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8-K - 8-K - CIENA CORPa8-k2012q4earningsrelease.htm

FOR IMMEDIATE RELEASE
Ciena Reports Fiscal Fourth Quarter 2012 and Year-End Financial Results

Annual revenue grew 5%; cash balance increased by $100M for the year

HANOVER, Md. - December 13, 2012 - Ciena® Corporation (NASDAQ: CIEN), the network specialist, today announced unaudited financial results for its fiscal fourth quarter and year ended October 31, 2012.

For the fiscal fourth quarter 2012, Ciena reported revenue of $465.5 million as compared to $455.5 million for the fiscal fourth quarter 2011. For fiscal year 2012, Ciena reported revenue of $1.8 billion, as compared to $1.7 billion for fiscal year 2011.

On the basis of generally accepted accounting principles (GAAP), Ciena's net loss for the fiscal fourth quarter 2012 was $(38.8) million, or $(0.39) per common share, which compares to a GAAP net loss of $(22.3) million, or $(0.23) per common share, for the fiscal fourth quarter 2011. For fiscal year 2012, Ciena had a GAAP net loss of $(144.0) million, or $(1.45) per common share, which compares to a GAAP net loss of $(195.5) million or $(2.04) per common share for fiscal year 2011.

Ciena's adjusted (non-GAAP) net loss for the fiscal fourth quarter 2012 was $(6.7) million, or $(0.07) per common share, which compares to an adjusted (non-GAAP) net income of $3.3 million, or $0.03 per common share, for the fiscal fourth quarter 2011. For fiscal year 2012, Ciena's adjusted (non-GAAP) net loss was $(23.5) million, or $(0.24) per common share, as compared to $(24.2) million, or $(0.25) per common share for fiscal year 2011.

“With five percent annual revenue growth and fourth quarter financial performance in line with our expectations, we continued to significantly outpace the market and take share in 2012 despite the challenging environment. That momentum resulted in record order flow and year-end backlog,” said Gary Smith, president and CEO of Ciena. “Customers require more network convergence with greater programmability to deliver more services, and we believe our portfolio is leading the transformation to next-generation intelligent networks.”

Fiscal Fourth Quarter 2012 Performance Summary
The tables below (in millions, except percentage data) provide comparisons of certain quarterly results to prior periods, including sequential quarterly and year over year changes. A reconciliation between the GAAP and adjusted (non-GAAP) measures contained in this release is included in Appendices A and B.




 
 
GAAP Results
 
 
Q4

Q3

Q4

Period Change
 
 
FY 2012

FY 2012

FY 2011
 
Q-T-Q*
 
Y-T-Y*
Revenue
 
$
465.5


$
474.1


$
455.5


(1.8
)%

2.2
 %
Gross margin
 
41.3
 %
 
38.2
 %
 
41.7
 %
 
3.1
 %
 
(0.4
)%
Operating expense
 
$
214.1

 
$
196.6

 
$
206.2

 
8.9
 %
 
3.8
 %
Operating margin
 
(4.7
)%
 
(3.2
)%
 
(3.6
)%
 
(1.5
)%
 
(1.1
)%
 
 
Non-GAAP Results
 
 
Q4
 
Q3
 
Q4
 
Period Change
 
 
FY 2012
 
FY 2012
 
FY 2011
 
Q-T-Q*
 
Y-T-Y*
Revenue
 
$
465.5

 
$
474.1

 
$
455.5

 
(1.8
)%
 
2.2
 %
Adj. gross margin
 
42.7
%
 
39.6
%
 
43.2
%
 
3.1
 %
 
(0.5
)%
Adj. operating expense
 
$
191.8

 
$
175.6

 
$
180.8

 
9.2
 %
 
6.1
 %
Adj. operating margin
 
1.4
%
 
2.5
%
 
3.5
%
 
(1.1
)%
 
(2.1
)%

 
 
Revenue by Segment
 
 
Q4 FY 2012
 
Q3 FY 2012
 
Q4 FY 2011
 
 
Revenue
 
%
 
Revenue
 
%
 
Revenue
 
%
Packet-Optical Transport
 
$
289.4

 
62.2
 
$
298.5

 
63.0
 
$
296.2

 
65.1
Packet-Optical Switching
 
20.5

 
4.4
 
37.8

 
8.0
 
41.2

 
9.0
Carrier-Ethernet Solutions
 
47.9

 
10.3
 
31.3

 
6.6
 
28.8

 
6.3
Software and Services
 
107.7

 
23.1
 
106.5

 
22.4
 
89.3

 
19.6
Total
 
$
465.5

 
100.0
 
$
474.1

 
100.0
 
$
455.5

 
100.0

* Denotes % change, or in the case of margin, absolute change
 
 
 
 
 
 


Additional Performance Metrics for Fiscal Fourth Quarter 2012
Non-U.S. customers contributed 46% of total revenue
One 10%-plus customer represented a total of 11% of revenue
Cash and investments totaled $692.5 million
Cash flow from operations totaled $10.6 million
Average days' sales outstanding (DSOs) were 72
Accounts receivable balance was $345.5 million
Inventories totaled $260.1 million, including:
Raw materials: $39.7 million
Work in process: $10.7 million
Finished goods: $178.2 million
Deferred cost of sales: $71.5 million
Reserve for excess and obsolescence: $(40.0) million
Product inventory turns were 3.3
Headcount totaled 4,481

Business Outlook for Fiscal First Quarter 2013
Statements relating to business outlook are forward-looking in nature and actual results may differ materially. These statements should be read in the context of the Notes to Investors below.





Ciena expects financial performance for fiscal first quarter 2013, a quarter in which we typically experience seasonal reductions in order volume and customer deployment activity, to include:
Revenue in the range of $435 to $460 million
Adjusted (non-GAAP) gross margin percentage in the low 40s range
Adjusted (non-GAAP) operating expense in the high $180s million range

Live Web Broadcast of Unaudited Fiscal Fourth Quarter 2012 Results
Ciena will host a discussion of its unaudited fiscal fourth quarter 2012 and year-end results with investors and financial analysts today, Thursday, December 13, 2012 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. Ciena leverages its deep expertise in packet and optical networking and distributed software automation to deliver solutions in alignment with OPn, its approach for building open next-generation networks. We enable a high-scale, programmable infrastructure that can be controlled and adapted by network-level applications, and provide open interfaces to coordinate computing, storage and network resources in a unified, virtualized environment. 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 that involve risks and uncertainties. These statements are based on current expectations, forecasts, assumptions and other information available to the Company as of the date hereof. 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: "With five percent annual revenue growth and fourth quarter financial performance in line with our expectations, we continued to significantly outpace the market and take share in 2012 despite the challenging environment"; "That momentum resulted in record order flow and year-end backlog"; "Customers require more network convergence with greater programmability to deliver more services, and we believe our portfolio is leading the transformation to next-generation intelligent networks"; "Ciena expects financial performance for fiscal first quarter 2013, a quarter in which we typically experience seasonal reductions in order volume and customer deployment activity, to include revenue in the range of $435 to $460 million, adjusted (non-GAAP) gross margin percentage in the low 40s range, adjusted (non-GAAP) operating expense in the high $180s million range."

Ciena's actual results, performance or events may differ materially from these forward-looking statements made or implied due a number of risks and uncertainties relating to Ciena's business, including: the effect of broader economic and market conditions on our customers and their business; changes in network spending or network strategy by large communication service providers; seasonality and the timing and size of customer orders, including our ability to recognize revenue relating to such sales; the level of competitive pressure we encounter; the product, customer and geographic mix of sales within the period; supply chain disruptions and the level of success relating to efforts to optimize Ciena's operations; changes in foreign currency exchange rates affecting revenue and




operating expense; and the other risk factors disclosed in Ciena's Report on Form 10-Q filed with the Securities and Exchange Commission on September 5, 2012. Ciena assumes no obligation to update any forward-looking information included in this press release.

Non-GAAP Presentation of Quarterly Results. This release includes non-GAAP measures of Ciena's gross profit, operating expense, income (loss) from operations, net income (loss) and net income (loss) 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. To the extent not previously disclosed in a prior Ciena financial results press release, Appendixes A and B to this press release sets forth a complete GAAP to non-GAAP reconciliation of the non-GAAP measures contained in this release.






CIENA CORPORATION
CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

 
 
Quarter Ended October 31,
 
Year Ended October 31,
 
 
2011
 
2012
 
2011
 
2012
Revenue:
 
 
 
 
 
 
 
 
Products
 
$
368,049

 
$
363,174

 
$
1,406,532

 
$
1,454,991

Services
 
87,406

 
102,357

 
335,438

 
378,932

Total revenue
 
455,455

 
465,531

 
1,741,970

 
1,833,923

Cost of goods sold:
 
 
 
 
 
 
 
 
Products
 
210,686

 
211,443

 
825,969

 
868,805

Services
 
54,859

 
61,882

 
206,855

 
240,894

Total cost of goods sold
 
265,545

 
273,325

 
1,032,824

 
1,109,699

Gross profit
 
189,910

 
192,206

 
709,146

 
724,224

Operating expenses:
 
 
 
 
 
 
 
 
Research and development
 
91,232

 
95,801

 
379,862

 
364,179

Selling and marketing
 
71,235

 
74,013

 
251,990

 
266,338

General and administrative
 
27,276

 
29,772

 
126,242

 
114,122

Acquisition and integration costs
 
2,340

 
20

 
42,088

 
(120
)
Amortization of intangible assets
 
13,534

 
12,545

 
69,665

 
51,697

Restructuring costs
 
591

 
1,990

 
5,781

 
7,854

Change in fair value of contingent consideration
 

 

 
(3,289
)
 

Total operating expenses
 
206,208

 
214,141

 
872,339

 
804,070

Loss from operations
 
(16,298
)
 
(21,935
)
 
(163,193
)
 
(79,846
)
Interest and other income (loss), net
 
(1,312
)
 
(3,468
)
 
6,022

 
(15,200
)
Interest expense
 
(9,500
)
 
(10,840
)
 
(37,926
)
 
(39,653
)
Gain on cost method investments
 
7,249

 

 
7,249

 

Loss before income taxes
 
(19,861
)
 
(36,243
)
 
(187,848
)
 
(134,699
)
Provision for income taxes
 
2,468

 
2,528

 
7,673

 
9,322

Net loss
 
$
(22,329
)
 
$
(38,771
)
 
$
(195,521
)
 
$
(144,021
)
Basic net loss per common share
 
$
(0.23
)
 
$
(0.39
)
 
$
(2.04
)
 
$
(1.45
)
Diluted net loss per potential common share
 
$
(0.23
)
 
$
(0.39
)
 
$
(2.04
)
 
$
(1.45
)
Weighted average basic common shares outstanding
 
97,197

 
100,506

 
95,854

 
99,341

Weighted average dilutive potential common shares outstanding
 
97,197

 
100,506

 
95,854

 
99,341











CIENA CORPORATION
CONDENSED UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

 
October 31,
 
2011
 
2012
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
541,896

 
$
642,444

 Short-term investments

 
50,057

Accounts receivable, net
417,509

 
345,496

Inventories
230,076

 
260,098

Prepaid expenses and other
143,357

 
117,595

Total current assets
1,332,838

 
1,415,690

Long-term investments
50,264

 

Equipment, furniture and fixtures, net
122,558

 
123,580

Other intangible assets, net
331,635

 
257,137

Other long-term assets
114,123

 
84,736

Total assets
$
1,951,418

 
$
1,881,143

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
157,116

 
$
179,704

Accrued liabilities
197,004

 
209,540

Deferred revenue
99,373

 
79,516

Convertible notes payable

 
216,210

Total current liabilities
453,493

 
684,970

Long-term deferred revenue
24,425

 
27,560

Other long-term obligations
17,263

 
31,779

Long term convertible notes payable
1,442,364

 
1,225,806

Total liabilities
1,937,545

 
1,970,115

Commitments and contingencies
 
 
 
Stockholders’ equity (deficit):
 
 
 
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; 97,440,436 and 100,601,792 shares issued and outstanding
974

 
1,006

Additional paid-in capital
5,753,236

 
5,797,765

Accumulated other comprehensive income (loss)
31

 
(3,354
)
Accumulated deficit
(5,740,368
)
 
(5,884,389
)
Total stockholders’ equity (deficit)
13,873

 
(88,972
)
Total liabilities and stockholders’ equity (deficit)
$
1,951,418

 
$
1,881,143









CONDENSED UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
Year Ended October 31,
 
2011
 
2012
Cash flows from operating activities:
 
 
 
Net loss
$
(195,521
)
 
$
(144,021
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
Gain on cost method investments
(7,249
)
 

Change in fair value of embedded redemption feature
(2,800
)
 
6,600

Depreciation of equipment, furniture and fixtures, and amortization of leasehold improvements
60,154

 
59,099

Share-based compensation costs
37,930

 
32,394

Amortization of intangible assets
95,927

 
74,497

Provision for inventory excess and obsolescence
17,334

 
23,438

Provision for warranty
18,451

 
33,418

Other
5,541

 
7,122

Changes in assets and liabilities:
 
 
 
Accounts receivable
(75,623
)
 
70,366

Inventories
14,209

 
(53,460
)
Prepaid expenses and other
(18,302
)
 
1,748

Accounts payable, accruals and other obligations
(59,285
)
 
12,610

Deferred revenue
18,749

 
(16,722
)
Net cash provided by (used in) operating activities
(90,485
)
 
107,089

Cash flows used in investing activities:
 
 
 
Payments for equipment, furniture, fixtures and intellectual property
(52,367
)
 
(48,098
)
Restricted cash
10,751

 
35,597

Purchase of available for sale securities
(49,892
)
 

Proceeds from sale of cost method investment
6,544

 
524

Receipt of contingent consideration related to business acquisition
16,394

 

Net cash used in investing activities
(68,570
)
 
(11,977
)
Cash flows from financing activities:
 
 
 
Repayment of capital lease obligations

 
(1,895
)
Debt issuance costs

 
(2,331
)
Proceeds from issuance of common stock
13,202

 
12,166

Net cash provided by financing activities
13,202

 
7,940

Effect of exchange rate changes on cash and cash equivalents
(938
)
 
(2,504
)
Net increase (decrease) in cash and cash equivalents
(146,791
)
 
100,548

Cash and cash equivalents at beginning of period
688,687

 
541,896

Cash and cash equivalents at end of period
$
541,896

 
$
642,444

Supplemental disclosure of cash flow information
 
 
 
Cash paid during the period for interest
$
32,931

 
$
33,511

Cash paid during the period for income taxes, net
$
3,204

 
$
9,603

Non-cash investing and financing activities
 
 
 
Purchase of equipment in accounts payable
$
6,431

 
$
5,202

Debt issuance costs in accrued liabilities
$

 
$
319

Fixed assets purchased under capital leases
$
1,106

 
$
6,736








APPENDIX A - Reconciliation of Adjusted (Non- GAAP) Quarterly Measurements
 
 
 
 
 
 
 
Quarter Ended
 
 
October 31,
 
 
2011
 
2012
Gross Profit Reconciliation (GAAP/non-GAAP)
 
 
 
 
GAAP gross profit
 
$
189,910

 
$
192,206

Share-based compensation-products
 
611

 
647

Share-based compensation-services
 
365

 
326

Amortization of intangible assets
 
5,827

 
5,384

Total adjustments related to gross profit
 
6,803

 
6,357

Adjusted (non-GAAP) gross profit
 
$
196,713

 
$
198,563

Adjusted (non-GAAP) gross profit percentage
 
43.2
%
 
42.7
%
 
 
 
 
 
Operating Expense Reconciliation (GAAP/non-GAAP)
 
 
 
 
GAAP operating expense
 
$
206,208

 
$
214,141

Share-based compensation-research and development
 
2,558

 
2,500

Share-based compensation-sales and marketing
 
3,312

 
3,048

Share-based compensation-general and administrative
 
3,117

 
2,205

Acquisition and integration costs
 
2,340

 
20

Amortization of intangible assets
 
13,534

 
12,545

Restructuring costs
 
591

 
1,990

Total adjustments related to operating expense
 
25,452

 
22,308

Adjusted (non-GAAP) operating expense
 
$
180,756

 
$
191,833

 
 
 
 
 
Income (Loss) from Operations Reconciliation (GAAP/non-GAAP)
 
 
 
 
GAAP loss from operations
 
$
(16,298
)
 
$
(21,935
)
Total adjustments related to gross profit
 
6,803

 
6,357

Total adjustments related to operating expense
 
25,452

 
22,308

Adjusted (non-GAAP) income from operations
 
$
15,957

 
6,730

Adjusted (non-GAAP) operating margin percentage
 
3.5
%
 
1.4
%
 
 
 
 
 
Net Income (Loss) Reconciliation (GAAP/non-GAAP)
 
 
 
 
GAAP net loss
 
$
(22,329
)
 
$
(38,771
)
Total adjustments related to gross profit
 
6,803

 
6,357

Total adjustments related to operating expense
 
25,452

 
22,308

Gain on cost method investment
 
(7,249
)
 

Change in fair value of embedded redemption feature
 
580

 
3,440

Adjusted (non-GAAP) net income (loss)
 
$
3,257

 
$
(6,666
)
 
 
 
 
 
Weighted average basic common shares outstanding
 
97,197

 
100,506

Weighted average dilutive potential common shares outstanding
 
97,857

 
100,506

 
 
 
 
 
Net Income (Loss) per Common Share
 
 
 
 
GAAP diluted net loss per common share
 
$
(0.23
)
 
$
(0.39
)
Adjusted (non-GAAP) diluted net income (loss) per common share
 
$
0.03

 
$
(0.07
)




APPENDIX B - Reconciliation of Adjusted (Non- GAAP) Annual Measurements
 
 
 
 
 
 
 
Year Ended
 
 
October 31,
 
 
2011
 
2012
Gross Profit Reconciliation (GAAP/non-GAAP)
 
 
 
 
GAAP gross profit
 
$
709,146

 
$
724,224

Share-based compensation-products
 
2,269

 
2,156

Share-based compensation-services
 
1,881

 
1,462

Amortization of intangible assets
 
23,307

 
22,032

Fair value adjustment of acquired inventory
 
5,735

 

Total adjustments related to gross profit
 
33,192

 
25,650

Adjusted (non-GAAP) gross profit
 
$
742,338

 
$
749,874

Adjusted (non-GAAP) gross profit percentage
 
42.6
%
 
40.9
%
 
 
 
 
 
Operating Expense Reconciliation (GAAP/non-GAAP)
 
 
 
 
GAAP operating expense
 
$
872,339

 
$
804,070

Share-based compensation-research and development
 
10,149

 
8,567

Share-based compensation-sales and marketing
 
12,182

 
11,558

Share-based compensation-general and administrative
 
11,140

 
8,691

Acquisition and integration costs
 
42,088

 
(120
)
Amortization of intangible assets
 
69,665

 
51,697

Restructuring costs
 
5,781

 
7,854

Change in fair value of contingent consideration
 
(3,289
)
 

Settlement of patent litigation
 
500

 

Total adjustments related to operating expense
 
148,216

 
88,247

Adjusted (non-GAAP) operating expense
 
$
724,123

 
$
715,823

 
 
 
 
 
Loss from Operations Reconciliation (GAAP/non-GAAP)
 
 
 
 
GAAP loss from operations
 
$
(163,193
)
 
$
(79,846
)
Total adjustments related to gross profit
 
33,192

 
25,650

Total adjustments related to operating expense
 
148,216

 
88,247

Adjusted (non-GAAP) income from operations
 
$
18,215

 
34,051

Adjusted (non-GAAP) operating margin percentage
 
1.0
%
 
1.9
%
 
 
 
 
 
Loss Reconciliation (GAAP/non-GAAP)
 
 
 
 
GAAP net loss
 
$
(195,521
)
 
$
(144,021
)
Total adjustments related to gross profit
 
33,192

 
25,650

Total adjustments related to operating expense
 
148,216

 
88,247

Gain on cost method investment
 
(7,249
)
 

Change in fair value of embedded redemption feature
 
(2,800
)
 
6,600

Adjusted (non-GAAP) net loss
 
$
(24,162
)
 
$
(23,524
)
 
 
 
 
 
Weighted average basic common shares outstanding
 
95,854

 
99,341

Weighted average dilutive potential common shares outstanding
 
95,854

 
99,341

 
 
 
 
 
Net Loss per Common Share
 
 
 
 
GAAP diluted net loss per common share
 
$
(2.04
)
 
$
(1.45
)
Adjusted (non-GAAP) diluted net income (loss) per common share
 
$
(0.25
)
 
$
(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:
Share-based compensation expense - a non-cash expense incurred in accordance with share-based compensation accounting guidance.
Amortization of intangible assets - a non-cash expense arising from the acquisition of intangible assets, principally developed technologies and customer-related intangibles acquired from the MEN Business, that Ciena is required to amortize over its expected useful life.
Fair value adjustment of acquired inventory - an infrequent charge required by acquisition accounting rules resulting from the required revaluation of inventory acquired from the MEN Business to estimated fair value. This revaluation resulted in a net increase in inventory carrying value and an increase in cost of goods sold for the periods indicated.
Acquisition and integration costs - reflects transaction expense, and consulting and third party service fees associated with the acquisition of the Nortel MEN Business and the integration of this business into Ciena's operations.
Restructuring costs - costs incurred as a result of restructuring activities taken to align resources with perceived market opportunities.
Change in fair value of contingent consideration – a non-cash, unrealized gain during the periods identified related to Nortel's intent to exercise its early termination right relating to the Carling, Canada facility lease entered into as part of the acquisition of the MEN Business.
Settlement of patent litigation - included in general and administrative expense during our first quarter of fiscal 2011 is a $0.5 million patent litigation settlement.
Gain on cost method investments – a non-cash gain related to the sale of a privately held technology company in which Ciena held a minority equity investment, which gain Ciena does not believe is reflective of its ongoing operating costs.
Change in fair value of embedded redemption feature - a non-cash unrealized gain or loss reflective of a mark to market fair value adjustment of an embedded derivative related to the redemption feature of Ciena's outstanding 4.0% senior convertible notes.