UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) |
June 8, 2011 |
Ciena Corporation |
(Exact Name of Registrant as Specified in Its Charter) |
Delaware |
(State or Other Jurisdiction of Incorporation) |
0-21969 |
23-2725311 |
(Commission File Number) |
(IRS Employer Identification No.) |
1201 Winterson Road, Linthicum, MD |
21090 |
|
(Address of Principal Executive Offices) | (Zip Code) |
(410) 865-8500 |
(Registrant’s Telephone Number, Including Area Code) |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 – RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On June 8, 2011, Ciena Corporation (“Ciena”) issued a press release
announcing its financial results for its second fiscal quarter ended
April 30, 2011. The text of the press release is furnished as Exhibit
99.1 to this Report. The information in this Report shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that
section, and shall not be incorporated by reference into any
registration statement pursuant to the Securities Act of 1933, as
amended.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is being filed herewith:
Exhibit Number |
Description of Document |
|
Exhibit 99.1 | Text of Press Release dated June 8, 2011, issued by Ciena Corporation, reporting results of operations for its second fiscal quarter ended April 30, 2011 |
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.
Ciena Corporation |
|||
|
|||
Date: |
June 8, 2011 |
By: |
/S/ David M. Rothenstein |
David M. Rothenstein |
|||
Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
Ciena Reports Unaudited Fiscal Second Quarter 2011 Results
Successfully completes critical integration milestones
LINTHICUM, Md.--(BUSINESS WIRE)--June 8, 2011--Ciena® Corporation (NASDAQ: CIEN), the network specialist, today announced unaudited financial results for its fiscal second quarter ended April 30, 2011.
For the fiscal second quarter 2011, Ciena reported revenue of $417.9 million.
On the basis of generally accepted accounting principles (GAAP), Ciena's net loss for the fiscal second quarter 2011 was $(62.7) million, or $(0.66) per common share, which compares to a GAAP net loss of $(90.0) million, or $(0.97) per common share, for the fiscal second quarter 2010.
Ciena's adjusted (non-GAAP) net loss for the fiscal second quarter 2011 was $(22.4) million, or $(0.24) per common share, which compares to an adjusted (non-GAAP) net loss of $(11.7) million, or $(0.13) per common share for the fiscal second quarter 2010. Reconciliations between the GAAP and adjusted (non-GAAP) measures contained in this release are provided in the tables in Appendix A.
“Momentum continues to be strong across our business, as evidenced by high levels of customer engagement, additional design wins around the world and strong order flows,” said Gary Smith, president and CEO of Ciena.
Second Quarter 2011 Performance Summary
Organizational Alignment
Ciena today also announced several leadership changes designed to support the company’s next phase of growth and emphasize continued alignment between our product development activities and market demands.
These executive changes will become effective on August 1, 2011, the beginning of Ciena’s fiscal fourth quarter 2011.
Business Outlook
“Having successfully completed all of our critical integration milestones, we now have a strong foundation to optimize the business and gain additional operating leverage as we drive toward sustained profitability,” stated Smith. “We expect fiscal third quarter 2011 revenue to be in the range of $435 million to $455 million and adjusted gross margin to be in the low 40s range.”
Live Web Broadcast of Unaudited Fiscal Second Quarter 2011 Results
Ciena will host a discussion of its unaudited fiscal second quarter 2011 results with investors and financial analysts today, Wednesday, June 8, 2011 at 8:30 a.m. (Eastern). The live broadcast of the discussion will be available via Ciena's homepage at http://www.ciena.com/. An archived version of the discussion will be available shortly following the conclusion of the live broadcast on the Investor Relations page of Ciena's website at: www.ciena.com/investors.
About Ciena
Ciena is the network specialist. We collaborate with customers worldwide to unlock the strategic potential of their networks and fundamentally change the way they perform and compete. With focused innovation, Ciena brings together the reliability and capacity of optical networking with the flexibility and economics of Ethernet, unified by a software suite that delivers the industry’s leading network automation. We routinely post recent news, financial results and other important announcements and information about Ciena on our website. For more information, visit www.ciena.com.
Notes to Investors
Forward-looking statements. This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. These statements are based on information available to the Company as of the date hereof. Ciena's actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in its Report on Form 10-Q, which Ciena filed with the Securities and Exchange Commission on March 10 2011. 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: “Momentum continues to be strong across our business…”; We expect fiscal third quarter 2011 revenue to be in the range of $435 million to $455 million and adjusted gross margin to be in the low 40s range.” Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
Non-GAAP Presentation of Quarterly Results. This release includes non-GAAP measures of Ciena’s gross profit, operating expenses, income from operations, 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. For a complete GAAP to non-GAAP reconciliation of the non-GAAP measures contained in this release, see Appendix A.
*'Nortel' is a trademark of Nortel Networks, used under license by Ciena.
CIENA CORPORATION | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
(in thousands, except per share data) | ||||||||
(unaudited) | ||||||||
Quarter Ended April 30, | ||||||||
2010 | 2011 | |||||||
Revenue: | ||||||||
Products | $ | 206,420 | $ | 336,026 | ||||
Services | 47,051 | 81,868 | ||||||
Total revenue | 253,471 | 417,894 | ||||||
Cost of goods sold: | ||||||||
Products | 118,221 | 202,665 | ||||||
Services | 30,308 | 49,396 | ||||||
Total cost of goods sold | 148,529 | 252,061 | ||||||
Gross profit | 104,942 | 165,833 | ||||||
Operating expenses: | ||||||||
Research and development | 71,142 | 99,624 | ||||||
Selling and marketing | 45,328 | 61,768 | ||||||
General and administrative | 21,503 | 32,480 | ||||||
Acquisition and integration costs | 39,221 | 10,741 | ||||||
Amortization of intangible assets | 17,121 | 13,674 | ||||||
Restructuring costs | 1,849 | 3,164 | ||||||
Total operating expenses | 196,164 | 221,451 | ||||||
Loss from operations | (91,222 | ) | (55,618 | ) | ||||
Interest and other income (loss), net | 3,748 | 4,229 | ||||||
Interest expense | (4,113 | ) | (9,406 | ) | ||||
Loss before income taxes | (91,587 | ) | (60,795 | ) | ||||
Provision (benefit) for income taxes | (1,578 | ) | 1,891 | |||||
Net loss | $ | (90,009 | ) | $ | (62,686 | ) | ||
Basic net loss per common share | $ | (0.97 | ) | $ | (0.66 | ) | ||
Diluted net loss per potential common share | $ | (0.97 | ) | $ | (0.66 | ) | ||
Weighted average basic common shares outstanding | 92,614 | 95,360 | ||||||
Weighted average dilutive potential common shares outstanding | 92,614 | 95,360 | ||||||
CIENA CORPORATION | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
(in thousands, except share data) | ||||||||
(unaudited) | ||||||||
ASSETS | ||||||||
October 31, | April 30, | |||||||
Current assets: | 2010 | 2011 | ||||||
Cash and cash equivalents | $ | 688,687 | $ | 506,840 | ||||
Accounts receivable, net | 343,582 | 391,330 | ||||||
Inventories | 261,619 | 285,696 | ||||||
Prepaid expenses and other | 147,680 | 139,536 | ||||||
Total current assets | 1,441,568 | 1,323,402 | ||||||
Long-term investments | - | 50,098 | ||||||
Equipment, furniture and fixtures, net | 120,294 | 126,399 | ||||||
Other intangible assets, net | 426,412 | 369,775 | ||||||
Other long-term assets | 129,819 | 135,210 | ||||||
Total assets | $ | 2,118,093 | $ | 2,004,884 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 200,617 | $ | 178,747 | ||||
Accrued liabilities | 193,994 | 190,618 | ||||||
Deferred revenue | 75,334 | 99,187 | ||||||
Total current liabilities | 469,945 | 468,552 | ||||||
Long-term deferred revenue | 29,715 | 24,861 | ||||||
Other long-term obligations | 16,435 | 19,232 | ||||||
Convertible notes payable | 1,442,705 | 1,442,534 | ||||||
Total liabilities | 1,958,800 | 1,955,179 | ||||||
Commitments and contingencies | ||||||||
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; 94,060,300 and 95,659,218 shares issued and outstanding | 941 | 957 | ||||||
Additional paid-in capital | 5,702,137 | 5,728,532 | ||||||
Accumulated other comprehensive income | 1,062 | 6,805 | ||||||
Accumulated deficit | (5,544,847 | ) | (5,686,589 | ) | ||||
Total stockholders' equity | 159,293 | 49,705 | ||||||
Total liabilities and stockholders' equity | $ | 2,118,093 | $ | 2,004,884 | ||||
CIENA CORPORATION | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
(in thousands) | ||||||||
(unaudited) | ||||||||
Six Months Ended April 30, | ||||||||
2010 | 2011 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (143,342 | ) | $ | (141,742 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Amortization of premium (discount) on marketable securities | 575 | (12 | ) | |||||
Change in fair value of embedded redemption feature | (6,640 | ) | (9,160 | ) | ||||
Depreciation of equipment, furniture and fixtures, and amortization of leasehold improvements | 13,543 | 29,367 | ||||||
Share-based compensation costs | 16,799 | 18,886 | ||||||
Amortization of intangible assets | 33,618 | 56,637 | ||||||
Provision for inventory excess and obsolescence | 7,100 | 6,413 | ||||||
Provision for warranty | 8,847 | 5,646 | ||||||
Other | 1,037 | 3,474 | ||||||
Changes in assets and liabilities, net of effect of acquisition: | ||||||||
Accounts receivable | (53,255 | ) | (48,351 | ) | ||||
Inventories | (38,250 | ) | (30,490 | ) | ||||
Prepaid expenses and other | 4,944 | 963 | ||||||
Accounts payable, accruals and other obligations | 84,831 | (26,078 | ) | |||||
Deferred revenue | (3,043 | ) | 18,999 | |||||
Net cash used in operating activities | (73,236 | ) | (115,448 | ) | ||||
Cash flows used in investing activities: | ||||||||
Payments for equipment, furniture, fixtures and intellectual property | (18,275 | ) | (29,420 | ) | ||||
Restricted cash | (9,046 | ) | (11,853 | ) | ||||
Purchase of available for sale securities | (63,591 | ) | (49,894 | ) | ||||
Proceeds from maturities of available for sale securities | 424,841 | - | ||||||
Proceeds from sales of available for sale securities | 179,380 | - | ||||||
Acquisition of business | (711,932 | ) | - | |||||
Receipt of contingent consideration related to business acquisition | - | 16,394 | ||||||
Net cash used in investing activities | (198,623 | ) | (74,773 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of 4.0% convertible notes payable, net | 369,660 | - | ||||||
Proceeds from issuance of common stock and warrants | 831 | 7,525 | ||||||
Net cash provided by financing activities | 370,491 | 7,525 | ||||||
Effect of exchange rate changes on cash and cash equivalents | (108 | ) | 849 | |||||
Net increase (decrease) in cash and cash equivalents | 98,632 | (182,696 | ) | |||||
Cash and cash equivalents at beginning of period | 485,705 | 688,687 | ||||||
Cash and cash equivalents at end of period | $ | 584,229 | $ | 506,840 | ||||
Supplemental disclosure of cash flow information | ||||||||
Cash paid during the period for interest | $ | 2,560 | $ | 16,411 | ||||
Cash paid (refunded) during the period for income taxes, net | $ | 1,294 | $ | (231 | ) | |||
Non-cash investing and financing activities | ||||||||
Purchase of equipment in accounts payable | $ | 649 | $ | 3,242 | ||||
Debt issuance costs in accrued liabilities | $ | 5,021 | $ | - | ||||
Fixed assets acquired under capital leases | $ | - | $ | 1,401 | ||||
APPENDIX A - Reconciliation of Adjusted (Non- GAAP) Quarterly Measurements | ||||||||
Quarter Ended April 30, |
||||||||
2010 | 2011 | |||||||
Gross Profit Reconciliation (GAAP/non-GAAP) | ||||||||
GAAP gross profit | $ | 104,942 | $ | 165,833 | ||||
Share-based compensation-products | 548 | 505 | ||||||
Share-based compensation-services | 453 | 502 | ||||||
Amortization of intangible assets | 2,356 | 5,827 | ||||||
Fair value adjustment of acquired inventory | 9,653 | - | ||||||
Product rationalization charges | 6,572 | - | ||||||
Total adjustments related to gross profit | 19,582 | 6,834 | ||||||
Adjusted (non-GAAP) gross profit | $ | 124,524 | $ | 172,667 | ||||
Adjusted (non-GAAP) gross profit percentage | 49.13 | % | 41.32 | % | ||||
Operating Expense Reconciliation (GAAP/non-GAAP) | ||||||||
GAAP operating expense | $ | 196,164 | $ | 221,451 | ||||
Share-based compensation-research and development | 2,259 | 2,597 | ||||||
Share-based compensation-sales and marketing | 2,665 | 3,143 | ||||||
Share-based compensation-general and administrative | 2,300 | 2,140 | ||||||
Acquisition and integration costs | 39,221 | 10,741 | ||||||
Amortization of intangible assets | 17,121 | 13,674 | ||||||
Restructuring costs | 1,849 | 3,164 | ||||||
Total adjustments related to operating expense | 65,415 | 35,459 | ||||||
Adjusted (non-GAAP) operating expense | $ | 130,749 | $ | 185,992 | ||||
Loss from Operations Reconciliation (GAAP/non-GAAP) | ||||||||
GAAP loss from operations | $ | (91,222 | ) | $ | (55,618 | ) | ||
Total adjustments related to gross profit | 19,582 | 6,834 | ||||||
Total adjustments related to operating expense | 65,415 | 35,459 | ||||||
Adjusted (non-GAAP) loss from operations | $ | (6,225 | ) | $ | (13,325 | ) | ||
Adjusted (non-GAAP) operating margin percentage | -2.46 | % | -3.19 | % | ||||
Net Loss Reconciliation (GAAP/non-GAAP) | ||||||||
GAAP net loss | $ | (90,009 | ) | $ | (62,686 | ) | ||
Total adjustments related to gross profit | 19,582 | 6,834 | ||||||
Total adjustments related to operating expense | 65,415 | 35,459 | ||||||
Change in fair value of embedded redemption feature | (6,640 | ) | (2,030 | ) | ||||
Adjusted (non-GAAP) net loss | $ | (11,652 | ) | $ | (22,423 | ) | ||
Weighted average basic common shares outstanding | 92,614 | 95,360 | ||||||
Weighted average basic common and dilutive | ||||||||
92,614 | 95,360 | |||||||
Net Loss per Common Share | ||||||||
GAAP diluted net loss per common share | $ | (0.97 | ) | $ | (0.66 | ) | ||
Adjusted (non-GAAP) diluted net loss per common share | $ | (0.13 | ) | $ | (0.24 | ) | ||
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:
CONTACT:
Ciena Corporation
Press:
Nicole
Anderson, 410-694–5786
pr@ciena.com
or
Investors:
Gregg
Lampf, 888-243–6223
ir@ciena.com