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)
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Large accelerated filer
þ
|
Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
|
|
Emerging growth company
o
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Class
|
|
Outstanding at September 1, 2017
|
common stock, $0.01 par value
|
|
142,688,322
|
|
PAGE
NUMBER
|
|
|
|
|
|
Quarter Ended July 31,
|
|
Nine Months Ended July 31,
|
||||||||||||
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2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Products
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$
|
610,742
|
|
|
$
|
553,450
|
|
|
$
|
1,702,365
|
|
|
$
|
1,535,017
|
|
Services
|
117,977
|
|
|
117,100
|
|
|
354,873
|
|
|
349,365
|
|
||||
Total revenue
|
728,719
|
|
|
670,550
|
|
|
2,057,238
|
|
|
1,884,382
|
|
||||
Cost of goods sold:
|
|
|
|
|
|
|
|
||||||||
Products
|
341,197
|
|
|
299,381
|
|
|
955,303
|
|
|
851,641
|
|
||||
Services
|
59,446
|
|
|
62,684
|
|
|
181,834
|
|
|
189,713
|
|
||||
Total cost of goods sold
|
400,643
|
|
|
362,065
|
|
|
1,137,137
|
|
|
1,041,354
|
|
||||
Gross profit
|
328,076
|
|
|
308,485
|
|
|
920,101
|
|
|
843,028
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
117,729
|
|
|
116,697
|
|
|
356,221
|
|
|
339,346
|
|
||||
Selling and marketing
|
86,739
|
|
|
83,732
|
|
|
260,292
|
|
|
252,878
|
|
||||
General and administrative
|
35,569
|
|
|
34,336
|
|
|
106,423
|
|
|
100,681
|
|
||||
Amortization of intangible assets
|
3,837
|
|
|
14,529
|
|
|
29,368
|
|
|
46,957
|
|
||||
Acquisition and integration costs
|
—
|
|
|
1,029
|
|
|
—
|
|
|
4,613
|
|
||||
Restructuring costs
|
2,203
|
|
|
1,138
|
|
|
8,874
|
|
|
2,057
|
|
||||
Total operating expenses
|
246,077
|
|
|
251,461
|
|
|
761,178
|
|
|
746,532
|
|
||||
Income from operations
|
81,999
|
|
|
57,024
|
|
|
158,923
|
|
|
96,496
|
|
||||
Interest and other income (loss), net
|
(848
|
)
|
|
(3,647
|
)
|
|
(3,396
|
)
|
|
(11,456
|
)
|
||||
Interest expense
|
(13,415
|
)
|
|
(15,967
|
)
|
|
(41,926
|
)
|
|
(41,285
|
)
|
||||
Income before income taxes
|
67,736
|
|
|
37,410
|
|
|
113,601
|
|
|
43,755
|
|
||||
Provision for income taxes
|
7,726
|
|
|
3,864
|
|
|
11,704
|
|
|
7,758
|
|
||||
Net income
|
$
|
60,010
|
|
|
$
|
33,546
|
|
|
$
|
101,897
|
|
|
$
|
35,997
|
|
Basic net income per common share
|
$
|
0.42
|
|
|
$
|
0.24
|
|
|
$
|
0.72
|
|
|
$
|
0.26
|
|
Diluted net income per potential common share
|
$
|
0.39
|
|
|
$
|
0.23
|
|
|
$
|
0.69
|
|
|
$
|
0.26
|
|
Weighted average basic common shares outstanding
|
142,464
|
|
|
138,881
|
|
|
141,631
|
|
|
137,835
|
|
||||
Weighted average dilutive potential common shares outstanding
|
172,112
|
|
|
169,349
|
|
|
164,431
|
|
|
139,053
|
|
|
Quarter Ended July 31,
|
|
Nine Months Ended July 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
60,010
|
|
|
$
|
33,546
|
|
|
$
|
101,897
|
|
|
$
|
35,997
|
|
Change in unrealized gain (loss) on available-for-sale securities, net of tax
|
(6
|
)
|
|
169
|
|
|
(533
|
)
|
|
425
|
|
||||
Change in unrealized gain (loss) on foreign currency forward contracts, net of tax
|
2,380
|
|
|
(946
|
)
|
|
2,906
|
|
|
518
|
|
||||
Change in unrealized gain (loss) on forward starting interest rate swap, net of tax
|
(327
|
)
|
|
(2,270
|
)
|
|
4,570
|
|
|
(2,176
|
)
|
||||
Change in cumulative translation adjustments
|
13,644
|
|
|
(2,724
|
)
|
|
11,891
|
|
|
1,969
|
|
||||
Other comprehensive income (loss)
|
15,691
|
|
|
(5,771
|
)
|
|
18,834
|
|
|
736
|
|
||||
Total comprehensive income
|
$
|
75,701
|
|
|
$
|
27,775
|
|
|
$
|
120,731
|
|
|
$
|
36,733
|
|
|
July 31,
2017 |
|
October 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
559,540
|
|
|
$
|
777,615
|
|
Short-term investments
|
234,743
|
|
|
275,248
|
|
||
Accounts receivable, net
|
653,242
|
|
|
576,235
|
|
||
Inventories
|
276,421
|
|
|
211,251
|
|
||
Prepaid expenses and other
|
199,189
|
|
|
172,843
|
|
||
Total current assets
|
1,923,135
|
|
|
2,013,192
|
|
||
Long-term investments
|
59,874
|
|
|
90,172
|
|
||
Equipment, building, furniture and fixtures, net
|
314,850
|
|
|
288,406
|
|
||
Goodwill
|
267,841
|
|
|
266,974
|
|
||
Other intangible assets, net
|
106,990
|
|
|
146,711
|
|
||
Other long-term assets
|
63,970
|
|
|
68,120
|
|
||
Total assets
|
$
|
2,736,660
|
|
|
$
|
2,873,575
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
258,358
|
|
|
$
|
235,942
|
|
Accrued liabilities and other short-term obligations
|
284,629
|
|
|
310,353
|
|
||
Deferred revenue
|
110,629
|
|
|
109,009
|
|
||
Current portion of long-term debt
|
4,000
|
|
|
236,241
|
|
||
Total current liabilities
|
657,616
|
|
|
891,545
|
|
||
Long-term deferred revenue
|
86,898
|
|
|
73,854
|
|
||
Other long-term obligations
|
116,534
|
|
|
124,394
|
|
||
Long-term debt, net
|
931,302
|
|
|
1,017,441
|
|
||
Total liabilities
|
$
|
1,792,350
|
|
|
$
|
2,107,234
|
|
Commitments and contingencies (Note 21)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
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; 142,672,784
and 139,767,627 shares issued and outstanding |
1,427
|
|
|
1,398
|
|
||
Additional paid-in capital
|
6,772,687
|
|
|
6,715,478
|
|
||
Accumulated other comprehensive loss
|
(5,495
|
)
|
|
(24,329
|
)
|
||
Accumulated deficit
|
(5,824,309
|
)
|
|
(5,926,206
|
)
|
||
Total stockholders’ equity
|
944,310
|
|
|
766,341
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,736,660
|
|
|
$
|
2,873,575
|
|
|
Nine Months Ended July 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
101,897
|
|
|
$
|
35,997
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements
|
55,873
|
|
|
46,624
|
|
||
Share-based compensation costs
|
36,843
|
|
|
41,832
|
|
||
Amortization of intangible assets
|
39,721
|
|
|
59,428
|
|
||
Provision for inventory excess and obsolescence
|
28,727
|
|
|
26,663
|
|
||
Provision for warranty
|
5,188
|
|
|
13,114
|
|
||
Other
|
21,076
|
|
|
15,706
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(80,652
|
)
|
|
(37,768
|
)
|
||
Inventories
|
(93,896
|
)
|
|
(56,267
|
)
|
||
Prepaid expenses and other
|
(26,450
|
)
|
|
16,687
|
|
||
Accounts payable, accruals and other obligations
|
(5,960
|
)
|
|
(5,087
|
)
|
||
Deferred revenue
|
13,978
|
|
|
(4,120
|
)
|
||
Net cash provided by operating activities
|
96,345
|
|
|
152,809
|
|
||
Cash flows used in investing activities:
|
|
|
|
||||
Payments for equipment, furniture, fixtures and intellectual property
|
(76,004
|
)
|
|
(81,161
|
)
|
||
Purchase of available for sale securities
|
(189,802
|
)
|
|
(340,168
|
)
|
||
Proceeds from maturities of available for sale securities
|
260,003
|
|
|
160,606
|
|
||
Settlement of foreign currency forward contracts, net
|
(1,619
|
)
|
|
(9,982
|
)
|
||
Acquisition of business, net of cash acquired
|
—
|
|
|
(32,000
|
)
|
||
Net cash used in investing activities
|
(7,422
|
)
|
|
(302,705
|
)
|
||
Cash flows provided by (used in) financing activities:
|
|
|
|
||||
Proceeds from issuance of term loan, net
|
—
|
|
|
248,750
|
|
||
Payment of long-term debt
|
(232,554
|
)
|
|
(45,990
|
)
|
||
Payment for modification of term loans
|
(93,625
|
)
|
|
—
|
|
||
Payment of debt issuance costs
|
—
|
|
|
(3,980
|
)
|
||
Payment of capital lease obligations
|
(2,650
|
)
|
|
(5,359
|
)
|
||
Proceeds from issuance of common stock
|
20,395
|
|
|
22,118
|
|
||
Net cash provided by (used in) financing activities
|
(308,434
|
)
|
|
215,539
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,436
|
|
|
(1,696
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
(218,075
|
)
|
|
63,947
|
|
||
Cash and cash equivalents at beginning of period
|
777,615
|
|
|
790,971
|
|
||
Cash and cash equivalents at end of period
|
$
|
559,540
|
|
|
$
|
854,918
|
|
Supplemental disclosure of cash flow information
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
33,861
|
|
|
$
|
31,787
|
|
Cash paid during the period for income taxes, net
|
$
|
26,793
|
|
|
$
|
9,947
|
|
Non-cash investing activities
|
|
|
|
||||
Purchase of equipment in accounts payable
|
$
|
6,012
|
|
|
$
|
10,204
|
|
Equipment acquired under capital lease
|
$
|
—
|
|
|
$
|
5,322
|
|
Building subject to capital lease
|
$
|
50,370
|
|
|
$
|
8,993
|
|
Construction in progress subject to build-to-suit lease
|
$
|
—
|
|
|
$
|
35,875
|
|
(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, 2016
|
$
|
868
|
|
|
$
|
1,970
|
|
|
$
|
2,838
|
|
Additional liability recorded
|
3,967
|
|
(1)
|
4,907
|
|
(2)
|
8,874
|
|
|||
Cash payments
|
(3,370
|
)
|
|
(2,679
|
)
|
|
(6,049
|
)
|
|||
Balance at July 31, 2017
|
$
|
1,465
|
|
|
$
|
4,198
|
|
|
$
|
5,663
|
|
Current restructuring liabilities
|
$
|
1,465
|
|
|
$
|
4,198
|
|
|
$
|
5,663
|
|
Non-current restructuring liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Reflects a global workforce reduction of approximately
60
employees during fiscal 2017 as part of a business optimization strategy to improve gross margin, constrain operating expense and redesign certain business processes and systems.
|
(2)
|
Reflects unfavorable lease commitments and relocation costs incurred during fiscal 2017 in connection with the facility transition from Ciena's existing research and development center located at Lab 10 on the former Nortel Carling Campus to a new campus facility in Ottawa, Canada.
|
|
Workforce
reduction
|
|
Consolidation
of excess
facilities
|
|
Total
|
||||||
Balance at October 31, 2015
|
$
|
591
|
|
|
$
|
688
|
|
|
$
|
1,279
|
|
Additional liability recorded
|
2,067
|
|
|
(9
|
)
|
|
2,058
|
|
|||
Cash payments
|
(1,736
|
)
|
|
(316
|
)
|
|
(2,052
|
)
|
|||
Balance at July 31, 2016
|
$
|
922
|
|
|
$
|
363
|
|
|
$
|
1,285
|
|
Current restructuring liabilities
|
$
|
922
|
|
|
$
|
363
|
|
|
$
|
1,285
|
|
Non-current restructuring liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Quarter Ended July 31,
|
|
Nine Months Ended July 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest income
|
$
|
1,820
|
|
|
$
|
1,250
|
|
|
$
|
4,609
|
|
|
$
|
2,918
|
|
Gains (losses) on non-hedge designated foreign currency forward contracts
|
834
|
|
|
(4,787
|
)
|
|
(891
|
)
|
|
(20,000
|
)
|
||||
Foreign currency exchange gain (loss)
|
(2,946
|
)
|
|
(839
|
)
|
|
(4,071
|
)
|
|
5,291
|
|
||||
Modification of term loan
|
—
|
|
|
—
|
|
|
(2,924
|
)
|
|
—
|
|
||||
Other
|
(556
|
)
|
|
729
|
|
|
(119
|
)
|
|
335
|
|
||||
Interest and other income (loss), net
|
$
|
(848
|
)
|
|
$
|
(3,647
|
)
|
|
$
|
(3,396
|
)
|
|
$
|
(11,456
|
)
|
(5)
|
SHORT-TERM AND LONG-TERM INVESTMENTS
|
|
July 31, 2017
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
U.S. government obligations:
|
|
|
|
|
|
|
|
||||||||
Included in short-term investments
|
$
|
225,032
|
|
|
$
|
—
|
|
|
(272
|
)
|
|
$
|
224,760
|
|
|
Included in long-term investments
|
59,976
|
|
|
—
|
|
|
(102
|
)
|
|
59,874
|
|
||||
|
$
|
285,008
|
|
|
$
|
—
|
|
|
$
|
(374
|
)
|
|
$
|
284,634
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial paper:
|
|
|
|
|
|
|
|
||||||||
Included in short-term investments
|
$
|
9,983
|
|
|
—
|
|
|
—
|
|
|
$
|
9,983
|
|
||
|
$
|
9,983
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,983
|
|
|
October 31, 2016
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
U.S. government obligations:
|
|
|
|
|
|
|
|
||||||||
Included in short-term investments
|
$
|
260,125
|
|
|
$
|
140
|
|
|
$
|
(6
|
)
|
|
$
|
260,259
|
|
Included in long-term investments
|
90,145
|
|
|
57
|
|
|
(30
|
)
|
|
90,172
|
|
||||
|
$
|
350,270
|
|
|
$
|
197
|
|
|
$
|
(36
|
)
|
|
$
|
350,431
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial paper:
|
|
|
|
|
|
|
|
||||||||
Included in short-term investments
|
$
|
14,989
|
|
|
—
|
|
|
—
|
|
|
$
|
14,989
|
|
||
|
$
|
14,989
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,989
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Less than one year
|
$
|
235,015
|
|
|
$
|
234,743
|
|
Due in 1-2 years
|
59,976
|
|
|
59,874
|
|
||
|
$
|
294,991
|
|
|
$
|
294,617
|
|
(6)
|
FAIR VALUE MEASUREMENTS
|
|
July 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
392,351
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
392,351
|
|
U.S. government obligations
|
—
|
|
|
284,634
|
|
|
—
|
|
|
284,634
|
|
||||
Commercial paper
|
—
|
|
|
89,887
|
|
|
—
|
|
|
89,887
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
1,811
|
|
|
—
|
|
|
1,811
|
|
||||
Total assets measured at fair value
|
$
|
392,351
|
|
|
$
|
376,332
|
|
|
$
|
—
|
|
|
$
|
768,683
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
229
|
|
|
$
|
—
|
|
|
$
|
229
|
|
Forward starting interest rate swap
|
—
|
|
|
1,396
|
|
|
—
|
|
|
1,396
|
|
||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
1,625
|
|
|
$
|
—
|
|
|
$
|
1,625
|
|
|
October 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
625,277
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
625,277
|
|
U.S. government obligations
|
—
|
|
|
350,431
|
|
|
—
|
|
|
350,431
|
|
||||
Commercial paper
|
—
|
|
|
69,959
|
|
|
—
|
|
|
69,959
|
|
||||
Foreign currency forward contracts
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
||||
Total assets measured at fair value
|
$
|
625,277
|
|
|
$
|
420,565
|
|
|
$
|
—
|
|
|
$
|
1,045,842
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
$
|
—
|
|
|
$
|
1,396
|
|
|
$
|
—
|
|
|
$
|
1,396
|
|
Forward starting interest rate swap
|
—
|
|
|
5,967
|
|
|
—
|
|
|
5,967
|
|
||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
7,363
|
|
|
$
|
—
|
|
|
$
|
7,363
|
|
|
July 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
392,351
|
|
|
$
|
79,904
|
|
|
$
|
—
|
|
|
$
|
472,255
|
|
Short-term investments
|
—
|
|
|
234,743
|
|
|
—
|
|
|
234,743
|
|
||||
Prepaid expenses and other
|
—
|
|
|
1,811
|
|
|
—
|
|
|
1,811
|
|
||||
Long-term investments
|
—
|
|
|
59,874
|
|
|
—
|
|
|
59,874
|
|
||||
Total assets measured at fair value
|
$
|
392,351
|
|
|
$
|
376,332
|
|
|
$
|
—
|
|
|
$
|
768,683
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities
|
$
|
—
|
|
|
$
|
229
|
|
|
$
|
—
|
|
|
$
|
229
|
|
Other long-term obligations
|
—
|
|
|
1,396
|
|
|
—
|
|
|
1,396
|
|
||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
1,625
|
|
|
$
|
—
|
|
|
$
|
1,625
|
|
|
October 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
625,277
|
|
|
$
|
54,970
|
|
|
$
|
—
|
|
|
$
|
680,247
|
|
Short-term investments
|
—
|
|
|
275,248
|
|
|
—
|
|
|
275,248
|
|
||||
Prepaid expenses and other
|
—
|
|
|
175
|
|
|
—
|
|
|
175
|
|
||||
Long-term investments
|
—
|
|
|
90,172
|
|
|
—
|
|
|
90,172
|
|
||||
Total assets measured at fair value
|
$
|
625,277
|
|
|
$
|
420,565
|
|
|
$
|
—
|
|
|
$
|
1,045,842
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued liabilities
|
$
|
—
|
|
|
$
|
1,396
|
|
|
$
|
—
|
|
|
$
|
1,396
|
|
Other long-term obligations
|
—
|
|
|
5,967
|
|
|
—
|
|
|
5,967
|
|
||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
7,363
|
|
|
$
|
—
|
|
|
$
|
7,363
|
|
(7)
|
ACCOUNTS RECEIVABLE
|
(8)
|
INVENTORIES
|
|
July 31,
2017 |
|
October 31,
2016 |
||||
Raw materials
|
$
|
46,857
|
|
|
$
|
44,644
|
|
Work-in-process
|
16,172
|
|
|
12,852
|
|
||
Finished goods
|
179,394
|
|
|
156,402
|
|
||
Deferred cost of goods sold
|
90,157
|
|
|
59,856
|
|
||
|
332,580
|
|
|
273,754
|
|
||
Provision for excess and obsolescence
|
(56,159
|
)
|
|
(62,503
|
)
|
||
|
$
|
276,421
|
|
|
$
|
211,251
|
|
(9)
|
PREPAID EXPENSES AND OTHER
|
|
July 31,
2017 |
|
October 31,
2016 |
||||
Prepaid VAT and other taxes
|
$
|
92,998
|
|
|
$
|
77,474
|
|
Product demonstration equipment, net
|
42,881
|
|
|
42,259
|
|
||
Deferred deployment expense
|
28,028
|
|
|
19,138
|
|
||
Prepaid expenses
|
25,229
|
|
|
25,659
|
|
||
Other non-trade receivables
|
6,847
|
|
|
4,398
|
|
||
Financing receivable
|
1,395
|
|
|
3,740
|
|
||
Derivative assets
|
1,811
|
|
|
175
|
|
||
|
$
|
199,189
|
|
|
$
|
172,843
|
|
(10)
|
EQUIPMENT, BUILDING, FURNITURE AND FIXTURES
|
|
July 31,
2017 |
|
October 31,
2016 |
||||
Equipment, furniture and fixtures
|
$
|
483,482
|
|
|
$
|
451,029
|
|
Building subject to capital lease
|
79,002
|
|
|
22,529
|
|
||
Construction in progress subject to build-to-suit lease
|
—
|
|
|
57,602
|
|
||
Leasehold improvements
|
86,617
|
|
|
60,011
|
|
||
|
649,101
|
|
|
591,171
|
|
||
Accumulated depreciation and amortization
|
(334,251
|
)
|
|
(302,765
|
)
|
||
|
$
|
314,850
|
|
|
$
|
288,406
|
|
(11)
|
OTHER INTANGIBLE ASSETS
|
|
July 31, 2017
|
|
October 31, 2016
|
||||||||||||||||||||
|
Gross Intangible
|
|
Accumulated Amortization
|
|
Net Intangible
|
|
Gross
Intangible
|
|
Accumulated
Amortization
|
|
Net
Intangible
|
||||||||||||
Developed technology
|
$
|
341,255
|
|
|
$
|
(262,308
|
)
|
|
$
|
78,947
|
|
|
$
|
347,727
|
|
|
$
|
(248,128
|
)
|
|
$
|
99,599
|
|
In-process research and development
|
671
|
|
|
—
|
|
|
671
|
|
|
4,200
|
|
|
—
|
|
|
4,200
|
|
||||||
Patents and licenses
|
7,165
|
|
|
(6,473
|
)
|
|
692
|
|
|
7,165
|
|
|
(6,285
|
)
|
|
880
|
|
||||||
Customer relationships, covenants not to compete, outstanding purchase orders and contracts
|
334,642
|
|
|
(307,962
|
)
|
|
26,680
|
|
|
358,647
|
|
|
(316,615
|
)
|
|
42,032
|
|
||||||
Total other intangible assets
|
$
|
683,733
|
|
|
$
|
(576,743
|
)
|
|
$
|
106,990
|
|
|
$
|
717,739
|
|
|
$
|
(571,028
|
)
|
|
$
|
146,711
|
|
Period ended October 31,
|
|
|
||
2017 (remaining three months)
|
$
|
5,993
|
|
|
2018
|
23,386
|
|
|
|
2019
|
22,839
|
|
|
|
2020
|
21,812
|
|
|
|
2021
|
18,878
|
|
|
|
Thereafter
|
13,411
|
|
|
|
|
$
|
106,319
|
|
(1)
|
(12)
|
GOODWILL
|
|
|
Balance at October 31, 2016
|
|
Acquisitions
|
|
Impairments
|
|
Translation
|
|
Balance at July 31, 2017
|
||||||||||
Software and Software-Related Services
|
|
$
|
201,428
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
201,428
|
|
Networking Platforms
|
|
65,546
|
|
|
—
|
|
|
—
|
|
|
867
|
|
|
66,413
|
|
|||||
Total
|
|
$
|
266,974
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
867
|
|
|
$
|
267,841
|
|
(13)
|
OTHER BALANCE SHEET DETAILS
|
|
July 31,
2017 |
|
October 31,
2016 |
||||
Maintenance spares, net
|
$
|
46,576
|
|
|
$
|
49,535
|
|
Deferred debt issuance costs, net
(1)
|
1,122
|
|
|
1,363
|
|
||
Financing receivable
|
716
|
|
|
1,870
|
|
||
Other
|
15,556
|
|
|
15,352
|
|
||
|
$
|
63,970
|
|
|
$
|
68,120
|
|
|
July 31,
2017 |
|
October 31,
2016 |
||||
Compensation, payroll related tax and benefits
|
$
|
94,934
|
|
|
$
|
106,687
|
|
Warranty
|
44,296
|
|
|
52,324
|
|
||
Vacation
|
40,541
|
|
|
36,112
|
|
||
Capital lease obligations
|
3,784
|
|
|
2,321
|
|
||
Interest payable
|
5,032
|
|
|
4,649
|
|
||
Other
|
96,042
|
|
|
108,260
|
|
||
|
$
|
284,629
|
|
|
$
|
310,353
|
|
Nine months ended
|
|
Beginning
|
|
|
|
|
|
Ending
|
||||||
July 31,
|
|
Balance
|
|
Provisions
|
|
Settlements
|
|
Balance
|
||||||
2016
|
|
$
|
56,654
|
|
|
13,114
|
|
|
(15,289
|
)
|
|
$
|
54,479
|
|
2017
|
|
$
|
52,324
|
|
|
5,188
|
|
|
(13,216
|
)
|
|
$
|
44,296
|
|
|
July 31,
2017 |
|
October 31,
2016 |
||||
Products
|
$
|
61,913
|
|
|
$
|
45,216
|
|
Services
|
135,614
|
|
|
137,647
|
|
||
|
197,527
|
|
|
182,863
|
|
||
Less current portion
|
(110,629
|
)
|
|
(109,009
|
)
|
||
Long-term deferred revenue
|
$
|
86,898
|
|
|
$
|
73,854
|
|
|
July 31,
2017 |
|
October 31,
2016 |
||||
Capital lease obligations
|
$
|
76,549
|
|
|
$
|
24,298
|
|
Income tax liability
|
15,621
|
|
|
14,122
|
|
||
Deferred tenant allowance
|
8,412
|
|
|
9,164
|
|
||
Straight-line rent
|
7,371
|
|
|
6,406
|
|
||
Forward starting interest rate swap
|
1,396
|
|
|
5,967
|
|
||
Construction liability
|
—
|
|
|
57,602
|
|
||
Other
|
7,185
|
|
|
6,835
|
|
||
|
$
|
116,534
|
|
|
$
|
124,394
|
|
Period ended October 31,
|
|
||
2017 (remaining three months)
|
$
|
2,371
|
|
2018
|
9,486
|
|
|
2019
|
9,060
|
|
|
2020
|
8,078
|
|
|
2021
|
7,974
|
|
|
Thereafter
|
96,279
|
|
|
Net minimum capital lease payments
|
133,248
|
|
|
Less: Amount representing interest
|
(52,915
|
)
|
|
Present value of minimum lease payments
|
80,333
|
|
|
Less: Current portion of present value of minimum lease payments
|
(3,784
|
)
|
|
Long-term portion of present value of minimum lease payments
|
$
|
76,549
|
|
(14)
|
DERIVATIVE INSTRUMENTS
|
|
Unrealized
|
|
Unrealized
|
|
Unrealized
|
|
Cumulative
|
|
|
||||||||||
|
Gain/(Loss) on
|
|
Gain/(Loss) on
|
|
Gain/(Loss) on Forward
|
|
Foreign Currency
|
|
|
||||||||||
|
Marketable Securities
|
|
Foreign Currency Contracts
|
|
Starting Interest Rate Swap
|
|
Translation Adjustment
|
|
Total
|
||||||||||
Balance at October 31, 2016
|
$
|
139
|
|
|
$
|
(1,091
|
)
|
|
$
|
(5,967
|
)
|
|
$
|
(17,410
|
)
|
|
$
|
(24,329
|
)
|
Other comprehensive income (loss) before reclassifications
|
(533
|
)
|
|
896
|
|
|
4,838
|
|
|
11,891
|
|
|
17,092
|
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
2,010
|
|
|
(268
|
)
|
|
—
|
|
|
1,742
|
|
|||||
Balance at July 31, 2017
|
$
|
(394
|
)
|
|
$
|
1,815
|
|
|
$
|
(1,397
|
)
|
|
$
|
(5,519
|
)
|
|
$
|
(5,495
|
)
|
|
Unrealized
|
|
Unrealized
|
|
Unrealized
|
|
Cumulative
|
|
|
||||||||||
|
Gain/(Loss)
on
|
|
Gain/(Loss)
on
|
|
Gain/(Loss) on Forward
|
|
Foreign Currency
|
|
|
||||||||||
|
Marketable Securities
|
|
Foreign Currency Contracts
|
|
Starting Interest Rate Swap
|
|
Translation Adjustment
|
|
Total
|
||||||||||
Balance at October 31, 2015
|
$
|
(78
|
)
|
|
$
|
(268
|
)
|
|
$
|
(5,522
|
)
|
|
$
|
(16,258
|
)
|
|
$
|
(22,126
|
)
|
Other comprehensive income (loss) before reclassifications
|
425
|
|
|
(70
|
)
|
|
(4,655
|
)
|
|
1,969
|
|
|
(2,331
|
)
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
588
|
|
|
2,479
|
|
|
—
|
|
|
3,067
|
|
|||||
Balance at July 31, 2016
|
$
|
347
|
|
|
$
|
250
|
|
|
$
|
(7,698
|
)
|
|
$
|
(14,289
|
)
|
|
$
|
(21,390
|
)
|
(16)
|
SHORT-TERM AND LONG-TERM DEBT
|
|
|
July 31, 2017
|
|
October 31, 2016
|
||||
Term Loan Payable due July 15, 2019
|
|
$
|
—
|
|
|
$
|
241,359
|
|
Term Loan Payable due April 25, 2021
|
|
—
|
|
|
244,944
|
|
||
Term Loan Payable due January 30, 2022
|
|
393,674
|
|
|
—
|
|
||
|
|
$
|
393,674
|
|
|
$
|
486,303
|
|
•
|
be subject to mandatory prepayment on the same basis as under the Term Loan Credit Agreement;
|
•
|
bear interest, at Ciena’s election, at a per annum rate equal to (a) LIBOR (subject to a floor of
0.75%
) plus an applicable margin of
2.50%
, or (b) a base rate (subject to a floor of
1.75%
) plus an applicable margin of
1.50%
; and
|
•
|
be repayable at any time at Ciena's election, provided that repayment of the 2022 Term Loan with proceeds of certain indebtedness prior to July 30, 2017 will require a prepayment premium of
1%
of the aggregate principal amount of such prepayment.
|
|
|
|
|
|
|
|
|
||||||
|
Principal Balance
|
|
Unamortized Discount
|
|
Deferred Debt Issuance Costs
|
|
Net Carrying Value
|
||||||
Term Loan Payable due January 30, 2022
|
$
|
399,000
|
|
|
$
|
(2,038
|
)
|
|
$
|
(3,288
|
)
|
|
$393,674
|
|
|
July 31, 2017
|
||||||
|
|
Carrying Value
(1)
|
|
Fair Value
(2)
|
||||
Term Loan Payable due January 30, 2022
|
|
$
|
393,674
|
|
|
$
|
401,993
|
|
(1)
|
Includes unamortized debt discount and debt issuance costs.
|
(2)
|
Ciena's term loan is categorized as Level 2 in the fair value hierarchy. Ciena estimated the fair value of its 2022 Term Loan using a market approach based upon observable inputs, such as current market transactions involving comparable securities.
|
|
|
July 31, 2017
|
|
October 31, 2016
|
||||
0.875% Convertible Senior Notes due June 15, 2017
|
|
$
|
—
|
|
|
$
|
231,240
|
|
3.75% Convertible Senior Notes due October 15, 2018
|
|
348,557
|
|
|
347,630
|
|
||
4.0% Convertible Senior Notes due December 15, 2020
|
|
193,071
|
|
|
188,509
|
|
||
|
|
$
|
541,628
|
|
|
$
|
767,379
|
|
|
Liability Component
|
|
Equity Component
|
||||||||||||||||
|
Principal Balance
|
|
Unamortized Debt Discount
|
|
Deferred Debt Issuance Costs
|
|
Net Carrying Value
|
|
Net Carrying Value
|
||||||||||
3.75% Convertible Senior Notes due October 15, 2018
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
(1,443
|
)
|
|
$
|
348,557
|
|
|
$
|
—
|
|
4.0% Convertible Senior Notes due December 15, 2020
|
$
|
203,996
|
|
|
$
|
(9,893
|
)
|
|
$
|
(1,032
|
)
|
|
$
|
193,071
|
|
|
$
|
43,131
|
|
|
|
July 31, 2017
|
||||||
|
|
Net Carrying Value
(1)
|
|
Fair Value
(2)
|
||||
3.75% Convertible Senior Notes due October 15, 2018
|
|
348,557
|
|
|
482,825
|
|
||
4.0% Convertible Senior Notes due December 15, 2020
|
|
193,071
|
|
|
269,719
|
|
||
|
|
$
|
541,628
|
|
|
$
|
752,544
|
|
(1)
|
Includes unamortized debt discount, accretion of principal and deferred debt issuance costs.
|
(2)
|
The convertible notes are categorized as Level 2 in the fair value hierarchy. Ciena estimated the fair value of its outstanding convertible notes using a market approach based upon observable inputs, such as current market transactions involving comparable securities.
|
(17)
|
ABL CREDIT FACILITY
|
(18)
|
EARNINGS PER SHARE CALCULATION
|
|
Quarter Ended July 31,
|
|
Nine Months Ended July 31,
|
||||||||||||
Numerator
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
60,010
|
|
|
$
|
33,546
|
|
|
$
|
101,897
|
|
|
$
|
35,997
|
|
Add: Interest expense associated with 0.875% Convertible Senior Notes due 2017
|
246
|
|
|
1,326
|
|
|
1,343
|
|
|
—
|
|
||||
Add: Interest expense associated with 3.75% Convertible Senior Notes due 2018
|
3,572
|
|
|
3,572
|
|
|
10,750
|
|
|
—
|
|
||||
Add: Interest expense associated with 4.0% Convertible Senior Notes due 2020
|
3,323
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income used to calculate Diluted EPS
|
$
|
67,151
|
|
|
$
|
38,444
|
|
|
$
|
113,990
|
|
|
$
|
35,997
|
|
|
Quarter Ended July 31,
|
|
Nine Months Ended July 31,
|
||||||||
Denominator
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Basic weighted average shares outstanding
|
142,464
|
|
|
138,881
|
|
|
141,631
|
|
|
137,835
|
|
Add: Shares underlying outstanding stock options and restricted stock units and issuable under employee stock purchase plan
|
1,386
|
|
|
895
|
|
|
1,401
|
|
|
1,218
|
|
Add: Shares underlying 0.875% Convertible Senior Notes due 2017
|
1,708
|
|
|
12,217
|
|
|
4,043
|
|
|
—
|
|
Add: Shares underlying 3.75% Convertible Senior Notes due 2018
|
17,356
|
|
|
17,356
|
|
|
17,356
|
|
|
—
|
|
Add: Shares underlying 4.0% Convertible Senior Notes due 2020
|
9,198
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dilutive weighted average shares outstanding
|
172,112
|
|
|
169,349
|
|
|
164,431
|
|
|
139,053
|
|
|
Quarter Ended July 31,
|
|
Nine Months Ended July 31,
|
||||||||||||
EPS
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Basic EPS
|
$
|
0.42
|
|
|
$
|
0.24
|
|
|
$
|
0.72
|
|
|
$
|
0.26
|
|
Diluted EPS
|
$
|
0.39
|
|
|
$
|
0.23
|
|
|
$
|
0.69
|
|
|
$
|
0.26
|
|
|
Quarter Ended July 31,
|
|
Nine Months Ended July 31,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Shares underlying stock options and restricted stock units
|
682
|
|
|
2,082
|
|
|
988
|
|
|
2,089
|
|
0.875% Convertible Senior Notes due June 15, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
12,571
|
|
3.75% Convertible Senior Notes due October 15, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
17,356
|
|
4.0% Convertible Senior Notes due December 15, 2020
|
—
|
|
|
9,198
|
|
|
9,198
|
|
|
9,198
|
|
Total shares excluded due to anti-dilutive effect
|
682
|
|
|
11,280
|
|
|
10,186
|
|
|
41,214
|
|
(19)
|
SHARE-BASED COMPENSATION EXPENSE
|
|
Shares Underlying
Options
Outstanding
|
|
Weighted
Average
Exercise Price
|
|||
Balance at October 31, 2016
|
1,387
|
|
|
$
|
26.90
|
|
Exercised
|
(223
|
)
|
|
10.74
|
|
|
Canceled
|
(270
|
)
|
|
28.80
|
|
|
Balance at July 31, 2017
|
894
|
|
|
$
|
30.35
|
|
|
|
|
|
|
|
Options Outstanding at
|
|
Vested Options at
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
July 31, 2017
|
|
July 31, 2017
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
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
|
|||||||||||||||||||
$
|
1.88
|
|
|
—
|
|
|
$
|
11.16
|
|
|
65
|
|
|
2.84
|
|
$
|
8.66
|
|
|
$
|
1,094
|
|
|
64
|
|
|
2.78
|
|
$
|
8.64
|
|
|
$
|
1,082
|
|
$
|
11.34
|
|
|
—
|
|
|
$
|
17.24
|
|
|
178
|
|
|
4.84
|
|
13.44
|
|
|
2,130
|
|
|
172
|
|
|
4.76
|
|
13.39
|
|
|
2,065
|
|
||||
$
|
17.50
|
|
|
—
|
|
|
$
|
30.46
|
|
|
127
|
|
|
1.82
|
|
25.90
|
|
|
222
|
|
|
119
|
|
|
1.48
|
|
26.35
|
|
|
172
|
|
||||
$
|
31.93
|
|
|
—
|
|
|
$
|
37.10
|
|
|
299
|
|
|
1.74
|
|
35.10
|
|
|
—
|
|
|
299
|
|
|
1.74
|
|
35.10
|
|
|
—
|
|
||||
$
|
37.82
|
|
|
—
|
|
|
$
|
55.63
|
|
|
225
|
|
|
3.92
|
|
46.17
|
|
|
—
|
|
|
224
|
|
|
3.91
|
|
46.19
|
|
|
—
|
|
||||
$
|
1.88
|
|
|
—
|
|
|
$
|
55.63
|
|
|
894
|
|
|
3.00
|
|
$
|
30.35
|
|
|
$
|
3,446
|
|
|
878
|
|
|
2.92
|
|
$
|
30.56
|
|
|
$
|
3,319
|
|
|
Restricted
Stock Units
Outstanding
|
|
Weighted
Average Grant
Date Fair Value
Per Share
|
|
Aggregate
Fair Value
|
|||||
Balance at October 31, 2016
|
4,280
|
|
|
$
|
19.96
|
|
|
$
|
83,511
|
|
Granted
|
2,211
|
|
|
|
|
|
||||
Vested
|
(1,687
|
)
|
|
|
|
|
||||
Canceled or forfeited
|
(476
|
)
|
|
|
|
|
||||
Balance at July 31, 2017
|
4,328
|
|
|
$
|
21.36
|
|
|
$
|
110,051
|
|
|
Quarter Ended July 31,
|
|
Nine Months Ended July 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Product costs
|
$
|
709
|
|
|
$
|
645
|
|
|
$
|
1,978
|
|
|
$
|
1,845
|
|
Service costs
|
619
|
|
|
637
|
|
|
1,926
|
|
|
1,922
|
|
||||
Share-based compensation expense included in cost of sales
|
1,328
|
|
|
1,282
|
|
|
3,904
|
|
|
3,767
|
|
||||
Research and development
|
3,139
|
|
|
3,479
|
|
|
10,001
|
|
|
10,698
|
|
||||
Sales and marketing
|
3,242
|
|
|
3,590
|
|
|
9,628
|
|
|
12,248
|
|
||||
General and administrative
|
4,321
|
|
|
4,284
|
|
|
13,191
|
|
|
14,381
|
|
||||
Acquisition and integration costs
|
—
|
|
|
—
|
|
|
—
|
|
|
714
|
|
||||
Share-based compensation expense included in operating expense
|
10,702
|
|
|
11,353
|
|
|
32,820
|
|
|
38,041
|
|
||||
Share-based compensation expense capitalized in inventory, net
|
(17
|
)
|
|
(13
|
)
|
|
119
|
|
|
24
|
|
||||
Total share-based compensation
|
$
|
12,013
|
|
|
$
|
12,622
|
|
|
$
|
36,843
|
|
|
$
|
41,832
|
|
(20)
|
SEGMENTS AND ENTITY WIDE DISCLOSURES
|
•
|
Networking Platforms
reflects sales of Ciena’s Converged Packet Optical, Packet Networking and Optical Transport product lines
.
|
◦
|
Converged Packet Optical
—
includes the 6500 Packet-Optical Platform and the 5430 Reconfigurable Switching System, which feature Ciena's WaveLogic coherent optical processors. Products also include the Waveserver stackable interconnect system, the family of CoreDirector® Multiservice Optical Switches and the OTN configuration for the 5410 Reconfigurable Switching System. This product line also includes sales of the Z-Series Packet-Optical Platform.
|
◦
|
Packet Networking
—
includes the 3000 family of service delivery switches and service aggregation switches and the 5000 family of service aggregation switches. This product line also includes the 8700 Packetwave Platform and the Ethernet packet configuration for the 5410 Service Aggregation Switch.
|
◦
|
Optical Transport
—
includes the 4200 Advanced Services Platform, 5100/5200 Advanced Services Platform, Common Photonic Layer (CPL) and 6100 Multiservice Optical Platform. Ciena's Optical Transport products have either been previously discontinued, or are expected to be discontinued during fiscal 2017, reflecting network operators' transition toward next-generation converged network architectures.
|
•
|
Software and Software-Related Services
reflects sales of Ciena’s network virtualization, management, control and orchestration software solutions and software-related services, including subscription, installation, support, and consulting services.
|
◦
|
This segment includes Ciena’s element and network management solutions and planning tools, including the OneControl Unified Management System, ON-Center® Network & Service Management Suite, Ethernet Services Manager, Optical Suite Release and Planet Operate. As Ciena seeks adoption of its Blue Planet software platform and transitions features, functionality and customers to this platform, Ciena expects revenue declines for its other element and network management solutions.
|
◦
|
This segment includes Ciena’s Blue Planet network virtualization, service orchestration and network management software platform. Ciena's Blue Planet platform includes multi-domain service orchestration (MDSO), network function virtualization (NFV), management and orchestration (NFV MANO), and Ciena's manage, control and plan (MCP) solution, SDN Multilayer Controller and V-WAN application.
|
•
|
Global Services
reflects sales of a broad range of Ciena’s services for consulting and network design, installation and deployment, maintenance support and training activities. Revenue from this segment is included in services revenue on the Condensed Consolidated Statement of Operations.
|
|
Quarter Ended July 31,
|
|
Nine Months Ended July 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Networking Platforms
|
|
|
|
|
|
|
|
||||||||
Converged Packet Optical
|
$
|
506,532
|
|
|
$
|
467,615
|
|
|
$
|
1,421,315
|
|
|
$
|
1,291,956
|
|
Packet Networking
|
82,121
|
|
|
63,658
|
|
|
220,641
|
|
|
180,437
|
|
||||
Optical Transport
|
3,694
|
|
|
9,619
|
|
|
11,822
|
|
|
30,215
|
|
||||
Total Networking Platforms
|
592,347
|
|
|
540,892
|
|
|
1,653,778
|
|
|
1,502,608
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Software and Software-Related Services
|
|
|
|
|
|
|
|
||||||||
Software Platforms
|
18,395
|
|
|
12,558
|
|
|
48,587
|
|
|
32,409
|
|
||||
Software-Related Services
|
23,856
|
|
|
19,011
|
|
|
70,760
|
|
|
55,059
|
|
||||
Total Software and Software-Related Services
|
42,251
|
|
|
31,569
|
|
|
119,347
|
|
|
87,468
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Global Services
|
|
|
|
|
|
|
|
||||||||
Maintenance Support and Training
|
57,902
|
|
|
55,996
|
|
|
171,133
|
|
|
169,123
|
|
||||
Installation and Deployment
|
27,397
|
|
|
31,245
|
|
|
84,011
|
|
|
92,317
|
|
||||
Consulting and Network Design
|
8,822
|
|
|
10,848
|
|
|
28,969
|
|
|
32,866
|
|
||||
Total Global Services
|
94,121
|
|
|
98,089
|
|
|
284,113
|
|
|
294,306
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Consolidated revenue
|
$
|
728,719
|
|
|
$
|
670,550
|
|
|
$
|
2,057,238
|
|
|
$
|
1,884,382
|
|
|
Quarter Ended July 31,
|
|
Nine Months Ended July 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Segment profit (loss):
|
|
|
|
|
|
|
|
||||||||
Networking Platforms
|
$
|
159,649
|
|
|
$
|
150,521
|
|
|
$
|
423,859
|
|
|
$
|
390,109
|
|
Software and Software-Related Services
|
11,133
|
|
|
2,412
|
|
|
23,384
|
|
|
(970
|
)
|
||||
Global Services
|
39,565
|
|
|
38,855
|
|
|
116,637
|
|
|
114,543
|
|
||||
Total segment profit
|
210,347
|
|
|
191,788
|
|
|
563,880
|
|
|
503,682
|
|
||||
Less: Non-performance operating expenses
|
|
|
|
|
|
|
|
||||||||
Selling and marketing
|
86,739
|
|
|
83,732
|
|
|
260,292
|
|
|
252,878
|
|
||||
General and administrative
|
35,569
|
|
|
34,336
|
|
|
106,423
|
|
|
100,681
|
|
||||
Amortization of intangible assets
|
3,837
|
|
|
14,529
|
|
|
29,368
|
|
|
46,957
|
|
||||
Acquisition and integration costs
|
—
|
|
|
1,029
|
|
|
—
|
|
|
4,613
|
|
||||
Restructuring costs
|
2,203
|
|
|
1,138
|
|
|
8,874
|
|
|
2,057
|
|
||||
Add: Other non-performance financial items
|
|
|
|
|
|
|
|
||||||||
Interest expense and other income (loss), net
|
(14,263
|
)
|
|
(19,614
|
)
|
|
(45,322
|
)
|
|
(52,741
|
)
|
||||
Less: Provision for income taxes
|
7,726
|
|
|
3,864
|
|
|
11,704
|
|
|
7,758
|
|
||||
Consolidated net income
|
$
|
60,010
|
|
|
$
|
33,546
|
|
|
$
|
101,897
|
|
|
$
|
35,997
|
|
|
Quarter Ended July 31,
|
|
Nine Months Ended July 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
North America
|
$
|
465,238
|
|
|
$
|
438,013
|
|
|
$
|
1,295,539
|
|
|
$
|
1,226,222
|
|
EMEA
|
96,068
|
|
|
104,266
|
|
|
293,387
|
|
|
281,163
|
|
||||
CALA
|
51,709
|
|
|
46,606
|
|
|
120,826
|
|
|
148,312
|
|
||||
APAC
|
115,704
|
|
|
81,665
|
|
|
347,486
|
|
|
228,685
|
|
||||
Total
|
$
|
728,719
|
|
|
$
|
670,550
|
|
|
$
|
2,057,238
|
|
|
$
|
1,884,382
|
|
|
July 31,
2017 |
|
October 31,
2016 |
||||
Canada
|
$
|
208,422
|
|
|
$
|
173,885
|
|
United States
|
94,790
|
|
|
103,018
|
|
||
Other International
|
11,638
|
|
|
11,503
|
|
||
Total
|
$
|
314,850
|
|
|
$
|
288,406
|
|
|
Quarter Ended July 31,
|
|
Nine Months Ended July 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
AT&T
|
$
|
120,931
|
|
|
$
|
105,418
|
|
|
$
|
324,900
|
|
|
$
|
348,032
|
|
Verizon
|
82,918
|
|
|
n/a
|
|
|
206,272
|
|
|
n/a
|
|
||||
Total
|
$
|
203,849
|
|
|
$
|
105,418
|
|
|
$
|
531,172
|
|
|
$
|
348,032
|
|
n/a
|
Denotes revenue representing less than 10% of total revenue for the period
|
(21)
|
COMMITMENTS AND CONTINGENCIES
|
(22)
|
SUBSEQUENT EVENT
|
•
|
our ability to execute our business and growth strategies;
|
•
|
fluctuations in our revenue and operating results and our financial results generally;
|
•
|
the loss of any of our large customers, a significant reduction in their spending, or a material change in their networking or procurement strategies;
|
•
|
the competitive environment in which we operate;
|
•
|
market acceptance of products and services currently under development and delays in product or software development;
|
•
|
lengthy sales cycles and onerous contract terms with communications service providers, Web-scale providers and other large customers;
|
•
|
product performance problems and undetected errors;
|
•
|
our ability to diversify our customer base beyond our traditional customers and broaden the application for our solutions in communications networks;
|
•
|
the level of growth in network traffic and bandwidth consumption and the corresponding level of investment in network infrastructures by network operators;
|
•
|
the international scale of our operations and fluctuations in currency exchange rates;
|
•
|
our ability to forecast accurately demand for our products for purposes of inventory purchase practices;
|
•
|
the impact of pricing pressure and price erosion that we regularly encounter in our markets;
|
•
|
our ability to enforce our intellectual property rights, and costs we may incur in response to intellectual property right infringement claims made against us;
|
•
|
the continued availability on commercially reasonable terms of software and other technology under third party licenses;
|
•
|
the potential failure to maintain the security of confidential, proprietary or otherwise sensitive business information or systems or to protect against cyber security attacks;
|
•
|
the performance of our third party contract manufacturers;
|
•
|
changes or disruption in components or supplies provided by third parties, including sole and limited source suppliers;
|
•
|
our ability to manage effectively our relationships with third party service partners and distributors;
|
•
|
unanticipated risks and additional obligations in connection with our resale of complementary products or technology of other companies;
|
•
|
our new distribution relationships under which we will make available certain technology as a component;
|
•
|
our exposure to the credit risks of our customers and our ability to collect receivables;
|
•
|
modification or disruption of our internal business processes and information systems;
|
•
|
the effect of our outstanding indebtedness on our liquidity and business;
|
•
|
fluctuations in our stock price and our ability to access the capital markets to raise capital;
|
•
|
unanticipated expenses or disruptions to our operations caused by facilities transitions or restructuring activities;
|
•
|
inability to attract and retain experienced and qualified personnel;
|
•
|
disruptions to our operations caused by strategic acquisitions and investments or the inability to achieve the expected benefits and synergies of newly-acquired businesses;
|
•
|
our ability to grow our software business and address networking strategies including software-defined networking and network function virtualization;
|
•
|
changes in, and the impact of, government regulations, including with respect to: the communications industry generally; the business of our customers; the use, import or export of products; and the environment, potential climate change and other social initiatives;
|
•
|
future legislation or executive action in the U.S. relating to tax policy or trade regulation;
|
•
|
impairment charges caused by the write-down of goodwill or long-lived assets;
|
•
|
our ability to maintain effective internal controls over financial reporting and liabilities that result from the inability to comply with corporate governance requirements; and
|
•
|
adverse results in litigation matters.
|
•
|
Product revenue for the
third
quarter of fiscal
2017
increased
by
$26.1 million
, primarily reflecting revenue increases in Packet Networking and Converged Packet Optical within our Networking Platforms segment and software platforms within our Software and Software-Related Services segment.
|
•
|
Service revenue for the
third
quarter of fiscal
2017
decreased
by
$4.4 million
.
|
•
|
North America revenue for the
third
quarter of fiscal
2017
was
$465.2 million
,
an increase
from
$424.4 million
in the
second
quarter of fiscal
2017
. This primarily reflects revenue increases of $37.9 million within our Networking Platforms segment and $5.5 million within our Software and Software-Related Services segment. These increases were partially offset by a revenue decrease of $2.5 million within our Global Services segment.
|
•
|
Europe, Middle East and Africa ("EMEA") revenue for the
third
quarter of fiscal
2017
was
$96.1 million
,
a decrease
from
$105.8 million
in the
second
quarter of fiscal
2017
. This primarily reflects a revenue decrease of $12.1 million within our Networking Platforms segment, partially offset by a revenue increase of $2.6 million within our Global Services segment.
|
•
|
Caribbean and Latin America ("CALA") revenue for the
third
quarter of fiscal
2017
was
$51.7 million
,
an increase
from
$33.9 million
in the
second
quarter of fiscal
2017
. This primarily reflects a revenue increase of $18.5 million within our Networking Platforms segment, partially offset by a revenue decrease of $1.2 million within our Global Services segment.
|
•
|
Asia Pacific ("APAC") revenue for the
third
quarter of fiscal
2017
was
$115.7 million
,
a decrease
from
$142.9 million
in the
second
quarter of fiscal
2017
. This primarily reflects revenue decreases of $23.5 million within our Networking Platforms segment, $2.5 million within our Global Services segment and $1.2 million within our Software and Software-Related Services segment.
|
•
|
For the
third
quarter of fiscal
2017
,
two
customers accounted for greater than 10% of total revenue. AT&T accounted for 16.6% of total revenue and Verizon accounted for 11.4%. AT&T accounted for 15.2% of total revenue in the
second
quarter of fiscal
2017
.
|
|
Quarter Ended July 31,
|
|
Increase
|
|
|
|||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Networking Platforms
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Converged Packet Optical
|
$
|
506,532
|
|
|
69.5
|
|
$
|
467,615
|
|
|
69.7
|
|
$
|
38,917
|
|
|
8.3
|
|
Packet Networking
|
82,121
|
|
|
11.3
|
|
63,658
|
|
|
9.5
|
|
18,463
|
|
|
29.0
|
|
|||
Optical Transport
|
3,694
|
|
|
0.5
|
|
9,619
|
|
|
1.4
|
|
(5,925
|
)
|
|
(61.6
|
)
|
|||
Total Networking Platforms
|
592,347
|
|
|
81.3
|
|
540,892
|
|
|
80.6
|
|
51,455
|
|
|
9.5
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software and Software-Related Services
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software Platforms
|
18,395
|
|
|
2.5
|
|
12,558
|
|
|
1.9
|
|
5,837
|
|
|
46.5
|
|
|||
Software-Related Services
|
23,856
|
|
|
3.3
|
|
19,011
|
|
|
2.8
|
|
4,845
|
|
|
25.5
|
|
|||
Total Software and Software-Related Services
|
42,251
|
|
|
5.8
|
|
31,569
|
|
|
4.7
|
|
10,682
|
|
|
33.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Global Services
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Maintenance Support and Training
|
57,902
|
|
|
7.9
|
|
55,996
|
|
|
8.4
|
|
1,906
|
|
|
3.4
|
|
|||
Installation and Deployment
|
27,397
|
|
|
3.8
|
|
31,245
|
|
|
4.7
|
|
(3,848
|
)
|
|
(12.3
|
)
|
|||
Consulting and Network Design
|
8,822
|
|
|
1.2
|
|
10,848
|
|
|
1.6
|
|
(2,026
|
)
|
|
(18.7
|
)
|
|||
Total Global Services
|
94,121
|
|
|
12.9
|
|
98,089
|
|
|
14.7
|
|
(3,968
|
)
|
|
(4.0
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consolidated revenue
|
$
|
728,719
|
|
|
100.0
|
|
$
|
670,550
|
|
|
100.0
|
|
$
|
58,169
|
|
|
8.7
|
|
•
|
Networking Platforms
segment revenue
increased
, primarily reflecting product line sales increases of
$38.9 million
of our Converged Packet Optical products and
$18.5 million
in sales of our Packet Networking products partially offset by a product line sales decrease of
$5.9 million
in sales of our Optical Transport products.
|
◦
|
Converged Packet Optical sales primarily reflect sales increases of $38.1 million of our Waveserver stackable interconnect system and $15.3 million of our 6500 Packet-Optical Platform. These increases were partially offset by sales decreases of $13.2 million of our Z-Series Packet-Optical Platform and $1.6 million of our OTN configuration for the 5410 Reconfigurable Switching System.
|
◦
|
Packet Networking sales primarily reflect sales increases of $13.2 million of our 3000 and 5000 families of service delivery and aggregation switches and $5.3 million of our 8700 Packetwave Platform.
|
◦
|
Optical Transport sales have continued to experience significant declines, as expected. Our Optical Transport products have either been previously discontinued, or are expected to be discontinued, reflecting network operators’ transition toward next-generation converged network architectures addressed by solutions within our Converged Packet Optical product line.
|
•
|
Software and Software-Related Services
segment revenue
increased
, primarily reflecting sales increases of
$4.9 million
in software-related services and
$5.8 million
of our software platforms. The increase in software-related services is primarily due to sales increases of $3.4 million of software subscription services and $1.0 million of services supporting our Blue Planet software platform and advance software applications. The increase in software platform sales primarily reflects increases of $4.6 million in sales of our OneControl Unified Management System and $1.0 million in sales of our Blue Planet software platform.
|
•
|
Global Services
segment revenue
decreased
, primarily reflecting sales decreases of $3.9 million of our installation and deployment services and $2.0 million of our network transformation services, partially offset by a sales increase of $1.9 million of our maintenance support and training services.
|
|
Quarter Ended July 31,
|
|
Increase
|
|
|
|||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
|||||||
North America
|
$
|
465,238
|
|
|
63.8
|
|
$
|
438,013
|
|
|
65.3
|
|
$
|
27,225
|
|
|
6.2
|
|
EMEA
|
96,068
|
|
|
13.2
|
|
104,266
|
|
|
15.5
|
|
(8,198
|
)
|
|
(7.9
|
)
|
|||
CALA
|
51,709
|
|
|
7.1
|
|
46,606
|
|
|
7.0
|
|
5,103
|
|
|
10.9
|
|
|||
APAC
|
115,704
|
|
|
15.9
|
|
81,665
|
|
|
12.2
|
|
34,039
|
|
|
41.7
|
|
|||
Total
|
$
|
728,719
|
|
|
100.0
|
|
$
|
670,550
|
|
|
100.0
|
|
$
|
58,169
|
|
|
8.7
|
|
•
|
North America revenue
primarily reflects increases of $20.5 million within our Networking Platforms segment and $8.2 million within our Software and Software-Related Services segment, partially offset by a revenue decrease of $1.5 million within our Global Services segment. The revenue increase within our Networking Platforms segment primarily reflects product line increases of $11.5 million of Converged Packet Optical sales and $9.9 million of Packet Networking sales. The revenue increase within Converged Packet Optical primarily reflects an increase of $35.1 million in sales of our Waveserver stackable interconnect system, partially offset by decreases of $13.4 million in sales of our Z-Series Packet-Optical Platform, $6.4 million in sales of our 5430 Reconfigurable Switching System and $2.3 million in sales of our 6500 Packet-Optical Platform. The revenue increase for our Waveserver stackable interconnect system primarily reflects increased sales to Web-scale providers. The revenue increase within Packet Networking primarily reflects increases of $7.3 million in sales of our 3000 and 5000 families of service delivery and aggregation switches and $3.1 million in sales of our 8700 Packetwave Platform. The revenue increase for our 3000 and 5000 families of service delivery and aggregation switches primarily reflects increased sales to AT&T and other service providers. The revenue increase within our Software and Software-Related Services segment primarily reflects sales increases of $3.6 million in sales of our OneControl Unified Management System and $2.8 million of our software subscription services.
|
•
|
EMEA revenue
primarily
reflects a decrease of $12.2 million within our Networking Platforms segment, partially offset by revenue increases of $2.9 million within our Global Services segment and $1.1 million within our Software and Software-Related Services segment. Our Networking Platforms segment revenue primarily reflects a product line decrease of $7.5 million in Converged Packet Optical sales, primarily due to a decrease of $12.0 million in sales for our 6500 Packet-Optical Platform partially offset by increases of $2.6 million in sales of our 5430 Reconfigurable Switching System and $2.0 million in sales of our Waveserver stackable interconnect system.
|
•
|
CALA revenue
primarily
reflects an increase of $12.2 million within our Networking Platforms segment partially offset by a revenue decrease of $7.2 million within our Global Services segment. The revenue increase within our Networking Platforms segment primarily reflects a product line increase of $11.0 million of Converged Packet Optical sales primarily due to increased sales of our 6500 Packet-Optical Platform to cable and multiservice operators and certain communication service providers.
|
•
|
APAC revenue
primarily reflects increases of $31.0 million within our Networking Platforms segment, $1.8 million within our Global Services segment and $1.2 million within our Software and Software-Related Services segment. The revenue increase within our Networking Platforms segment primarily reflects product line increases of $23.8 million of Converged Packet Optical sales and $8.2 million of Packet Networking sales. The revenue increase within Converged Packet Optical primarily reflects a revenue increase of $18.2 million in sales of our 6500 Packet-Optical Platform, primarily related to sales through our strategic relationship with Ericsson in Australia. The revenue increase within Packet Networking primarily reflects increased sales of $4.5 million of our 3000 and 5000 families of service delivery and aggregation switches and $2.8 million of our 8700 Packetwave Platform to a certain communication service provider in India. APAC revenue has increased meaningfully in recent periods reflecting in part significant revenue growth in India, where we have benefited from service provider customer initiatives to gain subscribers and unprecedented subscriber growth and related network projects. Changes in spending and the timing of revenue recognition for large network projects in this region can result in significant variations in revenue results in any particular quarter.
|
|
Quarter Ended July 31,
|
|
Increase
|
|
|
||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
||||||
Total revenue
|
$
|
728,719
|
|
|
100.0
|
|
$
|
670,550
|
|
|
100.0
|
|
$
|
58,169
|
|
|
8.7
|
Total cost of goods sold
|
400,643
|
|
|
55.0
|
|
362,065
|
|
|
54.0
|
|
38,578
|
|
|
10.7
|
|||
Gross profit
|
$
|
328,076
|
|
|
45.0
|
|
$
|
308,485
|
|
|
46.0
|
|
$
|
19,591
|
|
|
6.4
|
|
Quarter Ended July 31,
|
|
Increase
|
|
|
||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
||||||
Product revenue
|
$
|
610,742
|
|
|
100.0
|
|
$
|
553,450
|
|
|
100.0
|
|
$
|
57,292
|
|
|
10.4
|
Product cost of goods sold
|
341,197
|
|
|
55.9
|
|
299,381
|
|
|
54.1
|
|
41,816
|
|
|
14.0
|
|||
Product gross profit
|
$
|
269,545
|
|
|
44.1
|
|
$
|
254,069
|
|
|
45.9
|
|
$
|
15,476
|
|
|
6.1
|
|
Quarter Ended July 31,
|
|
Increase
|
|
|
|||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
|||||||
Service revenue
|
$
|
117,977
|
|
|
100.0
|
|
$
|
117,100
|
|
|
100.0
|
|
$
|
877
|
|
|
0.7
|
|
Service cost of goods sold
|
59,446
|
|
|
50.4
|
|
62,684
|
|
|
53.5
|
|
(3,238
|
)
|
|
(5.2
|
)
|
|||
Service gross profit
|
$
|
58,531
|
|
|
49.6
|
|
$
|
54,416
|
|
|
46.5
|
|
$
|
4,115
|
|
|
7.6
|
|
•
|
Gross profit as a percentage of revenue
reflects reduced product gross profit partially offset by improved services gross profit.
|
•
|
Gross profit on products as a percentage of product revenue
decreased
primarily as a result of market-based price erosion partially offset by product cost reductions and increased software platform sales.
|
•
|
Gross profit on services as a percentage of services revenue
increased
primarily due to sales of higher margin software subscription services and maintenance support services.
|
|
Quarter Ended July 31,
|
|
Increase
|
|
|
|||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
|||||||
Research and development
|
$
|
117,729
|
|
|
16.2
|
|
$
|
116,697
|
|
|
17.4
|
|
$
|
1,032
|
|
|
0.9
|
|
Selling and marketing
|
86,739
|
|
|
11.9
|
|
83,732
|
|
|
12.5
|
|
3,007
|
|
|
3.6
|
|
|||
General and administrative
|
35,569
|
|
|
4.9
|
|
34,336
|
|
|
5.1
|
|
1,233
|
|
|
3.6
|
|
|||
Amortization of intangible assets
|
3,837
|
|
|
0.5
|
|
14,529
|
|
|
2.2
|
|
(10,692
|
)
|
|
(73.6
|
)
|
|||
Acquisition and integration costs
|
—
|
|
|
—
|
|
1,029
|
|
|
0.2
|
|
(1,029
|
)
|
|
(100.0
|
)
|
|||
Restructuring costs
|
2,203
|
|
|
0.3
|
|
1,138
|
|
|
0.2
|
|
1,065
|
|
|
93.6
|
|
|||
Total operating expenses
|
$
|
246,077
|
|
|
33.8
|
|
$
|
251,461
|
|
|
37.6
|
|
$
|
(5,384
|
)
|
|
(2.1
|
)
|
•
|
Research and development expense
benefited
by
$1.8 million
as a result of foreign exchange rates, net of hedging, primarily due to a stronger U.S. Dollar in relation to the Canadian Dollar. Including the effect of foreign exchange rates, research and development expenses increased by
$1.0 million
. This change primarily reflects increased employee and compensation costs.
|
•
|
Selling and marketing expense
increased
by
$3.0 million
, primarily reflecting increased employee and compensation costs.
|
•
|
General and administrative expense
increased
by
$1.2 million
, primarily reflecting increased employee and compensation costs.
|
•
|
Amortization of intangible assets
decreased
due to certain intangible assets having reached the end of their economic lives.
|
•
|
Acquisition and integration costs
incurred during fiscal 2016 reflects expense for financial, legal and accounting advisors and severance and other employee compensation costs, related to our acquisition of Cyan on August 3, 2015 and our acquisition of certain HSPC assets of TeraXion and its wholly-owned subsidiary on February 1, 2016.
|
•
|
Restructuring costs
increased primarily reflecting unfavorable lease commitments and relocation costs incurred in connection with the facility transition from our existing research and development center located at Lab 10 on the former Nortel Carling Campus to a new campus facility in Ottawa, Canada.
|
|
Quarter Ended July 31,
|
|
Increase
|
|
|
|||||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
|||||||||
Interest and other income (loss), net
|
$
|
(848
|
)
|
|
(0.1
|
)
|
|
$
|
(3,647
|
)
|
|
(0.5
|
)
|
|
$
|
2,799
|
|
|
76.7
|
|
Interest expense
|
$
|
13,415
|
|
|
1.8
|
|
|
$
|
15,967
|
|
|
2.4
|
|
|
$
|
(2,552
|
)
|
|
(16.0
|
)
|
Provision for income taxes
|
$
|
7,726
|
|
|
1.1
|
|
|
$
|
3,864
|
|
|
0.6
|
|
|
$
|
3,862
|
|
|
99.9
|
|
•
|
Interest and other income (loss), net
primarily reflects a $3.5 million gain in foreign exchange rates on assets and liabilities denominated in a currency other than the relevant functional currency, net of hedging activity.
|
•
|
Interest expense
decreased
primarily due to a reduction in our aggregate outstanding debt due to the refinancing of our term loans during the second quarter of fiscal 2017 and the maturity of our outstanding 0.875% Convertible Senior Notes on June 15, 2017. For additional information about our term loans and convertible notes, see Note
16
to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report.
|
•
|
Provision for income taxes
increased
primarily due to foreign and state tax expense.
|
|
Nine Months Ended July 31,
|
|
Increase
|
|
|
|||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Networking Platforms
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Converged Packet Optical
|
$
|
1,421,315
|
|
|
69.1
|
|
$
|
1,291,956
|
|
|
68.6
|
|
$
|
129,359
|
|
|
10.0
|
|
Packet Networking
|
220,641
|
|
|
10.7
|
|
180,437
|
|
|
9.6
|
|
40,204
|
|
|
22.3
|
|
|||
Optical Transport
|
11,822
|
|
|
0.6
|
|
30,215
|
|
|
1.6
|
|
(18,393
|
)
|
|
(60.9
|
)
|
|||
Total Networking Platforms
|
1,653,778
|
|
|
80.4
|
|
1,502,608
|
|
|
79.8
|
|
151,170
|
|
|
10.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software and Software-Related Services
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software Platforms
|
48,587
|
|
|
2.4
|
|
32,409
|
|
|
1.7
|
|
16,178
|
|
|
49.9
|
|
|||
Software-Related Services
|
70,760
|
|
|
3.4
|
|
55,059
|
|
|
2.9
|
|
15,701
|
|
|
28.5
|
|
|||
Total Software and Software-Related Services
|
119,347
|
|
|
5.8
|
|
87,468
|
|
|
4.6
|
|
31,879
|
|
|
36.4
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Global Services
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Maintenance Support and Training
|
171,133
|
|
|
8.3
|
|
169,123
|
|
|
9.0
|
|
2,010
|
|
|
1.2
|
|
|||
Installation and Deployment
|
84,011
|
|
|
4.1
|
|
92,317
|
|
|
4.9
|
|
(8,306
|
)
|
|
(9.0
|
)
|
|||
Consulting and Network Design
|
28,969
|
|
|
1.4
|
|
32,866
|
|
|
1.7
|
|
(3,897
|
)
|
|
(11.9
|
)
|
|||
Total Global Services
|
284,113
|
|
|
13.8
|
|
294,306
|
|
|
15.6
|
|
(10,193
|
)
|
|
(3.5
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consolidated revenue
|
$
|
2,057,238
|
|
|
100.0
|
|
$
|
1,884,382
|
|
|
100.0
|
|
$
|
172,856
|
|
|
9.2
|
|
•
|
Networking Platforms
segment revenue
increased
, primarily reflecting product line sales increases of
$129.4 million
of our Converged Packet Optical products and
$40.2 million
of our Packet Networking products, partially offset by a product line sales decrease of
$18.4 million
in sales of our Optical Transport products.
|
◦
|
Converged Packet Optical sales primarily reflect increases of $81.6 million of our 6500 Packet-Optical Platform, $68.8 million of our Waveserver stackable interconnect system, $14.3 million of our 5430 Reconfigurable Switching System and $2.1 million of our OTN configuration for the 5410 Reconfigurable Switching System. These increases were partially offset by sales decreases of $31.2 million of our Z-Series Packet-Optical Platform and $6.2 million of our CoreDirector® Multiservice Optical Switches.
|
◦
|
Packet Networking sales primarily reflect increases of $33.7 million of our 3000 and 5000 families of service delivery and aggregation switches and $6.2 million of our 8700 Packetwave Platform.
|
◦
|
Optical Transport sales have continued to experience significant declines, as expected. Our Optical Transport products have either been previously discontinued, or are expected to be discontinued, reflecting network operators’ transition toward next-generation converged network architectures addressed by solutions within our Converged Packet Optical product line.
|
•
|
Software and Software-Related Services
segment revenue
increased
, primarily reflecting sales increases of
$15.7 million
in software-related services and
$16.2 million
of our software platforms. The increase in software-related services is primarily due to sales increases of $10.7 million of software subscription services, $3.4 million of services supporting our Blue Planet software platform and advance software applications, and $1.2 million of software-enabled services. The increase in software platform sales primarily reflects increases of $7.8 million in sales of our Blue Planet software platform and advanced software applications and $6.7 million in sales of our OneControl Unified Management System.
|
•
|
Global Services
segment revenue
decreased
, primarily reflecting sales decreases of $8.3 million of our installation and deployment services and $3.9 million of our consulting and network design services, partially offset by a sales increase of $2.0 million of our maintenance support and training services.
|
|
Nine Months Ended July 31,
|
|
Increase
|
|
|
|||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
|||||||
North America
|
$
|
1,295,539
|
|
|
63.0
|
|
$
|
1,226,222
|
|
|
65.1
|
|
$
|
69,317
|
|
|
5.7
|
|
EMEA
|
293,387
|
|
|
14.3
|
|
281,163
|
|
|
14.9
|
|
12,224
|
|
|
4.3
|
|
|||
CALA
|
120,826
|
|
|
5.8
|
|
148,312
|
|
|
7.9
|
|
(27,486
|
)
|
|
(18.5
|
)
|
|||
APAC
|
347,486
|
|
|
16.9
|
|
228,685
|
|
|
12.1
|
|
118,801
|
|
|
51.9
|
|
|||
Total
|
$
|
2,057,238
|
|
|
100.0
|
|
$
|
1,884,382
|
|
|
100.0
|
|
$
|
172,856
|
|
|
9.2
|
|
•
|
North America revenue
primarily reflects increases of $53.8 million within our Networking Platforms segment and $23.7 million within our Software and Software-Related Services segment, partially offset by a revenue decrease of $8.2 million within our Global Services segment. The revenue increase within our Networking Platforms segment primarily reflects product line increases of $37.1 million of Converged Packet Optical sales and $20.5 million of Packet Networking sales, partially offset by a product line decrease of $3.8 million in Optical Transport sales. The revenue increase within Converged Packet Optical sales primarily reflects increases of $61.2 million in sales of our Waveserver stackable interconnect system and $10.4 million in sales of our 6500 Packet-Optical Platform, partially offset by a decrease of $30.1 million in sales of our Z-Series Packet-Optical Platform. The revenue increase for our Waveserver stackable interconnect system primarily reflects increased sales to Web-scale providers. The revenue increase for our 6500 Packet-Optical Platform primarily reflects increased sales to service providers, partially offset by decreases in sales to AT&T, certain Web-scale providers and to a cable and multiservice operator that was acquired
|
•
|
EMEA revenue
primarily
reflects increases of $10.6 million within our Networking Platforms segment and $3.7 million within our Software and Software-Related Services segment, partially offset by a revenue decrease of $2.1 million within our Global Services segment. Our Networking Platforms segment revenue primarily reflects a product line increase of $15.3 million in Converged Packet Optical sales, primarily due to increased sales of $9.2 million of our 6500 Packet-Optical Platform and $6.0 million of our Waveserver stackable interconnect system.
|
•
|
CALA revenue
primarily
reflects decreases of $23.0 million within our Networking Platforms segment and $4.8 million within our Global Services segment. The revenue decrease within our Networking Platforms segment primarily reflects product line decreases of $22.3 million of Converged Packet Optical sales and $4.3 million in Optical Transport sales partially offset by a product line increase of $3.6 million of Packet Networking sales.
|
•
|
APAC revenue
primarily reflects increases of $109.8 million within our Networking Platforms segment, $4.8 million within our Global Services segment and $4.2 million within our Software and Software-Related Services segment. The revenue increase within our Networking Platforms segment primarily reflects product line increases of $99.3 million of Converged Packet Optical sales and $13.2 million of Packet Networking sales, partially offset by a product line decrease of $2.7 million in Optical Transport sales. The revenue increase within Converged Packet Optical reflects an increase of $66.5 million in sales of our 6500 Packet-Optical Platform primarily due to increases in sales through our strategic relationship with Ericsson in Australia, sales to Reliance Jio Infocomm in India and sales to service providers in Japan. The revenue increase within Converged Packet Optical also reflects an increase of $30.7 million of our 5430 Reconfigurable Switching System sales primarily due to increased sales to Reliance Jio Infocomm in India. The timing of revenue recognition for large network projects in this region can result in significant variations in revenue results in any particular quarter.
|
|
Nine Months Ended July 31,
|
|
Increase
|
|
|
||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
||||||
Total revenue
|
$
|
2,057,238
|
|
|
100.0
|
|
$
|
1,884,382
|
|
|
100.0
|
|
$
|
172,856
|
|
|
9.2
|
Total cost of goods sold
|
1,137,137
|
|
|
55.3
|
|
1,041,354
|
|
|
55.3
|
|
95,783
|
|
|
9.2
|
|||
Gross profit
|
$
|
920,101
|
|
|
44.7
|
|
$
|
843,028
|
|
|
44.7
|
|
$
|
77,073
|
|
|
9.1
|
|
Nine Months Ended July 31,
|
|
Increase
|
|
|
||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
||||||
Product revenue
|
$
|
1,702,365
|
|
|
100.0
|
|
$
|
1,535,017
|
|
|
100.0
|
|
$
|
167,348
|
|
|
10.9
|
Product cost of goods sold
|
955,303
|
|
|
56.1
|
|
851,641
|
|
|
55.5
|
|
103,662
|
|
|
12.2
|
|||
Product gross profit
|
$
|
747,062
|
|
|
43.9
|
|
$
|
683,376
|
|
|
44.5
|
|
$
|
63,686
|
|
|
9.3
|
|
Nine Months Ended July 31,
|
|
Increase
|
|
|
|||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
|||||||
Service revenue
|
$
|
354,873
|
|
|
100.0
|
|
$
|
349,365
|
|
|
100.0
|
|
$
|
5,508
|
|
|
1.6
|
|
Service cost of goods sold
|
181,834
|
|
|
51.2
|
|
189,713
|
|
|
54.3
|
|
(7,879
|
)
|
|
(4.2
|
)
|
|||
Service gross profit
|
$
|
173,039
|
|
|
48.8
|
|
$
|
159,652
|
|
|
45.7
|
|
$
|
13,387
|
|
|
8.4
|
|
•
|
Gross profit as a percentage of revenue
reflects improved services gross profit partially offset by reduced product gross profit.
|
•
|
Gross profit on products as a percentage of product revenue
decreased
,
primarily as a result of market-based price erosion partially offset by product cost reductions and increased software platform sales.
|
•
|
Gross profit on services as a percentage of services revenue
increased
, primarily due to sales of higher margin software subscription services and maintenance support services.
|
|
Nine Months Ended July 31,
|
|
Increase
|
|
|
|||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
|||||||
Research and development
|
$
|
356,221
|
|
|
17.3
|
|
$
|
339,346
|
|
|
18.0
|
|
$
|
16,875
|
|
|
5.0
|
|
Selling and marketing
|
260,292
|
|
|
12.7
|
|
252,878
|
|
|
13.4
|
|
7,414
|
|
|
2.9
|
|
|||
General and administrative
|
106,423
|
|
|
5.2
|
|
100,681
|
|
|
5.3
|
|
5,742
|
|
|
5.7
|
|
|||
Amortization of intangible assets
|
29,368
|
|
|
1.4
|
|
46,957
|
|
|
2.5
|
|
(17,589
|
)
|
|
(37.5
|
)
|
|||
Acquisition and integration costs
|
—
|
|
|
—
|
|
4,613
|
|
|
0.2
|
|
(4,613
|
)
|
|
(100.0
|
)
|
|||
Restructuring costs
|
8,874
|
|
|
0.4
|
|
2,057
|
|
|
0.1
|
|
6,817
|
|
|
331.4
|
|
|||
Total operating expenses
|
$
|
761,178
|
|
|
37.0
|
|
$
|
746,532
|
|
|
39.6
|
|
$
|
14,646
|
|
|
2.0
|
|
•
|
Research and development expense
increased by
$16.9 million
. This increase primarily reflects increases of $9.7 million in employee and compensation costs, $7.0 million in facilities and information technology costs and $1.4 million of depreciation costs. These increases were partially offset by a decrease of $1.0 million in professional services.
|
•
|
Selling and marketing expense
increased by
$7.4 million
, primarily reflecting increases of $3.3 million in employee and compensation costs, $1.4 million in facilities and information technology costs, $1.2 million in technology and related costs and $1.0 million in selling and marketing costs.
|
•
|
General and administrative expense
increased by
$5.7 million
, primarily reflecting increases of $3.8 million for professional services and legal fees, $1.3 million for employee and compensation costs, and $1.2 million for facilities and information technology costs.
|
•
|
Amortization of intangible assets
decreased
due to certain intangible assets having reached the end of their economic lives.
|
•
|
Acquisition and integration costs
incurred during fiscal 2016 reflects expense for financial, legal and accounting advisors and severance and other employee compensation costs, related to our acquisition of Cyan on August 3, 2015 and our acquisition of certain HSPC assets of TeraXion and its wholly-owned subsidiary on February 1, 2016.
|
•
|
Restructuring costs
increased due to unfavorable lease commitments and relocation costs incurred in connection with the facility transition from our existing research and development center located at Lab 10 on the former Nortel Carling Campus to a new campus facility in Ottawa, Canada.
|
|
Nine Months Ended July 31,
|
|
Increase
|
|
|
||||||||||||||
|
2017
|
|
%*
|
|
2016
|
|
%*
|
|
(decrease)
|
|
%**
|
||||||||
Interest and other income (loss), net
|
$
|
(3,396
|
)
|
|
(0.2
|
)
|
|
$
|
(11,456
|
)
|
|
(0.6
|
)
|
|
$
|
8,060
|
|
|
70.4
|
Interest expense
|
$
|
41,926
|
|
|
2.0
|
|
|
$
|
41,285
|
|
|
2.2
|
|
|
$
|
641
|
|
|
1.6
|
Provision for income taxes
|
$
|
11,704
|
|
|
0.6
|
|
|
$
|
7,758
|
|
|
0.4
|
|
|
$
|
3,946
|
|
|
50.9
|
•
|
Interest and other income (loss), net
primarily reflects the improved impact of foreign exchange rates on assets and liabilities denominated in a currency other than the relevant functional currency, net of hedging activity, partially offset by $2.9 million in debt modification expenses related to the 2022 Term Loan that was entered into in the second quarter of fiscal 2017. For additional information about our term loans, see Note
16
to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report.
|
•
|
Interest expense
remained relatively unchanged.
|
•
|
Provision for income taxes
increased
primarily due to increased foreign and state tax expense.
|
|
Quarter Ended July 31,
|
|
|
|
|||||||||
|
2017
|
|
2016
|
|
Increase (decrease)
|
|
%*
|
||||||
Segment profit:
|
|
|
|
|
|
|
|
||||||
Networking Platforms
|
$
|
159,649
|
|
|
$
|
150,521
|
|
|
$
|
9,128
|
|
|
6.1
|
Software and Software-Related Services
|
$
|
11,133
|
|
|
$
|
2,412
|
|
|
$
|
8,721
|
|
|
361.6
|
Global Services
|
$
|
39,565
|
|
|
$
|
38,855
|
|
|
$
|
710
|
|
|
1.8
|
•
|
Networking Platforms
segment
profit
increased
, primarily due to higher sales volume, as described above, resulting in increased gross profits, slightly offset by increased research and development costs. Research and development costs primarily reflect increased expenses relating to the continued development of our coherent modem technology, including our WaveLogic Ai coherent optical chipset, and relocation costs as a result of the facility transition from our existing research and development center located at Lab 10 on the former Nortel Carling Campus to a new campus facility in Ottawa, Canada.
|
•
|
Software and Software-Related Services
segment
profit
increased
, primarily due to higher sales volume, as described above, resulting in increased gross profits, slightly offset by increased research and development costs. Research and development costs primarily reflect increased expense relating to the continued development of our Blue Planet software platform.
|
•
|
Global Services
segment
profit
increased
, primarily due to improved gross margin on consulting and network design services offset by lower sales volume.
|
|
Nine Months Ended July 31,
|
|
|
|
|
||||||||
|
2017
|
|
2016
|
|
Increase (decrease)
|
|
%*
|
||||||
Segment profit (loss):
|
|
|
|
|
|
|
|
||||||
Networking Platforms
|
$
|
423,859
|
|
|
$
|
390,109
|
|
|
$
|
33,750
|
|
|
8.7
|
Software and Software-Related Services
|
$
|
23,384
|
|
|
$
|
(970
|
)
|
|
$
|
24,354
|
|
|
NM**
|
Global Services
|
$
|
116,637
|
|
|
$
|
114,543
|
|
|
$
|
2,094
|
|
|
1.8
|
•
|
Networking Platforms
segment
profit
increased
, primarily due to higher sales volume, as described above, resulting in increased gross profits, slightly offset by increased research and development costs. Research and development costs primarily reflect increased expenses relating to the continued development of our coherent modem technology, including our WaveLogic Ai coherent optical chipset, and relocation costs as a result of the facility transition from our existing research and development center located at Lab 10 on the former Nortel Carling Campus to a new campus facility in Ottawa, Canada.
|
•
|
Software and Software-Related Services
segment
profit
reflects higher sales volume, as described above, and improved gross margin, partially offset by increased research and development costs. Research and development costs primarily reflect increased expenses relating to the continued development of our Blue Planet software platform.
|
•
|
Global Services
segment
profit
increased
, primarily due to improved gross margin, as described above, partially offset by lower sales volume.
|
|
July 31,
2017 |
|
October 31,
2016 |
|
Increase
(decrease)
|
||||||
Cash and cash equivalents
|
$
|
559,540
|
|
|
$
|
777,615
|
|
|
$
|
(218,075
|
)
|
Short-term investments in marketable debt securities
|
234,743
|
|
|
275,248
|
|
|
(40,505
|
)
|
|||
Long-term investments in marketable debt securities
|
59,874
|
|
|
90,172
|
|
|
(30,298
|
)
|
|||
Total cash and cash equivalents and investments in marketable debt securities
|
$
|
854,157
|
|
|
$
|
1,143,035
|
|
|
$
|
(288,878
|
)
|
|
Nine months ended
|
||
|
July 31, 2017
|
||
Net income
|
$
|
101,897
|
|
Adjustments for non-cash charges:
|
|
||
Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements
|
55,873
|
|
|
Share-based compensation costs
|
36,843
|
|
|
Amortization of intangible assets
|
39,721
|
|
|
Provision for inventory excess and obsolescence
|
28,727
|
|
|
Provision for warranty
|
5,188
|
|
|
Other
|
21,076
|
|
|
Net income (adjusted for non-cash charges)
|
$
|
289,325
|
|
|
Nine months ended
|
||
|
July 31, 2017
|
||
Cash used in accounts receivable
|
$
|
(80,652
|
)
|
Cash used in inventories
|
(93,896
|
)
|
|
Cash used in prepaid expenses and other
|
(26,450
|
)
|
|
Cash used in accounts payable, accruals and other obligations
|
(5,960
|
)
|
|
Cash provided by deferred revenue
|
13,978
|
|
|
Total cash used for working capital
|
$
|
(192,980
|
)
|
•
|
The
$80.7 million
of cash
used by
accounts receivable during the first
nine
months of fiscal
2017
reflects increased sales volume;
|
•
|
The
$93.9 million
of cash
used in
inventory during the first
nine
months of fiscal
2017
primarily reflects increases in finished goods to meet customer delivery schedules and deferred costs of sales awaiting customer acceptance;
|
•
|
Cash
used in
prepaid expense and other during the first
nine
months of fiscal
2017
was
$26.5 million
, primarily reflecting higher prepaid value added taxes and higher deferred deployment expense;
|
•
|
The
$6.0 million
of cash
used in
accounts payable, accruals and other obligations during the first
nine
months of fiscal
2017
primarily reflects a slight increase in payments to our suppliers; and
|
•
|
The
$14.0 million
of cash
provided by
deferred revenue during the first
nine
months of fiscal
2017
represents an increase in advanced payments received from customers prior to revenue recognition.
|
|
Nine months ended
|
||
|
July 31, 2017
|
||
0.875% Convertible Senior Notes due June 15, 2017
(1)
|
$
|
1,824
|
|
3.75% Convertible Senior Notes due October 15, 2018
(2)
|
6,562
|
|
|
4.0% Convertible Senior Notes due December 15, 2020
(3)
|
7,500
|
|
|
Term Loan due July 15, 2019
(4)
|
2,342
|
|
|
Term Loan due April 25, 2021
(5)
|
2,702
|
|
|
Term Loan due January 30, 2022
(6)
|
6,584
|
|
|
Interest rate swaps
(7)
|
2,727
|
|
|
ABL Credit Facility
(8)
|
1,180
|
|
|
Capital leases
|
2,440
|
|
|
Cash paid during period
|
$
|
33,861
|
|
(1)
|
The final interest payment owing on our 0.875% Convertible Senior Notes due June 15, 2017 was paid during the third quarter of fiscal 2017.
|
(2)
|
Interest on our outstanding 3.75% Convertible Senior Notes due October 15, 2018 is payable on April 15 and October 15 of each year.
|
(3)
|
Interest on our outstanding 4.0% Convertible Senior Notes due December 15, 2020 is payable on June 15 and December 15 of each year.
|
(4)
|
Interest on the 2019 Term Loan was payable periodically based on the underlying market index rate selected for borrowing. The 2019 Term Loan bore interest at LIBOR plus a spread of 3.00% subject to a minimum LIBOR rate of 0.75%. On the first day of our second quarter of fiscal 2017, we refinanced and replaced this term loan with the 2022
|
(5)
|
Interest on the 2021 Term Loan was payable periodically based on the underlying market index rate selected for borrowing. The 2021 Term Loan bore interest at LIBOR plus a spread of 3.25% to 3.50% subject to a minimum LIBOR rate of 0.75%. On the first day of our second quarter of fiscal 2017, we refinanced and replaced this term loan with the 2022 Term Loan. See Note
16
to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report for more information.
|
(6)
|
Interest on the 2022 Term Loan is payable periodically based on the underlying market index rate selected for borrowing. The 2022 Term Loan bears interest at LIBOR plus a spread of 2.5% subject to a minimum LIBOR rate of 0.75%. As of the end of the
third
quarter of fiscal 2017, the interest rate on the 2022 Term Loan was 3.73%
.
|
(7)
|
Prior to the term loan refinancing, payments on our interest rate swaps were variable and effectively fixed the total interest rate under the 2019 Term Loan at 5.004% from July 20, 2015 through July 19, 2018 and the 2021 Term Loan at 4.62% to 4.87%, depending on applicable margin, from June 20, 2016 through June 22, 2020. In connection with the refinancing of the 2019 and 2021 Term Loans into the 2022 Term Loan, in order to align our interest rate hedges to the reduced 2022 Term Loan principal value and later maturity date, we reduced the total outstanding value of our interest rate swaps and also entered into new forward starting interest rate swaps in January 2017 and February 2017, respectively. The interest rate swaps, as adjusted, fix
98%
,
82%
and
77%
of the principal value of the 2022 Term Loan from February 2017 through July 2018, July 2018 through June 2020 and June 2020 through January 2021, respectively. The fixed rate on the amounts hedged during the periods described above will be
4.25%
,
4.25%
and
4.75%
, respectively.
|
(8)
|
During the first
nine
months of fiscal
2017
, we utilized the ABL Credit Facility to collateralize certain standby letters of credit and paid
$1.2 million
in commitment fees, interest expense and other administrative charges relating to our ABL Credit Facility.
|
|
Total
|
|
Less than one year
|
|
One to three years
|
|
Three to five years
|
|
Thereafter
|
||||||||||
Principal due at maturity on convertible notes
(1)
|
$
|
567,127
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
|
$
|
217,127
|
|
|
$
|
—
|
|
Principal due on Term Loan due January 30, 2022
(2)
|
399,000
|
|
|
4,000
|
|
|
8,000
|
|
|
8,000
|
|
|
379,000
|
|
|||||
Interest due on convertible notes
|
45,938
|
|
|
20,625
|
|
|
21,563
|
|
|
3,750
|
|
|
—
|
|
|||||
Interest due on Term Loan due January 30, 2022
(2)
|
66,838
|
|
|
15,008
|
|
|
29,602
|
|
|
22,228
|
|
|
—
|
|
|||||
Payments due under interest rate swaps
(2)
|
7,050
|
|
|
2,034
|
|
|
3,461
|
|
|
1,555
|
|
|
—
|
|
|||||
Operating leases
(3)
|
134,891
|
|
|
30,829
|
|
|
39,066
|
|
|
27,846
|
|
|
37,150
|
|
|||||
Purchase obligations
(4)
|
250,356
|
|
|
250,356
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital leases— equipment
|
3,576
|
|
|
1,717
|
|
|
1,859
|
|
|
—
|
|
|
—
|
|
|||||
Capital leases— buildings
(5)
|
129,670
|
|
|
7,768
|
|
|
15,656
|
|
|
16,142
|
|
|
90,104
|
|
|||||
Other obligations
|
2,132
|
|
|
1,033
|
|
|
1,099
|
|
|
—
|
|
|
—
|
|
|||||
Total
(6)
|
$
|
1,606,578
|
|
|
$
|
333,370
|
|
|
$
|
470,306
|
|
|
$
|
296,648
|
|
|
$
|
506,254
|
|
(1)
|
Includes the accretion of the principal amount on our outstanding 4.0% Convertible Senior Notes due December 15, 2020 payable at maturity at a rate of 1.85% per year compounded semi-annually, commencing December 27, 2012.
|
(2)
|
Interest on the 2022 Term Loan and payments due under the interest rate swaps is variable and calculated using the rate in effect on the balance sheet date. For additional information about our term loans and the interest rate swaps, see Notes
14
and
16
to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this report.
|
(3)
|
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.
|
(4)
|
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.
|
(5)
|
This represents the total minimum lease payments due for all buildings that are subject to capital lease accounting. Does not include variable insurance, taxes, maintenance and other costs required by the applicable capital lease. These costs are not expected to have a material future impact.
|
(6)
|
As of
July 31, 2017
, we also had approximately
$15.6 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 of any cash settlement with the respective tax authority, if any, cannot be reasonably estimated.
|
|
Total
|
|
Less than one year
|
|
One to three years
|
|
Three to five years
|
|
Thereafter
|
||||||||||
Standby letters of credit
|
$
|
77,803
|
|
|
$
|
40,092
|
|
|
$
|
16,739
|
|
|
$
|
11,885
|
|
|
$
|
9,087
|
|
•
|
broader macroeconomic conditions, including weakness and volatility in global markets, that affect our customers;
|
•
|
changes in capital spending by customers, in particular our large communications service provider customers;
|
•
|
changes in networking strategies;
|
•
|
order timing, volume and cancellations;
|
•
|
backlog levels;
|
•
|
the level of competition and pricing pressure in our industry;
|
•
|
the impact of commercial concessions or unfavorable commercial terms required to maintain incumbency or secure new opportunities with key customers;
|
•
|
our level of success in achieving cost reductions and improved efficiencies in our supply chain;
|
•
|
the pace and impact of price erosion that we regularly encounter in our markets;
|
•
|
our incurrence of start-up costs, including lower margin phases of projects required to support initial deployments, gain new customers or enter new markets;
|
•
|
the timing of revenue recognition on sales, particularly relating to large orders;
|
•
|
the mix of revenue by product segment, geography and customer in any particular quarter;
|
•
|
installation service availability and readiness of customer sites;
|
•
|
availability of components and manufacturing capacity;
|
•
|
adverse impact of foreign exchange; and
|
•
|
seasonal effects in our business.
|
•
|
product functionality, speed, capacity, scalability and performance;
|
•
|
price and total cost of ownership of our solutions;
|
•
|
incumbency and strength of existing business relationships;
|
•
|
ability to offer comprehensive networking solutions, consisting of equipment, software and network consulting services;
|
•
|
ability to adapt to customer needs and accommodate different consumption models;
|
•
|
product development plans and the ability to meet customers’ immediate and future network requirements;
|
•
|
flexibility and openness of platforms, including ease of integration, interoperability and integrated software programmability and management;
|
•
|
space and power considerations;
|
•
|
manufacturing and lead-time capability; and
|
•
|
services and support capabilities.
|
•
|
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 operating results and making decisions about budgeting, planning and future investments;
|
•
|
increased overhead and production costs as a percentage of revenue;
|
•
|
tightening of credit markets needed to fund capital expenditures by us or our customers;
|
•
|
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 adverse 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;
|
•
|
tax and customs changes that adversely impact our global sourcing strategy, manufacturing practices, transfer-pricing, or competitiveness of our products for global sales;
|
•
|
social, political and economic instability;
|
•
|
compliance with certain testing, homologation or customization of products to conform to local standards;
|
•
|
higher incidence of corruption or unethical business practices that could expose us to liability or damage our reputation;
|
•
|
significant changes to free trade agreements, trade protection measures, tariffs, 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.
|
•
|
reduced control over delivery schedules and planning;
|
•
|
reliance on the quality assurance procedures of third parties;
|
•
|
potential uncertainty regarding manufacturing yields and costs;
|
•
|
availability of manufacturing capability and capacity, particularly during periods of high demand;
|
•
|
risks and uncertainties associated with the locations or countries where our products are manufactured, including potential manufacturing disruptions caused by social, geopolitical or environmental factors;
|
•
|
changes in U.S. law or policy governing foreign trade, manufacturing, development and investment in the countries where we currently manufacture our products, including the World Trade Organization Information Technology Agreement or other free trade agreements;
|
•
|
limited warranties provided to us; and
|
•
|
potential misappropriation of our intellectual property.
|
•
|
delays in recognizing revenue;
|
•
|
liability for injuries to persons, damage to property or other claims relating to the actions or omissions of our service 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;
|
•
|
debt service and repayment obligations that may adversely impact our results of operations and 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 in which we operate; and
|
•
|
placing us at a possible competitive disadvantage relative to competitors that have better access to capital resources.
|
•
|
failure to achieve the anticipated transaction benefits or the projected financial results and operational synergies;
|
•
|
greater than expected acquisition and integration costs;
|
•
|
disruption due to the integration and rationalization of operations, products, technologies and personnel;
|
•
|
diversion of management attention;
|
•
|
difficulty completing projects of the acquired company and costs related to in-process projects;
|
•
|
difficulty managing customer transitions or entering into new markets;
|
•
|
the loss of key employees;
|
•
|
disruption or termination of business relationships with customers, suppliers, vendors, landlords, licensors and other business partners;
|
•
|
ineffective internal controls over financial reporting;
|
•
|
dependence on unfamiliar suppliers or manufacturers;
|
•
|
assumption of or exposure to unanticipated liabilities, including intellectual property infringement or other legal claims; and
|
•
|
adverse tax or accounting impact.
|
|
|
Ciena Corporation
|
||
Date:
|
September 7, 2017
|
By:
|
/s/ Gary B. Smith
|
|
|
|
|
Gary B. Smith
|
|
|
|
|
President, Chief Executive Officer
and Director
(Duly Authorized Officer)
|
|
|
|
|
||
Date:
|
September 7, 2017
|
By:
|
/s/ James E. Moylan, Jr.
|
|
|
|
|
James E. Moylan, Jr.
|
|
|
|
|
Senior Vice President, Finance and
Chief Financial Officer
(Principal Financial Officer)
|
LOAN PARTIES
:
|
CIENA CORPORATION
|
|
By:
/s/ Elizabeth A. Dolce
Name: Elizabeth A. Dolce
Title: Vice President and Treasurer
|
|
CIENA COMMUNICTAIONS, INC.
|
|
By:
/s/ Elizabeth A. Dolce
Name: Elizabeth A. Dolce
Title: Vice President and Treasurer
|
|
CIENA GOVERNMENT SOLUTIONS, INC.
|
|
By:
/s/ Elizabeth A. Dolce
Name: Elizabeth A. Dolce
Title: Vice President and Treasurer
|
|
BANK OF AMERICA, N.A.,
as Administrative Agent
|
|
By:
/s/ Sanjay Rijhwani
Name: Sanjay Rijhwani
Title: Managing Director
|
|
ALM V, Ltd.
as a Lender
|
|
By: Apollo Credit Management (CLO), LLC, as Collateral Manager
By: Apollo Credit Management (CLO), LLC, as
/s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
|
|
ALM VI, Ltd.
as a Lender
|
|
By: Apollo Credit Management (CLO), LLC, as collateral manager
By: Apollo Credit Management (CLO), LLC, as collateral manager
By:
/s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
|
|
ALM VII, Ltd.
as a Lender
|
|
By: Apollo Credit Management (CLO), LLC, as collateral manager
By: Apollo Credit Management (CLO), LLC, as collateral manager
By:
/s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
|
|
ALM VIII, Ltd.
as a Lender
|
|
By: Apollo Credit Management (CLO), LLC, as collateral manager
By: Apollo Credit Management (CLO), LLC, as collateral manager
By:
/s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
|
|
ALM X, Ltd.
as a Lender
|
|
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By:
/s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
|
|
ALM XI, Ltd.
as a Lender
|
|
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By:
/s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
|
|
ALM XII, Ltd.
as a Lender
|
|
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By:
/s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
|
|
ALM XIV, Ltd.
as a Lender
|
|
By: Apollo Credit Management (CLO), LLC, as its Collateral Manager
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By:
/s/ Joe Moroney
Name: Joe Moroney
Title: Vice President
|
|
ALM XIX, Ltd.
as a Lender
|
|
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By:
/s/ Joseph Moroney
Name: Joseph Moroney
Title: Vice President
|
|
ALM XVI, Ltd.
as a Lender
|
|
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By:
/s/ Joseph Moroney
Name: Joseph Moroney
Title: Vice President
|
|
ALM XVII, Ltd.
as a Lender
|
|
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By:
/s/ Joseph Moroney
Name: Joseph Moroney
Title: Vice President
|
|
ALM XVIII, Ltd.
as a Lender
|
|
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By: Apollo Credit Management (CLO), LLC, as its collateral manager
By:
/s/ Joseph Moroney
Name: Joseph Moroney
Title: Vice President
|
|
AMMC CLO 15, LIMITED
as a Lender
|
|
By: American Money Management Corp., as Collateral Manager
By: American Money Management Corp., as Collateral Manager
By:
/s/ David P. Meyer
Name: David P. Meyer
Title: Senior Vice President
|
|
AMMC CLO 16, LIMITED
as a Lender
|
|
By: American Money Management Corp., as Collateral Manager
By: American Money Management Corp., as Collateral Manager
By:
/s/ David P. Meyer
Name: David P. Meyer
Title: Senior Vice President
|
|
AMMC CLO 20, LIMITED
as a Lender
|
|
By: American Money Management Corp., as Collateral Manager
By: American Money Management Corp., as Collateral Manager
By:
/s/ David Meyer
Name: David Meyer
Title: Senior Vice President
|
|
AMMC CLO XI, LIMITED
as a Lender
|
|
By: American Money Management Corp., as Collateral Manager
By: American Money Management Corp., as Collateral Manager
By:
/s/ David P. Meyer
Name: David P. Meyer
Title: Senior Vice President
|
|
AMMC CLO XIV, LIMITED
as a Lender
|
|
By:
/s/ David P. Meyer
Name: David P. Meyer
Title: Senior Vice President
|
|
APOLLO AF LOAN TRUST 2012
as a Lender
|
|
By: Apollo Credit Management (Senior Loans) II, LLC, as Portfolio Manager
By: Apollo Credit Management (Senior Loans) II, LLC,
as Portfolio Manager
By:
/s/ Joseph Glatt
Name: Joseph Glatt
Title: Vice President
|
|
ATRIUM VIII
as a Lender
|
|
By: Credit Suisse Asset Management, LLC, as portfolio
manager
By: Credit Suisse Asset Management, LLC, as portfolio
manager
By:
/s/ Louis Farano
Name: Louis Farano
Title: Managing Director
|
|
Avery Point II CLO, Limited
as a Lender
|
|
By: Bain Capital Credit, LP, as Portfolio Manager
By: Bain Capital Credit, LP, as Portfolio Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
Avery Point III CLO, Limited
as a Lender
|
|
By: Bain Capital Credit, LP, as Portfolio Manager
By: Bain Capital Credit, LP, as Portfolio Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
Avery Point IV CLO, Limited
as a Lender
|
|
By: Bain Capital Credit, LP, as Portfolio Manager
By: Bain Capital Credit, LP, as Portfolio Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
Avery Point V CLO, Limited
as a Lender
|
|
By: Bain Capital Credit, LP, as Portfolio Manager
By: Bain Capital Credit, LP, as Portfolio Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
Avery Point VI CLO, Limited
as a Lender
|
|
By: Bain Capital Credit, LP, as Portfolio Manager
By: Bain Capital Credit, LP, as Portfolio Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
Avery Point VII CLO, Limited
as a Lender
|
|
By: Bain Capital Credit, LP, as Portfolio Manager
By: Bain Capital Credit, LP, as Portfolio Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
BAIN CAPITAL CREDIT CLO 2016-2, LIMITED
as a Lender
|
|
By: Bain Capital Credit CLO Advisors, LP ,as Portfolio
Manager
By: Bain Capital Credit CLO Advisors, LP ,as Portfolio
Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
Blue Cross of California
as a Lender
|
|
By: Bain Capital Credit, LP, as Investment Manager
By: Bain Capital Credit, LP, as Investment Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
Brighthouse Life Insurance Company,
as a Lender
|
|
By:
/s/ Shane O'Driscoll
Name: Shane O'Driscoll
Title: Director
|
|
BLUE SHIELD OF CALIFORNIA
as a Lender
|
|
By: Credit Suisse Asset Management, LLC, as its
investment manager
By: Credit Suisse Asset Management, LLC, as its
investment manager
By:
/s/ Farano, Louis
Name: Farano, Louis
Title: Managing Director
|
|
Catamaran CLO 2013-1 Ltd.
as a Lender
|
|
By: Trimaran Advisors, L.L.C.
By: Trimaran Advisors, L.L.C.
By:
/s/ Daniel Gilligan
Name: Daniel Gilligan
Title: Authorized Signatory
|
|
Catamaran CLO 2014-1 Ltd.
as a Lender
|
|
By: Trimaran Advisors, L.L.C.
By: Trimaran Advisors, L.L.C.
By:
/s/ Daniel Gilligan
Name: Daniel Gilligan
Title: Authorized Signatory
|
|
Catamaran CLO 2014-2 Ltd.
as a Lender
|
|
By: Trimaran Advisors, L.L.C.
By: Trimaran Advisors, L.L.C.
By:
/s/ Daniel Gilligan
Name: Daniel Gilligan
Title: Authorized Signatory
|
|
Cavalry CLO III, Ltd.
as a Lender
|
|
By: Bain Capital Credit, LP, as Collateral Manager
By: Bain Capital Credit, LP, as Collateral Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
Cavalry CLO IV, Ltd.
as a Lender
|
|
By: Bain Capital Credit, LP, as Collateral Manager
By: Bain Capital Credit, LP, as Collateral Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
Community Insurance Company
as a Lender
|
|
By: Bain Capital Credit, LP, as Investment Manager
By: Bain Capital Credit, LP, as Investment Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
CREDIT SUISSE FLOATING RATE HIGH INCOME
FUND
as a Lender
|
|
By: Credit Suisse Asset Management, LLC, as
investment advisor
By: Credit Suisse Asset Management, LLC, as
investment advisor
By:
/s/ Louis Farano
Name: Louis Farano
Title: Managing Director
|
|
CREDIT SUISSE NOVA (LUX) acting on behalf of Credit Suisse Nova (Lux) Fixed Maturity US Loan Fund 2021
as a Lender
|
|
By: Credit Suisse Asset Management, LLC acting in its
capacity as Investment Manager to Credit Suisse Fund Management S.A., management company for Credit Suisse Nova (Lux)
By: Credit Suisse Asset Management, LLC acting in its
capacity as Investment Manager to Credit Suisse Fund Management S.A., management company for Credit Suisse Nova (Lux)
By:
/s/ Louis Farano
Name: Louis Farano
Title: Managing Director
|
|
CREDIT SUISSE SENIOR LOAN INVESTMENT
UNIT TRUST (for Qualified Institutional Investors Only)
as a Lender
|
|
By: Credit Suisse Asset Management, LLC, as
investment manager
By: Credit Suisse Asset Management, LLC, as
investment manager
By:
/s/ Louis Farano
Name: Louis Farano
Title: Managing Director
|
|
Eaton Vance Bank Loan Fund Series II A Series Trust of
Multi Manager Global Investment Trust
as a Lender
|
|
By: Eaton Vance Management as Investment Advisor
By: Eaton Vance Management as Investment Advisor
By:
/s/ Michael Brotthof
Name: Michael Brotthof
Title: Vice President
|
|
Eaton Vance CLO 2014-1, Ltd.
as a Lender
|
|
By: Eaton Vance Management
Portfolio Manager
By: Eaton Vance Management
Portfolio Manager
By:
/s/ Michael Brotthof
Name: Michael Brotthof
Title: Vice President
|
|
Eaton Vance CLO 2015-1, Ltd.
as a Lender
|
|
By: Eaton Vance Management
Portfolio Manager
By: Eaton Vance Management
Portfolio Manager
By:
/s/ Michael Brotthof
Name: Michael Brotthof
Title: Vice President
|
|
Eaton Vance Institutional Senior Loan Fund
as a Lender
|
|
By: Eaton Vance Management as Investment Advisor
By: Eaton Vance Management as Investment Advisor
By:
/s/ Michael Brotthof
Name: Michael Brotthof
Title: Vice President
|
|
Eaton Vance International (Cayman Islands) Floating-
Rate Income Portfolio
as a Lender
|
|
By: Eaton Vance Management as Investment Advisor
By: Eaton Vance Management as Investment Advisor
By:
/s/ Michael Brotthof
Name: Michael Brotthof
Title: Vice President
|
|
Eaton Vance Limited Duration Income Fund
as a Lender
|
|
By: Eaton Vance Management as Investment Advisor
By: Eaton Vance Management as Investment Advisor
By:
/s/ Michael Brotthof
Name: Michael Brotthof
Title: Vice President
|
|
Eaton Vance Loan Fund Series IV A Series Trust of
Multi Manager Global Investment Trust
as a Lender
|
|
By: Eaton Vance Management as Investment Advisor
By: Eaton Vance Management as Investment Advisor
By:
/s/ Michael Brotthof
Name: Michael Brotthof
Title: Vice President
|
|
Eaton Vance US Loan Fund 2016 a Series Trust of
Global Cayman Investment Trust
as a Lender
|
|
By: Eaton Vance Management as Investment Advisor
By: Eaton Vance Management as Investment Advisor
By:
/s/ Michael Brotthof
Name: Michael Brotthof
Title: Vice President
|
|
Eaton Vance VT Floating-Rate Income Fund
as a Lender
|
|
By: Eaton Vance Management as Investment Advisor
By: Eaton Vance Management as Investment Advisor
By:
/s/ Michael Brotthof
Name: Michael Brotthof
Title: Vice President
|
|
Elevation CLO 2015-4, Ltd.
as a Lender
|
|
By: Arrowpoint Asset Management, LLC
As Collateral Manager
By: Arrowpoint Asset Management, LLC
As Collateral Manager
By:
/s/ Sanjai Bhonsle
Name: Sanjai Bhonsle
Title: Portfolio Manager
|
|
Elevation CLO 2013-1, Ltd.
as a Lender
|
|
By:
/s/ Sanjai Bhonsle
Name: Sanjai Bhonsle
Title: Portfolio Manager
|
|
Elevation CLO 2014-2, Ltd.
as a Lender
|
|
By:
/s/ Sanjai Bhonsle
Name: Sanjai Bhonsle
Title: Portfolio Manager
|
|
Elevation CLO 2014-3, Ltd.
as a Lender
|
|
By: ArrowMark Colorado Holdings LLC
As Collateral Manager
By: ArrowMark Colorado Holdings LLC
As Collateral Manager
By:
/s/ Sanjai Bhonsle
Name: Sanjai Bhonsle
Title: Portfolio Manager
|
|
Elevation CLO 2016-5, Ltd.
as a Lender
|
|
By: Arrowpoint Asset Management, LLC
As Collateral Manager
By: Arrowpoint Asset Management, LLC
As Collateral Manager
By:
/s/ Sanjai Bhonsle
Name: Sanjai Bhonsle
Title: Portfolio Manager
|
|
ERIE INDEMNITY COMPANY
as a Lender
|
|
By: Credit Suisse Asset Management, LLC, as its
investment manager
By: Credit Suisse Asset Management, LLC, as its
investment manager
By:
/s/ Louis Farano
Name: Louis Farano
Title: Managing Director
|
|
ERIE INSURANCE EXCHANGE
as a Lender
|
|
By: Credit Suisse Asset Management, LLC., as its
investment manager for Erie Indemnity Company, as
Attorney-in-Fact for Erie Insurance Exchange
By: Credit Suisse Asset Management, LLC., as its
investment manager for Erie Indemnity Company, as Attorney-in-Fact for Erie Insurance Exchange
By:
/s/ Louis Farano
Name: Louis Farano
Title: Managing Director
|
|
Figueroa CLO 2013-1, Ltd.
as a Lender
|
|
By: TCW Asset Management Company as Investment
Manager
By: TCW Asset Management Company as Investment
Manager
By:
/s/ Nora Olan
Name: Nora Olan
Title: Senior Vice President
By:
/s/ Bibi Khan
Name: Bibi Khan
Title: Managing Director
|
|
FIGUEROA CLO 2013-2, LTD
as a Lender
|
|
By: TCW Asset Management Company as Investment
Manager
By: TCW Asset Management Company as Investment
Manager
B
y:
/s/ Nora Olan
Name: Nora Olan
Title: Senior Vice President
By:
/s/ Bibi Khan
Name: Bibi Khan
Title: Managing Director
|
|
Figueroa CLO 2014-1, Ltd.
as a Lender
|
|
By: TCW Asset Management Company as Investment
Manager
By: TCW Asset Management Company as Investment
Manager
By:
/s/ Nora Olan
Name: Nora Olan
Title: Senior Vice President
By:
/s/ Bibi Khan
Name: Bibi Khan
Title: Managing Director
|
|
Florida Power & Light Company
as a Lender
|
|
By: Eaton Vance Management as Investment Advisor
By: Eaton Vance Management as Investment Advisor
By:
/s/ Michael Brotthof
Name: Michael Brotthof
Title: Vice President
|
|
IVY Apollo Multi Asset Income Fund
as a Lender
|
|
By: Apollo Credit Management, LLC, as its investment
sub-adviser
By: Apollo Credit Management, LLC, as its investment
sub-adviser
By:
/s/ Joseph D. Glatt
Name: Joseph D. Glatt
Title: Vice President
|
|
IVY Apollo Strategic Income Fund
as a Lender
|
|
By: Apollo Credit Management, LLC, as its investment
sub-adviser
By: Apollo Credit Management, LLC, as its investment
sub-adviser
By:
/s/ Joseph D. Glatt
Name: Joseph D. Glatt
Title: Vice President
|
|
Katonah 2007-I CLO Ltd.
as a Lender
|
|
By:
/s/ Daniel Gilligan
Name: Daniel Gilligan
Title: Authorized Signatory
|
|
KP FIXED INCOME FUND
as a Lender
|
|
By: Credit Suisse Asset Management, LLC, as Sub-
Adviser for Callan Associates Inc., the Adviser for The KP Funds, the Trust for KP Fixed Income Fund
By: Credit Suisse Asset Management, LLC, as Sub-
Adviser for Callan Associates Inc., the Adviser for The KP Funds, the Trust for KP Fixed Income Fund
By:
/s/ Louis Farano
Name: Louis Farano
Title: Managing Director
|
|
KVK CLO 2013-2 LTD.
as a Lender
|
|
By:
/s/ David Cifonelli
Name: David Cifonelli
Title: Vice President
|
|
KVK CLO 2014-1 Ltd.
as a Lender
|
|
By:
/s/ David Cifonelli
Name: David Cifonelli
Title: Vice President
|
|
KVK CLO 2014-2 Ltd.
as a Lender
|
|
By:
/s/ David Cifonelli
Name: David Cifonelli
Title: Vice President
|
|
KVK CLO 2014-3 Ltd.
as a Lender
|
|
By:
/s/ David Cifonelli
Name: David Cifonelli
Title: Vice President
|
|
KVK CLO 2015-1 Ltd.
as a Lender
|
|
By:
/s/ David Cifonelli
Name: David Cifonelli
Title: Vice President
|
|
KVK CLO 2016-1 Ltd.
as a Lender
|
|
By:
/s/ David Cifonelli
Name: David Cifonelli
Title: Vice President
|
|
MADISON PARK FUNDING XVII, LTD.
as a Lender
|
|
By: Credit Suisse Asset Management, LLC, as portfolio
manager
By: Credit Suisse Asset Management, LLC, as portfolio
manager
By:
/s/ Louis Farano
Name: Louis Farano
Title: Managing Director
|
|
Madison Park Funding XX, Ltd.
as a Lender
|
|
By: Credit Suisse Asset Management, LLC, as portfolio
manager
By: Credit Suisse Asset Management, LLC, as portfolio
manager
By:
/s/ Louis Farano
Name: Louis Farano
Title: Managing Director
|
|
Metropolitan Life Insurance Company,
as a Lender
|
|
By:
/s/ Shane O'Driscoll
Name: Shane O'Driscoll
Title: Director
|
|
Metropolitan West Floating Rate Income Fund
as a Lender
|
|
By: Metropolitan West Asset Management as Investment Manager
By: Metropolitan West Asset Management as
Investment Manager
By:
/s/ Nora Olan
Name: Nora Olan
Title: Senior Vice President
By:
/s/ Bibi Khan
Name: Bibi Khan
Title: Managing Director
|
|
Mountain View CLO 2014-1 Ltd.
as a Lender
|
|
By: Seix Investment Advisors LLC, as Collateral
Manager
By: Seix Investment Advisors LLC, as Collateral
Manager
By:
/s/ George Goudelias
Name: George Goudelias
Title: Managing Director
|
|
Oaktree CLO 2014-2 Ltd.
as a Lender
|
|
By: Oaktree Capital Management, L.P.
Its: Collateral Manager
By: Oaktree Capital Management, L.P.
Its: Collateral Manager
By:
/s/ Andrew Park
Name: Andrew Park
Title: Vice President
By:
/s/ Armen Panossian
Name: Armen Panossian
Title: Managing Director
|
|
Oaktree CLO 2014-1 Ltd.
as a Lender
|
|
By: Oaktree Capital Management, L.P.
Its: Collateral Manager
By: Oaktree Capital Management, L.P.
Its: Collateral Manager
By:
/s/ Andrew Park
Name: Andrew Park
Title: Vice President
By:
/s/ Armen Panossian
Name: Armen Panossian
Title: Managing Director
|
|
OAKTREE CLO 2015-1 LTD.
as a Lender
|
|
By: Oaktree Capital Management, L.P.
Its: Collateral Manager
By: Oaktree Capital Management, L.P.
Its: Collateral Manager
By:
/s/ Andrew Park
Name: Andrew Park
Title: Vice President
By:
/s/ Armen Panossian
Name: Armen Panossian
Title: Managing Director
|
|
Ocean Trails CLO V
as a Lender
|
|
By: Five Arrows Managers North America LLC
as Asset Manager
By: Five Arrows Managers North America LLC
as Asset Manager
By:
/s/ Ryan White
Name: Ryan White
Title: Vice President
|
|
OZLM FUNDING II, LTD.
as a Lender
|
|
By: Och-Ziff Loan Management LP, its portfolio
manager
By: Och-Ziff Loan Management LLC, its general partner
By: Och-Ziff Loan Management LP, its portfolio
manager
By: Och-Ziff Loan Management LLC, its general partner
By:
/s/ Alesia J. Haas
Name: Alesia J. Haas
Title: CFO
|
|
OZLM FUNDING III, LTD.
as a Lender
|
|
By: Och-Ziff Loan Management LP, its portfolio
manager
By: Och-Ziff Loan Management LLC, its general partner
By: Och-Ziff Loan Management LP, its portfolio
manager
By: Och-Ziff Loan Management LLC, its general partner
By:
/s/ Alesia J. Haas
Name: Alesia J. Haas
Title: CFO
|
|
OZLM FUNDING IV, LTD.
as a Lender
|
|
By: Och-Ziff Loan Management LP, its portfolio
manager
By: Och-Ziff Loan Management LLC, its general partner
By: Och-Ziff Loan Management LP, its portfolio
manager
By: Och-Ziff Loan Management LLC, its general partner
By:
/s/ Alesia J. Haas
Name: Alesia J. Haas
Title: CFO
|
|
OZLM FUNDING V, LTD.
as a Lender
|
|
By: Och-Ziff Loan Management LP, its portfolio
manager
By: Och-Ziff Loan Management LLC, its general partner
By: Och-Ziff Loan Management LP, its portfolio
manager
By: Och-Ziff Loan Management LLC, its general partner
By:
/s/ Alesia J. Haas
Name: Alesia J. Haas
Title: CFO
|
|
OZLM FUNDING, LTD.
as a Lender
|
|
By: Och-Ziff Loan Management LP, its portfolio
manager
By: Och-Ziff Loan Management LLC, its general partner
By: Och-Ziff Loan Management LP, its portfolio
manager
By: Och-Ziff Loan Management LLC, its general partner
By:
/s/ Alesia J. Haas
Name: Alesia J. Haas
Title: CFO
|
|
OZLM IX, LTD.
as a Lender
|
|
By: Och-Ziff Loan Management LP, its collateral
manager
By: Och-Ziff Loan Management LLC, its general partner
By: Och-Ziff Loan Management LP, its collateral
manager
By: Och-Ziff Loan Management LLC, its general partner
By:
/s/ Alesia J. Haas
Name: Alesia J. Haas
Title: CFO
|
|
OZLM VI, LTD.
as a Lender
|
|
By: Och-Ziff Loan Management LP, its asset
manager
By: Och-Ziff Loan Management LLC, its general partner
By: Och-Ziff Loan Management LP, its asset
manager
By: Och-Ziff Loan Management LLC, its general partner
By:
/s/ Alesia J. Haas
Name: Alesia J. Haas
Title: CFO
|
|
OZLM VII, LTD.
as a Lender
|
|
By: Och-Ziff Loan Management LP, its collateral
manager
By: Och-Ziff Loan Management LLC, its general partner
By: Och-Ziff Loan Management LP, its collateral
manager
By: Och-Ziff Loan Management LLC, its general partner
By:
/s/ Alesia J. Haas
Name: Alesia J. Haas
Title: CFO
|
|
OZLM VIII, LTD.
as a Lender
|
|
By: Och-Ziff Loan Management LP, its collateral
manager
By: Och-Ziff Loan Management LLC, its general partner
By: Och-Ziff Loan Management LP, its collateral
manager
By: Och-Ziff Loan Management LLC, its general partner
By:
/s/ Alesia J. Haas
Name: Alesia J. Haas
Title: CFO
|
|
OZLM XI, LTD.
as a Lender
|
|
By: Och-Ziff Loan Management LP, its collateral
manager
By: Och-Ziff Loan Management LLC, its general partner
By: Och-Ziff Loan Management LP, its collateral
manager
By: Och-Ziff Loan Management LLC, its general partner
By:
/s/ Alesia J. Haas
Name: Alesia J. Haas
Title: CFO
|
|
OZLM XII, LTD.
as a Lender
|
|
By: Och-Ziff Loan Management LP, its collateral
manager
By: Och-Ziff Loan Management LLC, its general partner
By: Och-Ziff Loan Management LP, its collateral
manager
By: Och-Ziff Loan Management LLC, its general partner
By:
/s/ Alesia J. Haas
Name: Alesia J. Haas
Title: CFO
|
|
OZLM XIII, LTD.
as a Lender
|
|
By: Och-Ziff Loan Management LP, its collateral
manager
By: Och-Ziff Loan Management LLC, its general partner
By: Och-Ziff Loan Management LP, its collateral
manager
By: Och-Ziff Loan Management LLC, its general partner
By:
/s/ Alesia J. Haas
Name: Alesia J. Haas
Title: CFO
|
|
OZLM XIV, LTD.
as a Lender
|
|
By:
/s/ Alesia J. Haas
Name: Alesia J. Haas
Title: CFO
|
|
PK-SSL Investment Fund Limited Partnership
as a Lender
|
|
By: Credit Suisse Asset Management, LLC, as its
Investment Manager
By: Credit Suisse Asset Management, LLC, as its
Investment Manager
By:
/s/ Louis Farano
Name: Louis Farano
Title: Managing Director
|
|
Race Point IX CLO, Limited
as a Lender
|
|
By: Bain Capital Credit, LP, as Portfolio Manager
By: Bain Capital Credit, LP, as Portfolio Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
Race Point VII CLO, Limited
as a Lender
|
|
By: Bain Capital Credit, LP, as Portfolio Manager
By: Bain Capital Credit, LP, as Portfolio Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
Race Point VIII CLO, Limited
as a Lender
|
|
By: Bain Capital Credit, LP, as Portfolio Manager
By: Bain Capital Credit, LP, as Portfolio Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
Race Point X CLO, Limited
as a Lender
|
|
By: Bain Capital Credit, LP, as Portfolio Manager
By: Bain Capital Credit, LP, as Portfolio Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
RAYMOND JAMES BANK, N.A.,
as a Lender
|
|
By:
/s/ Mike Pelletier
Name: Mike Pelletier
Title: Senior Vice President
|
|
ROSE HILL SENIOR LOAN FUND, a series trust of
Credit Suisse Horizon Trust
as a Lender
|
|
By: Credit Suisse Asset Management, LLC, the
investment manager for Maples Trustee Services (Cayman) Limited, the Trustee for Rose Hill Senior Loan Fund, a series trust of Credit Suisse Horizon Trust
By: Credit Suisse Asset Management, LLC, the
investment manager for Maples Trustee Services (Cayman) Limited, the Trustee for Rose Hill Senior Loan Fund, a series trust of Credit Suisse Horizon Trust
By:
/s/ Louis Farano
Name: Louis Farano
Title: Managing Director
|
|
Senior Debt Portfolio
as a Lender
|
|
By: Boston Management and Research as Investment
Advisor
By: Boston Management and Research as Investment
Advisor
By:
/s/ Michael Brotthof
Name: Michael Brotthof
Title: Vice President
|
|
Sound Harbor Loan Fund 2014-1 Ltd.
as a Lender
|
|
By: Allianz Global Investors U.S. LLC, as Manager
By: Allianz Global Investors U.S. LLC, as Manager
By:
/s/ Thomas E. Bancroft
Name: Thomas E. Bancroft
Title: Portfolio Manager
|
|
Sound Point CLO V, Ltd.
as a Lender
|
|
By: Sound Point Capital Management, LP as Collateral
Manager
By: Sound Point Capital Management, LP as Collateral
Manager
By:
/s/ Andrew Wright
Name: Andrew Wright
Title: Authorized Signatory
|
|
Sound Point CLO VI, Ltd.
as a Lender
|
|
By: Sound Point Capital Management, LP as Collateral
Manager
By: Sound Point Capital Management, LP as Collateral
Manager
By:
/s/ Andrew Wright
Name: Andrew Wright
Title: Authorized Signatory
|
|
Sound Point CLO XI, Ltd.
as a Lender
|
|
By: Sound Point Capital Management, LP as Collateral
Manager
By: Sound Point Capital Management, LP as Collateral
Manager
By:
/s/ Andrew Wright
Name: Andrew Wright
Title: Authorized Signatory
|
|
Suzuka INKA
as a Lender
|
|
By: Bain Capital Credit, LP, as Fund Manager
By: Bain Capital Credit, LP, as Fund Manager
By:
/s/ Andrew Viens
Name: Andrew Viens
Title: Executive Vice President
|
|
TELOS CLO 2013-4, Ltd.
as a Lender
|
|
By: Telos Asset Management, LLC
By: Telos Asset Management, LLC
By:
/s/ Ro Toyoshima
Name: Ro Toyoshima
Title: Managing Director
|
|
TELOS CLO 2013-3, Ltd.
as a Lender
|
|
By: Telos Asset Management, LLC
By: Telos Asset Management, LLC
By:
/s/ Ro Toyoshima
Name: Ro Toyoshima
Title: Managing Director
|
|
TELOS CLO 2014-6, Ltd
as a Lender
|
|
By:
/s/ Ro Toyoshima
Name: Ro Toyoshima
Title: Managing Director
|
|
THE CITY OF NEW YORK GROUP TRUST
as a Lender
|
|
By: Credit Suisse Asset Management, LLC, as its
manager
By: Credit Suisse Asset Management, LLC, as its
manager
By:
/s/ Louis Farano
Name: Louis Farano
Title: Managing Director
|
|
THL Credit Wind River 2014-2 CLO Ltd.
as a Lender
|
|
By: THL Credit Senior Loan Strategies LLC, as
Manager
By: THL Credit Senior Loan Strategies LLC, as
Manager
By:
/s/ James R. Fellows
Name: James R. Fellows
Title: Managing Director/Co-Head
|
|
VENTURE XIII CLO, Limited
as a Lender
|
|
By: its Investment Advisor
MJX Asset Management LLC
By: its Investment Advisor
MJX Asset Management LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XIV CLO, Limited
as a Lender
|
|
By: its Investment Advisor
MJX Asset Management LLC
By: its Investment Advisor
MJX Asset Management LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XIX CLO, Limited
as a Lender
|
|
By: its Investment Advisor
MJX Asset Management LLC
By: its Investment Advisor
MJX Asset Management LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XV CLO, Limited
as a Lender
|
|
By: its Investment Advisor
MJX Asset Management LLC
By: its Investment Advisor
MJX Asset Management LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XVI CLO, Limited
as a Lender
|
|
By: its Investment Advisor
MJX Asset Management LLC
By: its Investment Advisor
MJX Asset Management LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XVII CLO Limited
as a Lender
|
|
By: its investment advisor, MJX Asset Management,
LLC
By: its investment advisor, MJX Asset Management,
LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XVIII CLO, Limited
as a Lender
|
|
By: its investment Advisor
MJX Asset Management LLC
By: its investment Advisor
MJX Asset Management LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XX CLO, Limited
as a Lender
|
|
By: its investment Advisor
MJX Asset Management LLC
By: its investment Advisor
MJX Asset Management LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XXI CLO, Limited
as a Lender
|
|
By: its investment Advisor
MJX Asset Management LLC
By: its investment Advisor
MJX Asset Management LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XXII CLO, Limited
as a Lender
|
|
By: its investment Advisor
MJX Asset Management LLC
By: its investment Advisor
MJX Asset Management LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XXIII CLO, Limited
as a Lender
|
|
By: its investment Advisor MJX Asset Management LLC
By: its investment Advisor MJX Asset Management LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XXIV CLO, Limited
as a Lender
|
|
By: its investment Advisor
MJX Asset Management LLC
By: its investment Advisor
MJX Asset Management LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XXV CLO Limited
as a Lender
|
|
By: its Investment Advisor, MJX Asset Management
LLC
By: its Investment Advisor, MJX Asset Management
LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XXVI CLO, Limited
as a Lender
|
|
By: its investment Advisor
MJX Asset Management LLC
By: its investment Advisor
MJX Asset Management LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
VENTURE XXVII CLO, Limited
as a Lender
|
|
By: its investment Advisor
MJX Asset Management LLC
By: its investment Advisor
MJX Asset Management LLC
By:
/s/ Michael Regan
Name: Michael Regan
Title: Managing Director
|
|
Vibrant CLO II, Ltd.
as a Lender
|
|
By: DFG Investment Advisers, Inc., as Portfolio
Manager
By: DFG Investment Advisers, Inc., as Portfolio
Manager
By:
/s/ Roberta Goss
Name: Roberta Goss
Title: Managing Director
|
|
West CLO 2014-1 Ltd.
as a Lender
|
|
By:
/s/ Joanna Willars
Name: Joanna Willars
Title: Vice President, Authorized Signatory
|
|
West CLO 2014-2 Ltd.
as a Lender
|
|
By:
/s/ Joanna Willars
Name: Joanna Willars
Title: Vice President, Analyst
|
|
WHISTLER FUNDING, LLC
as a Lender
|
|
By:
/s/ Madonna Sequeira
Name: Madonna Sequeira
Title: Authorized Signatory
|
|
/s/ Gary B. Smith
|
|
Gary B. Smith
|
|
President and Chief Executive Officer
|
|
/s/ James E. Moylan, Jr.
|
|
James E. Moylan, Jr.
|
|
Senior Vice President and Chief Financial Officer
|
/s/ Gary B. Smith
|
Gary B. Smith
|
President and Chief Executive Officer
|
September 7, 2017
|
/s/ James E. Moylan, Jr.
|
James E. Moylan, Jr.
|
Senior Vice President and Chief Financial Officer
|
September 7, 2017
|