ONI Systems Reports First Quarter Financial Results; Adds Three New Customers.Business Editors/High-Tech Writers SAN JOSE San Jose, city, United States San Jose (sănəzā`, săn hōzā`), city (1990 pop. 782,248), seat of Santa Clara co., W central Calif.; founded 1777, inc. 1850. , Calif.--(BUSINESS WIRE)--April 29, 2002 ONI ONI abbr. Office of Naval Intelligence Noun 1. ONI - the military intelligence agency that provides for the intelligence and counterintelligence and investigative and security requirements of the United States Navy Systems Corp. (Nasdaq:ONIS), a leading provider of optical telecommunications Communicating information, including data, text, pictures, voice and video over long distance. See communications. systems for the metropolitan and regional markets, today reported for the quarter ended March 31, 2002, net revenues of $21.0 million and a pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma net loss of $(35.9) million, or $(0.26) per diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. share, excluding non-cash charges Non-Cash Charge A charge off, made by a company against earnings, that does not require an initial outlay of cash. Notes: Non-cash charges are typically against the depreciation, amortization, and depletion accounts on a company's balance sheet. related to the amortization of deferred stock compensation and intangibles Property that is a "right" such as a patent, Copyright, or trademark, or one that is lacking physical existence, such as good will. . This compares with net revenues of $45.1 million and a pro forma net loss of $(9.3) million, or $(0.07) per diluted share, in the first quarter of the prior year. Pro forma net loss in the first quarter of the prior year excludes non-cash charges related to the amortization of deferred stock compensation and goodwill and intangibles, and a one-time one-time adj. 1. or one·time a. Occurring or undertaken only once: a one-time winner in 1995. b. charge for in-process research and development associated with the acquisition of certain technology and other assets other assets Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately. from Finisar Corporation. On a GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). basis, ONI reported a net loss of $(42.2) million, or $(0.30) per diluted share, for the first quarter, compared with a net loss of $(31.1) million, or $(0.24) per diluted share, for the same period in the prior year. "ONI has been impacted by the continued and deepened industry wide downturn Downturn The transition point between a rising, expanding economy to a falling, contracting one. downturn A decline in security prices or economic activity following a period of rising or stable prices or activity. in capital expenditures by telecommunications carriers," stated Hugh Hugh (pronunced hyuu) is a male given name. It is Germanic and means "Bright in Mind and Spirit" or "Thoughtful". It is related to the name Hugin( one of Odin's ravens, who represented Thought.) The following medieval rulers were named Hugh. Martin, chairman, president and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of ONI Systems. "We believe that our products remain superior to other next generation optical systems and that they are ideally positioned for the market that will inevitably recover from its current difficulties." Martin continued, "As announced previously, we plan to merge See mail merge and concatenate. our business with CIENA Corporation Ciena Corporation NASDAQ: CIEN develops and markets communications network platforms and software, and offers professional services. The Company's broadband access, data and optical networking platforms, software tools, and global network services support worldwide telecom . We believe that combining these two companies, who are both leaders in the next generation market, creates a new entity, that by virtue of its strong balance sheet, diversified diversified (di·verˑ·s customer base, experienced leadership team and all next generation product line, will be a true winner." The company's cash, cash equivalents and marketable securities Marketable Securities Very liquid securities that can be converted into cash quickly at a reasonable price. Notes: Marketable securities are very liquid as they tend to have maturities less than one year, and the rate at which these securities can be bought or sold has balance at March 31, 2002 was $667 million. Business Outlook ONI stated that recent reductions in capital expenditures and continued financial instability instability /in·sta·bil·i·ty/ (-stah-bil´i-te) lack of steadiness or stability. detrusor instability of many companies in the sector have made it difficult to predict future revenues. Therefore, it is not prepared to provide guidance on its future financial results. Pro Forma Results ONI provides pro forma results solely as supplemental financial information to help investors make meaningful comparisons of ONI's operating results from one period to another. We believe that these pro forma results are helpful because they exclude non-cash charges that are not reflective Refers to light hitting an opaque surface such as a printed page or mirror and bouncing back. See reflective media and reflective LCD. of ONI Systems operating results for the period presented. This pro forma information is not prepared in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting ("GAAP") and should not be considered a substitute for historical information presented in accordance with GAAP. The pro forma results exclude amortization of deferred stock compensation of approximately $4.8 million and amortization of intangibles of approximately $1.5 million for the quarter ending March 31, 2002. Other Highlights in the Quarter -- ONI added three new customers in the quarter. Two of its three new customers have deployed the ONLINE2500, an access edge product that enables cost effective optical delivery of multiple services to carriers' enterprise customers. -- ONI continues to introduce new products that enhance its existing systems. In the first quarter, it made generally available the Gateway Platform, an important product for efficient aggregation of services into the long haul network. -- ONI also began shipping the OC-192 FEC interface card, a product that extends the distance data can be transmitted and provides performance monitoring which offers carriers a reliable means to provide value-added, quality services to its customers. -- ONI continues to enhance its ability to deploy products with Regional Bell Operating Companies (RBOCs) through completion of additional phases of the OSMINE process. It completed the first phase of work required for OSMINE certification of the ONLINE2500 and has now completed the second phase of OSMINE certification for the ONLINE7000, the ONLINE9000 and the ONLINE11000 products. -- In addition, ONI's technical advancements in the transport and monitoring of data for storage applications have been well received by its customers. It announced in the quarter that three of its customers have expanded or adopted ONI's storage network solutions for servicing their enterprise customers. -- ONI also announced in the quarter another major milestone related to storage -- the ONLINE7000 and the ONLINE9000 are now qualified by EMC Corporation as E-lab tested. This is one of the industry's most comprehensive testing program and provides the "gold seal" approval for the use of products in storage applications. -- Also during the quarter, ONI announced that Nortel Networks has agreed to dismiss all claims related to four of the five patents at issue in its lawsuit. ONI will continue to vigorously defend its position on the remaining claim in this suit. Web Cast of First Quarter Outlook Conference Call A Web cast of our First Quarter Outlook Conference Call will be held today, April 29, 2002, at 1:30 p.m. Pacific/4:30 p.m. Eastern time. Interested parties can access a live Internet Internet Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the Web Cast of the call through ONI Systems' Web site at www.oni.com. Please access the Web site at least 15 minutes prior to the start of the call to download To receive a file transmitted over a network. In any communications session, "download" means receive, and "upload" means send. The download/upload often implies a big/little scenario, in which data is being downloaded from the "big" server into the "little" user's computer. and install any necessary audio software. An archived audio of the call will be available for approximately one week after the call through ONI Systems' Web site at www.oni.com. About ONI Systems ONI Systems (Nasdaq:ONIS) develops, markets and sells optical networking Communications between computers, telephones and other electronic devices using light. An optical network is far more reliable and has far greater potential transmission capacity than networking in the electrical domain. See optical fiber. equipment specifically designed to address bandwidth bandwidth Measurement of the capacity of a communications signal. For digital signals, the bandwidth is the data speed or rate, measured in bits per second (bps). For analog signals, it is the difference between the highest and lowest frequency components, measured in hertz and service limitations of regional and metropolitan networks. Our products allow communication service providers to rapidly build high-capacity metro networks Metro Networks is a broadcasting outsourcing company based in Houston, Texas. It is a subsidiary of Westwood One, which is managed by CBS Radio. The company operates a number of local and regional news and traffic facilities that provide regular reports to affiliates, together with that are flexible, scalable and able to support multiple services on a single platform. ONI's headquarters is located at 5965 Silver Creek Silver Creek can refer to: Places
Note to Editors: ONI Systems, ONI, the ONI logo, ONLINE, OPTX, OLMP OLMP Optical Link Management Protocol (Optical Networks) OLMP Office of Labor Management Partnership and ONWAVE are trademarks or registered trademarks of ONI Systems Corp. All other trademarks are the property of their respective owners. This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. created by this section. These forward looking statements include, but are not limited to, statements by Hugh Martin, statements regarding expected financial performance, future business opportunities, spending by telecommunications carriers, research and development efforts, product innovations and statements regarding the proposed merger with CIENA. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to, our limited operating history which makes forecasting our future revenue and operating results difficult, unfavorable economic and market conditions which could cause our existing and potential customers to delay or forgo purchases of our products, our ability to develop and to achieve market acceptance of new products, our dependence on a small number of customers and our ability to add additional customers. In addition, there are risks and uncertainties associated with the proposed merger with CIENA, including the risk that the merger will not be completed, the expected benefits from the merger will not be achieved and the uncertainty created the merger will negatively affect our customers' purchasing decisions. These and other risks and uncertainties are described in ONI Systems' filings with the Securities and Exchange Commission, including ONI Systems' annual report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December December: see month. 31, 2001 and other documents on file with the SEC. All forward-looking statements are based on information we have available today and we assume no obligation to update such statements. ONI, its directors, executive officers and certain other members of management and employees may be soliciting proxies from ONI stockholders. CIENA, its directors, executive officers and certain other members of management and employees may be soliciting proxies from CIENA stockholders. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. - PROSPECTUS RELATING TO relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc THE FOREGOING TRANSACTION THAT CIENA FILED WITH THE SEC BECAUSE IT CONTAINS IMPORTANT INFORMATION. THE PROXY STATEMENT - PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC BY CIENA AND ONI MAY BE OBTAINED WHEN THEY BECOME AVAILABLE FOR FREE AT THE SEC'S WEB SITE, WWW.SEC.GOV. THE PROXY See proxy server. (networking) proxy - A process that accepts requests for some service and passes them on to the real server. A proxy may run on dedicated hardware or may be purely software. STATEMENT-PROSPECTUS AND THESE OTHER DOCUMENTS MAY ALSO BE OBTAINED FOR FREE FROM CIENA OR ONI. REQUESTS TO CIENA MAY BE DIRECTED TO CIENA, 1201 WINTERSON RD., LINTHICUM, MD, 21090-2205, ATTENTION: INVESTOR RELATIONS Investor relations The process by which the corporation communicates with its investors. . REQUESTS TO ONI MAY BE DIRECTED TO 5965 SILVER CREEK VALLEY ROAD, SAN JOSE, CA 95138, ATTENTION: INVESTOR RELATIONS.
ONI SYSTEMS CORP.
PROFORMA CONSOLIDATED STATEMENTS OF OPERATIONS(1)
(In thousands, except per share data)
(unaudited)
Three months ended
March 31,
2002 2001
Revenue $ 20,958 $ 45,102
Cost of goods sold 15,582 27,756
--------- ---------
Gross profit 5,376 17,346
Operating expenses
Research and development 18,666 18,052
Sales and marketing 13,595 9,868
General and administrative 9,698 6,258
--------- ---------
Total operating expense 41,959 34,178
--------- ---------
Operating loss (36,583) (16,832)
Other income (expense), net 704 7,579
--------- ---------
Loss before income taxes (35,879) (9,253)
Income taxes 35 1
--------- ---------
Net loss (35,914) (9,254)
Pro forma basic and diluted
net loss per share ($0.26) ($0.07)
========= =========
Weighted-average shares
outstanding used in computing
basic and diluted
net loss per share 138,855 129,173
========= =========
(1) These Proforma Consolidated Statements of Operations exclude the
impact of amortization of deferred stock compensation of $4,766
and $12,272 for the three months ended March 31, 2002 and 2001,
amortization of goodwill and intangibles of $1,472 and $1,325 for
the three months ended March 31, 2002 and 2001, and in-process
research and development of $8,240 for the three months ended
March 31, 2001.
ONI SYSTEMS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
Three months ended
March 31,
2002 2001
Revenue $ 20,958 $ 45,102
Cost of goods sold: $ 15,582 $ 27,756
--------- ---------
Gross profit 5,376 17,346
Operating expenses
Research and development 18,666 18,052
Sales and marketing 13,595 9,868
General and administrative 9,698 6,258
Amortization of deferred stock
compensation(1) 4,766 12,272
Amortization of goodwill and
intangibles 1,472 1,325
In-process research and development -- 8,240
--------- ---------
Total operating expense 48,197 56,015
--------- ---------
Operating loss (42,821) (38,669)
Other income (expense), net 704 7,579
--------- ---------
Loss before income taxes (42,117) (31,090)
Income taxes 35 1
--------- ---------
Net loss (42,152) (31,091)
========= =========
Basic and diluted net
loss per share ($0.30) ($0.24)
========= =========
Weighted-average shares
outstanding used in computing
basic and diluted
net loss per share 138,855 129,173
========= =========
(1) Amortization of deferred
stock compensation
Cost of goods sold 545 5,779
Research and development 1,957 1,433
Sales and marketing 1,656 3,275
General and administrative 608 1,785
--------- ---------
$ 4,766 $ 12,272
--------- ---------
ONI SYSTEMS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(unaudited)
March 31, 2002 December 31, 2001
Assets
Cash, cash equivalents &
marketable securities $666,813 $678,801
Accounts receivable 24,041 43,945
Inventory 50,137 53,836
Property and equipment 91,622 97,286
Prepaid expenses and other assets 44,215 42,487
--------- ---------
Total assets $876,828 $916,355
========= =========
Liabilities and Stockholders' Equity
Accounts payable and
accrued liabilities $ 50,710 $ 53,029
Deferred revenue 4,616 5,281
Capital lease obligations 166 265
Convertible subordinated notes 300,000 300,000
--------- ---------
Total liabilities 355,492 358,575
--------- ---------
Stockholders' equity 944,264 938,556
Accumulated deficit (422,928) (380,776)
--------- ---------
Total stockholders' equity 521,336 557,780
--------- ---------
Total liabilities and
stockholders' equity $876,828 $916,355
========= =========
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