Exhibit 99.2
CIENA CORPORATION
PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following unaudited pro forma condensed combined consolidated balance sheet as of October
31, 2007 and the unaudited pro forma condensed combined consolidated statement of operations for
the year ended October 31, 2007 are derived from the historical financial statements of Ciena
Corporation (Ciena) and World Wide Packets, Inc. (World Wide Packets or WWP) and have been
prepared to give effect to Cienas acquisition of World Wide Packets on March 3, 2008, as more
fully described in Note 1 below (the Acquisition). The unaudited pro forma condensed combined
consolidated balance sheet is presented as if the Acquisition had occurred as of the balance sheet
date. The unaudited pro forma condensed combined consolidated statement of operations is presented
as if the Acquisition had occurred on November 1, 2006, the
first day of Cienas fiscal 2007.
Because Ciena and World Wide Packets had different fiscal year end dates, the unaudited pro
forma condensed combined consolidated balance sheet as of October 31, 2007 is presented based on
Cienas fiscal year ended October 31, 2007 and World Wide Packets fiscal year ended December 31,
2007. The unaudited pro forma condensed combined consolidated statement of operations for the year
ended October 31, 2007 is presented based on Cienas fiscal year ended October 31, 2007 and World
Wide Packets fiscal year ended December 31, 2007. The historical financial statements have been
adjusted as described in Note 4 below.
The Acquisition has been accounted for under the purchase 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 of 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. These unaudited pro forma condensed
combined consolidated financial statements, including the notes hereto, should be read in
conjunction with (i) the historical consolidated financial statements for Ciena included in its
Form 10-K filed on December 27, 2007 and its Form 10-Q filed on March 7, 2008; and (ii) the
historical financial statements of World Wide Packets included as Exhibit 99.1 to Cienas Form
8-K/A dated May 12, 2008 (amending the Form 8-K dated March 3, 2008 and filed on
March 5, 2008).
CIENA CORPORATION
PRO FROMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
UNAUDITED
(in thousands)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Historical |
|
|
Pro Forma |
|
| |
|
Ciena |
|
|
WWP |
|
|
|
|
| |
|
October 31, |
|
|
December 31, |
|
|
|
|
|
|
|
| |
|
2007 |
|
|
2007 |
|
|
Adjustments |
|
|
Combined |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
892,061 |
|
|
$ |
5,183 |
|
|
$ |
(210,698 |
) (a) |
|
$ |
686,546 |
|
Short-term investments |
|
|
822,185 |
|
|
|
|
|
|
|
|
|
|
|
822,185 |
|
Accounts receivable, net |
|
|
104,078 |
|
|
|
6,764 |
|
|
|
|
|
|
|
110,842 |
|
Inventories |
|
|
102,618 |
|
|
|
6,794 |
|
|
|
3,737 |
(b) |
|
|
113,149 |
|
Deferred cost of sales |
|
|
|
|
|
|
6,276 |
|
|
|
(6,276 |
) (c) |
|
|
|
|
Prepaid expenses and other |
|
|
47,817 |
|
|
|
1,494 |
|
|
|
|
|
|
|
49,311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
1,968,759 |
|
|
|
26,511 |
|
|
|
(213,237 |
) |
|
|
1,782,033 |
|
Long-term investments |
|
|
33,946 |
|
|
|
|
|
|
|
|
|
|
|
33,946 |
|
Equipment, furniture and fixtures, net |
|
|
46,671 |
|
|
|
3,205 |
|
|
|
|
|
|
|
49,876 |
|
Goodwill |
|
|
232,015 |
|
|
|
|
|
|
|
215,778 |
(d) |
|
|
447,793 |
|
Other intangible assets, net |
|
|
67,144 |
|
|
|
|
|
|
|
63,400 |
(e) |
|
|
130,544 |
|
Other long-term assets |
|
|
67,738 |
|
|
|
425 |
|
|
|
|
|
|
|
68,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,416,273 |
|
|
$ |
30,141 |
|
|
$ |
65,941 |
|
|
$ |
2,512,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
55,389 |
|
|
$ |
5,848 |
|
|
$ |
|
|
|
$ |
61,237 |
|
Accrued liabilities |
|
|
90,922 |
|
|
|
3,093 |
|
|
|
|
|
|
|
94,015 |
|
Restructuring liabilities |
|
|
1,026 |
|
|
|
|
|
|
|
|
|
|
|
1,026 |
|
Income taxes payable |
|
|
7,768 |
|
|
|
|
|
|
|
|
|
|
|
7,768 |
|
Deferred revenue |
|
|
33,025 |
|
|
|
12,660 |
|
|
|
(11,500 |
) (c) |
|
|
34,185 |
|
Current portion of long-term debt |
|
|
|
|
|
|
7,108 |
|
|
|
|
|
|
|
7,108 |
|
Convertible notes payable |
|
|
542,262 |
|
|
|
|
|
|
|
|
|
|
|
542,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
730,392 |
|
|
|
28,709 |
|
|
|
(11,500 |
) |
|
|
747,601 |
|
Long-term deferred revenue |
|
|
30,615 |
|
|
|
|
|
|
|
|
|
|
|
30,615 |
|
Long-term restructuring liabilities |
|
|
3,662 |
|
|
|
|
|
|
|
|
|
|
|
3,662 |
|
Other long-term obligations |
|
|
1,450 |
|
|
|
2,046 |
|
|
|
|
|
|
|
3,496 |
|
Long-term debt |
|
|
|
|
|
|
4,556 |
|
|
|
|
|
|
|
4,556 |
|
Convertible notes payable |
|
|
800,000 |
|
|
|
|
|
|
|
|
|
|
|
800,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,566,119 |
|
|
|
35,311 |
|
|
|
(11,500 |
) |
|
|
1,589,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock |
|
|
|
|
|
|
68,340 |
|
|
|
(68,340 |
) (f) |
|
|
|
|
Common stock |
|
|
868 |
|
|
|
1 |
|
|
|
24 |
(g) |
|
|
893 |
|
Additional paid-in capital |
|
|
5,519,741 |
|
|
|
90,700 |
|
|
|
(18,454 |
) (h) |
|
|
5,591,987 |
|
Changes in unrealized gains (losses) on
investments, net |
|
|
350 |
|
|
|
(10 |
) |
|
|
10 |
(i) |
|
|
350 |
|
Translation adjustment |
|
|
(1,593 |
) |
|
|
23 |
|
|
|
(23 |
) (j) |
|
|
(1,593 |
) |
Accumulated deficit |
|
|
(4,669,212 |
) |
|
|
(164,224 |
) |
|
|
164,224 |
(k) |
|
|
(4,669,212 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
850,154 |
|
|
|
(5,170 |
) |
|
|
77,441 |
|
|
|
922,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
2,416,273 |
|
|
$ |
30,141 |
|
|
$ |
65,941 |
|
|
$ |
2,512,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these unaudited pro forma condensed combined
consolidated financial statements.
2
CIENA CORPORATION
PRO FROMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
UNAUDITED
(in thousands, except per share data)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Historical |
|
|
Pro Forma |
|
| |
|
Ciena |
|
|
WWP |
|
|
|
|
|
|
|
| |
|
October 31, |
|
|
December 31, |
|
|
|
|
|
|
|
| |
|
2007 |
|
|
2007 |
|
|
Adjustments |
|
|
Combined |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
$ |
695,289 |
|
|
$ |
22,554 |
|
|
$ |
|
|
|
$ |
717,843 |
|
Services |
|
|
84,480 |
|
|
|
|
|
|
|
|
|
|
|
84,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue |
|
|
779,769 |
|
|
|
22,554 |
|
|
|
|
|
|
|
802,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products |
|
|
337,866 |
|
|
|
14,423 |
|
|
|
509 |
(l) |
|
|
352,798 |
|
Services |
|
|
79,634 |
|
|
|
|
|
|
|
|
|
|
|
79,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of goods sold |
|
|
417,500 |
|
|
|
14,423 |
|
|
|
509 |
|
|
|
432,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
362,269 |
|
|
|
8,131 |
|
|
|
(509 |
) |
|
|
369,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
127,296 |
|
|
|
16,818 |
|
|
|
2,674 |
(l) |
|
|
146,788 |
|
Selling and marketing |
|
|
118,015 |
|
|
|
10,027 |
|
|
|
1,433 |
(l) |
|
|
129,475 |
|
General and administrative |
|
|
50,262 |
|
|
|
4,935 |
|
|
|
713 |
(l) |
|
|
55,910 |
|
Amortization of intangible assets |
|
|
25,350 |
|
|
|
|
|
|
|
14,267 |
(m) |
|
|
39,617 |
|
Restructuring
recoveries |
|
|
(2,435 |
) |
|
|
|
|
|
|
|
|
|
|
(2,435 |
) |
Gain on lease settlement |
|
|
(4,871 |
) |
|
|
|
|
|
|
|
|
|
|
(4,871 |
) |
Recovery of doubtful accounts, net |
|
|
(14 |
) |
|
|
|
|
|
|
|
|
|
|
(14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
313,603 |
|
|
|
31,780 |
|
|
|
19,087 |
|
|
|
364,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
48,666 |
|
|
|
(23,649 |
) |
|
|
(19,596 |
) |
|
|
5,421 |
|
Interest and other income, net |
|
|
76,483 |
|
|
|
204 |
|
|
|
(11,167 |
)(n) |
|
|
65,520 |
|
Interest expense |
|
|
(26,996 |
) |
|
|
(1,541 |
) |
|
|
|
|
|
|
(28,537 |
) |
Gain on equity investments, net |
|
|
592 |
|
|
|
|
|
|
|
|
|
|
|
592 |
|
Loss, other than termporary, on marketable debt investments |
|
|
(13,013 |
) |
|
|
|
|
|
|
|
|
|
|
(13,013 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
85,732 |
|
|
|
(24,986 |
) |
|
|
(30,763 |
) |
|
|
29,983 |
|
Provision for income tax |
|
|
2,944 |
|
|
|
|
|
|
|
|
|
|
|
2,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
82,788 |
|
|
$ |
(24,986 |
) |
|
$ |
(30,763 |
) |
|
$ |
27,039 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Basic net income per common share |
|
$ |
0.97 |
|
|
|
|
|
|
|
|
|
|
$ |
0.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Diluted net income per dilutive potential common share |
|
$ |
0.87 |
|
|
|
|
|
|
|
|
|
|
$ |
0.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Weighted average basic common shares |
|
|
85,525 |
|
|
|
|
|
|
|
2,465 |
|
|
|
87,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Weighted average dilutive potential common shares |
|
|
99,604 |
|
|
|
|
|
|
|
2,932 |
|
|
|
102,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are in integral part of these unaudited
pro forma condensed combined consolidated financial statements.
3
CIENA CORPORATION
NOTES TO
PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) BASIS OF PRO FORMA PRESENTATION
On March 3, 2008, Ciena completed its Acquisition of World Wide Packets, pursuant to the terms
of an Agreement and Plan of Merger dated January 22, 2008 (the Merger Agreement) by and among
Ciena, World Wide Packets, Wolverine Acquisition Subsidiary, Inc., a wholly owned subsidiary of
Ciena (Merger Sub), and Daniel Reiner, as Stockholders Representative. Pursuant to the Merger
Agreement, on March 3, 2008, Merger Sub was merged with and into World Wide Packets, with World
Wide Packets continuing as the surviving corporation and a wholly owned subsidiary of Ciena. World
Wide Packets is a supplier of communications network equipment that enables the cost-effective
delivery of a wide variety of Carrier Ethernet-based services. Prior to the Acquisition, World Wide
Packets was a privately held company.
Upon the closing of the Acquisition, all of the outstanding shares of World Wide Packets
common stock and preferred stock were exchanged for approximately 2.5 million shares of Ciena
common stock and approximately $196.7 million in cash. Of this amount, $20.0 million in cash and
340,000 shares of Ciena common stock were placed into escrow for a period of one year as security
for the indemnification obligations of World Wide Packets stockholders under the Merger Agreement.
Upon the closing, Ciena also assumed all then outstanding World Wide Packets options and exchanged
them for options to acquire approximately 0.9 million shares of Ciena common stock.
The unaudited pro forma condensed combined consolidated balance sheet as of October 31, 2007
and the unaudited pro forma condensed combined consolidated statement of operations for the year
ended October 31, 2007 are based on the historical financial statements of Ciena and World Wide
Packets, after giving the effect to the Acquisition. The unaudited pro forma condensed combined
consolidated balance sheet is presented as if the Acquisition had occurred as of the balance sheet
date. The unaudited pro forma condensed combined consolidated statement of operations is presented
as if the Acquisition had occurred on November 1, 2006, the
first day of Cienas fiscal 2007.
Because Ciena and World Wide Packets had different fiscal year end dates, the unaudited pro
forma condensed combined consolidated balance sheet as of October 31, 2007 is presented based on
Cienas fiscal year ended October 31, 2007 and World Wide Packets fiscal year ended December 31,
2007. The unaudited pro forma condensed combined consolidated statement of operations for the year
ended October 31, 2007 is presented based on Cienas fiscal year ended October 31, 2007 and World
Wide Packets fiscal year ended December 31, 2007.
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.
(2) PRELIMINARY PURCHASE PRICE
The following table summarizes the preliminary purchase price for the Acquisition (in
thousands):
4
| |
|
|
|
|
| |
|
Amount |
|
Cash |
|
$ |
196,668 |
|
Acquisition-related costs |
|
|
14,030 |
|
Value of common stock issued |
|
|
62,359 |
|
Fair value of vested options assumed |
|
|
9,912 |
|
|
|
|
|
Total purchase price |
|
$ |
282,969 |
|
|
|
|
|
The purchase price is preliminary and is subject to adjustment and may vary from the actual
purchase price that will be recorded. The value of Ciena common stock issued in the Acquisition is
based on the average closing price of Cienas common stock for the two trading days prior to, the
date of, and the two trading days after the announcement of the Acquisition. The fair value of the
vested options assumed was determined using the Black-Scholes option-pricing model.
(3) PRELIMINARY PURCHASE PRICE ALLOCATION
The following table summarizes the preliminary purchase price allocation based on estimated
fair value of the assets acquired and liabilities assumed as of pro forma balance sheet date (in
thousands):
| |
|
|
|
|
| |
|
Amount |
|
Cash, cash equivalents, long and short-term investments |
|
$ |
5,183 |
|
Accounts receivable |
|
|
6,764 |
|
Inventory |
|
|
10,531 |
|
Equipment, furniture and fixtures |
|
|
3,205 |
|
Other tangible assets |
|
|
1,919 |
|
Developed technology |
|
|
39,200 |
|
Covenants not to compete |
|
|
3,100 |
|
Contracts, customer relationships and purchase orders |
|
|
20,500 |
|
Other identified intangibles |
|
|
600 |
|
Goodwill |
|
|
215,778 |
|
Accounts payable and accrued liabilities |
|
|
(12,147 |
) |
Promissory notes and loans payable |
|
|
(11,664 |
) |
|
|
|
|
Total purchase price allocation |
|
$ |
282,969 |
|
|
|
|
|
The Acquisition has been accounted for under the purchase 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 of over the amounts assigned to tangible or
intangible assets acquired and liabilities assumed is recognized as goodwill. The purchase price
has been allocated using information currently available and is therefore preliminary and subject to
adjustment. 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.
Developed technology represents purchased technology that has reached technological
feasibility and for which World Wide Packets had substantially completed development as of the date
of Acquisition. The fair value of developed technology is determined using future discounted cash
flows related to the developed technologys projected income streams for a discrete projection
period. Cash flows are discounted to their present value. Developed technology will be amortized on
a straight line basis over its estimated useful life of 4 years to 6 years.
Covenants not to compete represent agreements entered into with key employees of World Wide
Packets, are expected to have estimated useful lives of 3.5 years, and will be amortized on a
straight-line basis.
5
Contracts, customer relationships and purchase orders represent agreements with existing World
Wide Packets customers and are expected to have estimated useful lives of 4 months to 6 years.
Goodwill represents the excess purchase price over the amounts assigned to tangible or
identifiable intangible assets acquired and liabilities assumed from World Wide Packets. Ciena
performs a goodwill impairment test on an annual basis and between annual tests in certain
circumstances as described in Managements Discussion and Analysis Critical Accounting Policies
and Estimates in its most recent quarterly report on Form 10-Q
(4) PRO FORMA ADJUSTMENTS
The unaudited pro forma condensed combined consolidated financial statements presented reflect
the following pro forma adjustments:
| |
(a) |
|
To record payments of cash as follows (in thousands): |
| |
|
|
|
|
| |
|
Amount |
|
Cash paid to WWP shareholders in Acquisition |
|
$ |
(196,668 |
) |
Acquisition-related costs |
|
|
(14,030 |
) |
|
|
|
|
Total adjustment to cash and cash equivalents |
|
$ |
(210,698 |
) |
|
|
|
|
| |
(b) |
|
To record inventories purchased as part of the Acquisition at estimated selling
prices less the sum of costs of disposal and a reasonable profit allowance for the
selling effort. |
| |
| |
(c) |
|
To record the acquisition of deferred cost of sales and deferred revenue for
which Ciena had no remaining performance obligation following the Acquisition. |
| |
| |
(d) |
|
To record goodwill resulting from the Acquisition. |
| |
| |
(e) |
|
To record intangible assets identified in the Acquisition. |
| |
| |
(f) |
|
To eliminate World Wide Packets historical preferred stock exchanged in
Acquisition. |
| |
| |
(g) |
|
To adjust common stock outstanding as follows (in thousands): |
| |
|
|
|
|
| |
|
Amount |
|
WWP historical common stock eliminated in Acquisition |
|
$ |
(1 |
) |
Common stock issued to WWP shareholders in Acquisition |
|
|
25 |
|
|
|
|
|
Total adjustment to common stock outstanding |
|
$ |
24 |
|
|
|
|
|
| |
(h) |
|
To adjust additional paid-in capital resulting from Acquisition as follows (in
thousands): |
| |
|
|
|
|
| |
|
Amount |
|
WWP historical paid-in capital eliminated |
|
$ |
(90,700 |
) |
Paid-in capital resulting from the Acquisition |
|
|
72,246 |
|
|
|
|
|
Total adjustment to additional paid-in capital |
|
$ |
(18,454 |
) |
|
|
|
|
| |
(i) |
|
To eliminate World Wide Packets historical changes in unrealized gains on
investments, net. |
| |
| |
(j) |
|
To eliminate World Wide Packets historical translation adjustment. |
| |
| |
(k) |
|
To eliminate Word Wide Packets historical accumulated deficit. |
6
| |
(l) |
|
To adjust costs of products and components of operating expense to reflect
additional share-based compensation expense in accordance with SFAS 123(R) as follows
(in thousands): |
| |
|
|
|
|
| |
|
Amount |
|
WWP historical SFAS 123(R) expense eliminated |
|
$ |
(308 |
) |
SFAS 123(R)
expense recorded for unvested options assumed in Acquisition |
|
|
5,637 |
|
|
|
|
|
Total adjustment for SFAS 123(R) expense |
|
$ |
5,329 |
|
|
|
|
|
| |
(m) |
|
To record amortization of intangible assets acquired in the Acquisition. |
| |
| |
(n) |
|
To decrease interest income by applying Cienas average rate of return for the
period and giving effect to the reduction in cash and cash equivalents resulting from
the cash consideration and Acquisition-related expenses paid by Ciena in the
Acquisition. |
(5) PRO FORMA COMBINED NET INCOME PER SHARE
Basic and dilutive shares outstanding increased by approximately 2.5 million shares as a
result of the common stock issued in the Acquisition.
Diluted shares outstanding include the dilutive effect of in-the-money options calculated
based on the average share price using the treasury stock method. Under the treasury stock method,
the amount the employee must pay for exercising stock options, the amount of compensation cost for
future service that has not yet been recognized, and the amount of tax benefits that would be
recorded in additional paid-in capital when the award becomes deductible are assumed to be used to
repurchase shares. The pro forma diluted shares outstanding increased by 0.5 million.
7