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EX-23.1 - EX-23.1 - CIENA CORPw78532exv23w1.htm
EX-99.1 - EX-99.1 - CIENA CORPw78532exv99w1.htm
Exhibit 99.2
CIENA CORPORATION
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 Nortel’s Metro Ethernet Networks (MEN) business acquired by Ciena (the “MEN Business”) and have been prepared to give effect to Ciena’s 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 Ciena’s fiscal 2009, and November 1, 2009, the first day of the first quarter of Ciena’s 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 Ciena’s balance sheet as of January 31, 2010 and the MEN Business’s 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 Ciena’s fiscal year ended October 31, 2009 and the MEN Business’s 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 Ciena’s first quarter ended January 31, 2010 and the MEN Business’s 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 Ciena’s Form 8-K/A dated May 28, 2010 (amending Ciena’s Form 8-K dated March 19, 2010 and filed on March 25, 2010).

 


 

CIENA CORPORATION
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)
                                 
    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)
                                 
    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)
(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 Nortel’s 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 Nortel’s 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 Ciena’s 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 Ciena’s fiscal 2009, and November 1, 2009, the first day of the first quarter of Ciena’s 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 Ciena’s balance sheet as of January 31, 2010 and the MEN Business’s 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 Ciena’s fiscal year ended October 31, 2009 and the MEN Business’s 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 Ciena’s first quarter ended January 31, 2010 and the MEN Business’s 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 Ciena’s 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 Ciena’s 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 Ciena’s 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 Ciena’s 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 Ciena’s 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.