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