EX-99.1 2 exhibit991-2018q3earningsp.htm EXHIBIT 99.1 Exhibit
FOR IMMEDIATE RELEASE

Ciena Reports Fiscal Third Quarter 2018 Financial Results

Year-over-year revenue growth of 12% reflects strong execution and another quarter of consistent performance

HANOVER, Md. - August 30, 2018 - Ciena® Corporation (NYSE: CIEN)

Q3 Revenue: $818.8 million, increasing 12.4% year over year

Q3 Net Income per Share: $0.34 GAAP; $0.48 adjusted (non-GAAP)

Share Repurchases: Repurchased approximately 1.4 million shares of common stock for an aggregate price of $35.6 million during the quarter

Ciena today announced unaudited financial results for its fiscal third quarter ended July 31, 2018.

"The combination of continued execution against our strategy and robust, broad-based customer demand resulted in outstanding fiscal third quarter performance," said Gary B. Smith, president and CEO of Ciena. "With our diversification, global scale and innovation leadership, we remain confident in our business model and our ability to achieve our three-year financial targets.”

For the fiscal third quarter 2018, Ciena reported revenue of $818.8 million as compared to $728.7 million for the fiscal third quarter 2017.

Ciena's GAAP net income for the fiscal third quarter 2018 was $50.8 million, or $0.34 per diluted common share, which compares to a GAAP net income of $60.0 million, or $0.39 per diluted common share, for the fiscal third quarter 2017.

Ciena's adjusted (non-GAAP) net income for the fiscal third quarter 2018 was $74.3 million, or $0.48 per diluted common share, which compares to an adjusted (non-GAAP) net income of $56.4 million, or $0.35 per diluted common share, for the fiscal third quarter 2017.

Fiscal Third Quarter 2018 Performance Summary
The tables below (in millions, except percentage data) provide comparisons of certain quarterly results to the prior year. Appendix A and B set forth reconciliations between the GAAP and adjusted (non-GAAP) measures contained in this release.




 
 
GAAP Results
 
 
Q3

Q3

Period Change
 
 
FY 2018

FY 2017
 
Y-T-Y*
Revenue
 
$
818.8

 
$
728.7


12.4
 %
Gross margin
 
42.9
%
 
45.0
%
 
(2.1
)%
Operating expense
 
$
266.3

 
$
246.1

 
8.2
 %
Operating margin
 
10.4
%
 
11.3
%
 
(0.9
)%
 
 
Non-GAAP Results
 
 
Q3
 
Q3
Period Change
 
 
FY 2018
 
FY 2017
 
Y-T-Y*
Revenue
 
$
818.8

 
$
728.7

 
12.4
 %
Adj. gross margin
 
43.4
%
 
45.5
%
 
(2.1
)%
Adj. operating expense
 
$
241.0

 
$
229.3

 
5.1
 %
Adj. operating margin
 
14.0
%
 
14.1
%
 
(0.1
)%
Adj. EBITDA
 
$
136.1

 
$
122.8

 
10.8
 %
* Denotes % change, or in the case of margin, absolute change
 
 
Revenue by Segment
 
 
Q3 FY 2018
 
Q3 FY 2017
 
 
Revenue
 
%**
 
Revenue
 
%**
Networking Platforms
 
 
 
 
 
 
 
 
Converged Packet Optical
 
$
592.8

 
72.5
 
$
510.2

 
70.0
Packet Networking
 
84.6

 
10.3
 
82.1

 
11.3
Total Networking Platforms
 
677.4

 
82.8
 
592.3

 
81.3
 
 
 
 

 
 
 

Software and Software-Related Services
 
 
 

 
 
 

Software Platforms
 
14.3

 
1.7
 
18.4

 
2.5
Software-Related Services
 
26.9

 
3.3
 
23.9

 
3.3
Total Software and Software-Related Services
 
41.2

 
5.0
 
42.3

 
5.8
 
 
 
 

 
 
 

Global Services
 
 
 

 
 
 

Maintenance Support and Training
 
60.9

 
7.4
 
57.9

 
7.9
Installation and Deployment
 
31.3

 
3.8
 
27.4

 
3.8
Consulting and Network Design
 
8.0

 
1.0
 
8.8

 
1.2
Total Global Services
 
100.2

 
12.2
 
94.1

 
12.9
 
 
 
 
 
 
 
 
 
Total
 
$
818.8

 
100.0
 
$
728.7

 
100.0








Additional Performance Metrics for Fiscal Third Quarter 2018
 
 
Revenue by Geographic Region
 
 
Q3 FY 2018
 
Q3 FY 2017
 
 
Revenue
 
% **
 
Revenue
 
% **
North America
 
$
497.0

 
60.7
 
$
465.2

 
63.8
Europe, Middle East and Africa
 
122.2

 
14.9
 
96.1

 
13.2
Caribbean and Latin America
 
27.5

 
3.4
 
51.7

 
7.1
Asia Pacific
 
172.1

 
21.0
 
115.7

 
15.9
Total
 
$
818.8

 
100.0
 
$
728.7

 
100.0
** Denotes % of total revenue
U.S. customers contributed 57.3% of total revenue
Three customers accounted for greater than 10% of revenue and represented 33% of total revenue
Cash and investments totaled $984.6 million
Cash flow from operations totaled $88.1 million
Free cash flow totaled $69.7 million
Average days' sales outstanding (DSOs) were 80
Accounts receivable balance was $728.9 million
Inventories totaled $227.9 million, including:
Raw materials: $54.0 million
Work in process: $11.1 million
Finished goods: $173.4 million
Deferred cost of sales: $38.5 million
Reserve for excess and obsolescence: $(49.1) million
Product inventory turns were 7.0
Headcount totaled 5,889

Supplemental Materials and Live Web Broadcast of Unaudited Fiscal Third Quarter 2018 Results
Today, Thursday, August 30, 2018, in conjunction with this announcement, Ciena has posted to the Quarterly Results page of the Investor Relations section of its website supporting materials for its unaudited fiscal third quarter 2018 results.

Ciena's management will also host a discussion today with investors and financial analysts that will include the Company's fiscal third quarter outlook. The live audio web broadcast beginning at 8:30 a.m. Eastern will be accessible via www.ciena.com. An archived replay of the live broadcast will be available shortly following its conclusion on the Investor Relations page of Ciena's website.

Notes to Investors

Forward-Looking Statements. You are encouraged to review the Investors section of our website, where we routinely post press releases, SEC filings, recent news, financial results, supplemental financial information, and other announcements. From time to time we exclusively post material information to this website along with other disclosure channels that we use. This press release contains certain forward-looking statements that involve risks and uncertainties. These statements are based on current expectations, forecasts, assumptions and other information available to the Company as of the date hereof. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words




such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Forward-looking statements in this release include: "The combination of continued execution against our strategy and robust, broad-based customer demand resulted in outstanding fiscal third quarter performance."; "With our diversification, global scale and innovation leadership, we remain confident in our business model and our ability to achieve our three-year financial targets."

Ciena's actual results, performance or events may differ materially from these forward-looking statements made or implied due to a number of risks and uncertainties relating to Ciena's business, including: the effect of broader economic and market conditions on our customers and their business; changes in network spending or network strategy by customers; seasonality and the timing and size of customer orders, including our ability to recognize revenue relating to such sales; the level of competitive pressure we encounter; the product, customer and geographic mix of sales within the period; supply chain disruptions and the level of success relating to efforts to optimize Ciena's operations; changes in foreign currency exchange rates affecting revenue and operating expense; the impact of the Tax Cuts and Jobs Act, changes in estimates of prospective income tax rates and any adjustments to Ciena's provisional estimates whether related to further guidance, analysis or otherwise, and the other risk factors disclosed in Ciena's periodic reports filed with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q filed with the SEC on June 6, 2018 and its Annual Report on Form 10-K filed with the SEC on December 22, 2017. Ciena assumes no obligation to update any forward-looking information included in this press release.

Non-GAAP Presentation of Quarterly and Annual Results. This release includes non-GAAP measures of Ciena's gross profit, operating expense, income from operations, earnings before interest, tax, depreciation and amortization (EBITDA), Adjusted EBITDA, and measures of net income and net income per share. In evaluating the operating performance of Ciena's business, management excludes certain charges and credits that are required by GAAP. These items share one or more of the following characteristics: they are unusual and Ciena does not expect them to recur in the ordinary course of its business; they do not involve the expenditure of cash; they are unrelated to the ongoing operation of the business in the ordinary course; or their magnitude and timing is largely outside of Ciena's control. Management believes that the non-GAAP measures below provide management and investors useful information and meaningful insight to the operating performance of the business. The presentation of these non-GAAP financial measures should be considered in addition to Ciena's GAAP results and these measures are not intended to be a substitute for the financial information prepared and presented in accordance with GAAP. Ciena's non-GAAP measures and the related adjustments may differ from non-GAAP measures used by other companies and should only be used to evaluate Ciena's results of operations in conjunction with our corresponding GAAP results. To the extent not previously disclosed in a prior Ciena financial results press release, Appendix A and B to this press release set forth a complete GAAP to non-GAAP reconciliation of the non-GAAP measures contained in this release.

About Ciena. Ciena (NYSE: CIEN) is a networking systems, services, and software company. We provide solutions that help our clients create more adaptive networks in response to the constantly changing demands of their users. By delivering best-in-class networking technology through high-touch consultative relationships, we build the world’s most sophisticated networks with automation and scale. For updates on Ciena, follow us on Twitter @Ciena, LinkedIn, the Ciena Insights blog, or visit www.ciena.com.
 





CIENA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)

 
Quarter Ended July 31,
 
Nine Months Ended July 31,
 
2018
 
2017
 
2018
 
2017
Revenue:
 
 
 
 
 
 
 
Products
$
691,758

 
$
610,742

 
$
1,821,593

 
$
1,702,365

Services
127,059

 
117,977

 
373,337

 
354,873

Total revenue
818,817

 
728,719

 
2,194,930

 
2,057,238

Cost of goods sold:
 
 
 
 
 
 
 
Products
399,886

 
341,197

 
1,085,574

 
955,303

Services
67,388

 
59,446

 
192,741

 
181,834

Total cost of goods sold
467,274

 
400,643

 
1,278,315

 
1,137,137

Gross profit
351,543

 
328,076

 
916,615

 
920,101

Operating expenses:
 
 
 
 
 
 
 
Research and development
121,133

 
117,729

 
356,581

 
356,221

Selling and marketing
95,395

 
86,739

 
281,269

 
260,292

General and administrative
38,212

 
35,569

 
115,594

 
106,423

Significant asset impairments and restructuring costs
6,359

 
2,203

 
16,679

 
8,874

Amortization of intangible assets
3,837

 
3,837

 
11,083

 
29,368

Acquisition and integration costs
1,333

 

 
1,333

 

Total operating expenses
266,269

 
246,077

 
782,539

 
761,178

Income from operations
85,274

 
81,999

 
134,076

 
158,923

Interest and other income (loss), net
(1,543
)
 
(848
)
 
1,328

 
(3,396
)
Interest expense
(13,611
)
 
(13,415
)
 
(40,376
)
 
(41,926
)
Income before income taxes
70,120

 
67,736

 
95,028

 
113,601

Provision for income taxes 1
 
19,280

 
7,726

 
503,695

 
11,704

Net income (loss)
$
50,840

 
$
60,010

 
$
(408,667
)
 
$
101,897

 
 
 
 
 
 
 
 
Net Income(loss) per Common Share
 
 
 
 
 
 
 
Basic net income (loss) per common share
$
0.35

 
$
0.42

 
$
(2.84
)
 
$
0.72

Diluted net income (loss) per potential common share 2
$
0.34

 
$
0.39

 
$
(2.84
)
 
$
0.69

 
 
 
 
 
 
 
 
Weighted average basic common shares outstanding
143,400

 
142,464

 
143,766

 
141,631

Weighted average dilutive potential common shares outstanding 3
159,998

 
172,112

 
143,766

 
164,431

 
1. The provision for income taxes for fiscal 2018 is primarily related to the enactment of the Tax Cuts and Jobs Act. These amounts are provisional and reflect management’s current estimates and current interpretations of the Tax Cuts and Jobs Act. These amounts may require adjustment in future periods as additional guidance under the Tax Cuts and Jobs Act becomes available and analysis of its provisions is completed. As of July 31, 2018, Ciena has net deferred tax assets of approximately $724.1 million, and consequently, over the near term, Ciena's cash taxes will continue to be primarily related to state taxes and tax expense of Ciena's foreign subsidiaries, which amounts have not historically been significant. Ciena's foreign and domestic income tax expense for the third quarter of fiscal 2018 and 2017 expected to be paid using cash was $8.8 million and $7.7 million, respectively. Ciena's foreign and domestic income tax expense for the nine months ended July 31, 2018 and 2017 expected to be paid using cash was $11.8 million and $11.7 million, respectively.






2. The calculation of GAAP diluted net income per common share for the third quarter of fiscal 2018 requires adding back interest expense of approximately $0.5 million associated with Ciena's "Original" 3.75% convertible senior notes, due October 15, 2018, and approximately $2.6 million associated with Ciena's 4.0% convertible senior notes, due December 15, 2020 to the GAAP net income in order to derive the numerator for the diluted earnings per common share calculation.
The calculation of GAAP diluted net income per common share for the third quarter of fiscal 2017 requires adding back interest expense of approximately $0.2 million associated with Ciena's 0.875% convertible senior notes, which were paid at maturity during the third quarter of fiscal 2017, approximately $3.6 million associated with Ciena's "Original" 3.75% convertible senior notes, due October 15, 2018, and approximately $3.3 million associated with Ciena's 4.0% convertible senior notes, due December 15, 2020 to the GAAP net income in order to derive the numerator for the diluted earnings per common share calculation.
The calculation of GAAP diluted net income per common share for the first nine months of fiscal 2017 requires adding back interest expense of approximately $1.3 million associated with Ciena's 0.875% convertible senior notes, which were paid at maturity during the third quarter of fiscal 2017, and approximately $10.8 million associated with Ciena's "Original" 3.75% convertible senior notes, due October 15, 2018 to the GAAP net income in order to derive the numerator for the diluted earnings per common share calculation.
3. Weighted average dilutive potential common shares outstanding used in calculating GAAP diluted net income per common share for the third quarter of fiscal 2018 includes 1.3 million shares underlying certain stock options and restricted stock units, 3.0 million shares underlying Ciena's "New" 3.75% convertible senior notes, due October 15, 2018, 3.0 million shares underlying Ciena's "Original" 3.75% convertible senior notes, due October 15, 2018, and 9.2 million shares underlying Ciena's 4.0% convertible senior notes, due December 15, 2020.
Weighted average dilutive potential common shares outstanding used in calculating GAAP diluted net income per common share for the third quarter of fiscal 2017 includes 1.4 million shares underlying certain stock options and restricted stock units, 1.7 million shares underlying Ciena's 0.875% convertible senior notes, which were paid at maturity during the third quarter of fiscal 2017, 17.4 million shares underlying Ciena's "Original" 3.75% convertible senior notes, due October 15, 2018, and 9.2 million shares underlying Ciena's 4.0% convertible senior notes, due December 15, 2020.
Weighted average dilutive potential common shares outstanding used in calculating GAAP diluted net income per common share for the first nine months of fiscal 2017 includes 1.4 million shares underlying certain stock options and restricted stock units, 4.0 million shares underlying Ciena's 0.875% convertible senior notes, which were paid at maturity during the third quarter of fiscal 2017 and 17.4 million shares underlying Ciena's "Original" 3.75% convertible senior notes, due October 15, 2018.




CIENA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
 
July 31,
2018
 
October 31,
2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
726,214

 
$
640,513

Short-term investments
228,940

 
279,133

Accounts receivable, net
728,940

 
622,183

Inventories
227,885

 
267,143

Prepaid expenses and other
192,497

 
197,339

Total current assets
2,104,476

 
2,006,311

Long-term investments
29,465

 
49,783

Equipment, building, furniture and fixtures, net
295,863

 
308,465

Goodwill
287,551

 
267,458

Other intangible assets, net
108,302

 
100,997

Deferred tax asset, net
724,087

 
1,155,104

Other long-term assets
72,951

 
63,593

Total assets
$
3,622,695

 
$
3,951,711

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
312,611

 
$
260,098

Accrued liabilities and other short-term obligations
297,988

 
322,934

Deferred revenue
104,170

 
102,418

Current portion of long-term debt
353,669

 
352,293

Total current liabilities
1,068,438

 
1,037,743

Long-term deferred revenue
79,914

 
82,589

Other long-term obligations
108,884

 
111,349

Long-term debt, net
586,505

 
583,688

Total liabilities
$
1,843,741

 
$
1,815,369

Stockholders’ equity:
 
 
 
Preferred stock – par value $0.01; 20,000,000 shares authorized; zero shares issued and outstanding

 

Common stock – par value $0.01; 290,000,000 shares authorized; 143,050,180
and 143,043,227 shares issued and outstanding
1,431

 
1,430

Additional paid-in capital
6,797,857

 
6,810,182

Accumulated other comprehensive income (loss)
(8,705
)
 
(11,017
)
Accumulated deficit
(5,011,629
)
 
(4,664,253
)
Total stockholders’ equity
1,778,954

 
2,136,342

Total liabilities and stockholders’ equity
$
3,622,695

 
$
3,951,711








CIENA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Nine Months Ended July 31,
 
2018
 
2017
Cash flows provided by operating activities:
 
 
 
Net income (loss)
$
(408,667
)
 
$
101,897

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements
63,104

 
55,873

Share-based compensation costs
38,896

 
36,843

Amortization of intangible assets
18,196

 
39,721

Deferred taxes
491,863

 

Provision for inventory excess and obsolescence
19,942

 
28,727

Provision for warranty
15,715

 
5,188

Other
18,164

 
21,076

Changes in assets and liabilities:
 
 
 
Accounts receivable
(112,696
)
 
(80,652
)
Inventories
17,751

 
(93,896
)
Prepaid expenses and other
(11,163
)
 
(26,450
)
Accounts payable, accruals and other obligations
14,840

 
(5,960
)
Deferred revenue
(4,710
)
 
13,978

Net cash provided by operating activities
161,235

 
96,345

Cash flows used in investing activities:
 
 
 
Payments for equipment, furniture, fixtures and intellectual property
(50,386
)
 
(76,004
)
Purchase of available for sale securities
(217,715
)
 
(189,802
)
Proceeds from maturities of available for sale securities
290,000

 
260,003

Settlement of foreign currency forward contracts, net
4,759

 
(1,619
)
Acquisition of business, net of cash acquired
(40,412
)
 

Purchase of cost method investment
(1,433
)
 

Net cash used in investing activities
(15,187
)
 
(7,422
)
Cash flows used in financing activities:
 
 
 
Payment of long term debt
(3,000
)
 
(232,554
)
Payment for modification of term loans

 
(93,625
)
Payment of capital lease obligations
(2,811
)
 
(2,650
)
Repurchases of common stock-repurchase program
(73,512
)
 

Proceeds from issuance of common stock
22,735

 
20,395

Net cash used in financing activities
(56,588
)
 
(308,434
)
Effect of exchange rate changes on cash and cash equivalents
(3,759
)
 
1,436

Net increase (decrease) in cash and cash equivalents
85,701

 
(218,075
)
Cash and cash equivalents at beginning of period
640,513

 
777,615

Cash and cash equivalents at end of period
$
726,214

 
$
559,540

Supplemental disclosure of cash flow information
 
 
 
Cash paid during the period for interest
$
31,561

 
$
33,861

Cash paid during the period for income taxes, net
$
20,099

 
$
26,793

Non-cash investing activities
 
 
 
Purchase of equipment in accounts payable
$
5,677

 
$
6,012

Building subject to capital lease
$

 
$
50,370

Non-cash financing activities
 
 
 
 Repurchase of common stock in accrued liabilities from repurchase program
$
1,275

 
$






APPENDIX A - Reconciliation of Adjusted (Non- GAAP) Quarterly Measures (unaudited)
 
 
 
 
 
 
 
 
 
Quarter Ended July 31,
 
 
2018
 
2017
Gross Profit Reconciliation (GAAP/non-GAAP)
 
 
 
 
GAAP gross profit
 
$
351,543

 
$
328,076

Share-based compensation-products
 
783

 
709

Share-based compensation-services
 
618

 
619

Amortization of intangible assets
 
2,534

 
2,417

Total adjustments related to gross profit
 
3,935

 
3,745

Adjusted (non-GAAP) gross profit
 
$
355,478

 
$
331,821

Adjusted (non-GAAP) gross profit percentage
 
43.4
%
 
45.5
%
 
 
 
 
 
Operating Expense Reconciliation (GAAP/non-GAAP)
 
 
 
 
GAAP operating expense
 
$
266,269

 
$
246,077

Share-based compensation-research and development
 
3,082

 
3,139

Share-based compensation-sales and marketing
 
3,417

 
3,242

Share-based compensation-general and administrative
 
4,538

 
4,321

Significant asset impairments and restructuring costs
 
6,359

 
2,203

Amortization of intangible assets
 
3,837

 
3,837

Acquisition and integration costs
 
1,333

 

Legal settlement
 
2,753

 

Total adjustments related to operating expense
 
25,319

 
16,742

Adjusted (non-GAAP) operating expense
 
$
240,950

 
$
229,335

 
 
 
 
 
Income from Operations Reconciliation (GAAP/non-GAAP)
 
 
 
 
GAAP income from operations
 
$
85,274

 
$
81,999

Total adjustments related to gross profit
 
3,935

 
3,745

Total adjustments related to operating expense
 
25,319

 
16,742

Total adjustments related to income from operations
 
29,254

 
20,487

Adjusted (non-GAAP) income from operations
 
$
114,528

 
$
102,486

Adjusted (non-GAAP) operating margin percentage
 
14.0
%
 
14.1
%
 
 
 
 
 
Net Income Reconciliation (GAAP/non-GAAP)
 
 
 
 
GAAP net income
 
$
50,840

 
$
60,010

Exclude GAAP provision for income taxes
 
19,280

 
7,726

Income before income taxes
 
$
70,120

 
$
67,736

Total adjustments related to income from operations
 
29,254

 
20,487

Non-cash interest expense
 
793

 
535

Adjusted income before income taxes
 
$
100,167

 
$
88,758

Non-GAAP tax provision on adjusted income before income taxes
 
25,913

 
32,397

Adjusted (non-GAAP) net income
 
$
74,254

 
$
56,361

 
 
 
 
 
Weighted average basic common shares outstanding
 
143,400

 
142,464

Weighted average dilutive potential common shares outstanding 1
 
159,998

 
172,112

 
 
 
 
 
Net Income per Common Share
 
 
 
 
GAAP diluted net income per common share
 
$
0.34

 
$
0.39

Adjusted (non-GAAP) diluted net income per common share 2
 
$
0.48

 
$
0.35





1.
Weighted average dilutive potential common shares outstanding used in calculating Adjusted (non-GAAP) diluted net income per common share for the third quarter of fiscal 2018 includes 1.3 million shares underlying certain stock options and restricted stock units, 3.0 million shares underlying Ciena's "New" 3.75% convertible senior notes, due October 15, 2018, 3.0 million shares underlying Ciena's "Original" 3.75% convertible senior notes, due October 15, 2018, and 9.2 million shares underlying Ciena's 4.0% convertible senior notes, due December 15, 2020.
Weighted average dilutive potential common shares outstanding used in calculating Adjusted (non-GAAP) diluted net income per common share for the third quarter of fiscal 2017 includes 1.4 million shares underlying certain stock options and restricted stock units, 1.7 million shares underlying Ciena's 0.875% convertible senior notes, which were paid at maturity during the third quarter of fiscal 2017, 17.4 million shares underlying Ciena's "Original" 3.75% convertible senior notes, due October 15, 2018 and 9.2 million shares underlying Ciena's 4.0% convertible senior notes, due December 15, 2020.
2.
The calculation of Adjusted (non-GAAP) diluted net income per common share for the third quarter of fiscal 2018 requires adding back interest expense of approximately $0.5 million associated with Ciena's "Original" 3.75% convertible senior notes, due October 15, 2018 and approximately $2.1 million associated with Ciena's 4.0% convertible senior notes, due December 15, 2020 to the Adjusted (non-GAAP) net income in order to derive the numerator for the Adjusted earnings per common share calculation.    
The calculation of Adjusted (non-GAAP) diluted net income per common share for the third quarter of fiscal 2017 requires adding back interest expense of approximately $0.2 million associated with Ciena's 0.875% convertible senior notes, which were paid at maturity during the third quarter of fiscal 2017, approximately $2.2 million associated with Ciena's "Original" 3.75% convertible senior notes, due October 15, 2018 and approximately $1.8 million associated with Ciena's 4.0% convertible senior notes, due December 15, 2020 to the Adjusted (non-GAAP) net income in order to derive the numerator for the Adjusted earnings per common share calculation.





APPENDIX B - Calculation of EBITDA and Adjusted EBITDA (unaudited)
 
 
 
 
 
 
 
 
 
Quarter Ended July 31,
 
 
2018
 
2017
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)
 
 
 
 
Net income (GAAP)
 
$
50,840

 
$
60,010

Add: Interest expense
 
13,611

 
13,415

Less: Interest and other income (loss), net
 
(1,543
)
 
(848
)
Add: Provision for income taxes
 
19,280

 
7,726

Add: Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements
 
21,704

 
20,325

Add: Amortization of intangible assets
 
6,371

 
6,254

EBITDA
 
$
113,349

 
$
108,578

Add: Shared-based compensation cost
 
12,337

 
12,013

Add: Significant asset impairments and restructuring costs
 
6,359

 
2,203

Add: Acquisition and integration costs
 
1,333

 

Add: Legal settlement
 
2,753

 

Adjusted EBITDA
 
$
136,131

 
$
122,794


* * *
The adjusted (non-GAAP) measures above and their reconciliation to Ciena's GAAP results for the periods presented reflect adjustments relating to the following items:
Share-based compensation - a non-cash expense incurred in accordance with share-based compensation accounting guidance.
Significant asset impairments and restructuring costs - costs incurred as a result of restructuring activities taken to align resources with perceived market opportunities.
Amortization of intangible assets - a non-cash expense arising from the acquisition of intangible assets, principally developed technologies and customer-related intangibles, that Ciena is required to amortize over its expected useful life.
Acquisition and integration costs - consist of financial, legal and accounting advisors' costs and severance and other employment-related costs related to Ciena's recent acquisition of Packet Design. Ciena does not believe that these costs are reflective of its ongoing operating expense following its completion of these integration activities.
Legal settlement - costs incurred as a result of a settlement associated with a commercial dispute with a former vendor.
Non-cash interest expense - a non-cash debt discount expense amortized as interest expense during the term of Ciena's 4.0% senior convertible notes due December 15, 2020 relating to the required separate accounting of the equity component of these convertible notes.
Non-GAAP tax provision - consists of current and deferred income tax expense commensurate with the level of adjusted income before income taxes and utilizes a current, blended U.S. and foreign statutory annual tax rate of 25.87% for the third fiscal quarter of 2018, and 36.5% for the third fiscal quarter of 2017. This rate may be subject to change in the future, including as a result of changes in tax policy or tax strategy.