.04) $ (0.06) $ (0.05) Weighted average shares used in computing diluted net loss per share 271,801 271,801 264,981 264,981
(a) These Unaudited Pro Forma Consolidated Statements of Operations (a Non-GAAP Financial Measure) are for informational purposes only and are not presented in accordance with GAAP. The adjustments necessary to provide a direct reconciliation of the Non-GAAP Financial Measure to GAAP basis consolidated statements of operations exclude stock-based compensation and payroll taxes on stock option exercises included in gross profit (loss) and operating expenses.
Sycamore Networks, Inc. Unaudited Pro Forma Consolidated Statements of Operations (a Non-GAAP Financial Measure) (a) (in thousands, except per share data) Six Months Ended January 24, 2004 Six Months Ended January 25, 2003 Pro Forma Pro Forma GAAP Results GAAP Results Results Adjustments (Non-GAAP) (a) Results Adjustments (Non-GAAP) (a) ------- ----------- -------------- ------- ----------- -------------- Revenue $ 15,316 $ -- $ 15,316 $ 16,763 $ -- $ 16,763 Cost of revenue 9,959 -- 9,959 17,730 -- 17,730 Stock-based compensation 357 (357) -- 713 (713) -- Payroll tax on stock option exercises 11 (11) -- -- -- -- --------- --------- --------- ---------- --------- ------------ Gross profit (loss) 4,989 368 5,357 (1,680) 713 (967) Operating expenses: Research and development 23,042 -- 23,042 27,349 -- 27,349 Sales and marketing 8,751 -- 8,751 10,008 -- 10,008 General and administrative 3,450 -- 3,450 3,408 -- 3,408 Stock-based compensation 3,073 (3,073) -- 3,764 (3,764) -- Payroll tax on stock option exercises 12 (12) -- 15 (15) -- --------- --------- --------- ---------- --------- ------------ Total operating expenses 38,328 (3,085) 35,243 44,544 (3,779) 40,765 Loss from operations (33,339) 3,453 (29,886) (46,224) 4,492 (41,732) Interest and other income, net 8,163 -- 8,163 12,745 -- 12,745 --------- --------- ---------- ----------- --------- ------------ Net loss $ (25,176) $ 3,453 $ (21,723) $ (33,479) $ 4,492 $ (28,987) ========= ========= ========== =========== ========= ============ Diluted net loss per share $ (0.09) $ (0.08) $ (0.13) $ (0.11) Weighted average shares used in computing diluted net loss per share 271,138 271,138 263,640 263,640
(a) These Unaudited Pro Forma Consolidated Statements of Operations (a Non-GAAP Financial Measure) are for informational purposes only and are not presented in accordance with GAAP. The adjustments necessary to provide a direct reconciliation of the Non-GAAP Financial Measure to GAAP basis consolidated statements of operations exclude stock-based compensation and payroll taxes on stock option exercises included in gross profit (loss) and operating expenses. -----END PRIVACY-ENHANCED MESSAGE-----