EX-99.2 4 w55124exv99w2.htm EXHIBIT 99.2 exv99w2
Exhibit 99.2
CIENA CORPORATION
PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
     The following unaudited pro forma condensed combined consolidated balance sheet as of October 31, 2007 and the unaudited pro forma condensed combined consolidated statement of operations for the year ended October 31, 2007 are derived from the historical financial statements of Ciena Corporation (“Ciena”) and World Wide Packets, Inc. (“World Wide Packets” or “WWP”) and have been prepared to give effect to Ciena’s acquisition of World Wide Packets on March 3, 2008, as more fully described in Note 1 below (the “Acquisition”). The unaudited pro forma condensed combined consolidated balance sheet is presented as if the Acquisition had occurred as of the balance sheet date. The unaudited pro forma condensed combined consolidated statement of operations is presented as if the Acquisition had occurred on November 1, 2006, the first day of Ciena’s fiscal 2007.
     Because Ciena and World Wide Packets had different fiscal year end dates, the unaudited pro forma condensed combined consolidated balance sheet as of October 31, 2007 is presented based on Ciena’s fiscal year ended October 31, 2007 and World Wide Packets’ fiscal year ended December 31, 2007. The unaudited pro forma condensed combined consolidated statement of operations for the year ended October 31, 2007 is presented based on Ciena’s fiscal year ended October 31, 2007 and World Wide Packets’ fiscal year ended December 31, 2007. The historical financial statements have been adjusted as described in Note 4 below.
     The Acquisition has been accounted for under the purchase method of accounting which requires the total purchase price to be allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price of over the amounts assigned to tangible or intangible assets acquired and liabilities assumed is recognized as goodwill.
     The following pro forma financial statements have been prepared for illustrative purposes only and do not purport to reflect the results the combined company may achieve in future periods or the historical results that would have been obtained. These unaudited pro forma condensed combined consolidated financial statements, including the notes hereto, should be read in conjunction with (i) the historical consolidated financial statements for Ciena included in its Form 10-K filed on December 27, 2007 and its Form 10-Q filed on March 7, 2008; and (ii) the historical financial statements of World Wide Packets included as Exhibit 99.1 to Ciena’s Form 8-K/A dated May 12, 2008 (amending the Form 8-K dated March 3, 2008 and filed on March 5, 2008).

 


 

CIENA CORPORATION
PRO FROMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
UNAUDITED
(in thousands)
                                 
    Historical     Pro Forma  
    Ciena     WWP        
    October 31,     December 31,              
    2007     2007     Adjustments     Combined  
ASSETS
                               
Current assets:
                               
Cash and cash equivalents
  $ 892,061     $ 5,183     $ (210,698 ) (a)   $ 686,546  
Short-term investments
    822,185                   822,185  
Accounts receivable, net
    104,078       6,764             110,842  
Inventories
    102,618       6,794       3,737  (b)     113,149  
Deferred cost of sales
          6,276       (6,276 ) (c)      
Prepaid expenses and other
    47,817       1,494             49,311  
 
                       
Total current assets
    1,968,759       26,511       (213,237 )     1,782,033  
Long-term investments
    33,946                   33,946  
Equipment, furniture and fixtures, net
    46,671       3,205             49,876  
Goodwill
    232,015             215,778  (d)     447,793  
Other intangible assets, net
    67,144             63,400  (e)     130,544  
Other long-term assets
    67,738       425             68,163  
 
                       
Total assets
  $ 2,416,273     $ 30,141     $ 65,941     $ 2,512,355  
 
                       
 
                               
LIABILITIES AND STOCKHOLDERS’ EQUITY
                               
 
                               
Current liabilities:
                               
Accounts payable
  $ 55,389     $ 5,848     $     $ 61,237  
Accrued liabilities
    90,922       3,093             94,015  
Restructuring liabilities
    1,026                   1,026  
Income taxes payable
    7,768                   7,768  
Deferred revenue
    33,025       12,660       (11,500 ) (c)     34,185  
Current portion of long-term debt
          7,108             7,108  
Convertible notes payable
    542,262                   542,262  
 
                       
Total current liabilities
    730,392       28,709       (11,500 )     747,601  
Long-term deferred revenue
    30,615                   30,615  
Long-term restructuring liabilities
    3,662                   3,662  
Other long-term obligations
    1,450       2,046             3,496  
Long-term debt
          4,556             4,556  
Convertible notes payable
    800,000                   800,000  
 
                       
Total liabilities
    1,566,119       35,311       (11,500 )     1,589,930  
 
                       
Commitments and contingencies
                               
Stockholders’ equity:
                               
Preferred stock
          68,340       (68,340 ) (f)      
Common stock
    868       1       24  (g)     893  
Additional paid-in capital
    5,519,741       90,700       (18,454 ) (h)     5,591,987  
Changes in unrealized gains (losses) on investments, net
    350       (10 )     10  (i)     350  
Translation adjustment
    (1,593 )     23       (23 ) (j)     (1,593 )
Accumulated deficit
    (4,669,212 )     (164,224 )     164,224  (k)     (4,669,212 )
 
                       
Total stockholders’ equity
    850,154       (5,170 )     77,441       922,425  
 
                       
Total liabilities and stockholders’ equity
  $ 2,416,273     $ 30,141     $ 65,941     $ 2,512,355  
 
                       
The accompanying notes are an integral part of these unaudited pro forma condensed combined consolidated financial statements.

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CIENA CORPORATION
PRO FROMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
UNAUDITED
(in thousands, except per share data)
                                 
    Historical     Pro Forma  
    Ciena     WWP              
    October 31,     December 31,              
    2007     2007     Adjustments     Combined  
Revenue:
                               
Products
  $ 695,289     $ 22,554     $     $ 717,843  
Services
    84,480                   84,480  
 
                       
Total Revenue
    779,769       22,554             802,323  
 
                       
Costs:
                               
Products
    337,866       14,423       509 (l)     352,798  
Services
    79,634                   79,634  
 
                       
Total cost of goods sold
    417,500       14,423       509       432,432  
 
                       
Gross profit
    362,269       8,131       (509 )     369,891  
 
                       
Operating expenses:
                               
Research and development
    127,296       16,818       2,674 (l)     146,788  
Selling and marketing
    118,015       10,027       1,433 (l)     129,475  
General and administrative
    50,262       4,935       713 (l)     55,910  
Amortization of intangible assets
    25,350             14,267 (m)     39,617  
Restructuring recoveries
    (2,435 )                 (2,435 )
Gain on lease settlement
    (4,871 )                 (4,871 )
Recovery of doubtful accounts, net
    (14 )                 (14 )
 
                       
Total operating expenses
    313,603       31,780       19,087       364,470  
 
                       
Income (loss) from operations
    48,666       (23,649 )     (19,596 )     5,421  
Interest and other income, net
    76,483       204       (11,167 )(n)     65,520  
Interest expense
    (26,996 )     (1,541 )           (28,537 )
Gain on equity investments, net
    592                   592  
Loss, other than termporary, on marketable debt investments
    (13,013 )                 (13,013 )
 
                       
Income (loss) before income taxes
    85,732       (24,986 )     (30,763 )     29,983  
Provision for income tax
    2,944                     2,944  
 
                       
Net income (loss)
  $ 82,788     $ (24,986 )   $ (30,763 )   $ 27,039  
 
                       
 
Basic net income per common share
  $ 0.97                     $ 0.31  
 
                       
 
Diluted net income per dilutive potential common share
  $ 0.87                     $ 0.30  
 
                       
 
Weighted average basic common shares
    85,525               2,465       87,990  
 
                       
 
Weighted average dilutive potential common shares
    99,604               2,932       102,536  
 
                       
The accompanying notes are in integral part of these unaudited pro forma condensed combined consolidated financial statements.

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CIENA CORPORATION
NOTES TO
PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) BASIS OF PRO FORMA PRESENTATION
     On March 3, 2008, Ciena completed its Acquisition of World Wide Packets, pursuant to the terms of an Agreement and Plan of Merger dated January 22, 2008 (the “Merger Agreement”) by and among Ciena, World Wide Packets, Wolverine Acquisition Subsidiary, Inc., a wholly owned subsidiary of Ciena (“Merger Sub”), and Daniel Reiner, as Stockholders’ Representative. Pursuant to the Merger Agreement, on March 3, 2008, Merger Sub was merged with and into World Wide Packets, with World Wide Packets continuing as the surviving corporation and a wholly owned subsidiary of Ciena. World Wide Packets is a supplier of communications network equipment that enables the cost-effective delivery of a wide variety of Carrier Ethernet-based services. Prior to the Acquisition, World Wide Packets was a privately held company.
     Upon the closing of the Acquisition, all of the outstanding shares of World Wide Packets common stock and preferred stock were exchanged for approximately 2.5 million shares of Ciena common stock and approximately $196.7 million in cash. Of this amount, $20.0 million in cash and 340,000 shares of Ciena common stock were placed into escrow for a period of one year as security for the indemnification obligations of World Wide Packets’ stockholders under the Merger Agreement. Upon the closing, Ciena also assumed all then outstanding World Wide Packets options and exchanged them for options to acquire approximately 0.9 million shares of Ciena common stock.
     The unaudited pro forma condensed combined consolidated balance sheet as of October 31, 2007 and the unaudited pro forma condensed combined consolidated statement of operations for the year ended October 31, 2007 are based on the historical financial statements of Ciena and World Wide Packets, after giving the effect to the Acquisition. The unaudited pro forma condensed combined consolidated balance sheet is presented as if the Acquisition had occurred as of the balance sheet date. The unaudited pro forma condensed combined consolidated statement of operations is presented as if the Acquisition had occurred on November 1, 2006, the first day of Ciena’s fiscal 2007.
     Because Ciena and World Wide Packets had different fiscal year end dates, the unaudited pro forma condensed combined consolidated balance sheet as of October 31, 2007 is presented based on Ciena’s fiscal year ended October 31, 2007 and World Wide Packets’ fiscal year ended December 31, 2007. The unaudited pro forma condensed combined consolidated statement of operations for the year ended October 31, 2007 is presented based on Ciena’s fiscal year ended October 31, 2007 and World Wide Packets’ fiscal year ended December 31, 2007.
     The pro forma financial statements have been prepared for illustrative purposes only and do not purport to reflect the results that the combined company may achieve in future periods or the historical results that would have been obtained.
(2) PRELIMINARY PURCHASE PRICE
     The following table summarizes the preliminary purchase price for the Acquisition (in thousands):

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    Amount  
Cash
  $ 196,668  
Acquisition-related costs
    14,030  
Value of common stock issued
    62,359  
Fair value of vested options assumed
    9,912  
 
     
Total purchase price
  $ 282,969  
 
     
     The purchase price is preliminary and is subject to adjustment and may vary from the actual purchase price that will be recorded. The value of Ciena common stock issued in the Acquisition is based on the average closing price of Ciena’s common stock for the two trading days prior to, the date of, and the two trading days after the announcement of the Acquisition. The fair value of the vested options assumed was determined using the Black-Scholes option-pricing model.
(3) PRELIMINARY PURCHASE PRICE ALLOCATION
     The following table summarizes the preliminary purchase price allocation based on estimated fair value of the assets acquired and liabilities assumed as of pro forma balance sheet date (in thousands):
         
    Amount  
Cash, cash equivalents, long and short-term investments
  $ 5,183  
Accounts receivable
    6,764  
Inventory
    10,531  
Equipment, furniture and fixtures
    3,205  
Other tangible assets
    1,919  
Developed technology
    39,200  
Covenants not to compete
    3,100  
Contracts, customer relationships and purchase orders
    20,500  
Other identified intangibles
    600  
Goodwill
    215,778  
Accounts payable and accrued liabilities
    (12,147 )
Promissory notes and loans payable
    (11,664 )
 
     
Total purchase price allocation
  $ 282,969  
 
     
     The Acquisition has been accounted for under the purchase method of accounting which requires the total purchase price to be allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price of over the amounts assigned to tangible or intangible assets acquired and liabilities assumed is recognized as goodwill. The purchase price has been allocated using information currently available and is therefore preliminary and subject to adjustment. Ciena may adjust the preliminary purchase price allocation after obtaining additional information regarding, among other things, asset valuations, liabilities assumed and revisions of previous estimates.
     Developed technology represents purchased technology that has reached technological feasibility and for which World Wide Packets had substantially completed development as of the date of Acquisition. The fair value of developed technology is determined using future discounted cash flows related to the developed technology’s projected income streams for a discrete projection period. Cash flows are discounted to their present value. Developed technology will be amortized on a straight line basis over its estimated useful life of 4 years to 6 years.
     Covenants not to compete represent agreements entered into with key employees of World Wide Packets, are expected to have estimated useful lives of 3.5 years, and will be amortized on a straight-line basis.

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     Contracts, customer relationships and purchase orders represent agreements with existing World Wide Packets customers and are expected to have estimated useful lives of 4 months to 6 years.
     Goodwill represents the excess purchase price over the amounts assigned to tangible or identifiable intangible assets acquired and liabilities assumed from World Wide Packets. Ciena performs a goodwill impairment test on an annual basis and between annual tests in certain circumstances as described in “Management’s Discussion and Analysis — Critical Accounting Policies and Estimates” in its most recent quarterly report on Form 10-Q
(4) PRO FORMA ADJUSTMENTS
     The unaudited pro forma condensed combined consolidated financial statements presented reflect the following pro forma adjustments:
  (a)   To record payments of cash as follows (in thousands):
         
    Amount  
Cash paid to WWP shareholders in Acquisition
  $ (196,668 )
Acquisition-related costs
    (14,030 )
 
     
Total adjustment to cash and cash equivalents
  $ (210,698 )
 
     
  (b)   To record inventories purchased as part of the Acquisition at estimated selling prices less the sum of costs of disposal and a reasonable profit allowance for the selling effort.
 
  (c)   To record the acquisition of deferred cost of sales and deferred revenue for which Ciena had no remaining performance obligation following the Acquisition.
 
  (d)   To record goodwill resulting from the Acquisition.
 
  (e)   To record intangible assets identified in the Acquisition.
 
  (f)   To eliminate World Wide Packets’ historical preferred stock exchanged in Acquisition.
 
  (g)   To adjust common stock outstanding as follows (in thousands):
         
    Amount  
WWP historical common stock eliminated in Acquisition
  $ (1 )
Common stock issued to WWP shareholders in Acquisition
    25  
 
     
Total adjustment to common stock outstanding
  $ 24  
 
     
  (h)   To adjust additional paid-in capital resulting from Acquisition as follows (in thousands):
         
    Amount  
WWP historical paid-in capital eliminated
  $ (90,700 )
Paid-in capital resulting from the Acquisition
    72,246  
 
     
Total adjustment to additional paid-in capital
  $ (18,454 )
 
     
  (i)   To eliminate World Wide Packets historical changes in unrealized gains on investments, net.
 
  (j)   To eliminate World Wide Packets historical translation adjustment.
 
  (k)   To eliminate Word Wide Packets historical accumulated deficit.

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  (l)   To adjust costs of products and components of operating expense to reflect additional share-based compensation expense in accordance with SFAS 123(R) as follows (in thousands):
         
    Amount  
WWP historical SFAS 123(R) expense eliminated
  $ (308 )
SFAS 123(R) expense recorded for unvested options assumed in Acquisition
    5,637  
 
     
Total adjustment for SFAS 123(R) expense
  $ 5,329  
 
     
  (m)   To record amortization of intangible assets acquired in the Acquisition.
 
  (n)   To decrease interest income by applying Ciena’s average rate of return for the period and giving effect to the reduction in cash and cash equivalents resulting from the cash consideration and Acquisition-related expenses paid by Ciena in the Acquisition.
(5) PRO FORMA COMBINED NET INCOME PER SHARE
     Basic and dilutive shares outstanding increased by approximately 2.5 million shares as a result of the common stock issued in the Acquisition.
     Diluted shares outstanding include the dilutive effect of in-the-money options calculated based on the average share price using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that has not yet been recognized, and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares. The pro forma diluted shares outstanding increased by 0.5 million.

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