Attached files
file | filename |
---|---|
8-K/A - FORM 8-K/A - CIENA CORP | w78532e8vkza.htm |
EX-23.1 - EX-23.1 - CIENA CORP | w78532exv23w1.htm |
EX-99.1 - EX-99.1 - CIENA CORP | w78532exv99w1.htm |
Exhibit 99.2
CIENA CORPORATION
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(unaudited)
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(unaudited)
The following unaudited pro forma condensed combined balance sheet as of January 31, 2010
and the unaudited pro forma condensed combined statements of operations for the year ended October
31, 2009 and quarter ended January 31, 2010 are derived from the historical financial statements of
Ciena Corporation (Ciena) and the Optical and Carrier
Ethernet assets of Nortels Metro
Ethernet Networks (MEN) business acquired by Ciena (the MEN Business) and have been prepared to
give effect to Cienas acquisition of the MEN Business on March 19, 2010, as more fully described
in Note 1 below (the Acquisition). The unaudited pro forma condensed combined balance sheet is
presented as if the Acquisition had occurred as of the most recent
quarter end balance sheet date of January 31, 2010. The unaudited pro forma
condensed combined statements of operations are presented as if the Acquisition had occurred on
November 1, 2008, the first day of Cienas fiscal 2009, and November 1, 2009, the first day of the
first quarter of Cienas fiscal 2010.
Because Ciena and the MEN Business had different fiscal year end dates, the unaudited pro
forma condensed combined balance sheet as of January 31, 2010 is
presented based on Cienas balance sheet as of January 31,
2010 and the MEN Businesss balance sheet as of December 31, 2009. The unaudited pro
forma condensed combined statement of operations for the year ended October 31, 2009 is presented
based on Cienas fiscal year ended October 31, 2009 and the MEN Businesss fiscal year ended
December 31, 2009. The unaudited pro forma condensed combined statement of operations for the
quarter ended January 31, 2010 is presented based on Cienas first quarter ended January 31, 2010
and the MEN Businesss fourth quarter ended December 31, 2009. The historical financial statements
have been adjusted as described in Note 4 below.
The Acquisition has been accounted for
under the acquisition method of accounting, which requires
the total purchase price to be allocated to the assets acquired and liabilities assumed based on
their estimated fair values. The excess purchase price over the amounts assigned to tangible or
intangible assets acquired and liabilities assumed is recognized as goodwill.
The following pro forma financial statements have been prepared for illustrative purposes only
and do not purport to reflect the results the combined company may achieve in future periods or the
historical results that would have been obtained had Ciena and the MEN Business been a combined
company during the relevant periods presented. The unaudited pro forma combined financial
statements do not include the effects of:
| non-recurring income statement impacts arising directly as a result of the Acquisition, such as the short term impact of fair value adjustments made to inventory and deferred revenue; | ||
| any operating efficiencies or cost savings; | ||
| savings as a result of subsequent restructuring actions that have or may be taken; or | ||
| any acquisition and integration expenses. |
These unaudited pro forma condensed combined financial statements, including the notes hereto,
should be read in conjunction with (i) the historical consolidated financial statements for Ciena
included in its Annual Report on Form 10-K filed on December 22, 2009 and its Quarterly Report on
Form 10-Q filed on March 5, 2010; and (ii) the historical financial statements of the MEN Business
included as Exhibit 99.1 to Cienas Form 8-K/A dated May 28, 2010 (amending Cienas Form 8-K dated
March 19, 2010 and filed on March 25, 2010).
CIENA CORPORATION
PRO FROMA CONDENSED COMBINED BALANCE SHEET
(in thousands)
PRO FROMA CONDENSED COMBINED BALANCE SHEET
(in thousands)
Historical | Pro Forma | |||||||||||||||
MEN | ||||||||||||||||
Ciena | Business | |||||||||||||||
January 31, | December 31, | |||||||||||||||
2010 | 2009 | Adjustments | Combined | |||||||||||||
(unaudited) | ||||||||||||||||
ASSETS |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 573,180 | $ | | $ | (303,974 | ) | $ | 269,206 | |||||||
Short-term investments |
428,409 | | | 428,409 | ||||||||||||
Accounts receivable, net |
105,624 | 164,000 | (156,749 | ) | 112,875 | |||||||||||
Inventories |
95,431 | 192,000 | (80,285 | ) | 207,146 | |||||||||||
Prepaid expenses and other |
75,423 | 54,000 | (64,481 | ) | 64,942 | |||||||||||
Total current assets |
1,278,067 | 410,000 | (605,489 | ) | 1,082,578 | |||||||||||
Long-term investments |
8,048 | | | 8,048 | ||||||||||||
Equipment, furniture and fixtures, net |
64,351 | 38,000 | 7,350 | 109,701 | ||||||||||||
Goodwill |
| | 41,943 | 41,943 | ||||||||||||
Other intangible assets, net |
53,433 | | 489,737 | 543,170 | ||||||||||||
Other long-term assets |
77,208 | 8,000 | 30,000 | 115,208 | ||||||||||||
Total assets |
$ | 1,481,107 | $ | 456,000 | $ | (36,459 | ) | $ | 1,900,648 | |||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
$ | 76,211 | $ | 17,000 | $ | (17,000 | ) | $ | 76,211 | |||||||
Payroll and benefit-related liabilities |
| 31,000 | (31,000 | ) | | |||||||||||
Accrued liabilities |
97,560 | 132,000 | (100,558 | ) | 129,002 | |||||||||||
Contractual liabilities |
| 11,000 | (11,000 | ) | | |||||||||||
Restructuring liabilities |
1,566 | | | 1,566 | ||||||||||||
Income tax payable |
1,306 | | | 1,306 | ||||||||||||
Deferred revenue |
43,722 | | 22,928 | 66,650 | ||||||||||||
Total current liabilities |
220,365 | 191,000 | (136,630 | ) | 274,735 | |||||||||||
Long-term deferred revenue |
37,177 | | | 37,177 | ||||||||||||
Long-term restructuring liabilities |
7,184 | | | 7,184 | ||||||||||||
Other long-term obligations |
8,330 | 6,000 | (1,883 | ) | 12,447 | |||||||||||
Convertible notes payable |
798,000 | | 375,000 | 1,173,000 | ||||||||||||
Liabilities subject to compromise |
| 68,000 | (68,000 | ) | | |||||||||||
Total liabilities |
1,071,056 | 265,000 | 168,487 | 1,504,543 | ||||||||||||
Commitments and contingencies |
||||||||||||||||
Stockholders equity: |
||||||||||||||||
Preferred stock |
| | | | ||||||||||||
Common stock |
926 | | | 926 | ||||||||||||
Additional paid-in capital |
5,673,387 | | | 5,673,387 | ||||||||||||
Net parent investment |
| 193,000 | (193,000 | ) | | |||||||||||
Accumulated other comprehensive income (loss) |
404 | (2,000 | ) | 2,000 | 404 | |||||||||||
Accumulated deficit |
(5,264,666 | ) | | (13,946 | ) | (5,278,612 | ) | |||||||||
Total stockholders equity |
410,051 | 191,000 | (204,946 | ) | 396,105 | |||||||||||
Total liabilities and stockholders equity |
$ | 1,481,107 | $ | 456,000 | $ | (36,459 | ) | $ | 1,900,648 | |||||||
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
CIENA CORPORATION
PRO FROMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(in thousands, except per share data)
PRO FROMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(in thousands, except per share data)
Historical | Pro Forma | |||||||||||||||
Ciena | MEN Business | |||||||||||||||
Year Ended | Year Ended | |||||||||||||||
October 31, 2009 | December 31, 2009 | Adjustments | Combined | |||||||||||||
Revenue: |
||||||||||||||||
Products |
$ | 547,522 | $ | 898,000 | $ | | $ | 1,445,522 | ||||||||
Services |
105,107 | 168,000 | | 273,107 | ||||||||||||
Total revenue |
652,629 | 1,066,000 | | 1,718,629 | ||||||||||||
Costs: |
||||||||||||||||
Products |
296,170 | 596,000 | 17,917 | (a)(d) | 910,087 | |||||||||||
Services |
71,629 | 94,000 | | 165,629 | ||||||||||||
Total cost of goods sold |
367,799 | 690,000 | 17,917 | 1,075,716 | ||||||||||||
Gross profit |
284,830 | 376,000 | (17,917 | ) | 642,913 | |||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
190,319 | 249,000 | 1,366 | (d) | 440,685 | |||||||||||
Selling and marketing |
134,527 | | | 134,527 | ||||||||||||
General and administrative |
47,509 | | | 47,509 | ||||||||||||
Selling, general and administrative expense |
| 190,000 | | 190,000 | ||||||||||||
Amortization of intangible assets |
24,826 | 1,000 | 110,857 | (a) | 136,683 | |||||||||||
Restructuring costs |
11,207 | | | 11,207 | ||||||||||||
Goodwill impairment |
455,673 | | | 455,673 | ||||||||||||
Other
operating expense, net |
| 40,000 | | 40,000 | ||||||||||||
Total operating expenses |
864,061 | 480,000 | 112,223 | 1,456,284 | ||||||||||||
Loss from operations |
(579,231 | ) | (104,000 | ) | (130,140 | ) | (813,371 | ) | ||||||||
Interest and
other income (expense), net |
9,487 | (18,000 | ) | | (8,513 | ) | ||||||||||
Interest expense |
(7,406 | ) | | (17,132 | ) (b) | (24,538 | ) | |||||||||
Loss on cost method investments |
(5,328 | ) | | | (5,328 | ) | ||||||||||
Loss before income taxes |
(582,478 | ) | (122,000 | ) | (147,272 | ) | (851,750 | ) | ||||||||
Reorganization items |
| 46,000 | | 46,000 | ||||||||||||
Provision (benefit) for income taxes |
(1,324 | ) | 36,000 | | (e) | 34,676 | ||||||||||
Net loss |
$ | (581,154 | ) | $ | (204,000 | ) | $ | (147,272 | ) | $ | (932,426 | ) | ||||
Basic net
loss per common share |
$ | (6.37 | ) | $ | | $ | | $ | (10.23 | ) | ||||||
Diluted net loss per dilutive
potential common share |
$ | (6.37 | ) | $ | | $ | | $ | (10.23 | ) | ||||||
Weighted average basic common shares |
91,167 | | | 91,167 | ||||||||||||
Weighted average dilutive potential common
shares |
91,167 | | | 91,167 | ||||||||||||
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
CIENA CORPORATION
PRO FROMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(in thousands, except per share data)
PRO FROMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(in thousands, except per share data)
Historical | Pro Forma | |||||||||||||||
Ciena | MEN Business | |||||||||||||||
Quarter Ended | Quarter Ended | |||||||||||||||
January 31, 2010 | December 31, 2009 | Adjustments | Combined | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
Revenue: |
||||||||||||||||
Products |
$ | 149,054 | $ | 213,000 | $ | | $ | 362,054 | ||||||||
Services |
26,822 | 55,000 | | 81,822 | ||||||||||||
Total Revenue |
175,876 | 268,000 | | 443,876 | ||||||||||||
Costs: |
||||||||||||||||
Products |
76,669 | 154,000 | 4,479 | (a)(d) | 235,148 | |||||||||||
Services |
19,047 | 30,000 | | 49,047 | ||||||||||||
Total cost of goods sold |
95,716 | 184,000 | 4,479 | 284,195 | ||||||||||||
Gross profit |
80,160 | 84,000 | (4,479 | ) | 159,681 | |||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
50,033 | 70,000 | 341 | (d) | 120,374 | |||||||||||
Selling and marketing |
34,237 | | | 34,237 | ||||||||||||
General and administrative |
12,763 | | | 12,763 | ||||||||||||
Selling, general and administrative expense |
| 41,000 | | 41,000 | ||||||||||||
Acquistion and integration costs |
27,031 | | (27,031 | )(c) | | |||||||||||
Amortization of intangible assets |
5,981 | | 33,381 | (a) | 39,362 | |||||||||||
Restructuring costs |
(21 | ) | | | (21 | ) | ||||||||||
Other operating expense net |
| 43,000 | | 43,000 | ||||||||||||
Total operating expenses |
130,024 | 154,000 | 6,691 | 290,715 | ||||||||||||
Loss from operations |
(49,864 | ) | (70,000 | ) | (11,170 | ) | (131,034 | ) | ||||||||
Interest and other income, net |
(773 | ) | 1,000 | | 227 | |||||||||||
Interest expense |
(1,828 | ) | | (4,283 | )(b) | (6,111 | ) | |||||||||
Loss before income taxes and reorganization items |
(52,465 | ) | (69,000 | ) | (15,453 | ) | (136,918 | ) | ||||||||
Reorganization items |
| (7,000 | ) | | (7,000 | ) | ||||||||||
Provision for income taxes |
868 | 13,000 | | (e) | 13,868 | |||||||||||
Net loss |
$ | (53,333 | ) | $ | (75,000 | ) | $ | (15,453 | ) | $ | (143,786 | ) | ||||
Basic net loss per common share |
$ | (0.58 | ) | $ | | $ | | $ | (1.56 | ) | ||||||
Diluted net loss per dilutive potential common share |
$ | (0.58 | ) | $ | | $ | | $ | (1.56 | ) | ||||||
Weighted average basic common shares |
92,321 | | | 92,321 | ||||||||||||
Weighted average dilutive potential common shares |
92,321 | | | 92,321 | ||||||||||||
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
CIENA CORPORATION
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(unaudited)
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(unaudited)
(1) BASIS OF PRO FORMA PRESENTATION
On March 19, 2010, Ciena completed its acquisition of the assets of the MEN Business (the
Acquisition). The Acquisition was completed pursuant to that certain (i) Amended and Restated
Asset Sale Agreement dated November 24, 2009, as amended, by and among, Ciena and Nortel Networks
Corporation, its principal operating subsidiary Nortel Networks Limited, Nortel Networks Inc. and
certain of its other subsidiaries (together, Nortel), relating to the purchase of substantially
all of the North American, Caribbean and Latin American and Asian optical networking and Carrier
Ethernet assets of Nortels MEN business (the North American Agreement) and; (ii) Asset Sale
Agreement dated October 7, 2009, as amended, by and among Ciena, Nortel affiliates and the Joint
Administrators and Joint Israeli Administrators (each as defined below), relating to the purchase
of substantially all of the European, Middle Eastern and African (EMEA) optical networking and
Carrier Ethernet assets of Nortels MEN business (the EMEA Agreement). The North American
Agreement and the EMEA Agreement, as amended above, are collectively referred to as the
Acquisition Agreements. As used above, Joint Administrators means Alan Bloom, Stephen Harris,
Alan Hudson, David Hughes and Christopher Hill, in their capacity as joint administrators to those
Nortel EMEA entities participating in the Acquisition to which they are appointed, and Joint
Israeli Administrators means Yaron Har-Zvi and Avi D. Pelosso, in their capacity as joint Israeli
administrators.
The $773.8 million aggregate purchase price for the Acquisition consisted entirely of cash. The
purchase price is subject to adjustment based upon the level of net working capital transferred to
Ciena at closing. The purchase price was decreased at closing by approximately $62.0 million based
on this working capital adjustment. As of the date of this report, Ciena estimates that the
adjustment mechanism will further decrease the aggregate purchase
price by up to an additional $19.0
million, subject to finalization between the parties, and has adjusted its financial statements
accordingly.
In accordance with the terms and conditions of the Acquisition Agreements, prior to the
closing Ciena elected to replace the $239.0 million in aggregate principal of 6% senior
convertible notes due 2017 that were to be issued to Nortel as part of the aggregate purchase price
with cash equivalent to 102% of the face amount of the notes replaced, or $243.8 million. Ciena
made this election upon the completion of its March 15, 2010 private offering of $375.0 million in
aggregate principal amount of 4.0% Convertible Senior Notes due March 15, 2015 (the Notes). The
net proceeds from the Notes offering were approximately $364.3 million, after deducting the
placement agents fees and other fees and expenses. Ciena used $243.8 million of the net proceeds
of the offering to replace its contractual obligation to issue convertible notes as part of the
aggregate purchase price for the Acquisition. The remaining net proceeds were used to reduce the
amount of cash on hand necessary to fund the purchase price for the MEN Business.
The unaudited pro forma condensed combined balance sheet is presented as if the Acquisition
had occurred as of Cienas most recent pre-close quarter balance
sheet date as of January 31, 2010. The unaudited pro forma condensed combined statements of
operations are presented as if the Acquisition had occurred on November 1, 2008, the first day of
Cienas fiscal 2009, and November 1, 2009, the first day of the first quarter of Cienas fiscal
2010.
Because Ciena and the MEN Business had different most recent period end dates, the unaudited
pro forma condensed combined balance sheet as of January 31, 2010 is presented based on Cienas
balance sheet as of January 31, 2010 and the MEN Businesss
balance sheet as of December 31, 2009. The unaudited
pro forma condensed combined statement of operations for the year ended October 31, 2009 is
presented based on Cienas fiscal year ended October 31, 2009 and the MEN Businesss fiscal year
ended December 31, 2009. The unaudited pro forma condensed combined statement of operations for the
quarter ended January 31, 2010 is presented based on Cienas first quarter ended January 31,
2010 and the MEN Businesss fourth quarter ended December 31, 2009. The historical financial
statements have been adjusted as described in Note 4 below.
The Acquisition has been accounted for under the acquisition method of accounting which requires
the total purchase price to be allocated to the assets acquired and liabilities assumed based on
their estimated fair values. The excess purchase price over the amounts assigned to tangible or
intangible assets acquired and liabilities assumed is recognized as goodwill.
The pro forma financial statements have been prepared for illustrative purposes only and do
not purport to reflect the results that the combined company may achieve in future periods or the
historical results that would have been obtained had Ciena and the MEN Business been a combined
company during the relevant periods presented.
(2) PRELIMINARY PURCHASE PRICE
The following table summarizes the preliminary purchase price for the Acquisition (in
thousands):
Amount | ||||
Aggregate cash purchase price for the acqusition |
$ | 773,780 | ||
Estimated
net working capital transferred adjustment |
(80,963 | ) | ||
Total estimated purchase price |
$ | 692,817 | ||
The
purchase price is preliminary and is subject to adjustment based upon
the difference between the estimated amount of net working capital to
be transferred pursuant to the Acquisition Agreements and the actual
amount of networking capital transferred on the date of closing.
Ciena currently estimates that this adjustment mechanism will result in a
downward adjustment to the aggregate purchase price of up to $81.0 million.
(3) PRELIMINARY PURCHASE PRICE ALLOCATION
The preliminary allocation of the purchase price as reflected with these unaudited pro
forma condensed combined financial statements is based on the best information available to
management at the time that these unaudited pro forma condensed combined financial statements were
filed and is provisional pending, among other things, final agreement of the adjustment to the
purchase price based upon the level of net working capital
transferred to Ciena at closing as well as the finalization of the
valuation of selected items. During
the measurement period (which is not to exceed one year from the Acquisition date), Ciena is
required to recognize additional assets or liabilities if new information is obtained about facts
and circumstances that existed as of the Acquisition date that, if known, would have resulted in
the recognition of those assets or liabilities as of that date. Ciena may adjust the
preliminary purchase price allocation after obtaining additional information regarding, among other
things, asset valuations, liabilities assumed and revisions of previous estimates. The following
table summarizes the preliminary allocation of the Acquisition purchase price based on the
estimated fair value of the acquired assets and assumed liabilities (in thousands):
Amount | ||||
Unbilled recevables |
$ | 7,251 | ||
Inventories |
111,715 | |||
Prepaid
expenses and other |
27,969 | |||
Other long-term assets |
27,339 | |||
Equipment, furniture and fixtures |
45,350 | |||
Developed technology |
218,773 | |||
Capitalized research and development |
11,000 | |||
Customer relationships, outstanding purchase orders and contracts |
257,964 | |||
Trade name |
2,000 | |||
Goodwill |
41,943 | |||
Deferred revenue |
(22,928 | ) | ||
Accrued liabilities |
(31,442 | ) | ||
Other
long-term obligations |
(4,117 | ) | ||
Total purchase price allocation |
$ | 692,817 | ||
Unbilled receivables represent unbilled claims for which Ciena will invoice
customers upon its completion of the acquired projects.
Under
the acquisition method of accounting, Ciena revalued the acquired finished goods inventory to fair
value, which is defined as the estimated selling price less the sum of (a) costs of disposal, and
(b) a reasonable profit allowance for Cienas selling effort. This revaluation resulted in an
increase in inventory carrying value of approximately
$39.4 million for marketable inventory offset by a decrease of $4.7 million for unmarketable inventory.
Prepaid
expenses and other include product demonstration units used to support research and
development projects. Other long-term assets represent spares used to
support customer maintenance commitments and indemnification assets
related to uncertain tax contingencies acquired and recorded as part
of other long-term obligations.
Developed technology represents purchased technology which has reached technological
feasibility and for which development had been completed as of the date of the Acquisition.
Developed technology will be amortized on a straight line basis over
its estimated useful lives of
two to seven years.
Capitalized research and development represents acquired in process research and development
that had not reached technological feasibility at the time of the Acquisition. Capitalized research
and development assets will be impaired or amortized in future periods, depending upon the ability
of Ciena to use the research and development in future periods. Future expenditures to complete the
capitalized research and development projects will be expensed as incurred.
Customer relationships, outstanding purchase orders and contracts represent agreements with
existing customers of the MEN Business. These intangible assets are expected to have estimated
useful lives of nine months to seven years, with the exception of
$12.0 million related to acquired in-process projects which will
be billed in full by Ciena and recognized as a reduction in revenue
within the next year. Trade name represents acquired product trade names
which are expected to have a useful life of nine months.
Goodwill represents the purchase price in excess of the amounts assigned to acquired tangible
or intangible assets and assumed liabilities. Amounts allocated to
goodwill are tax deductible in all relevant jurisdictions. The
goodwill is attributable to the assigned workforce of the MEN Business and the synergies expected
to arise as a result of the Acquisition.
Deferred revenue represents obligations assumed by Ciena to provide maintenance support
services for which payment for such services was already made to Nortel.
Accrued liabilities represent assumed warranty obligations, other customer contract
obligations, and certain employee benefit plans. Other long-term
obligations represent uncertain tax contingencies.
(4) PRO FORMA ADJUSTMENTS
The
unaudited pro forma condensed combined financial statements reflect
adjustments attributed to the Acquisition and the related
March 15, 2010 private placement of $375.0 million in aggregate principal
amount of the Notes. Pursuant to the acquisition
method of accounting, the total purchase price, calculated as described in Note 2 above to these
unaudited pro forma condensed combined financial statements, has been preliminarily allocated to
the assets acquired and liabilities assumed based on their respective estimated fair values.
The
unaudited pro forma condensed combined statements of operations do not include any costs
that may result from acquisition and integration activities. Given the structure of the Acquisition
as an asset carve-out from Nortel, Ciena expects that the Acquisition will result in a costly and
complex integration with a number of operational risks. Ciena expects to incur acquisition and
integration costs of approximately $180 million, with the majority of these costs to be incurred in
the first 12 months following the Acquisition. This estimate principally reflects expense
associated with equipment and information
technology costs, transaction expense, and consulting and third party service fees associated
with integration. In addition to integration expense, Ciena also
expects to incur expense related to, among other things,
facilities restructuring and inventory obsolescence charges. As a result, the expense
Ciena will incur and recognize for financial statement purposes as a
result of the Acquisition could be significantly higher.
The pro forma condensed combined provision for income taxes does not necessarily reflect the
amounts that would have resulted had Ciena and the MEN Business filed consolidated returns for the
periods presented.
ADJUSTMENTS
TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
The pro forma adjustments in the unaudited pro forma combined balance sheet related to the
Acquisition and associated Notes offering as January 31, 2010 are as follows (in thousands):
Pro Forma Adjustments | ||||||||||||||||||||||||||||||||
Funding for | Debt Issuance | Acquisition- | Net Assets Not | Adjustments to | ||||||||||||||||||||||||||||
Reclassifications | Acquisition | Costs | Related Costs | Acquistion | Acquired | Fair Value | ||||||||||||||||||||||||||
Increase / (Decrease) in | (1) | (2) | (3) | (4) | (5) | (6) | (7) | Net Adjustments | ||||||||||||||||||||||||
Cash and cash equivalents |
$ | | $ | 375,000 | $ | (10,661 | ) | $ | (13,946 | ) | $ | (654,367 | ) | $ | | $ | | $ | (303,974 | ) | ||||||||||||
Accounts receivable, net |
| | | | | (156,749 | ) | | (156,749 | ) | ||||||||||||||||||||||
Inventories |
(23,222 | ) | | | | | (91,793 | ) | 34,730 | (80,285 | ) | |||||||||||||||||||||
Prepaid expenses and other |
| | | | (38,450 | ) | (26,031 | ) | | (64,481 | ) | |||||||||||||||||||||
Equipment, furniture and fixtures, net |
| | | | | | 7,350 | 7,350 | ||||||||||||||||||||||||
Goodwill |
| | | | | | 41,943 | 41,943 | ||||||||||||||||||||||||
Other intangible assets, net |
| | | | | | 489,737 | 489,737 | ||||||||||||||||||||||||
Other long-term assets |
23,222 | | 10,661 | | | (8,000 | ) | 4,117 | 30,000 | |||||||||||||||||||||||
Accounts payable |
| | | | | (17,000 | ) | | (17,000 | ) | ||||||||||||||||||||||
Payroll and benefit-related liabilities |
(31,000 | ) | | | | | | (31,000 | ) | |||||||||||||||||||||||
Accrued liabilities |
(58,000 | ) | | | | | (51,909 | ) | 9,351 | (100,558 | ) | |||||||||||||||||||||
Contractual liabilities |
(11,000 | ) | | | | | | (11,000 | ) | |||||||||||||||||||||||
Deferred
revenue, current |
100,000 | | | | | (69,409 | ) | (7,663 | ) | 22,928 | ||||||||||||||||||||||
Other long-term obligations |
| | | | | (6,000 | ) | 4,117 | (1,883 | ) | ||||||||||||||||||||||
Convertible notes payable |
| 375,000 | | | | | | 375,000 | ||||||||||||||||||||||||
Liabilities subject to compromise |
| | | | | (68,000 | ) | | (68,000 | ) | ||||||||||||||||||||||
Net parent investment |
| | | | | (193,000 | ) | | (193,000 | ) | ||||||||||||||||||||||
Accumulated other comprehensive income (loss) |
| | | | | 2,000 | | 2,000 | ||||||||||||||||||||||||
Accumulated deficit |
| | | (13,946 | ) | | | | (13,946 | ) |
(1) | Reclassifications This pro forma adjustment reflects certain reclassifications of historical MEN Business amounts in order to conform to Cienas presentation for use in the pro forma condensed combined balance sheet. Those reclassifications are as follows: |
| $23.2 million of inventory comprised of spare parts inventory used to support maintenance commitments was reclassified to other-long term assets; | ||
| $31.0 million of payroll and benefit-related liabilities was reclassified to accrued liabilities; | ||
| $11.0 million of contractual liabilities was reclassified to accrued liabilities; and | ||
| $100.0 million of other accrued liabilities comprised of short-term deferred revenue was reclassified to deferred revenue, current. |
(2) | Funding for Acquisition This pro forma adjustment reflects the completion of Cienas March 15, 2010 private placement of $375.0 million in aggregate principal amount of the Notes. The net proceeds from the Notes offering were approximately $364.3 million, after deducting the placement agents fees and other fees and expenses. As described in Note 1, Ciena used $243.8 million of the net proceeds of the offering to replace its contractual obligation to issue convertible notes as part of the aggregate purchase price for the Acquisition. The remaining net proceeds were used to reduce the amount of cash on hand required to find the purchase price for the Aquisition. | |
(3) | Debt Issuance Costs - This pro forma adjustment reflects the placement agents fees and other fees associated with the issuance of the Notes. | |
(4) | Acquisition-Related Costs In connection with the Acquisition, Ciena incurred legal and other third party charges of $13.9 million, subsequent to January 31, 2010. This pro forma adjustment is necessary to reflect the acquisition costs as if they had been incurred at January 31, 2010. | |
(5) | Acquisition This pro forma adjustment represents cash paid at closing of $654.4 million and reflects the preliminary purchase price of $692.8 million reduced by the $38.4 million good faith deposit made in December 2009. This deposit was held in escrow and included in prepaid expenses and other assets in Cienas condensed consolidated balance sheet as of January 31, 2010. | |
(6) | Net Assets Not Acquired Ciena purchased only certain assets and assumed only certain liabilities of the MEN Business as defined by the Acquisition agreements. This pro forma adjustment eliminates these excluded balances at their historical amounts and the change in the account balance from December 31, 2009 through the Acquisition date due to normal business operations. |
7) | Adjustments to Fair Value The assets acquired and liabilities assumed of the MEN Business have been adjusted to their estimated fair values as of the acquisition date |
ADJUSTMENTS
TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
(a) | To record amortization of intangibles acquired in the Acquisition. The pro forma amortization expense for the twelve-month and three-month periods ended October 31, 2009 and January 31, 2010, respectively (in thousands): |
Estimated Average | Twelve Months | Three Months | ||||||||
Useful Life | Amortization Expense | Amortization Expense | ||||||||
Developed technology
|
Two to seven years | $ | 34,387 | $ | 8,597 | |||||
Customer relationships,
outstanding purchase orders
and contracts
|
Nine months to seven years | 91,714 | 28,428 | |||||||
Trade name
|
Nine months | 2,000 | 667 | |||||||
$ | 128,101 | $ | 37,692 | |||||||
The amortization of intangibles acquired in the Acquisition is recorded in the following categories within the pro forma condensed combined statements of operations for the twelve-month and three-month periods ended October 31, 2009 and January 31, 2010, respectively (in thousands): |
Product Costs of Goods Sold | Operating Expense | Total | ||||||||||
(twelve-month period ended October 31, 2009) | ||||||||||||
Developed technology |
$ | 17,244 | $ | 17,143 | $ | 34,387 | ||||||
Customer relationships,
outstanding purchase orders
and contracts |
| 91,714 | 91,714 | |||||||||
Trade name |
| 2,000 | 2,000 | |||||||||
Total |
$ | 17,244 | $ | 110,857 | $ | 128,101 | ||||||
(three-month period ended January 31, 2010) | ||||||||||||
Developed technology |
$ | 4,311 | $ | 4,286 | $ | 8,597 | ||||||
Customer
relationships, outstanding purchase orders
and contracts |
| 28,428 | 28,428 | |||||||||
Trade name |
| 667 | 667 | |||||||||
Total |
$ | 4,311 | $ | 33,381 | $ | 37,692 | ||||||
(b) | To record interest expense, including amortization of debt issuance costs, related to the issuance of the Notes in aggregate principal amount of $375.0 million. | ||
(c) | To eliminate certain acquisition and integration-related costs reflected in the historical financial statements for the three-month period ended January 31, 2010 that are directly related to the acquisition and are non-recurring in nature. These costs include investment banking, legal and other third party costs in connection with the Acquisition. There were no such costs reflected in Cienas historical statement of operations for the year ended October 31, 2009. | ||
(d) | To record depreciation expense on the fair value adjustment for equipment, furniture and fixtures. Depreciation expense related to product costs of good sold for the year ended October 31, 2010 and the quarter ended January 31, 2010 was $0.7 million and $0.2 million, respectively. | ||
(e) | No tax provision or benefit is recorded because deductions resulting from the amortization of these acquired intangibles and the depreciation expense on the fair value adjustment for purchased equipment, furniture and fixtures are expected to result in deferred tax assets that will be fully reserved against by recording an additional valuation allowance. |