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 4, 2009 |
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 4, 2009, Ciena Corporation (“Ciena”) issued a press release
announcing its financial results for its second fiscal quarter ended
April 30, 2009. 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 4, 2009, issued by Ciena Corporation, reporting results of operations for its second fiscal quarter ended April 30, 2009. |
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 4, 2009 |
By: |
/s/ David M. Rothenstein |
David M. Rothenstein |
|||
Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
Ciena Reports Unaudited Fiscal Second Quarter 2009 Results
LINTHICUM, Md.--(BUSINESS WIRE)--June 4, 2009--Ciena® Corporation (NASDAQ:CIEN), the network specialist, today announced unaudited results for its fiscal second quarter ended April 30, 2009.
Revenue for the fiscal second quarter 2009 totaled $144.2 million, compared to fiscal first quarter 2009 revenue of $167.4 million, and the same period a year ago when Ciena reported revenue of $242.2 million.
On the basis of generally accepted accounting principles (GAAP), Ciena’s net loss for the fiscal second quarter 2009 was $(503.2) million, or $(5.53) per common share. This compares to fiscal first quarter 2009 GAAP net loss of $(24.8) million, or $(0.27) per common share, and a reported GAAP net income of $23.8 million, or $0.23 per diluted common share, for the same period a year ago.
Ciena’s GAAP net loss for the fiscal second quarter includes a non-cash charge of $455.7 million for impairment of goodwill, which represents the total book value of the Company’s goodwill on its balance sheet. This charge does not impact the Company's normal business operations nor will it result in any current or future cash expense. The charge results from an interim impairment assessment conducted based on a combination of factors, including current macroeconomic conditions and the decline in the Company’s common stock price and market capitalization below its net book value.
Ciena’s adjusted (non-GAAP) net loss for the fiscal second quarter 2009 was $(22.5) million, or $(0.25) per common share. This compares to fiscal first quarter 2009 adjusted (non-GAAP) net loss of $(8.3) million, or $(0.09) per common share, and adjusted (non-GAAP) net income of $42.3 million, or $0.40 per diluted common share for the fiscal second quarter 2008. A reconciliation between the GAAP and adjusted (non-GAAP) measures contained in this release is provided in the table in Appendix A.
Business Outlook
“Our fiscal second quarter was particularly challenging, reflecting the difficult macro and industry environment and continued delays in customer spending,” said Gary Smith, Ciena’s CEO and president. “While recent service providers’ public commentary about expected annual capital expenditures has given the industry reason to be more optimistic about the second half of the year, our customers continue to spend cautiously, and as a result, our visibility remains limited. However, based on our direct conversations with customers and supported by trends we are seeing currently in the business, including recently improved order flow, we expect to deliver sequential revenue growth in our fiscal third quarter.”
Second Quarter 2009 Performance Summary
Second Quarter 2009 Customer and Product Summary
Live Web Broadcast of Unaudited Fiscal Second Quarter 2009 Results
Ciena will host a discussion of its unaudited fiscal second quarter 2009 results with investors and financial analysts today, Thursday, June 4, 2009 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.
Note 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; 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, which Ciena filed with the Securities and Exchange Commission on March 5, 2009. 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: based on our direct conversations with customers and supported by trends we are seeing currently in the business, including recently improved order flow, we expect to deliver sequential revenue growth in our fiscal third quarter. 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.
About Ciena
Ciena specializes in practical network transition. We offer leading network infrastructure solutions, intelligent software and a comprehensive services practice to help our customers use their networks to fundamentally change the way they compete. With a global presence, Ciena leverages its heritage of practical innovation to deliver maximum performance and economic value in communications networks worldwide. 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.
CIENA CORPORATION | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||
(unaudited) | ||||||||||||||||
Quarter Ended April 30, | Six Months Ended April 30, | |||||||||||||||
2008 | 2009 | 2008 | 2009 | |||||||||||||
Revenues: | ||||||||||||||||
Products | $ | 216,181 | $ | 118,849 | $ | 417,971 | $ | 258,566 | ||||||||
Services | 26,018 | 25,352 | 51,644 | 53,035 | ||||||||||||
Total revenue | 242,199 | 144,201 | 469,615 | 311,601 | ||||||||||||
Costs: | ||||||||||||||||
Products | 96,041 | 65,419 | 187,428 | 141,786 | ||||||||||||
Services | 18,562 | 18,062 | 38,022 | 37,252 | ||||||||||||
Total cost of goods sold | 114,603 | 83,481 | 225,450 | 179,038 | ||||||||||||
Gross profit | 127,596 | 60,720 | 244,165 | 132,563 | ||||||||||||
Operating expenses: | ||||||||||||||||
Research and development | 44,628 | 49,482 | 80,072 | 96,182 | ||||||||||||
Selling and marketing | 38,591 | 33,295 | 72,199 | 67,114 | ||||||||||||
General and administrative | 16,650 | 12,615 | 39,278 | 24,200 | ||||||||||||
Amortization of intangible assets | 8,760 | 6,224 | 15,230 | 12,628 | ||||||||||||
Restructuring cost | - | 6,399 | - | 6,475 | ||||||||||||
Goodwill impairment | - | 455,673 | - | 455,673 | ||||||||||||
Total operating expenses | 108,629 | 563,688 | 206,779 | 662,272 | ||||||||||||
Income (loss) from operations | 18,967 | (502,968 | ) | 37,386 | (529,709 | ) | ||||||||||
Interest and other income, net | 8,487 | 3,508 | 27,569 | 8,168 | ||||||||||||
Interest expense | (1,861 | ) | (1,852 | ) | (9,219 | ) | (3,696 | ) | ||||||||
Loss on cost method investments | - | (2,570 | ) | - | (3,135 | ) | ||||||||||
Income (loss) before income taxes | 25,593 | (503,882 | ) | 55,736 | (528,372 | ) | ||||||||||
Provision (benefit) for income taxes | 1,833 | (672 | ) | 3,169 | (331 | ) | ||||||||||
Net income (loss) | $ | 23,760 | $ | (503,210 | ) | $ | 52,567 | $ | (528,041 | ) | ||||||
Basic net income (loss) per common share | $ | 0.27 | $ | (5.53 | ) | $ | 0.60 | $ | (5.82 | ) | ||||||
Diluted net income (loss) per potential common share | $ | 0.23 | $ | (5.53 | ) | $ | 0.51 | $ | (5.82 | ) | ||||||
Weighted average basic common shares outstanding | 89,102 | 90,932 | 88,155 | 90,777 | ||||||||||||
Weighted average dilutive potential common shares outstanding | 110,770 | 90,932 | 110,046 | 90,777 | ||||||||||||
CIENA CORPORATION | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
(in thousands, except share data) | ||||||||
(unaudited) | ||||||||
ASSETS | ||||||||
October 31, | April 30, | |||||||
Current assets: | 2008 | 2009 | ||||||
Cash and cash equivalents | $ | 550,669 | $ | 583,481 | ||||
Short-term investments | 366,336 | 482,294 | ||||||
Accounts receivable, net | 138,441 | 116,671 | ||||||
Inventories | 93,452 | 91,269 | ||||||
Prepaid expenses and other | 35,888 | 26,439 | ||||||
Total current assets | 1,184,786 | 1,300,154 | ||||||
Long-term investments | 156,171 | - | ||||||
Equipment, furniture and fixtures, net | 59,967 | 60,099 | ||||||
Goodwill | 455,673 | - | ||||||
Other intangible assets, net | 92,249 | 76,319 | ||||||
Other long-term assets | 75,748 | 74,520 | ||||||
Total assets | $ | 2,024,594 | $ | 1,511,092 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 44,761 | $ | 32,488 | ||||
Accrued liabilities | 96,143 | 95,876 | ||||||
Restructuring liabilities | 1,668 | 3,151 | ||||||
Deferred revenue | 36,767 | 42,974 | ||||||
Total current liabilities | 179,339 | 174,489 | ||||||
Long-term deferred revenue | 37,660 | 35,025 | ||||||
Long-term restructuring liabilities | 2,557 | 4,712 | ||||||
Other long-term obligations | 8,089 | 8,586 | ||||||
Convertible notes payable | 798,000 | 798,000 | ||||||
Total liabilities | 1,025,645 | 1,020,812 | ||||||
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; 90,470,803 and 91,149,198 shares issued and outstanding | 905 | 911 | ||||||
Additional paid-in capital | 5,629,498 | 5,647,622 | ||||||
Accumulated other comprehensive loss | (1,275 | ) | (33 | ) | ||||
Accumulated deficit | (4,630,179 | ) | (5,158,220 | ) | ||||
Total stockholders' equity | 998,949 | 490,280 | ||||||
Total liabilities and stockholders' equity | $ | 2,024,594 | $ | 1,511,092 | ||||
CIENA CORPORATION | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
(in thousands) | ||||||||
(unaudited) | ||||||||
Six Months Ended April 30, | ||||||||
2008 | 2009 | |||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | 52,567 | $ | (528,041 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
Amortization of discount on marketable securities | (1,632 | ) | (904 | ) | ||||
Non-cash loss on cost method investments | - | 3,135 | ||||||
Depreciation and amortization of leasehold improvements | 8,567 | 10,830 | ||||||
Impairment of goodwill | - | 455,673 | ||||||
Share-based compensation | 15,752 | 17,591 | ||||||
Amortization of intangibles | 17,165 | 15,930 | ||||||
Deferred tax provision | 1,296 | - | ||||||
Provision for doubtful accounts | 55 | 42 | ||||||
Provision for inventory excess and obsolescence | 10,540 | 8,809 | ||||||
Provision for warranty | 7,083 | 9,235 | ||||||
Other | 2,373 | 1,129 | ||||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | (25,990 | ) | 21,728 | |||||
Inventories | (20,456 | ) | (6,626 | ) | ||||
Prepaid expenses and other | 5,816 | 6,253 | ||||||
Accounts payable, accruals and other obligations | 7,883 | (16,371 | ) | |||||
Income taxes payable | (5,656 | ) | - | |||||
Deferred revenue | 13,202 | 3,572 | ||||||
Net cash provided by operating activities | 88,565 | 1,985 | ||||||
Cash flows from investing activities: | ||||||||
Payments for equipment, furniture, fixtures and intellectual property | (14,172 | ) | (12,632 | ) | ||||
Restricted cash | (4,929 | ) | (109 | ) | ||||
Purchase of available for sale securities | - | (719,165 | ) | |||||
Proceeds from maturities of available for sale securities | 762,150 | 239,072 | ||||||
Proceeds from sale of available for sale securities | - | 523,137 | ||||||
Acquisition of business, net of cash acquired | (209,965 | ) | - | |||||
Net cash provided by investing activities | 533,084 | 30,303 | ||||||
Cash flows from financing activities: | ||||||||
Repayment of 3.75% convertible notes payable | (542,262 | ) | - | |||||
Repayment of indebtedness of acquired business | (12,363 | ) | - | |||||
Proceeds from issuance of common stock and warrants | 4,578 | 539 | ||||||
Net cash provided by (used in) financing activities | (550,047 | ) | 539 | |||||
Effect of exchange rate changes on cash and cash equivalents | 189 | (15 | ) | |||||
Net increase in cash and cash equivalents | 71,602 | 32,827 | ||||||
Cash and cash equivalents at beginning of period | 892,061 | 550,669 | ||||||
Cash and cash equivalents at end of period | $ | 963,852 | $ | 583,481 | ||||
Supplemental disclosure of cash flow information | ||||||||
Cash paid (refunded) during the period for: | ||||||||
Interest expense | $ | 13,159 | $ | 2,560 | ||||
Income taxes, net | $ | 1,598 | $ | (281 | ) | |||
Non-cash investing and financing activities | ||||||||
Purchase of equipment in accounts payable | $ | 1,923 | $ | 605 | ||||
Value of common stock issued in acquisition | $ | 62,359 | $ | - | ||||
Fair value of vested options assumed in acquisition | $ | 9,912 | $ | - | ||||
APPENDIX A - Reconciliation of Adjusted (Non-GAAP) Quarterly Measures |
||||||||||||||
Quarter Ended | ||||||||||||||
April 30, | January 31, | April 30, | ||||||||||||
2008 | 2009 | 2009 | ||||||||||||
Gross Profit Reconciliation (GAAP/non-GAAP) | ||||||||||||||
GAAP gross profit | $ | 127,596 | $ | 71,843 | $ | 60,720 | ||||||||
Share-based compensation-product | 742 | 713 | 445 | |||||||||||
Share-based compensation-services | 392 | 397 | 425 | |||||||||||
Amortization of intangible assets | - | 683 | 684 | |||||||||||
Fair value adjustment of acquired inventory | 1,066 | - | - | |||||||||||
Total adjustments related to gross profit | 2,200 | 1,793 | 1,554 | |||||||||||
Adjusted (non-GAAP) gross profit | $ | 129,796 | $ | 73,636 | $ | 62,274 | ||||||||
Adjusted (non-GAAP) gross profit percentage | 54 | % | 44 | % | 43 | % | ||||||||
Operating Expense Reconciliation (GAAP/non-GAAP) | ||||||||||||||
GAAP operating expense | $ | 108,629 | $ | 98,584 | $ | 563,688 | ||||||||
Stock compensation research and development | 2,286 | 2,566 | 2,817 | |||||||||||
Stock compensation sales and marketing | 3,022 | 2,703 | 2,685 | |||||||||||
Stock compensation general and administrative | 2,233 | 2,419 | 2,773 | |||||||||||
Amortization of intangible assets | 8,760 | 6,404 | 6,224 | |||||||||||
Restructuring cost | - | 76 | 6,399 | |||||||||||
Impairment of goodwill | - | - | 455,673 | |||||||||||
Total adjustments related to operating expense | 16,301 | 14,168 | 476,571 | |||||||||||
Adjusted (non-GAAP) operating expense | $ | 92,328 | $ | 84,416 | $ | 87,117 | ||||||||
Income from Operations Reconciliation (GAAP/non-GAAP) | ||||||||||||||
GAAP income (loss) from operations | $ | 18,967 | $ | (26,741 | ) | $ | (502,968 | ) | ||||||
Total adjustments related to gross profit | 2,200 | 1,793 | 1,554 | |||||||||||
Total adjustments related to operating expense | 16,301 | 14,168 | 476,571 | |||||||||||
Adjusted (non-GAAP) income (loss) from operations | $ | 37,468 | $ | (10,780 | ) | $ | (24,843 | ) | ||||||
Adjusted (non-GAAP) operating margin percentage | 16 | % | (6 | %) | (17 | %) | ||||||||
Net Income (Loss) Reconciliation (GAAP/non-GAAP) | ||||||||||||||
GAAP net (loss) income | $ | 23,760 | $ | (24,831 | ) | $ | (503,210 | ) | ||||||
Total adjustments related to gross profit | 2,200 | 1,793 | 1,554 | |||||||||||
Total adjustments related to operating expense | 16,301 | 14,168 | 476,571 | |||||||||||
Loss on cost method investment | - | 565 | 2,570 | |||||||||||
Adjusted (non-GAAP) net income (loss) | $ | 42,261 | $ | (8,305 | ) | $ | (22,515 | ) | ||||||
Weighted average basic common shares outstanding | 89,102 | 90,620 | 90,932 | |||||||||||
Weighted average basic common and dilutive potential common shares outstanding |
110,770 | 90,620 | 90,932 | |||||||||||
Net Income (Loss) per Common Share1 | ||||||||||||||
GAAP diluted net income (loss) per common share | $ | 0.23 | $ | (0.27 | ) | $ | (5.53 | ) | ||||||
Adjusted (non-GAAP) diluted net income (loss) per common share | $ | 0.40 | $ | (0.09 | ) | $ | (0.25 | ) | ||||||
1Note that calculating diluted earnings per common share for the fiscal second 2008 requires adding interest expense of approximately $1.9 million associated with Ciena’s 0.25% and 0.875% convertible senior notes in 2008, to GAAP and adjusted net income in order to arrive at the numerator for the earnings per common share calculation. |
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 Contact:
Nicole
Anderson, 410-694–5786
pr@ciena.com
or
Investor
Contact:
Suzanne DuLong, 888-243–6223
ir@ciena.com