Price Graph
Price
Yield
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|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
23-2725311
(I.R.S. Employer Identification No.)
|
|
7035 Ridge Road, Hanover, MD
(Address of Principal Executive Offices)
|
21076
(Zip Code)
|
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
(do not check if smaller reporting company)
|
Smaller reporting company
o
|
|
Class
|
|
Outstanding at March 8, 2013
|
|
common stock, $0.01 par value
|
|
101,527,083
|
|
|
PAGE
NUMBER
|
|
|
|
|
|
|
|
|
Quarter Ended January 31,
|
||||||
|
|
2012
|
|
2013
|
||||
|
Revenue:
|
|
|
|
||||
|
Products
|
$
|
333,673
|
|
|
$
|
353,057
|
|
|
Services
|
83,012
|
|
|
100,036
|
|
||
|
Total revenue
|
416,685
|
|
|
453,093
|
|
||
|
Cost of goods sold:
|
|
|
|
||||
|
Products
|
197,752
|
|
|
196,521
|
|
||
|
Services
|
51,177
|
|
|
60,777
|
|
||
|
Total cost of goods sold
|
248,929
|
|
|
257,298
|
|
||
|
Gross profit
|
167,756
|
|
|
195,795
|
|
||
|
Operating expenses:
|
|
|
|
||||
|
Research and development
|
89,664
|
|
|
89,125
|
|
||
|
Selling and marketing
|
64,411
|
|
|
66,588
|
|
||
|
General and administrative
|
29,664
|
|
|
28,208
|
|
||
|
Amortization of intangible assets
|
13,471
|
|
|
12,453
|
|
||
|
Restructuring costs
|
1,722
|
|
|
5,030
|
|
||
|
Total operating expenses
|
198,932
|
|
|
201,404
|
|
||
|
Loss from operations
|
(31,176
|
)
|
|
(5,609
|
)
|
||
|
Interest and other income (loss), net
|
(4,887
|
)
|
|
(137
|
)
|
||
|
Interest expense
|
(9,570
|
)
|
|
(10,732
|
)
|
||
|
Loss on extinguishment of debt
|
—
|
|
|
(28,630
|
)
|
||
|
Loss before income taxes
|
(45,633
|
)
|
|
(45,108
|
)
|
||
|
Provision for income taxes
|
2,020
|
|
|
2,216
|
|
||
|
Net loss
|
$
|
(47,653
|
)
|
|
$
|
(47,324
|
)
|
|
Basic net loss per common share
|
$
|
(0.49
|
)
|
|
$
|
(0.47
|
)
|
|
Diluted net loss per potential common share
|
$
|
(0.49
|
)
|
|
$
|
(0.47
|
)
|
|
Weighted average basic common shares outstanding
|
98,066
|
|
|
101,204
|
|
||
|
Weighted average dilutive potential common shares outstanding
|
98,066
|
|
|
101,204
|
|
||
|
|
Quarter Ended January 31,
|
||||||
|
|
2012
|
|
2013
|
||||
|
Net loss
|
$
|
(47,653
|
)
|
|
$
|
(47,324
|
)
|
|
Change in unrealized loss on available-for-sale securities, net of tax
|
(24
|
)
|
|
(44
|
)
|
||
|
Change in unrealized gain on foreign currency forward contracts, net of tax
|
364
|
|
|
77
|
|
||
|
Change in accumulated translation adjustments
|
(2,222
|
)
|
|
960
|
|
||
|
Total comprehensive loss
|
$
|
(49,535
|
)
|
|
$
|
(46,331
|
)
|
|
|
October 31,
2012 |
|
January 31,
2013 |
||||
|
ASSETS
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
642,444
|
|
|
$
|
552,267
|
|
|
Short-term investments
|
50,057
|
|
|
84,918
|
|
||
|
Accounts receivable, net
|
345,496
|
|
|
394,785
|
|
||
|
Inventories
|
260,098
|
|
|
266,901
|
|
||
|
Prepaid expenses and other
|
117,595
|
|
|
136,002
|
|
||
|
Total current assets
|
1,415,690
|
|
|
1,434,873
|
|
||
|
Equipment, furniture and fixtures, net
|
123,580
|
|
|
122,207
|
|
||
|
Other intangible assets, net
|
257,137
|
|
|
239,300
|
|
||
|
Other long-term assets
|
84,736
|
|
|
88,792
|
|
||
|
Total assets
|
$
|
1,881,143
|
|
|
$
|
1,885,172
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Accounts payable
|
$
|
179,704
|
|
|
$
|
182,671
|
|
|
Accrued liabilities
|
209,540
|
|
|
214,918
|
|
||
|
Deferred revenue
|
79,516
|
|
|
79,916
|
|
||
|
Convertible notes payable
|
216,210
|
|
|
216,210
|
|
||
|
Total current liabilities
|
684,970
|
|
|
693,715
|
|
||
|
Long-term deferred revenue
|
27,560
|
|
|
28,562
|
|
||
|
Other long-term obligations
|
31,779
|
|
|
32,785
|
|
||
|
Long-term convertible notes payable
|
1,225,806
|
|
|
1,208,745
|
|
||
|
Total liabilities
|
1,970,115
|
|
|
1,963,807
|
|
||
|
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; 100,601,792 and 101,518,915 shares issued and outstanding
|
1,006
|
|
|
1,015
|
|
||
|
Additional paid-in capital
|
5,797,765
|
|
|
5,854,424
|
|
||
|
Accumulated other comprehensive income (loss)
|
(3,354
|
)
|
|
(2,361
|
)
|
||
|
Accumulated deficit
|
(5,884,389
|
)
|
|
(5,931,713
|
)
|
||
|
Total stockholders’ equity (deficit)
|
(88,972
|
)
|
|
(78,635
|
)
|
||
|
Total liabilities and stockholders’ equity (deficit)
|
$
|
1,881,143
|
|
|
$
|
1,885,172
|
|
|
|
Three Months Ended January 31,
|
||||||
|
|
2012
|
|
2013
|
||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net loss
|
$
|
(47,653
|
)
|
|
$
|
(47,324
|
)
|
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
|
Loss on extinguishment of debt
|
—
|
|
|
28,630
|
|
||
|
Change in fair value of embedded redemption feature
|
980
|
|
|
(310
|
)
|
||
|
Depreciation of equipment, furniture and fixtures, and amortization of leasehold improvements
|
14,721
|
|
|
14,745
|
|
||
|
Share-based compensation costs
|
8,888
|
|
|
8,320
|
|
||
|
Amortization of intangible assets
|
19,415
|
|
|
17,838
|
|
||
|
Provision for inventory excess and obsolescence
|
8,224
|
|
|
3,580
|
|
||
|
Provision for warranty
|
7,706
|
|
|
4,029
|
|
||
|
Other
|
2,605
|
|
|
2,951
|
|
||
|
Changes in assets and liabilities:
|
|
|
|
||||
|
Accounts receivable
|
17,078
|
|
|
(49,540
|
)
|
||
|
Inventories
|
(26,799
|
)
|
|
(10,383
|
)
|
||
|
Prepaid expenses and other
|
14,500
|
|
|
(25,785
|
)
|
||
|
Accounts payable, accruals and other obligations
|
15,850
|
|
|
6,121
|
|
||
|
Deferred revenue
|
(22,634
|
)
|
|
1,402
|
|
||
|
Net cash provided by (used in) operating activities
|
12,881
|
|
|
(45,726
|
)
|
||
|
Cash flows used in investing activities:
|
|
|
|
||||
|
Payments for equipment, furniture, fixtures and intellectual property
|
(7,898
|
)
|
|
(12,243
|
)
|
||
|
Restricted cash
|
(866
|
)
|
|
627
|
|
||
|
Purchase of available for sale securities
|
—
|
|
|
(84,918
|
)
|
||
|
Proceeds from maturities of available for sale securities
|
—
|
|
|
50,000
|
|
||
|
Proceeds from sale of cost method investment
|
524
|
|
|
—
|
|
||
|
Net cash used in investing activities
|
(8,240
|
)
|
|
(46,534
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Payment for debt and equity issuance costs
|
—
|
|
|
(3,237
|
)
|
||
|
Repayment of capital lease obligations
|
—
|
|
|
(676
|
)
|
||
|
Proceeds from issuance of common stock
|
5,669
|
|
|
5,820
|
|
||
|
Net cash provided by financing activities
|
5,669
|
|
|
1,907
|
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
(1,745
|
)
|
|
176
|
|
||
|
Net increase (decrease) in cash and cash equivalents
|
10,310
|
|
|
(90,353
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
541,896
|
|
|
642,444
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
550,461
|
|
|
$
|
552,267
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
||||
|
Cash paid during the period for interest
|
$
|
2,458
|
|
|
$
|
4,739
|
|
|
Cash paid during the period for income taxes, net
|
$
|
2,823
|
|
|
$
|
3,259
|
|
|
Non-cash investing and financing activities
|
|
|
|
||||
|
Purchase of equipment in accounts payable
|
$
|
7,409
|
|
|
$
|
4,215
|
|
|
Debt issuance costs in accrued liabilities
|
$
|
—
|
|
|
$
|
219
|
|
|
Fixed assets acquired under capital leases
|
$
|
3,078
|
|
|
$
|
646
|
|
|
(1)
|
INTERIM FINANCIAL STATEMENTS
|
|
(2)
|
SIGNIFICANT ACCOUNTING POLICIES
|
|
•
|
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities;
|
|
•
|
Level 2 inputs are quoted prices for identical or similar assets or liabilities in less active markets or model-derived valuations in which significant inputs are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and
|
|
•
|
Level 3 inputs are unobservable inputs based on Ciena's assumptions used to measure assets and liabilities at fair value.
|
|
(3)
|
RESTRUCTURING COSTS
|
|
|
Workforce
reduction
|
|
Consolidation
of excess
facilities
|
|
Total
|
||||||
|
Balance at October 31, 2012
|
$
|
1,449
|
|
|
$
|
3,600
|
|
|
$
|
5,049
|
|
|
Additional liability recorded
|
3,905
|
|
|
1,087
|
|
|
4,992
|
|
|||
|
Non-cash disposal
|
—
|
|
|
(619
|
)
|
|
(619
|
)
|
|||
|
Cash payments
|
(3,190
|
)
|
|
(1,437
|
)
|
|
(4,627
|
)
|
|||
|
Balance at January 31, 2013
|
$
|
2,164
|
|
|
$
|
2,631
|
|
|
$
|
4,795
|
|
|
Current restructuring liabilities
|
$
|
2,164
|
|
|
$
|
1,817
|
|
|
$
|
3,981
|
|
|
Non-current restructuring liabilities
|
$
|
—
|
|
|
$
|
814
|
|
|
$
|
814
|
|
|
|
Workforce
reduction
|
|
Consolidation
of excess
facilities
|
|
Total
|
||||||
|
Balance at October 31, 2011
|
$
|
160
|
|
|
$
|
3,293
|
|
|
$
|
3,453
|
|
|
Additional liability recorded
|
1,722
|
|
|
—
|
|
|
1,722
|
|
|||
|
Cash payments
|
(242
|
)
|
|
(463
|
)
|
|
(705
|
)
|
|||
|
Balance at January 31, 2012
|
$
|
1,640
|
|
|
$
|
2,830
|
|
|
$
|
4,470
|
|
|
Current restructuring liabilities
|
$
|
1,640
|
|
|
$
|
439
|
|
|
$
|
2,079
|
|
|
Non-current restructuring liabilities
|
$
|
—
|
|
|
$
|
2,391
|
|
|
$
|
2,391
|
|
|
(4)
|
MARKETABLE SECURITIES
|
|
|
January 31, 2013
|
||||||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
|
U.S. government obligations
|
$
|
84,918
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,918
|
|
|
Included in short-term investments
|
$
|
84,918
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,918
|
|
|
|
October 31, 2012
|
||||||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
|
U.S. government obligations
|
$
|
49,987
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
50,057
|
|
|
Included in short-term investments
|
$
|
49,987
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
50,057
|
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
|
Less than one year
|
$
|
84,918
|
|
|
$
|
84,918
|
|
|
Due in 1-2 years
|
—
|
|
|
—
|
|
||
|
|
$
|
84,918
|
|
|
$
|
84,918
|
|
|
(5)
|
FAIR VALUE MEASUREMENTS
|
|
|
January 31, 2013
|
|||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
|
Assets:
|
|
|
|
|
|
|
|
|||||||||
|
U.S. government obligations
|
$
|
84,918
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,918
|
|
|
|
Foreign currency forward contracts
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
|||||
|
Embedded redemption feature
|
—
|
|
|
—
|
|
|
100
|
|
|
100
|
|
|||||
|
Total assets measured at fair value
|
$
|
84,918
|
|
|
$
|
200
|
|
|
$
|
100
|
|
|
$
|
85,218
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Liabilities:
|
|
|
|
|
|
|
|
|||||||||
|
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
159
|
|
|
|
Total liabilities measured at fair value
|
$
|
—
|
|
—
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
159
|
|
|
|
January 31, 2013
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Short-term investments
|
$
|
84,918
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,918
|
|
|
Prepaid expenses and other
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
||||
|
Other long-term assets
|
—
|
|
|
—
|
|
|
100
|
|
|
100
|
|
||||
|
Total assets measured at fair value
|
$
|
84,918
|
|
|
$
|
200
|
|
|
$
|
100
|
|
|
$
|
85,218
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Accrued liabilities
|
$
|
—
|
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
159
|
|
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
159
|
|
|
|
Level 3
|
||
|
Balance at October 31, 2012
|
$
|
420
|
|
|
Issuances
|
—
|
|
|
|
Settlements
|
(630
|
)
|
|
|
Changes in unrealized gain (loss)
|
310
|
|
|
|
Transfers into Level 3
|
—
|
|
|
|
Transfers out of Level 3
|
—
|
|
|
|
Balance at January 31, 2013
|
$
|
100
|
|
|
(6)
|
ACCOUNTS RECEIVABLE
|
|
(7)
|
INVENTORIES
|
|
|
October 31,
2012 |
|
January 31,
2013 |
||||
|
Raw materials
|
$
|
39,678
|
|
|
$
|
46,230
|
|
|
Work-in-process
|
10,736
|
|
|
7,079
|
|
||
|
Finished goods
|
178,210
|
|
|
178,815
|
|
||
|
Deferred cost of goods sold
|
71,484
|
|
|
77,146
|
|
||
|
|
300,108
|
|
|
309,270
|
|
||
|
Provision for excess and obsolescence
|
(40,010
|
)
|
|
(42,369
|
)
|
||
|
|
$
|
260,098
|
|
|
$
|
266,901
|
|
|
(8)
|
PREPAID EXPENSES AND OTHER
|
|
|
October 31,
2012 |
|
January 31,
2013 |
||||
|
Prepaid VAT and other taxes
|
$
|
37,806
|
|
|
$
|
55,562
|
|
|
Deferred deployment expense
|
19,449
|
|
|
18,580
|
|
||
|
Product demonstration equipment, net
|
33,144
|
|
|
33,058
|
|
||
|
Prepaid expenses
|
16,477
|
|
|
16,129
|
|
||
|
Restricted cash
|
2,030
|
|
|
1,336
|
|
||
|
Other non-trade receivables
|
8,689
|
|
|
11,337
|
|
||
|
|
$
|
117,595
|
|
|
$
|
136,002
|
|
|
(9)
|
EQUIPMENT, FURNITURE AND FIXTURES
|
|
|
October 31,
2012 |
|
January 31,
2013 |
||||
|
Equipment, furniture and fixtures
|
$
|
422,118
|
|
|
$
|
381,693
|
|
|
Leasehold improvements
|
61,493
|
|
|
62,663
|
|
||
|
|
483,611
|
|
|
444,356
|
|
||
|
Accumulated depreciation and amortization
|
(360,031
|
)
|
|
(322,149
|
)
|
||
|
|
$
|
123,580
|
|
|
$
|
122,207
|
|
|
(10)
|
OTHER INTANGIBLE ASSETS
|
|
|
October 31, 2012
|
|
January 31, 2013
|
||||||||||||||||||||
|
|
Gross
Intangible
|
|
Accumulated
Amortization
|
|
Net
Intangible
|
|
Gross
Intangible
|
|
Accumulated
Amortization
|
|
Net
Intangible
|
||||||||||||
|
Developed technology
|
$
|
417,833
|
|
|
$
|
(279,195
|
)
|
|
$
|
138,638
|
|
|
$
|
417,833
|
|
|
$
|
(289,808
|
)
|
|
$
|
128,025
|
|
|
Patents and licenses
|
46,538
|
|
|
(45,566
|
)
|
|
972
|
|
|
46,538
|
|
|
(45,620
|
)
|
|
918
|
|
||||||
|
Customer relationships, covenants not to compete, outstanding purchase orders and contracts
|
323,573
|
|
|
(206,046
|
)
|
|
117,527
|
|
|
323,573
|
|
|
(213,216
|
)
|
|
110,357
|
|
||||||
|
Total other intangible assets
|
$
|
787,944
|
|
|
$
|
(530,807
|
)
|
|
$
|
257,137
|
|
|
$
|
787,944
|
|
|
$
|
(548,644
|
)
|
|
$
|
239,300
|
|
|
Period ended October 31,
|
|
||
|
2013 (remaining nine months)
|
$
|
53,471
|
|
|
2014
|
57,152
|
|
|
|
2015
|
52,879
|
|
|
|
2016
|
52,879
|
|
|
|
2017
|
22,783
|
|
|
|
Thereafter
|
136
|
|
|
|
|
$
|
239,300
|
|
|
(11)
|
OTHER BALANCE SHEET DETAILS
|
|
|
October 31,
2012 |
|
January 31,
2013 |
||||
|
Maintenance spares inventory, net
|
$
|
57,548
|
|
|
$
|
62,369
|
|
|
Deferred debt issuance costs, net
|
20,575
|
|
|
19,276
|
|
||
|
Embedded redemption feature
|
420
|
|
|
100
|
|
||
|
Restricted cash
|
2,413
|
|
|
2,479
|
|
||
|
Other
|
3,780
|
|
|
4,568
|
|
||
|
|
$
|
84,736
|
|
|
$
|
88,792
|
|
|
|
October 31,
2012 |
|
January 31,
2013 |
||||
|
Warranty
|
$
|
55,132
|
|
|
$
|
53,490
|
|
|
Compensation, payroll related tax and benefits
|
48,885
|
|
|
56,965
|
|
||
|
Vacation
|
29,581
|
|
|
29,247
|
|
||
|
Current restructuring liabilities
|
3,516
|
|
|
3,981
|
|
||
|
Interest payable
|
4,404
|
|
|
8,355
|
|
||
|
Other
|
68,022
|
|
|
62,880
|
|
||
|
|
$
|
209,540
|
|
|
$
|
214,918
|
|
|
|
|
|
|
|
|
|
Balance at
|
||||||
|
Three months ended
|
Beginning
|
|
|
|
|
|
end of
|
||||||
|
January 31,
|
Balance
|
|
Provisions
|
|
Settlements
|
|
period
|
||||||
|
2012
|
$
|
47,282
|
|
|
7,706
|
|
|
(5,944
|
)
|
|
$
|
49,044
|
|
|
2013
|
$
|
55,132
|
|
|
4,029
|
|
|
(5,671
|
)
|
|
$
|
53,490
|
|
|
|
October 31,
2012 |
|
January 31,
2013 |
||||
|
Products
|
$
|
29,279
|
|
|
$
|
34,766
|
|
|
Services
|
77,797
|
|
|
73,712
|
|
||
|
|
107,076
|
|
|
108,478
|
|
||
|
Less current portion
|
(79,516
|
)
|
|
(79,916
|
)
|
||
|
Long-term deferred revenue
|
$
|
27,560
|
|
|
$
|
28,562
|
|
|
(12)
|
FOREIGN CURRENCY FORWARD CONTRACTS
|
|
(13)
|
CONVERTIBLE NOTES PAYABLE
|
|
|
Liability Component
|
|
Equity Component
|
||||||||||||
|
|
Principal Balance
|
|
Unamortized Discount
|
|
Net Carrying Amount
|
|
Net Carrying Amount
|
||||||||
|
4.0% Convertible Senior Notes due December 15, 2020
|
$
|
187,852
|
|
|
$
|
16,968
|
|
|
$
|
170,884
|
|
|
$
|
43,100
|
|
|
|
January 31, 2013
|
||||||
|
Description
|
Carrying Value
|
|
Fair Value
(2)
|
||||
|
0.25% Convertible Senior Notes due May 1, 2013
|
216,210
|
|
|
215,669
|
|
||
|
4.0% Convertible Senior Notes, due March 15, 2015
(1)
|
187,861
|
|
|
210,703
|
|
||
|
0.875% Convertible Senior Notes due June 15, 2017
|
500,000
|
|
|
450,000
|
|
||
|
3.75% Convertible Senior Notes due October 15, 2018
|
350,000
|
|
|
399,875
|
|
||
|
4.0% Convertible Senior Notes due December 15, 2020
(3)
|
170,884
|
|
|
222,422
|
|
||
|
|
$
|
1,424,955
|
|
|
$
|
1,498,669
|
|
|
(1)
|
Includes unamortized bond premium related to embedded redemption feature
|
|
(2)
|
The fair value reported above is based on the quoted prices for the notes on the date above.
|
|
(3)
|
Includes unamortized discount and accretion of principal.
|
|
(14)
|
CREDIT FACILITY
|
|
(15)
|
EARNINGS (LOSS) PER SHARE CALCULATION
|
|
|
Quarter Ended January 31,
|
||||||
|
Numerator
|
2012
|
|
2013
|
||||
|
Net loss
|
$
|
(47,653
|
)
|
|
$
|
(47,324
|
)
|
|
|
Quarter Ended January 31,
|
||||
|
Denominator
|
2012
|
|
2013
|
||
|
Basic weighted average shares outstanding
|
98,066
|
|
|
101,204
|
|
|
Dilutive weighted average shares outstanding
|
98,066
|
|
|
101,204
|
|
|
|
Quarter Ended January 31,
|
||||||
|
EPS
|
2012
|
|
2013
|
||||
|
Basic EPS
|
$
|
(0.49
|
)
|
|
$
|
(0.47
|
)
|
|
Diluted EPS
|
$
|
(0.49
|
)
|
|
$
|
(0.47
|
)
|
|
|
Quarter Ended January 31,
|
||||
|
|
2012
|
|
2013
|
||
|
Shares underlying stock options, restricted stock units and warrants
|
7,098
|
|
|
5,223
|
|
|
0.25% Convertible Senior Notes due May 1, 2013
|
5,470
|
|
|
5,470
|
|
|
4.0% Convertible Senior Notes due March 15, 2015
|
18,396
|
|
|
14,615
|
|
|
0.875% Convertible Senior Notes due June 15, 2017
|
13,108
|
|
|
13,108
|
|
|
3.75% Convertible Senior Notes due October 15, 2018
|
17,355
|
|
|
17,355
|
|
|
4.0% Convertible Senior Notes due December 15, 2020
|
—
|
|
|
3,781
|
|
|
Total excluded due to anti-dilutive effect
|
61,427
|
|
|
59,552
|
|
|
(16)
|
SHARE-BASED COMPENSATION EXPENSE
|
|
|
Shares Underlying
Options
Outstanding
|
|
Weighted
Average
Exercise Price
|
|||
|
Balance at October 31, 2012
|
3,207
|
|
|
$
|
27.58
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
Exercised
|
(19
|
)
|
|
7.51
|
|
|
|
Canceled
|
(626
|
)
|
|
31.46
|
|
|
|
Balance at January 31, 2013
|
2,562
|
|
|
$
|
26.79
|
|
|
|
|
|
|
|
|
Options Outstanding at
|
|
Vested Options at
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
January 31, 2013
|
|
January 31, 2013
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
Number
|
|
Weighted
Average
Remaining
|
|
Weighted
|
|
|
|
Number
|
|
Weighted
Average
Remaining
|
|
Weighted
|
|
|
|||||||||||||||||
|
Range of
|
|
of
|
|
Contractual
|
|
Average
|
|
Aggregate
|
|
of
|
|
Contractual
|
|
Average
|
|
Aggregate
|
|||||||||||||||||||||
|
Exercise
|
|
Underlying
|
|
Life
|
|
Exercise
|
|
Intrinsic
|
|
Underlying
|
|
Life
|
|
Exercise
|
|
Intrinsic
|
|||||||||||||||||||||
|
Price
|
|
Shares
|
|
(Years)
|
|
Price
|
|
Value
|
|
Shares
|
|
(Years)
|
|
Price
|
|
Value
|
|||||||||||||||||||||
|
$
|
0.94
|
|
|
—
|
|
|
$
|
16.31
|
|
|
293
|
|
|
4.67
|
|
|
$
|
8.44
|
|
|
$
|
2,177
|
|
|
275
|
|
|
4.55
|
|
|
$
|
8.23
|
|
|
$
|
2,104
|
|
|
$
|
16.52
|
|
|
—
|
|
|
$
|
17.29
|
|
|
383
|
|
|
2.29
|
|
|
16.68
|
|
|
—
|
|
|
383
|
|
|
2.29
|
|
|
16.68
|
|
|
—
|
|
||||
|
$
|
17.43
|
|
|
—
|
|
|
$
|
24.50
|
|
|
513
|
|
|
2.15
|
|
|
20.50
|
|
|
—
|
|
|
513
|
|
|
2.15
|
|
|
20.50
|
|
|
—
|
|
||||
|
$
|
24.69
|
|
|
—
|
|
|
$
|
28.28
|
|
|
369
|
|
|
3.69
|
|
|
26.94
|
|
|
—
|
|
|
369
|
|
|
3.69
|
|
|
26.94
|
|
|
—
|
|
||||
|
$
|
28.61
|
|
|
—
|
|
|
$
|
31.43
|
|
|
174
|
|
|
3.28
|
|
|
29.62
|
|
|
—
|
|
|
173
|
|
|
3.28
|
|
|
29.62
|
|
|
—
|
|
||||
|
$
|
31.71
|
|
|
—
|
|
|
$
|
32.55
|
|
|
26
|
|
|
4.02
|
|
|
31.92
|
|
|
—
|
|
|
26
|
|
|
4.02
|
|
|
31.92
|
|
|
—
|
|
||||
|
$
|
33.00
|
|
|
—
|
|
|
$
|
37.10
|
|
|
302
|
|
|
4.13
|
|
|
35.19
|
|
|
—
|
|
|
302
|
|
|
4.13
|
|
|
35.19
|
|
|
—
|
|
||||
|
$
|
37.31
|
|
|
—
|
|
|
$
|
47.32
|
|
|
477
|
|
|
1.65
|
|
|
44.88
|
|
|
—
|
|
|
477
|
|
|
1.65
|
|
|
44.88
|
|
|
—
|
|
||||
|
$
|
47.53
|
|
|
—
|
|
|
$
|
55.79
|
|
|
25
|
|
|
0.70
|
|
|
48.94
|
|
|
—
|
|
|
25
|
|
|
0.7
|
|
|
48.94
|
|
|
—
|
|
||||
|
$
|
0.94
|
|
|
—
|
|
|
$
|
267.52
|
|
|
2,562
|
|
|
2.90
|
|
|
$
|
26.79
|
|
|
$
|
2,177
|
|
|
2,543
|
|
|
2.88
|
|
|
$
|
26.89
|
|
|
$
|
2,104
|
|
|
|
Restricted
Stock Units
Outstanding
|
|
Weighted
Average Grant
Date Fair Value
Per Share
|
|
Aggregate
Fair Value
|
|||||
|
Balance at October 31, 2012
|
4,403
|
|
|
$
|
14.16
|
|
|
$
|
56,267
|
|
|
Granted
|
2,000
|
|
|
|
|
|
||||
|
Vested
|
(473
|
)
|
|
|
|
|
||||
|
Canceled or forfeited
|
(486
|
)
|
|
|
|
|
||||
|
Balance at January 31, 2013
|
5,444
|
|
|
$
|
14.84
|
|
|
$
|
86,402
|
|
|
|
Quarter Ended January 31,
|
||||||
|
|
2012
|
|
2013
|
||||
|
Product costs
|
$
|
485
|
|
|
$
|
561
|
|
|
Service costs
|
437
|
|
|
427
|
|
||
|
Share-based compensation expense included in cost of sales
|
922
|
|
|
988
|
|
||
|
Research and development
|
2,134
|
|
|
2,033
|
|
||
|
Sales and marketing
|
3,101
|
|
|
2,743
|
|
||
|
General and administrative
|
2,797
|
|
|
2,556
|
|
||
|
Acquisition and integration costs
|
6
|
|
|
—
|
|
||
|
Share-based compensation expense included in operating expense
|
8,038
|
|
|
7,332
|
|
||
|
Share-based compensation expense capitalized in inventory, net
|
(72
|
)
|
|
—
|
|
||
|
Total share-based compensation
|
$
|
8,888
|
|
|
$
|
8,320
|
|
|
(17)
|
SEGMENTS AND ENTITY WIDE DISCLOSURES
|
|
•
|
Converged Packet Optical —
includes networking solutions optimized for the convergence of coherent optical transport, OTN switching and packet switching. These platforms enable automated packet-optical infrastructures that create and efficiently allocate high-capacity bandwidth for the delivery of a wide variety of enterprise and consumer-oriented network services. Products in this segment include the 6500 Packet-Optical Platform featuring Ciena's WaveLogic coherent optical processors. Products also include Ciena's family of CoreDirector® Multiservice Optical Switches, its 5430 Reconfigurable Switching System and its OTN configuration for the 5410 Reconfigurable Switching System. These products include multiservice, multi-protocol switching systems that consolidate the functionality of an add/drop multiplexer, digital cross-connect and packet switch into a single, high-capacity intelligent switching system. These products address both the core and metro segments of communications networks and support key managed services, Ethernet/TDM Private Line, Triple Play and IP services. This segment also includes sales of operating system software and enhanced software features embedded in each of these products. Revenue from this segment is included in product revenue on the Condensed Consolidated Statement of Operations.
|
|
•
|
Packet Networking —
principally includes Ciena's 3000 family of service delivery switches and service aggregation switches, the 5000 series of service aggregation switches, and its Ethernet packet configuration for the 5410 Service Aggregation Switch. These products support the access and aggregation tiers of communications networks and have principally been deployed to support wireless backhaul infrastructures and business data services. Employing sophisticated, carrier-grade Ethernet switching technology, these products deliver quality of service capabilities, virtual local area networking and switching functions, and carrier-grade operations, administration, and maintenance features. This segment includes legacy broadband products that transition voice networks to support Internet-based (IP) telephony, video services and DSL. This segment also includes sales of operating system software and enhanced software features embedded in each of these products. Revenue from this segment is included in product revenue on the Condensed Consolidated Statement of Operations.
|
|
•
|
Optical Transport —
includes optical transport solutions that add capacity to core, regional and metro networks and enable cost-effective and efficient transport of voice, video and data traffic at high transmission speeds. Ciena's principal products in this segment include the 4200 Advanced Services Platform, Corestream® Agility Optical Transport System, 5100/5200 Advanced Services Platform, Common Photonic Layer (CPL), and 6100 Multiservice Optical Platform. This segment includes sales from SONET/SDH, transport and data networking products, as well as certain enterprise-oriented transport solutions that support storage and LAN extension, interconnection of data centers, and virtual private networks. This segment also includes operating system software and enhanced software features embedded in each of these products. Revenue from this segment is included in product revenue on the Condensed Consolidated Statement of Operations.
|
|
•
|
Software and Services —
includes the Ciena One software suite, including OneControl, the integrated network and service management software designed to automate and simplify network management, operation and service delivery. These software solutions can track individual services across multiple product suites, facilitating planned network maintenance, outage detection and identification of customers or services affected by network performance. In addition to Ciena One, this segment includes the ON-Center® Network & Service Management Suite, Ethernet Services Manger, and the OMEA and Preside platforms from the MEN Business. This segment also includes a broad range of consulting and support services, including installation and deployment, maintenance support, consulting, network design and training activities. Except for revenue from the software portion of this segment, which is included in product revenue, revenue from this segment is included in services revenue on the Condensed Consolidated Statement of Operations.
|
|
|
Quarter Ended January 31,
|
||||||
|
|
2012
|
|
2013
|
||||
|
Revenue:
|
|
|
|
||||
|
Converged Packet Optical
|
$
|
202,044
|
|
|
$
|
239,960
|
|
|
Packet Networking
|
21,501
|
|
|
45,837
|
|
||
|
Optical Transport
|
107,656
|
|
|
57,597
|
|
||
|
Software and Services
|
85,484
|
|
|
109,699
|
|
||
|
Consolidated revenue
|
$
|
416,685
|
|
|
$
|
453,093
|
|
|
|
Quarter Ended January 31,
|
||||||
|
|
2012
|
|
2013
|
||||
|
Segment profit (loss):
|
|
|
|
||||
|
Converged Packet Optical
|
$
|
30,288
|
|
|
$
|
47,118
|
|
|
Packet Networking
|
(4,288
|
)
|
|
5,083
|
|
||
|
Optical Transport
|
34,031
|
|
|
20,587
|
|
||
|
Software and Services
|
18,061
|
|
|
33,882
|
|
||
|
Total segment profit
|
78,092
|
|
|
106,670
|
|
||
|
Less: non-performance operating expenses
|
|
|
|
||||
|
Selling and marketing
|
64,411
|
|
|
66,588
|
|
||
|
General and administrative
|
29,664
|
|
|
28,208
|
|
||
|
Amortization of intangible assets
|
13,471
|
|
|
12,453
|
|
||
|
Restructuring costs
|
1,722
|
|
|
5,030
|
|
||
|
Add: other non-performance financial items
|
|
|
|
||||
|
Interest expense and other income (loss), net
|
(14,457
|
)
|
|
(10,869
|
)
|
||
|
Loss on extinguishment of debt
|
—
|
|
|
(28,630
|
)
|
||
|
Less: Provision for income taxes
|
2,020
|
|
|
2,216
|
|
||
|
Consolidated net loss
|
$
|
(47,653
|
)
|
|
$
|
(47,324
|
)
|
|
|
Quarter Ended January 31,
|
||||||
|
|
2012
|
|
2013
|
||||
|
United States
|
$
|
233,078
|
|
|
$
|
264,235
|
|
|
Canada
|
42,652
|
|
|
n/a
|
|
||
|
International
|
140,955
|
|
|
188,858
|
|
||
|
Total
|
$
|
416,685
|
|
|
$
|
453,093
|
|
|
n/a
|
Denotes revenue representing less than 10% of total revenue for the period
|
|
|
October 31,
2012 |
|
January 31,
2013 |
||||
|
United States
|
$
|
64,653
|
|
|
$
|
64,145
|
|
|
Canada
|
48,376
|
|
|
47,634
|
|
||
|
Other International
|
10,551
|
|
|
10,428
|
|
||
|
Total
|
$
|
123,580
|
|
|
$
|
122,207
|
|
|
|
Quarter Ended January 31,
|
||||||
|
|
2012
|
|
2013
|
||||
|
Company A
|
$
|
80,586
|
|
|
$
|
71,679
|
|
|
Company B
|
n/a
|
|
|
48,063
|
|
||
|
Total
|
$
|
80,586
|
|
|
$
|
119,742
|
|
|
n/a
|
Denotes revenue representing less than 10% of total revenue for the period
|
|
(18)
|
COMMITMENTS AND CONTINGENCIES
|
|
•
|
Product revenue for the
first
quarter of fiscal
2013
decreased
by
$10.1 million
, primarily due to a decrease of $14.2 million in Optical Transport, slightly offset by an increase of $3.7 million in software sales.
|
|
•
|
Service revenue for the
first
quarter of fiscal
2013
decreased
by
$2.3 million
.
|
|
•
|
Revenue from the United States for the
first
quarter of fiscal
2013
was
$264.2 million
,
an increase
from
$249.5 million
in the
fourth
quarter of fiscal
2012
.
|
|
•
|
International revenue for the
first
quarter of fiscal
2013
was
$188.9 million
,
a decrease
from
$216.0 million
in the
fourth
quarter of fiscal
2012
.
|
|
•
|
As a percentage of revenue, international revenue was
41.7%
during the
first
quarter of fiscal
2013
,
a decrease
from
46.4%
during the
fourth
quarter of fiscal
2012
.
|
|
•
|
For the
first
quarter of fiscal
2013
,
two
customers
each accounted for greater than 10% of revenue and represented
26.4%
of total revenue. This compares to
one
customer that accounted for greater than 10% of revenue and represented
11.3%
of total revenue in the
fourth
quarter of fiscal
2012
.
|
|
•
|
Converged Packet Optical —
includes networking solutions optimized for the convergence of coherent optical transport, OTN switching and packet switching. These platforms enable automated packet-optical infrastructures that create and efficiently allocate high-capacity bandwidth for the delivery of a wide variety of enterprise and consumer-oriented network services. Products in this segment include the 6500 Packet-Optical Platform featuring Ciena's WaveLogic coherent optical processors. Products also include Ciena's family of CoreDirector® Multiservice Optical Switches, its 5430 Reconfigurable Switching System and its OTN configuration for the 5410 Reconfigurable Switching System. These products include multiservice, multi-protocol switching systems that consolidate the functionality of an add/drop multiplexer, digital cross-connect and packet switch into a single, high-capacity intelligent switching system. These products address both the core and metro segments of communications networks and support key managed services, Ethernet/TDM Private Line, Triple Play and IP services. This segment also includes sales of operating system software and enhanced software features embedded in each of these products. Revenue from this segment is included in product revenue on the Condensed Consolidated Statement of Operations.
|
|
•
|
Packet Networking —
principally includes Ciena's 3000 family of service delivery switches and service aggregation switches, the 5000 series of service aggregation switches, and its Ethernet packet configuration for the 5410 Service Aggregation Switch. These products support the access and aggregation tiers of communications networks and have principally been deployed to support wireless backhaul infrastructures and business data services. Employing sophisticated, carrier-grade Ethernet switching technology, these products deliver quality of service capabilities, virtual local area networking and switching functions, and carrier-grade operations, administration, and maintenance features. This segment also includes legacy broadband products that transition voice networks to support Internet-based (IP) telephony, video services and DSL. This segment also includes sales of operating system software and enhanced software features embedded in each of these products. Revenue from this segment is included in product revenue on the Condensed Consolidated Statement of Operations.
|
|
•
|
Optical Transport —
includes optical transport solutions that add capacity to core, regional and metro networks and enable cost-effective and efficient transport of voice, video and data traffic at high transmission speeds. Ciena's principal products in this segment include the 4200 Advanced Services Platform, Corestream® Agility Optical Transport System, 5100/5200 Advanced Services Platform, Common Photonic Layer (CPL), and 6100 Multiservice Optical Platform. This segment includes sales from SONET/SDH, transport and data networking products, as well as certain enterprise-oriented transport solutions that support storage and LAN extension, interconnection of data centers, and virtual private networks. This segment also includes operating system software and enhanced software features
|
|
•
|
Software and Services —
includes the Ciena One software suite, including OneControl, the integrated network and service management software designed to automate and simplify network management, operation and service delivery. These software solutions can track individual services across multiple product suites, facilitating planned network maintenance, outage detection and identification of customers or services affected by network performance. In addition to Ciena One, this segment includes the ON-Center® Network & Service Management Suite, Ethernet Services Manger, and the OMEA and Preside platforms from the MEN Business. This segment also includes a broad range of consulting and support services, including installation and deployment, maintenance support, consulting, network design and training activities. Except for revenue from the software portion of this segment, which is included in product revenue, revenue from this segment is included in services revenue on the Condensed Consolidated Statement of Operations.
|
|
|
Quarter Ended January 31,
|
|
Increase
|
|
|
|||||||||||||
|
|
2012
|
|
%*
|
|
2013
|
|
%*
|
|
(decrease)
|
|
%**
|
|||||||
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Converged Packet Optical
|
$
|
202,044
|
|
|
48.5
|
|
$
|
239,960
|
|
|
53.0
|
|
$
|
37,916
|
|
|
18.8
|
|
|
Packet Networking
|
21,501
|
|
|
5.2
|
|
45,837
|
|
|
10.1
|
|
24,336
|
|
|
113.2
|
|
|||
|
Optical Transport
|
107,656
|
|
|
25.8
|
|
57,597
|
|
|
12.7
|
|
(50,059
|
)
|
|
(46.5
|
)
|
|||
|
Software and Services
|
85,484
|
|
|
20.5
|
|
109,699
|
|
|
24.2
|
|
24,215
|
|
|
28.3
|
|
|||
|
Consolidated revenue
|
$
|
416,685
|
|
|
100.0
|
|
$
|
453,093
|
|
|
100.0
|
|
$
|
36,408
|
|
|
8.7
|
|
|
•
|
Converged Packet Optical
revenue
increased
reflecting a $47.0 million increase in sales of our 6500 Packet-Optical Platform, largely driven by service provider demand for high-capacity, optical transport for coherent 40G and 100G network infrastructures. In addition, sales of our 5430 reconfigurable switching system and the OTN configuration for the 5410 Reconfigurable Switching System increased by $5.5 million and $5.2 million respectively. These increases were partially offset by a $20.1 million decrease in sales of our CoreDirector® Multiservice Optical Switches. The strong performance of this segment, particularly as compared to the expected annual revenue declines in Optical Transport segment revenue, reflects the preference of network operators to adopt next-generation architectures that enable the convergence of high-capacity, coherent optical transport with integrated OTN switching and control plane functionality.
|
|
•
|
Packet Networking
revenue
increased
reflecting increases of $18.0 million in sales of our 3000 and 5000 families of service delivery and aggregation switches and a $6.3 million increase in sales of our 5410 Service Aggregation Switch to support wireless backhaul, Ethernet business services and residential broadband applications. Segment revenue benefited from the expansion of Ethernet business services by our North American service provider customers and sales of service delivery and aggregation products in support of this effort.
|
|
•
|
Optical Transport
revenue
decreased
reflecting sales decreases of $17.7 million in our 4200 Advanced Services Platform, $12.5 million of 5100/5200 Advanced Services Platform, $12.0 million in legacy transport products, $4.8 million of CPL and $3.0 million in our 6100 Multiservice Optical Platform. Revenue for our Optical Transport segment, which currently consists principally of stand-alone WDM and SONET/SDH-based transport platforms, has experienced meaningful declines in annual revenue in recent years, reflecting network operators' transition toward next-generation network architectures as described above.
|
|
•
|
Software and Services
revenue
increased
reflecting increases of $10.5 million in installation and deployment, $7.2 million in software sales, $4.6 million in network transformation consulting and $2.0 million in maintenance and support services revenue.
|
|
|
Quarter Ended January 31,
|
|
Increase
|
|
|
||||||||||||
|
|
2012
|
|
%*
|
|
2013
|
|
%*
|
|
(decrease)
|
|
%**
|
||||||
|
United States
|
$
|
233,078
|
|
|
55.9
|
|
$
|
264,235
|
|
|
58.3
|
|
$
|
31,157
|
|
|
13.4
|
|
International
|
183,607
|
|
|
44.1
|
|
188,858
|
|
|
41.7
|
|
5,251
|
|
|
2.9
|
|||
|
Total
|
$
|
416,685
|
|
|
100.0
|
|
$
|
453,093
|
|
|
100.0
|
|
$
|
36,408
|
|
|
8.7
|
|
•
|
United States revenue
reflects
increases
of $22.6 million in Packet Networking sales, $11.6 million in Software and Services revenue and $9.8 million in Converged Packet Optical sales. These increases were partially offset by a decrease of $12.8 million in Optical Transport sales.
|
|
•
|
International revenue reflects
increases
of $28.1 million in Converged Packet Optical sales, $12.6 million in Software and Services revenue and $1.8 million in Packet Networking sales. These increases were offset by a decrease of $37.3 million in Optical Transport sales.
|
|
|
Quarter Ended January 31,
|
|
Increase
|
|
|
||||||||||||
|
|
2012
|
|
%*
|
|
2013
|
|
%*
|
|
(decrease)
|
|
%**
|
||||||
|
Total revenue
|
$
|
416,685
|
|
|
100.0
|
|
$
|
453,093
|
|
|
100.0
|
|
$
|
36,408
|
|
|
8.7
|
|
Total cost of goods sold
|
248,929
|
|
|
59.7
|
|
257,298
|
|
|
56.8
|
|
8,369
|
|
|
3.4
|
|||
|
Gross profit
|
$
|
167,756
|
|
|
40.3
|
|
$
|
195,795
|
|
|
43.2
|
|
$
|
28,039
|
|
|
16.7
|
|
|
Quarter Ended January 31,
|
|
Increase
|
|
|
|||||||||||||
|
|
2012
|
|
%*
|
|
2013
|
|
%*
|
|
(decrease)
|
|
%**
|
|||||||
|
Product revenue
|
$
|
333,673
|
|
|
100.0
|
|
$
|
353,057
|
|
|
100.0
|
|
$
|
19,384
|
|
|
5.8
|
|
|
Product cost of goods sold
|
197,752
|
|
|
59.3
|
|
196,521
|
|
|
55.7
|
|
(1,231
|
)
|
|
(0.6
|
)
|
|||
|
Product gross profit
|
$
|
135,921
|
|
|
40.7
|
|
$
|
156,536
|
|
|
44.3
|
|
$
|
20,615
|
|
|
15.2
|
|
|
|
Quarter Ended January 31,
|
|
Increase
|
|
|
||||||||||||
|
|
2012
|
|
%*
|
|
2013
|
|
%*
|
|
(decrease)
|
|
%**
|
||||||
|
Service revenue
|
$
|
83,012
|
|
|
100.0
|
|
$
|
100,036
|
|
|
100.0
|
|
$
|
17,024
|
|
|
20.5
|
|
Service cost of goods sold
|
51,177
|
|
|
61.7
|
|
60,777
|
|
|
60.8
|
|
9,600
|
|
|
18.8
|
|||
|
Service gross profit
|
$
|
31,835
|
|
|
38.3
|
|
$
|
39,259
|
|
|
39.2
|
|
$
|
7,424
|
|
|
23.3
|
|
•
|
Gross profit as a percentage of revenue
increased
as a result of the factors described below.
|
|
•
|
Gross profit on products as a percentage of product revenue
increased
primarily due to improved mix of higher-margin packet platforms with software content, including within our Packet Networking and Converged Packet Optical segments, higher sales of integrated network service management software, lower warranty costs, lower excess and obsolete inventory charges and greater leverage from efforts to streamline and optimize our supply chain activities.
|
|
•
|
Gross profit on services as a percentage of services revenue
increased
primarily due to improved margins on installation and deployment services and increased consulting service revenue, including our Network Transformation Solutions offering. These margin improvements are due to operational efficiencies.
|
|
|
Quarter Ended January 31,
|
|
Increase
|
|
|
|||||||||||||
|
|
2012
|
|
%*
|
|
2013
|
|
%*
|
|
(decrease)
|
|
%**
|
|||||||
|
Research and development
|
$
|
89,664
|
|
|
21.5
|
|
$
|
89,125
|
|
|
19.7
|
|
$
|
(539
|
)
|
|
(0.6
|
)
|
|
Selling and marketing
|
64,411
|
|
|
15.5
|
|
66,588
|
|
|
14.7
|
|
2,177
|
|
|
3.4
|
|
|||
|
General and administrative
|
29,664
|
|
|
7.1
|
|
28,208
|
|
|
6.2
|
|
(1,456
|
)
|
|
(4.9
|
)
|
|||
|
Amortization of intangible assets
|
13,471
|
|
|
3.2
|
|
12,453
|
|
|
2.7
|
|
(1,018
|
)
|
|
(7.6
|
)
|
|||
|
Restructuring costs
|
1,722
|
|
|
0.4
|
|
5,030
|
|
|
1.1
|
|
3,308
|
|
|
192.1
|
|
|||
|
Total operating expenses
|
$
|
198,932
|
|
|
47.7
|
|
$
|
201,404
|
|
|
44.4
|
|
$
|
2,472
|
|
|
1.2
|
|
|
•
|
Research and development expense
was adversely affected by
$1.1 million
as a result of foreign exchange rates, primarily due to the weakening of the U.S. dollar in relation to the Canadian dollar. The
$0.5 million
decrease
consists of a $3.0 million decrease in professional services offset by increases of $1.1 million in prototypes and $1.1 million in facilities and information systems expenses. Our prioritization of expense reflects the research and development strategy described above and our focused transition from traditional optical transport platforms toward converged packet networking platforms that promote our OP
n
Architecture vision.
|
|
•
|
Selling and marketing expense
benefited from
$0.2 million
due to foreign exchange rates, primarily due to the strengthening of the U.S. dollar in relation to the Euro and the Indian Rupee. The
$2.2 million
increase
primarily reflects increases of $1.7 million in facilities and information systems expense, $1.5 million in travel and related expense and $1.0 million in professional services. This increase was partially offset by a $2.3 million decrease in employee compensation.
|
|
•
|
General and administrative expense
decreased
by
$1.5 million
primarily due to decreases of $0.7 million in provisions for doubtful accounts, $0.4 million in severance cost, and $0.3 million in share-based compensation expense.
|
|
•
|
Amortization of intangible assets
decreased
slightly due to certain intangible assets having reached the end of their economic lives.
|
|
•
|
Restructuring costs
primarily reflect certain severance and related expense associated with headcount reductions and initiatives to improve efficiency as described in "Overview — Restructuring" above.
|
|
|
Quarter Ended January 31,
|
|
Increase
|
|
|
|||||||||||||||
|
|
2012
|
|
%*
|
|
2013
|
|
%*
|
|
(decrease)
|
|
%**
|
|||||||||
|
Interest and other income (loss), net
|
$
|
(4,887
|
)
|
|
(1.2
|
)
|
|
$
|
(137
|
)
|
|
0.0
|
|
|
$
|
4,750
|
|
|
(97.2
|
)
|
|
Interest expense
|
$
|
9,570
|
|
|
2.3
|
|
|
$
|
10,732
|
|
|
2.4
|
|
|
$
|
1,162
|
|
|
12.1
|
|
|
Loss on extinguishment of debt
|
$
|
—
|
|
|
0.0
|
|
|
$
|
28,630
|
|
|
6.3
|
|
|
$
|
28,630
|
|
|
100
|
|
|
Provision for income taxes
|
$
|
2,020
|
|
|
0.5
|
|
|
$
|
2,216
|
|
|
0.5
|
|
|
$
|
196
|
|
|
9.7
|
|
|
•
|
Interest and other income (loss), net
increased
, reflecting a $3.3 million improvement in foreign exchange rates on assets and liabilities denominated in a currency other than the relevant functional currency. Interest and other income (loss) also benefited from a $1.3 million non-cash gain related to the change in fair value of the embedded redemption feature associated with our 2015 Notes.
|
|
•
|
Interest expense
increases reflect increases of $0.5 million relating to the convertible note exchange transactions described in "Overview" above during the first quarter of fiscal 2013 and $0.6 million in expense relating to our asset backed loan facility entered into during the fourth quarter of fiscal 2012.
|
|
•
|
Loss on extinguishment of debt
reflects a non-cash loss of $28.6 million relating to the exchange transactions described in "Overview" above during the first quarter of fiscal 2013. Upon issuance, the 2020 Notes were recorded at a fair value of $213.6 million. The exchange transactions resulted in the retirement of outstanding 2015 Notes with a carrying value of $187.9 million and the write-off of unamortized debt issuance costs of $2.3 million and $0.6 million relating to the redemption feature on the 2015 Notes accounted for as a separate embedded derivative.
|
|
•
|
Provision for income taxes
remained relatively unchanged.
|
|
|
Quarter Ended January 31,
|
|
|
|
||||||||||
|
|
2012
|
|
2013
|
|
Increase (decrease)
|
|
%*
|
|||||||
|
Segment profit (loss):
|
|
|
|
|
|
|
|
|||||||
|
Converged Packet Optical
|
$
|
30,288
|
|
|
$
|
47,118
|
|
|
$
|
16,830
|
|
|
55.6
|
|
|
Packet Networking
|
$
|
(4,288
|
)
|
|
$
|
5,083
|
|
|
$
|
9,371
|
|
|
(218.5
|
)
|
|
Optical Transport
|
$
|
34,031
|
|
|
$
|
20,587
|
|
|
$
|
(13,444
|
)
|
|
(39.5
|
)
|
|
Software and Services
|
$
|
18,061
|
|
|
$
|
33,882
|
|
|
$
|
15,821
|
|
|
87.6
|
|
|
•
|
Converged Packet Optical segment
profit
increased
primarily due to increased sales volume.
|
|
•
|
Packet Networking
segment
profit
improvement was primarily due to increased sales volume and improved gross margin, partially offset by increased research and development costs.
|
|
•
|
Optical Transport
segment
profit
decreased
primarily due to reduced sales volume, partially offset by improved gross margin and lower research and development costs.
|
|
•
|
Software and Services
segment
profit
increased
primarily due to increased sales volume and improved gross margin.
|
|
|
October 31,
2012 |
|
January 31,
2013 |
|
Increase
(decrease)
|
||||||
|
Cash and cash equivalents
|
$
|
642,444
|
|
|
$
|
552,267
|
|
|
$
|
(90,177
|
)
|
|
Short-term investments in marketable debt securities
|
50,057
|
|
|
84,918
|
|
|
34,861
|
|
|||
|
Total cash and cash equivalents and investments in marketable debt securities
|
$
|
692,501
|
|
|
$
|
637,185
|
|
|
$
|
(55,316
|
)
|
|
•
|
$45.7 million
cash
used
from operations, consisting of
$32.5 million
provided by
net losses (adjusted for non-cash charges) and
$78.2 million
used in
working capital;
|
|
•
|
$12.2 million
used for purchases of equipment, furniture, fixtures and intellectual property, partially offset by
$0.6 million
transferred from restricted cash due to a decrease in the amount of collateral required to support our standby letters of credit;
|
|
•
|
$5.8 million
from stock issuances under our employee stock purchase plan;
|
|
•
|
$3.2 million
used for transaction costs relating to the private exchange offers relating to our 2015 Notes completed during the first quarter of fiscal 2013 as described in "Overview" above; and
|
|
•
|
$0.7 million
used relating to repayment of capital lease obligations.
|
|
|
Three months ended
|
||
|
|
January 31, 2013
|
||
|
Net loss
|
$
|
(47,324
|
)
|
|
Adjustments for non-cash charges:
|
|
||
|
Loss on extinguishment of debt
|
28,630
|
|
|
|
Change in fair value of embedded redemption feature
|
(310
|
)
|
|
|
Depreciation of equipment, furniture and fixtures, and amortization of leasehold improvements
|
14,745
|
|
|
|
Share-based compensation costs
|
8,320
|
|
|
|
Amortization of intangible assets
|
17,838
|
|
|
|
Provision for inventory excess and obsolescence
|
3,580
|
|
|
|
Provision for warranty
|
4,029
|
|
|
|
Other
|
2,951
|
|
|
|
Net losses (adjusted for non-cash charges)
|
$
|
32,459
|
|
|
|
October 31,
2012 |
|
January 31,
2013 |
|
Increase
(decrease)
|
||||||
|
Accounts receivable, net
|
$
|
345,496
|
|
|
$
|
394,785
|
|
|
$
|
49,289
|
|
|
|
October 31,
2012 |
|
January 31,
2013 |
|
Increase
(decrease)
|
||||||
|
Raw materials
|
$
|
39,678
|
|
|
$
|
46,230
|
|
|
$
|
6,552
|
|
|
Work-in-process
|
10,736
|
|
|
7,079
|
|
|
(3,657
|
)
|
|||
|
Finished goods
|
178,210
|
|
|
178,815
|
|
|
605
|
|
|||
|
Deferred cost of goods sold
|
71,484
|
|
|
77,146
|
|
|
5,662
|
|
|||
|
Gross inventory
|
300,108
|
|
|
309,270
|
|
|
9,162
|
|
|||
|
Provision for inventory excess and obsolescence
|
(40,010
|
)
|
|
(42,369
|
)
|
|
(2,359
|
)
|
|||
|
Inventory
|
$
|
260,098
|
|
|
$
|
266,901
|
|
|
$
|
6,803
|
|
|
|
October 31,
2012 |
|
January 31,
2013 |
|
Increase
(decrease)
|
||||||
|
Accounts payable
|
$
|
179,704
|
|
|
$
|
182,671
|
|
|
$
|
2,967
|
|
|
Accrued liabilities
|
209,540
|
|
|
214,918
|
|
|
5,378
|
|
|||
|
Other long-term obligations
|
31,779
|
|
|
32,785
|
|
|
1,006
|
|
|||
|
Accounts payable, accruals and other obligations
|
$
|
421,023
|
|
|
$
|
430,374
|
|
|
$
|
9,351
|
|
|
|
October 31,
2012 |
|
January 31,
2013 |
|
Increase
(decrease)
|
||||||
|
Products
|
$
|
29,279
|
|
|
$
|
34,766
|
|
|
$
|
5,487
|
|
|
Services
|
77,797
|
|
|
73,712
|
|
|
(4,085
|
)
|
|||
|
Total deferred revenue
|
$
|
107,076
|
|
|
$
|
108,478
|
|
|
$
|
1,402
|
|
|
|
Total
|
|
Less than one year
|
|
One to three years
|
|
Three to five years
|
|
Thereafter
|
||||||||||
|
Interest due on convertible notes
|
$
|
177,201
|
|
|
$
|
32,513
|
|
|
$
|
61,250
|
|
|
$
|
47,813
|
|
|
$
|
35,625
|
|
|
Principal due at maturity on convertible notes (1)
|
1,470,837
|
|
|
216,210
|
|
|
187,500
|
|
|
500,000
|
|
|
567,127
|
|
|||||
|
Operating leases (2)
|
136,932
|
|
|
30,683
|
|
|
46,931
|
|
|
15,208
|
|
|
44,110
|
|
|||||
|
Capital leases
|
6,267
|
|
|
3,216
|
|
|
3,051
|
|
|
—
|
|
|
—
|
|
|||||
|
Other obligations
|
2,131
|
|
|
959
|
|
|
1,172
|
|
|
—
|
|
|
—
|
|
|||||
|
Purchase obligations (3)
|
165,617
|
|
|
165,617
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total (4)
|
$
|
1,958,985
|
|
|
$
|
449,198
|
|
|
$
|
299,904
|
|
|
$
|
563,021
|
|
|
$
|
646,862
|
|
|
(1)
|
Includes the accretion of the principal amount on the 2020 Notes payable at maturity at a rate of 1.85% per year compounded semi-annually, commencing December 27, 2012.
|
|
(2)
|
The amount for operating leases above does not include variable insurance, taxes, maintenance and other costs required by the applicable operating lease. These costs are not expected to have a material future impact.
|
|
(3)
|
Purchase obligations relate to purchase order commitments to our contract manufacturers and component suppliers for inventory. In certain instances, we are permitted to cancel, reschedule or adjust these orders. Consequently, only a portion of the amount reported above relates to firm, non-cancelable and unconditional obligations.
|
|
(4)
|
As of
January 31, 2013
, we also had approximately
$11.9 million
of other long-term obligations in our Condensed Consolidated Balance Sheet for unrecognized tax positions that are not included in this table because the timing or amount of any cash settlement with the respective tax authority cannot be reasonably estimated.
|
|
|
Total
|
|
Less than one year
|
|
One to three years
|
|
Three to five years
|
Thereafter
|
||||||||||
|
Standby letters of credit
|
$
|
56,021
|
|
|
$
|
49,875
|
|
|
$
|
2,260
|
|
|
$
|
2,320
|
|
$
|
1,566
|
|
|
•
|
broader macroeconomic conditions, including weakness and volatility in global markets, affecting our customers;
|
|
•
|
changes in capital spending by large communications service providers;
|
|
•
|
order flow and backlog levels;
|
|
•
|
the timing of our ability to recognize revenue on sales;
|
|
•
|
the mix of revenue by product segment, geography and customer in any particular quarter;
|
|
•
|
the level of competition and pricing pressure we encounter;
|
|
•
|
seasonal effects in our business;
|
|
•
|
the level of start-up costs we incur to support initial deployments, gain new customers or enter new markets; and
|
|
•
|
our level of success in improving manufacturing efficiencies and achieving cost reductions in our supply chain.
|
|
•
|
reductions in customer spending and delay, deferral or cancellation of network infrastructure initiatives;
|
|
•
|
increased competition for fewer network projects and sales opportunities;
|
|
•
|
increased pricing pressure that may adversely affect revenue, gross margin and profitability;
|
|
•
|
difficulty forecasting, budgeting and planning;
|
|
•
|
higher overhead costs as a percentage of revenue;
|
|
•
|
tightening of credit markets to fund capital expenditures by our customers and us;
|
|
•
|
customer financial difficulty, including longer collection cycles and difficulties collecting accounts receivable or write-offs of receivables; and
|
|
•
|
increased risk of charges relating to excess and obsolete inventories and the write-off of other intangible assets.
|
|
•
|
damage to our reputation, declining sales and order cancellations;
|
|
•
|
increased costs to remediate defects or replace products;
|
|
•
|
payment of liquidated damages, contractual or similar penalties, or other claims for performance failures or delays;
|
|
•
|
increased warranty expense or estimates resulting from higher failure rates, additional field service obligations or other rework costs related to defects;
|
|
•
|
increased inventory obsolescence;
|
|
•
|
costs and claims that may not be covered by liability insurance coverage or recoverable from third parties; and
|
|
•
|
delays in recognizing revenue or collecting accounts receivable.
|
|
•
|
the impact of economic conditions in countries outside the United States;
|
|
•
|
effects of changes in currency exchange rates;
|
|
•
|
greater difficulty in collecting accounts receivable and longer collection periods;
|
|
•
|
difficulty and cost of staffing and managing foreign operations;
|
|
•
|
less protection for intellectual property rights in some countries;
|
|
•
|
adverse tax and customs consequences, particularly as related to transfer-pricing issues;
|
|
•
|
social, political and economic instability;
|
|
•
|
higher incidence of corruption or unethical business practices that could expose us to liability or damage our reputation;
|
|
•
|
trade protection measures, export compliance, domestic preference procurement requirements, qualification to transact business and additional regulatory requirements; and
|
|
•
|
natural disasters, epidemics and acts of war or terrorism.
|
|
•
|
pay substantial damages or royalties;
|
|
•
|
comply with an injunction or other court order that could prevent us from offering certain of our products;
|
|
•
|
seek a license for the use of certain intellectual property, which may not be available on commercially reasonable terms or at all;
|
|
•
|
develop non-infringing technology, which could require significant effort and expense and ultimately may not be successful; and
|
|
•
|
indemnify our customers or other third parties pursuant to contractual obligations to hold them harmless or pay expenses or damages on their behalf.
|
|
•
|
we may suffer delays in recognizing revenue;
|
|
•
|
we may be exposed to liability for injuries to persons, damage to property or other claims relating to the actions or omissions of our support partners;
|
|
•
|
our services revenue and gross margin may be adversely affected; and
|
|
•
|
our relationships with customers could suffer.
|
|
•
|
increasing our vulnerability to adverse economic and industry conditions;
|
|
•
|
limiting our ability to obtain additional financing, particularly in unfavorable capital and credit market conditions;
|
|
•
|
incurrence of debt service and repayment obligations that reduce the availability of cash resources for other business purposes;
|
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the markets; and
|
|
•
|
placing us at a possible competitive disadvantage to competitors that have better access to capital resources.
|
|
•
|
significant integration costs;
|
|
•
|
disruption due to the integration and rationalization of operations, products, technologies and personnel;
|
|
•
|
diversion of management's attention;
|
|
•
|
difficulty completing projects of the acquired company and costs related to in-process projects;
|
|
•
|
the loss of key employees;
|
|
•
|
ineffective internal controls over financial reporting;
|
|
•
|
dependence on unfamiliar suppliers or manufacturers;
|
|
•
|
exposure to unanticipated liabilities, including intellectual property infringement claims; and
|
|
•
|
adverse tax or accounting effects including amortization expense related to intangible assets and charges associated with impairment of goodwill.
|
|
|
|
|
4.1
|
Indenture dated as of December 27, 2012 between Ciena Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, for 4.0% Convertible Senior Notes due 2020, including the Form of Global Note attached as Exhibit A thereto (a)
|
|
|
|
|
10.2
|
Omnibus Second Amendment to Credit Agreement and First Amendment to U.S. Security Agreement, Canadian Security Agreement, U.S. Pledge Agreement, U.S. Guaranty and Canadian Guaranty, entered into as of March 5, 2013, by and among Ciena Corporation, Ciena Communications, Inc., Ciena Canada, Inc., and Deutsche Bank AG New York Branch (b)
|
|
|
|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
101.INS*
|
XBRL Instance Document
|
|
|
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
(a)
|
Incorporated by reference to Ciena's Current Report on Form 8-K filed on December 31, 2012.
|
|
(b)
|
Representations and warranties included in these agreements, as amended, were made by the parties to one another in connection with a negotiated transaction. These representations and warranties were made as of specific dates, only for purposes of these agreements and for the benefit of the parties thereto. These representations and warranties were subject to important exceptions and limitations agreed upon by the parties, including being qualified by confidential disclosures, made for the purposes of allocating contractual risk between the parties rather than establishing these matters as facts. These agreements are filed with this report only to provide investors with information regarding its terms and conditions, and not to provide any other factual information regarding Ciena or any other party thereto. Accordingly, investors should not rely on the representations and warranties contained in these agreements or any description thereof as characterizations of the actual state of facts or condition of any party, its subsidiaries or affiliates. The information in these agreements should be considered together with Ciena's public reports filed with the SEC.
|
|
|
|
Ciena Corporation
|
||
|
Date:
|
March 13, 2013
|
By:
|
/s/ Gary B. Smith
|
|
|
|
|
|
Gary B. Smith
|
|
|
|
|
|
President, Chief Executive Officer
and Director
(Duly Authorized Officer)
|
|
|
|
|
|
||
|
Date:
|
March 13, 2013
|
By:
|
/s/ James E. Moylan, Jr.
|
|
|
|
|
|
James E. Moylan, Jr.
|
|
|
|
|
|
Senior Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer)
|
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* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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