View:
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 1, 2006
--------------------------
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 1, 2006, Ciena Corporation issued a press release announcing its
financial results for the second quarter ended April 30, 2006. 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 1, 2006, issued by
Ciena Corporation, reporting its results of operations
for the second quarter ended April 30, 2006.
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 1, 2006 By: /S/ Russell B. Stevenson, Jr.
--------------------------------------
Russell B. Stevenson, Jr.
Senior Vice President, General Counsel
and Secretary
Exhibit 99.1
Ciena Reports Fiscal Second Quarter 2006 Results;
Delivers Continued Gross Margin Improvement and Ninth Quarter
of Sequential Revenue Growth
LINTHICUM, Md.--(BUSINESS WIRE)--June 1, 2006--Ciena(R)
Corporation (NASDAQ:CIEN), the network specialist, today announced
results for its fiscal second quarter 2006 ending April 30, 2006.
Revenue for the second quarter totaled $131.2 million, representing a
8.9% sequential increase from fiscal first quarter revenue of $120.4
million, and an increase of 26.3% over the same period a year ago when
the Company reported sales of $103.8 million. For the six months
ending April 30, 2006, Ciena reported revenue of $251.7 million,
representing an increase of 26.7% over revenue of $198.6 million for
the same six-month year-ago period.
"With persistent focus on executing our network specialist
strategy, we've been able to achieve the important milestone of
profitability on an as-adjusted basis in our fiscal second quarter and
are nearing breakeven on a GAAP basis while at the same time
delivering the industry-leading vision, functionality and service
Ciena's customers have come to expect," said Gary Smith, Ciena CEO and
president. "In addition to solid revenue growth, our fiscal second
quarter results benefited from continued gross margin improvement
resulting from our ongoing product and manufacturing-related cost
reductions as well as a favorable product mix in the quarter."
On the basis of generally accepted accounting principles (GAAP),
Ciena's net loss for the fiscal second quarter 2006 was $1.9 million,
or a net loss of $0.00 per share. This compares with a reported GAAP
net loss of $74.8 million, or a net loss of $0.13 per share, for the
same period a year ago. For the six-month period ended April 30, 2006,
Ciena's reported GAAP net loss was $8.2 million, or a net loss of
$0.01 per share. This compares to a GAAP net loss of $131.8 million,
or a net loss of $0.23 per share, for the same six-month year-ago
period.
Ciena's GAAP results for its fiscal second quarter 2006 include
$4.0 million of share-based compensation expense related to equity
based awards in accordance with Statement of Financial Accounting
Standards (SFAS) No. 123R, adopted by Ciena on November 1, 2005.
Fiscal year 2005's GAAP results do not include the impact of SFAS
123R.
Non-GAAP Presentation of Quarterly Results
In evaluating the operating performance of its business, Ciena's
management excludes certain charges and credits that are required by
GAAP. These items, which are identified in the table that follows (in
thousands except per share data), 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 the Company's control.
Quarter Quarter
Ended Ended
Apr. 30, 2005 Apr. 30, 2006
------------- -------------
Stock compensation product $ - $ 375
Stock compensation services - 205
Stock compensation research and
development 842 1,421
Stock compensation sales and marketing 2,447 948
Stock compensation general and
administrative 192 1,007
Amortization of intangible assets 10,204 6,295
Restructuring costs 9,765 3,014
Long-lived asset impairments (25) (3)
Recovery of doubtful accounts, net - (247)
Loss (gain) on lease settlement - (5,628)
Loss (gain) on equity investments, net 7,300 -
Loss (gain) on extinguishment of debt - (362)
Income tax adjustment 15,723 (1,550)
------------- -------------
Total adjustments $ 46,448 $ 5,475
============= =============
GAAP net loss $ (74,807) $ (1,910)
Adjustment for items above 46,448 5,475
------------- -------------
Adjusted (non-GAAP) net (loss) income $ (28,359) $ 3,565
============= =============
Weighted average basic common shares
outstanding 573,569 584,625
Weighted average basic common and dilutive
potential common shares outstanding 573,569 612,202
Adjusted (non-GAAP) net (loss) income per
share $ (0.05) $ 0.01
Adjusting Ciena's fiscal second quarter 2006 GAAP net loss of $1.9
million for the items noted above would have the effect of moving the
Company's quarterly results from a net loss of $1.9 million to net
income of $3.6 million. Likewise adjusting the fiscal second quarter's
per share results and using the higher weighted average basic common
and dilutive potential common shares outstanding share count of 612.2
million instead of the basic share count of 584.6 million due to the
transition from as-adjusted net loss to as-adjusted net income, would
bring the Company's GAAP net loss per share of $0.00 to as-adjusted
net income of $0.01 per share.
To aid investor's understanding of Ciena's results and the effect
of SFAS 123R-related share-based compensation expenses, the following
table summarizes the presentations of Ciena's financial results
covered in this press release for both the Company's fiscal second
quarter 2005 and fiscal second quarter 2006.
Periods prior to the Company's fiscal first quarter 2006 have not
been restated to reflect, and do not include, the impact of SFAS 123R.
Prior periods do include share-based compensation expense recognized
in accordance with Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees," as interpreted by
Financial Accounting Standards Board (FASB) Interpretation (FIN) No.
44.
(in thousands except per share data)
Q2 2005 Q2 2006
Net Net Income Net Net Income
Income (Loss) Income (Loss)
(Loss) per Share (Loss) per Share
--------- ---------- --------- ----------
GAAP
- ----
1. GAAP results as reported $(74,807) $ (0.13) $ (1,910) $ (0.00)
========= ========== ========= ==========
Non-GAAP
- --------
1. GAAP results less SFAS
123R-related share-
based compensation
expense N/A N/A $ 2,046 $ 0.00
========= ==========
2. GAAP results less APB
25-related share-based
compensation expense $(71,326) $ (0.12) N/A N/A
========= ==========
3. As-adjusted results
(excludes SFAS 123R
and APB 25-related
share-based
compensation expense
and other items as
defined in previous
table) $(28,359) $ (0.05) $ 3,565 $ 0.01
========= ========== ========= ==========
Second Quarter 2006 Performance Highlights
-- Delivered sequential revenue growth of 8.9% and year-over-year
revenue growth of 26.3%.
-- As a result of ongoing product- and manufacturing-related cost
reductions and favorable product mix in the quarter, delivered
overall gross margin of 48.0%, an improvement of more than 600
basis points from fiscal first quarter gross margin of 41.9%.
-- On April 10, 2006, completed a public offering of 0.25%
Convertible Senior Notes due May 1, 2013, in aggregate
principal amount of $300 million.
-- Ended the fiscal second quarter 2006 with cash and short- and
long-term investments of $1.2 billion.
Second Quarter 2006 Customer and Product Highlights
-- Announced that CoreStream(TM) Agility Optical Transmission
System had been selected for deployment in Telefonos de Mexico
S.A. de C.V.'s (TELMEX) nationwide long-distance network,
adding to Ciena's existing presence in the TELMEX
long-distance network, where for several years, Ciena's
CoreDirector(R) multiservice switch has been deployed.
-- Participated in a public, multi-vendor MPLS interoperability
demonstration at the MPLS World Congress with the DN 7000(TM)
series multiservice edge switches, demonstrating
interoperability of several MPLS standards implemented to
deliver protected quality of service-enabled converged
residential and business services.
-- With a steady increase in the adoption of Ciena's
FlexSelect(TM) Architecture among healthcare organizations,
including UC Davis Medical Center, Trinity Health (Novi,
Mich.), and The Children's Hospital in Denver, Ciena announced
its membership in the Healthcare Information and Management
Systems Society (HIMSS).
-- Teamed with Brocade to provide fully-tested Storage Area
Network (SAN) solutions over Metro and Wide Area Networks
using Ciena's CN 4200(TM) FlexSelect Advanced Services
Platform and its CN 2000(TM) Storage Extension Platform.
-- Announced Cox Communications, a multiservice broadband company
with more than 6.7 million customers, had certified Ciena's CN
4200 FlexSelect Advanced Services Platform for deployment in
its metro and regional networks to support the aggregation and
transport of residential voice, video and data services, as
well as business services.
-- Named preferred supplier of 10 Gigabit Ethernet (10GbE) dense
wavelength division multiplexing (DWDM) and SDH transport and
switching equipment by GlobalConnect, a Denmark-based telecom
infrastructure provider.
Business Outlook
"We continue to see indications that underlying demand drivers
like high-speed broadband access, wireless, and video are fueling the
need for capacity growth and a transition to next-generation
networks," said Smith. "We believe our role as the network specialist
and our practical vision for network migration, whether from TDM to
Ethernet, 2G to 3G, or Internet broadband to Triple Play, positions
Ciena to benefit from these market dynamics."
"We expect market demand will enable us to accelerate our revenue
growth in the second half of our fiscal year compared to the first
half," said Smith. "On a sequential basis, we expect our fiscal third
quarter revenue will increase in a range of between 7% to 10%
sequentially from our fiscal second quarter revenue."
Live Web Broadcast of Fiscal Second Quarter Results
Ciena will host a discussion of its fiscal second quarter results
with investors and financial analysts today, Thursday, June 1, 2006 at
8:30 a.m. (Eastern). The live broadcast of the discussion will be
available via Ciena's homepage at 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: http://www.ciena.com/investors/investors.htm.
NOTE TO INVESTORS
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; and 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 filed with the
Securities and Exchange Commission on March 3, 2006. 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:
we continue to see indications that underlying demand drivers like
high speed broadband access, wireless, and video are fueling the need
for capacity growth and a transition to next-generation networks; we
believe our role as the network specialist and our practical vision
for network migration, whether from TDM to Ethernet, 2G to 3G, or
Internet broadband to Triple Play, positions Ciena to benefit from
these market dynamics; we expect market demand will enable us to
accelerate our revenue growth in the second half of our fiscal year
compared to the first half; and on a sequential basis, we expect our
fiscal third quarter revenue will increase in a range of between 7% to
10% sequentially from our fiscal second quarter revenue. Ciena assumes
no obligation to update the information included in this press
release, whether as a result of new information, future events or
otherwise.
(Consolidated Balance Sheets, Statement of Operations and Cash
Flows follow)
CIENA CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
ASSETS (unaudited)
October 31, April 30,
Current assets: 2005 2006
----------- -----------
Cash and cash equivalents $ 358,012 $ 656,223
Short-term investments 579,531 433,488
Accounts receivable, net 72,786 76,599
Inventories, net 49,333 79,076
Prepaid expenses and other 37,867 40,521
----------- -----------
Total current assets 1,097,529 1,285,907
Long-term investments 155,944 133,019
Equipment, furniture and fixtures, net 28,090 26,908
Goodwill 232,015 232,015
Other intangible assets, net 120,324 105,799
Other long-term assets 41,327 36,490
----------- -----------
Total assets $1,675,229 $1,820,138
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 43,868 $ 41,893
Accrued liabilities 76,491 67,972
Restructuring liabilities 15,492 9,218
Unfavorable lease commitments 9,011 8,910
Income taxes payable 5,785 5,652
Deferred revenue 27,817 42,040
----------- -----------
Total current liabilities 178,464 175,685
Long-term deferred revenue 15,701 16,790
Long-term restructuring liabilities 54,285 21,668
Long-term unfavorable lease commitments 41,364 36,920
Other long-term obligations 1,296 2,035
Convertible notes payable 648,752 842,262
----------- -----------
Total liabilities 939,862 1,095,360
----------- -----------
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; 980,000,000
shares authorized; 580,340,947 and
587,644,732 shares issued and outstanding 5,803 5,876
Additional paid-in capital 5,489,613 5,483,086
Deferred stock compensation (2,286) -
Changes in unrealized gains on investments,
net (4,673) (2,866)
Translation adjustment (495) (522)
Accumulated deficit (4,752,595) (4,760,796)
----------- -----------
Total stockholders' equity 735,367 724,778
----------- -----------
Total liabilities and stockholders' equity $1,675,229 $1,820,138
=========== ===========
CIENA CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Quarter Ended Six Months Ended
April 30, April 30,
--------------------- ---------------------
2005 2006 2005 2006
---------- ---------- ---------- ----------
Revenues:
Products $ 91,618 $ 117,208 $ 173,918 $ 223,149
Services 12,228 13,967 24,676 28,456
---------- ---------- ---------- ----------
Total revenue 103,846 131,175 198,594 251,605
---------- ---------- ---------- ----------
Costs:
Products 65,843 58,957 126,691 119,356
Services 10,837 9,312 20,506 18,888
---------- ---------- ---------- ----------
Total cost of goods sold 76,680 68,269 147,197 138,244
---------- ---------- ---------- ----------
Gross profit 27,166 62,906 51,397 113,361
---------- ---------- ---------- ----------
Operating expenses:
Research and development 35,608 28,856 70,270 58,318
Selling and marketing 29,648 26,657 56,488 53,229
General and
administrative 8,894 11,246 16,550 21,142
Amortization of
intangible assets 10,204 6,295 20,615 12,590
Restructuring costs 9,765 3,014 10,890 5,029
Long-lived asset
impairments (25) (3) 159 (6)
Recovery of doubtful
accounts, net - (247) - (2,851)
Gain on lease settlement - (5,628) - (11,648)
---------- ---------- ---------- ----------
Total operating
expenses 94,094 70,190 174,972 135,803
---------- ---------- ---------- ----------
Loss from operations (66,928) (7,284) (123,575) (22,442)
Interest and other income,
net 7,103 11,197 14,536 20,459
Interest expense (7,230) (5,815) (14,456) (11,868)
Gain (loss) on equity
investments, net (7,300) - (7,278) (733)
Gain on extinguishment of
debt - 362 - 7,052
---------- ---------- ---------- ----------
Loss before income taxes (74,355) (1,540) (130,773) (7,532)
Provision for income taxes 452 370 1,029 669
---------- ---------- ---------- ----------
Net loss $ (74,807) $ (1,910) $(131,802) $ (8,201)
========== ========== ========== ==========
Basic and diluted net loss
per common share and
dilutive potential common
share $ (0.13) $ (0.00) $ (0.23) $ (0.01)
========== ========== ========== ==========
Weighted average basic
common and dilutive
potential common shares
outstanding 573,569 584,625 572,674 582,759
========== ========== ========== ==========
CIENA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended
April 30,
---------------------
2005 2006
---------- ----------
Cash flows from operating activities:
Net loss $(131,802) $ (8,201)
Adjustments to reconcile net loss to net cash
used in operating activities:
Early extinguishment of debt - (7,052)
Amortization of premium on marketable
securities 9,265 1,955
Non-cash loss from equity investments 159 733
Non-cash impairment of long-lived assets 7,278 -
Depreciation and amortization of leasehold
improvements 16,292 9,691
Stock compensation 5,528 8,118
Amortization of intangibles 22,549 14,525
Provision for inventory excess and
obsolescence 2,695 4,376
Provision for warranty and other contractual
obligations 5,802 6,815
Other 1,510 1,280
Changes in assets and liabilities:
Accounts receivable (20,604) (3,813)
Inventories (570) (34,119)
Prepaid expenses and other 598 5,264
Accounts payable, accrued liabilities and
other obligations (8,437) (60,318)
Income taxes payable 815 (133)
Deferred revenue 9,014 15,312
---------- ----------
Net cash used in operating activities (79,908) (45,567)
---------- ----------
Cash flows from investing activities:
Additions to equipment, furniture, fixtures
and intellectual property (6,457) (8,531)
Proceeds from sale of equipment, furniture and
fixtures 239 -
Restricted cash (690) 1,837
Purchases of available for sale securities (316,529) (130,837)
Maturities of available for sale securities 453,050 299,657
Minority equity investments, net (2,043) -
---------- ----------
Net cash provided by investing activities 127,570 162,126
---------- ----------
Cash flows from financing activities:
Proceeds from issuance of 0.25% convertible
senior notes payable - 300,000
Repurchase of 3.75% convertible notes payable - (98,410)
Debt issuance costs - (7,652)
Purchase of call spread option - (28,457)
Proceeds from issuance of common stock 4,799 16,171
Repayment of notes receivable from
stockholders 48 -
---------- ----------
Net cash provided by financing activities 4,847 181,652
---------- ----------
Net increase in cash and cash equivalents 52,509 298,211
Cash and cash equivalents at beginning of period 185,868 358,012
---------- ----------
Cash and cash equivalents at end of period $ 238,377 $ 656,223
========== ==========
Appendix A
The adjustments management makes in analyzing Ciena's second
quarter 2006 GAAP results are as follows:
-- Stock compensation costs - As of November 1, 2005, Ciena
adopted SFAS 123R. In accordance with the modified
prospective application transition method, Ciena's
consolidated financial statements for prior periods have not
been restated to reflect, and do not include, the impact of
SFAS 123R. Prior periods do include share-based compensation
expense recognized in accordance with APB 25 as interpreted by
FASB Interpretation (FIN) No. 44.
-- Amortization of intangible assets - a non-cash expense arising
from acquisitions of intangible assets, principally developed
technology, which Ciena is required to amortize over its
expected useful life and which the Company feels is not
reflective of its ongoing operating costs.
-- Restructuring costs - non-recurring charges incurred as the
result of reducing the size of the Company's operations to
align its resources with the reduced size of the
telecommunications market as well as the result of targeting
new segment opportunities within the overall market, which the
Company feels are not reflective of its ongoing operating
costs.
-- Long-lived asset impairments - non-recurring charges, incurred
as a result of excess equipment classified as held for sale
which the Company feels are not reflective of its ongoing
operating costs.
-- Recovery of doubtful accounts - a non-recurring charge
unrelated to normal operations resulting from the recovery of
an amount that was previously written off.
-- Gain on lease settlement - a non-recurring charge unrelated to
normal operations resulting from termination of obligations
under a lease for an unused facility.
-- (Gain) loss on equity investments, net - a non-recurring loss
or gain related to changes in the value of the Company's
equity investments which the Company feels is not reflective
of its ongoing operating costs.
-- Gain on extinguishment of debt - a non-recurring gain related
to the early extinguishment of outstanding debt.
-- Income tax adjustment net loss - the income tax charge or
benefit on the adjusted net loss or income, which is a
necessary adjustment for consistency. The Company currently
has a full valuation allowance for GAAP reporting purposes and
accordingly does not recognize a tax benefit for losses
generated.
About Ciena
Ciena Corporation is the network specialist, focused on expanding
the possibilities for its customers' networks while reducing their
cost of ownership. The Company's systems, software and services target
and cure specific network pain points so that telcos, cable operators,
governments and enterprises can best exploit the new applications that
are driving their businesses forward. For more information, visit
www.ciena.com.
CONTACT: Ciena Corporation
Press Contact:
Nicole Anderson, 410-694-5786
pr@ciena.com
or
Investor Contact:
Jessica Towns, 888-243-6223
ir@ciena.com