Ciena Reports Fiscal Fourth Quarter 2022 and Year-End Financial Results

HANOVER, Md.--(BUSINESS WIRE)--Ciena^® Corporation (NYSE:CIEN), a networking systems, services and software company, today announced unaudited financial results for its fiscal fourth quarter ended October 29, 2022.

• Q4 Revenue: $971.0 million

• Q4 Net Income per Share: $0.39 GAAP; $0.61 adjusted (non-GAAP)

• Share Repurchases: Repurchased approximately 154,200 shares of common stock for an aggregate price of $8.0 million during the quarter.

"Our strong fiscal fourth quarter financial results were better than expected as we benefited from some favorable supply chain developments in the second half of the quarter," said Gary Smith, president and CEO of Ciena. "Looking ahead, we expect to deliver outsized revenue growth in fiscal 2023 given our significant backlog and continued signs of gradual supply improvement. And, we remain confident that the durability of secular demand drivers and our strategic investments to expand our addressable market position us to deliver strong revenue growth over the next several years."

For fiscal fourth quarter 2022, Ciena reported revenue of $971.0 million as compared to $1.04 billion for the fiscal fourth quarter 2021. For fiscal year 2022, Ciena reported revenue of $3.63 billion, as compared to $3.62 billion for fiscal year 2021.

Ciena's GAAP net income for the fiscal fourth quarter 2022 was $57.6 million, or $0.39 per diluted common share, which compares to a GAAP net income of $103.5 million, or $0.66 per diluted common share, for the fiscal fourth quarter 2021. For fiscal year 2022, Ciena's GAAP net income was $152.9 million, or $1.00 per diluted common share, as compared to GAAP net income of $500.2 million, or $3.19 per diluted common share, for fiscal year 2021.

Ciena's adjusted (non-GAAP) net income for the fiscal fourth quarter 2022 was $90.9 million, or $0.61 per diluted common share, which compares to an adjusted (non-GAAP) net income of $132.7 million, or $0.85 per diluted common share, for the fiscal fourth quarter 2021. For fiscal year 2022, Ciena's adjusted (non-GAAP) net income was $288.9 million, or $1.90 per diluted common share, as compared to adjusted (non-GAAP) net income of $456.5 million, or $2.91 per diluted common share, for fiscal year 2021.

Performance Summary for Fiscal Fourth Quarter and the Year Ended October 29, 2022

The tables below (in millions, except percentage data) provide comparisons of certain quarterly results to the prior year. Appendices A and B set forth reconciliations between the GAAP and adjusted (non-GAAP) measures contained in this release.

	GAAP Results (unaudited)
	Quarter Ended						Period		Year Ended						Period
	October 29,			October 30,			Change		October 29,			October 30,			Change
		2022			2021		Y-T-Y*			2022			2021		Y-T-Y*
Revenue	$	971.0		$	1,041.5		(6.8	) %	$	3,632.7		$	3,620.7		0.3	%
Gross margin		44.7	%		45.8	%	(1.1	) %		43.0	%		47.6	%	(4.6	) %
Operating expense	$	356.3		$	339.7		4.9	%	$	1,337.5		$	1,226.6		9.0	%
Operating margin		8.0	%		13.2	%	(5.2	) %		6.1	%		13.7	%	(7.6	) %

	Non-GAAP Results (unaudited)
	Quarter Ended						Period		Year Ended						Period
	October 29,			October 30,			Change		October 29,			October 30,			Change
		2022			2021		Y-T-Y*			2022			2021		Y-T-Y*
Revenue	$	971.0		$	1,041.5		(6.8	) %	$	3,632.7		$	3,620.7		0.3	%
Adj. gross margin		45.2	%		46.3	%	(1.1	) %		43.6	%		47.9	%	(4.3	) %
Adj. operating expense	$	312.8		$	307.1		1.9	%	$	1,177.0		$	1,129.3		4.2	%
Adj. operating margin		13.0	%		16.8	%	(3.8	) %		11.2	%		16.8	%	(5.6	) %
Adj. EBITDA	$	153.5		$	199.2		(22.9	) %	$	502.4		$	702.8		(28.5	) %

* Denotes % change, or in the case of margin, absolute change

	Revenue by Segment (unaudited)
	Quarter Ended
	October 29, 2022			October 30, 2021
	Revenue		%**	Revenue		%**
Networking Platforms
Converged Packet Optical	$	649.9	66.9	$	754.6	72.5
Routing and Switching		102.8	10.6		74.2	7.1
Total Networking Platforms		752.7	77.5		828.8	79.6
Platform Software and Services		71.6	7.4		66.1	6.3
Blue Planet Automation Software and Services		21.2	2.2		19.8	1.9
Global Services
Maintenance Support and Training		73.1	7.5		71.3	6.9
Installation and Deployment		36.9	3.8		47.2	4.5
Consulting and Network Design		15.5	1.6		8.3	0.8
Total Global Services		125.5	12.9		126.8	12.2
Total	$	971.0	100.0	$	1,041.5	100.0

	Revenue by Segment (unaudited)
	Year Ended
	October 29, 2022			October 30, 2021
	Revenue		%**	Revenue		%**
Networking Platforms
Converged Packet Optical	$	2,380.0	65.5	$	2,553.5	70.5
Routing and Switching		398.4	11.0		271.8	7.5
Total Networking Platforms		2,778.4	76.5		2,825.3	78.0
Platform Software and Services		277.2	7.6		229.6	6.4
Blue Planet Automation Software and Services		76.6	2.1		77.2	2.1
Global Services
Maintenance Support and Training		292.4	8.1		283.4	7.8
Installation and Deployment		157.4	4.3		171.5	4.7
Consulting and Network Design		50.7	1.4		33.7	1.0
Total Global Services		500.5	13.8		488.6	13.5
Total	$	3,632.7	100.0	$	3,620.7	100.0

** Denotes % of total revenue

Additional Performance Metrics for Fiscal Fourth Quarter and Year Ended October 29, 2022

	Revenue by Geographic Region (unaudited)
	Quarter Ended
	October 29, 2022			October 30, 2021
	Revenue		% **	Revenue		% **
Americas	$	723.5	74.5	$	748.7	71.9
Europe, Middle East and Africa		135.1	13.9		170.8	16.4
Asia Pacific		112.4	11.6		122.0	11.7
Total	$	971.0	100.0	$	1,041.5	100.0

	Revenue by Geographic Region (unaudited)
	Year Ended
	October 29, 2022			October 30, 2021
	Revenue		% **	Revenue		% **
Americas	$	2,636.9	72.6	$	2,525.6	69.8
Europe, Middle East and Africa		555.2	15.3		670.5	18.5
Asia Pacific		440.6	12.1		424.6	11.7
Total	$	3,632.7	100.0	$	3,620.7	100.0

** Denotes % of total revenue

• Two customers each represented 10%-plus of revenue for the fiscal fourth quarter and fiscal year 2022, combining for a total of 25.6% of revenue for the fiscal fourth quarter and 23.0% of revenue for the fiscal year 2022
• Cash and investments at the end of fiscal year 2022 totaled $1.2 billion
• Cash flow used in operations totaled $14.5 million and $167.8 million for the fiscal fourth quarter and the fiscal year 2022, respectively
• Average days' sales outstanding (DSOs) were 100 and 107 for the fiscal fourth quarter and the fiscal year 2022, respectively
• Accounts receivable, net balance was $920.8 million
• Unbilled contract asset, net balance was $156.0 million
• Inventories totaled $946.7 million, including:
  • Raw materials: $664.9 million
  • Work in process: $18.2 million
  • Finished goods: $258.6 million
  • Deferred cost of sales: $41.1 million
  • Reserve for excess and obsolescence: $(36.1) million
• Product inventory turns were 1.9 and 1.8 for the fiscal fourth quarter and the fiscal year 2022, respectively
• Headcount totaled 8,079 at the end of fiscal year 2022

Supplemental Materials and Live Web Broadcast of Unaudited Fiscal Fourth Quarter 2022 Results

Today, Thursday, December 08, 2022, in conjunction with this announcement, Ciena has posted to the Quarterly Results page of the Investor Relations section of its website certain related supporting materials for its unaudited fiscal fourth quarter and fiscal year 2022 results.

Ciena's management will also host a discussion today with investors and financial analysts that will include the Company's outlook. The live audio web broadcast beginning at 8:30 a.m. Eastern will be accessible via www.ciena.com. An archived replay of the live broadcast will be available shortly following its conclusion on the Investor Relations page of Ciena's website.

Notes to Investors

Forward-Looking Statements. You are encouraged to review the Investors section of our website, where we routinely post press releases, Securities and Exchange Commission ("SEC") filings, recent news, financial results, supplemental financial information, and other announcements. From time to time we exclusively post material information to this website along with other disclosure channels that we use. This press release contains certain forward-looking statements that involve risks and uncertainties. These statements are based on current expectations, forecasts, assumptions and other information available to the Company as of the date hereof. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Forward-looking statements in this release include: "Our strong fiscal fourth quarter financial results were better than expected as we benefited from some favorable supply chain developments in the second half of the quarter," said Gary Smith, president and CEO of Ciena. "Looking ahead, we expect to deliver outsized revenue growth in fiscal 2023 given our significant backlog and continued signs of gradual supply improvement. And, we remain confident that the durability of secular demand drivers and our strategic investments to expand our addressable market position us to deliver strong revenue growth over the next several years."

Ciena's actual results, performance or events may differ materially from these forward-looking statements made or implied due to a number of risks and uncertainties relating to Ciena's business, including: the effect of broader economic and market conditions on our customers and their business; our ability to execute our business and growth strategies; the impact of supply chain constraints or disruptions; the duration and severity of the COVID-19 pandemic and the impact of countermeasures taken to mitigate its spread on macroeconomic conditions, economic activity, demand for our technology solutions, short- and long-term changes in customer or end user needs, continuity of supply chain, our business operations, liquidity and financial results; changes in network spending or network strategy by our customers; seasonality and the timing and size of customer orders, including our ability to recognize revenue relating to such sales; the level of competitive pressure we encounter; the product, customer and geographic mix of sales within the period; changes in foreign currency exchange rates; factors beyond our control such as natural disasters, climate change, acts of war or terrorism, geopolitical events, including but not limited to the ongoing conflict between Ukraine and Russia, and public health emergencies; changes in tax or trade regulations, including the imposition of tariffs, duties or efforts to withdraw from or materially modify international trade agreements; and the other risk factors disclosed in Ciena’s periodic reports filed with the Securities and Exchange Commission (SEC) including its Quarterly Report on Form 10-Q filed with the SEC on September 7, 2022 and its Annual report on Form 10-K to be filed with the SEC. Ciena assumes no obligation to update any forward-looking information included in this press release.

Non-GAAP Presentation of Quarterly and Annual Results. This release includes non-GAAP measures of Ciena's gross profit, operating expense, income from operations, earnings before interest, tax, depreciation and amortization (EBITDA), Adjusted EBITDA, and measures of net income and net income per share. In evaluating the operating performance of Ciena's business, management excludes certain charges and credits that are required by GAAP. These items share one or more of the following characteristics: they are unusual and Ciena does not expect them to recur in the ordinary course of its business; they do not involve the expenditure of cash; they are unrelated to the ongoing operation of the business in the ordinary course; or their magnitude and timing is largely outside of Ciena's control. Management believes that the non-GAAP measures below provide management and investors useful information and meaningful insight to the operating performance of the business. The presentation of these non-GAAP financial measures should be considered in addition to Ciena's GAAP results and these measures are not intended to be a substitute for the financial information prepared and presented in accordance with GAAP. Ciena's non-GAAP measures and the related adjustments may differ from non-GAAP measures used by other companies and should only be used to evaluate Ciena's results of operations in conjunction with our corresponding GAAP results. To the extent not previously disclosed in a prior Ciena financial results press release, Appendices A and B to this press release set forth a complete GAAP to non-GAAP reconciliation of the non-GAAP measures contained in this release.

About Ciena. Ciena (NYSE: CIEN) is a networking systems, services and software company. We provide solutions that help our customers create the Adaptive Network™ in response to the constantly changing demands of their users. By delivering best-in-class networking technology through high-touch consultative relationships, we build the world’s most agile networks with automation, openness and scale. For updates on Ciena, follow us on Twitter @Ciena, LinkedIn, the Ciena Insights blog, or visit www.ciena.com.

CIENA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
	Quarter Ended						Year Ended
	October 29,			October 30,			October 29,			October 30,
		2022			2021			2022			2021
Revenue:
Products	$	779,609		$	860,925		$	2,888,848		$	2,932,602
Services		191,401			180,561			743,813			688,082
Total revenue		971,010			1,041,486			3,632,661			3,620,684
Cost of goods sold:
Products		440,253			470,334			1,699,631			1,545,269
Services		97,160			94,033			372,686			353,436
Total cost of goods sold		537,413			564,367			2,072,317			1,898,705
Gross profit		433,597			477,119			1,560,344			1,721,979
Operating expenses:
Research and development		166,898			147,454			624,656			536,666
Selling and marketing		121,865			129,625			466,565			452,214
General and administrative		48,191			49,383			179,382			181,874
Significant asset impairments and restructuring costs		13,621			5,700			33,824			29,565
Amortization of intangible assets		5,754			5,836			32,511			23,732
Acquisition and integration costs		—			1,712			598			2,572
Total operating expenses		356,329			339,710			1,337,536			1,226,623
Income from operations		77,268			137,409			222,808			495,356
Interest and other income (loss), net		1,887			(168	)		6,747			(1,768	)
Interest expense		(13,775	)		(7,916	)		(47,050	)		(30,837	)
Income before income taxes		65,380			129,325			182,505			462,751
Provision (benefit) for income taxes		7,735			25,826			29,603			(37,445	)
Net income	$	57,645		$	103,499		$	152,902		$	500,196
Net Income per Common Share
Basic net income per common share	$	0.39		$	0.67		$	1.01		$	3.22
Diluted net income per potential common share	$	0.39		$	0.66		$	1.00		$	3.19
Weighted average basic common shares outstanding		148,548			155,232			151,208			155,279
Weighted average dilutive potential common shares outstanding^1		149,111			156,689			152,193			156,743

^1 Weighted average dilutive potential common shares outstanding used in calculating GAAP diluted net income per potential common share includes the following number of shares underlying certain stock option and stock unit awards: (i) 0.6 million and 1.0 million for the fourth quarter of fiscal 2022 and fiscal 2022, respectively; and (ii) 1.5 million shares for each of the fourth quarter of fiscal 2021 and fiscal 2021.

CIENA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
	October 29, 2022			October 30, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	994,352		$	1,422,546
Short-term investments		153,989			181,483
Accounts receivable, net		920,772			884,958
Inventories		946,730			374,265
Prepaid expenses and other		370,053			325,654
Total current assets		3,385,896			3,188,906
Long-term investments		35,385			70,038
Equipment, building, furniture and fixtures, net		267,779			284,968
Operating lease right-of-use assets		45,108			44,285
Goodwill		328,322			311,645
Other intangible assets, net		69,517			65,314
Deferred tax asset, net		824,008			800,180
Other long-term assets		113,617			99,891
Total assets	$	5,069,632		$	4,865,227
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	516,047		$	356,176
Accrued liabilities and other short-term obligations		360,782			409,285
Deferred revenue		137,899			118,007
Operating lease liabilities		18,925			18,632
Current portion of long-term debt		6,930			6,930
Total current liabilities		1,040,583			909,030
Long-term deferred revenue		62,336			57,457
Other long-term obligations		150,335			166,803
Long-term operating lease liabilities		42,392			41,564
Long-term debt, net		1,061,125			670,355
Total liabilities	$	2,356,771		$	1,845,209
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; 148,412,943 and 154,858,981 shares issued and outstanding		1,484			1,549
Additional paid-in capital		6,390,252			6,803,162
Accumulated other comprehensive income (loss)		(46,645	)		439
Accumulated deficit		(3,632,230	)		(3,785,132	)
Total stockholders’ equity		2,712,861			3,020,018
Total liabilities and stockholders’ equity	$	5,069,632		$	4,865,227

CIENA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (unaudited)
	Year Ended
	October 29,			October 30,
		2022			2021
Cash flows provided by (used in) operating activities:
Net income	$	152,902		$	500,196
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements		95,922			96,233
Share-based compensation expense		105,131			84,336
Amortization of intangible assets		44,281			36,033
Deferred taxes		(27,502	)		(156,469	)
Provision for inventory excess and obsolescence		16,184			17,850
Provision for warranty		17,440			17,093
Other		—			14,525
Changes in assets and liabilities:
Accounts receivable		(47,069	)		(174,377	)
Inventories		(589,113	)		(47,567	)
Prepaid expenses and other		(58,996	)		(19,691	)
Operating lease right-of-use assets		16,453			16,632
Accounts payable, accruals and other obligations		100,327			162,134
Deferred revenue		26,380			16,822
Short and long-term operating lease liabilities		(20,096	)		(22,104	)
Net cash provided by (used in) operating activities		(167,756	)		541,646
Cash flows used in investing activities:
Payments for equipment, furniture, fixtures and intellectual property		(90,818	)		(79,550	)
Purchase of available for sale securities		(643,971	)		(172,778	)
Proceeds from maturities of available for sale securities		698,642			152,253
Settlement of foreign currency forward contracts, net		4,942			4,680
Acquisition of business, net of cash acquired		(62,043	)		—
Purchase of cost method equity investments		(8,000	)		—
Proceeds from sale of cost method equity investments		—			4,678
Net cash used in investing activities		(101,248	)		(90,717	)
Cash flows used in financing activities:
Proceeds from issuance of senior notes		400,000			—
Payment of long term debt		(5,197	)		(6,929	)
Payment of debt issuance costs		(5,484	)		—
Payment of finance lease obligations		(3,468	)		(3,004	)
Shares repurchased for tax withholdings on vesting of stock unit awards		(48,454	)		(44,071	)
Repurchases of common stock - repurchase program		(500,800	)		(91,288	)
Proceeds from issuance of common stock		30,348			28,457
Net cash used in financing activities		(133,055	)		(116,835	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(26,167	)		(198	)
Net increase (decrease) in cash, cash equivalents and restricted cash		(428,226	)		333,896
Cash, cash equivalents and restricted cash at beginning of period		1,422,604			1,088,708
Cash, cash equivalents and restricted cash at end of period	$	994,378		$	1,422,604
Supplemental disclosure of cash flow information
Cash paid during the period for interest	$	42,812		$	29,864
Cash paid during the period for income taxes, net	$	34,967		$	73,127
Operating lease payments	$	21,661		$	24,058
Non-cash investing and financing activities
Purchase of equipment in accounts payable	$	12,373		$	10,138
Repurchase of common stock in accrued liabilities from repurchase program	$	—		$	800
Operating right-of-use assets subject to lease liability	$	23,242		$	4,356
Unrealized gain on equity investment	$	4,120		$	—

APPENDIX A - Reconciliation of Adjusted (Non- GAAP) Measurements
(in thousands, except per share data) (unaudited)
	Quarter Ended						Year Ended
	October 29,			October 30,			October 29,			October 30,
		2022			2021			2022			2021
Gross Profit Reconciliation (GAAP/non-GAAP)
GAAP gross profit	$	433,597		$	477,119		$	1,560,344		$	1,721,979
Share-based compensation-products		907			920			3,867			3,408
Share-based compensation-services		2,066			1,240			7,533			5,181
Canadian Emergency Wage Subsidy-products		—			—			—			(4,283	)
Canadian Emergency Wage Subsidy-services		—			—			—			(2,667	)
Amortization of intangible assets		2,005			2,856			11,770			12,301
Total adjustments related to gross profit		4,978			5,016			23,170			13,940
Adjusted (non-GAAP) gross profit	$	438,575		$	482,135		$	1,583,514		$	1,735,919
Adjusted (non-GAAP) gross profit percentage		45.2	%		46.3	%		43.6	%		47.9	%
Operating Expense Reconciliation (GAAP/non-GAAP)
GAAP operating expense	$	356,329		$	339,710		$	1,337,536		$	1,226,623
Share-based compensation-research and development		8,507			5,684			31,879			21,863
Share-based compensation-sales and marketing		8,084			6,192			31,280			25,152
Share-based compensation-general and administrative		7,610			7,466			30,435			28,804
Canadian Emergency Wage Subsidy-research and development		—			—			—			(29,519	)
Canadian Emergency Wage Subsidy-sales and marketing		—			—			—			(2,604	)
Canadian Emergency Wage Subsidy-general and administrative		—			—			—			(2,207	)
Significant asset impairments and restructuring costs		13,621			5,700			33,824			29,565
Amortization of intangible assets		5,754			5,836			32,511			23,732
Acquisition and integration costs		—			1,712			598			2,572
Total adjustments related to operating expense		43,576			32,590			160,527			97,358
Adjusted (non-GAAP) operating expense	$	312,753		$	307,120		$	1,177,009		$	1,129,265
Income from Operations Reconciliation (GAAP/non-GAAP)
GAAP income from operations	$	77,268		$	137,409		$	222,808		$	495,356
Total adjustments related to gross profit		4,978			5,016			23,170			13,940
Total adjustments related to operating expense		43,576			32,590			160,527			97,358
Total adjustments related to income from operations		48,554			37,606			183,697			111,298
Adjusted (non-GAAP) income from operations	$	125,822		$	175,015		$	406,505		$	606,654
Adjusted (non-GAAP) operating margin percentage		13.0	%		16.8	%		11.2	%		16.8	%
Net Income Reconciliation (GAAP/non-GAAP)
GAAP net income	$	57,645		$	103,499		$	152,902		$	500,196
Exclude GAAP provision (benefit) for income taxes		7,735			25,826			29,603			(37,445	)
Income before income taxes		65,380			129,325			182,505			462,751
Total adjustments related to income from operations		48,554			37,606			183,697			111,298
Unrealized (gain) loss on cost method equity investment		—			—			(4,120	)		165
Adjusted income before income taxes		113,934			166,931			362,082			574,214
Non-GAAP tax provision on adjusted income before income taxes		23,015			34,221			73,141			117,714
Adjusted (non-GAAP) net income	$	90,919		$	132,710		$	288,941		$	456,500
Weighted average basic common shares outstanding		148,548			155,232			151,208			155,279
Weighted average dilutive potential common shares outstanding ^1		149,111			156,689			152,193			156,743
Net Income per Common Share
GAAP diluted net income per potential common share	$	0.39		$	0.66		$	1.00		$	3.19
Adjusted (non-GAAP) diluted net income per potential common share	$	0.61		$	0.85		$	1.90		$	2.91

^1Weighted average dilutive potential common shares outstanding used in calculating Adjusted (non-GAAP) diluted net income per potential common share includes the following number of shares underlying certain stock option and stock unit awards: (i) 0.6 million and 1.0 million for the fourth quarter of fiscal 2022 and fiscal 2022, respectively; and (ii) 1.5 million each for the fourth quarter of fiscal 2021 and fiscal 2021.

APPENDIX B - Calculation of EBITDA and Adjusted EBITDA (unaudited)
(in thousands) (unaudited)
	Quarter Ended					Year Ended
	October 29,		October 30,			October 29,		October 30,
		2022		2021			2022		2021
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)
Net income (GAAP)	$	57,645	$	103,499		$	152,902	$	500,196
Add: Interest expense		13,775		7,916			47,050		30,837
Less: Interest and other income (loss), net		1,887		(168	)		6,747		(1,768	)
Add: Provision (benefit) for income taxes		7,735		25,826			29,603		(37,445	)
Add: Depreciation of equipment, building, furniture and fixtures, and amortization of leasehold improvements		27,642		24,315			95,922		96,233
Add: Amortization of intangible assets		7,759		8,692			44,281		36,033
EBITDA	$	112,669	$	170,416		$	363,011	$	627,622
Less: Canadian Emergency Wage Subsidy		—		—			—		41,280
Add: Share-based compensation cost		27,174		21,366			104,994		84,336
Add: Significant asset impairments and restructuring costs		13,621		5,700			33,824		29,565
Add: Acquisition and integration costs		—		1,712			598		2,572
Adjusted EBITDA	$	153,464	$	199,194		$	502,427	$	702,815

* * *

The adjusted (non-GAAP) measures above and their reconciliation to Ciena's GAAP results for the periods presented reflect adjustments relating to the following items:

• Share-based compensation - a non-cash expense incurred in accordance with share-based compensation accounting guidance.

• Canadian Emergency Wage Subsidy - a program introduced by the Government of Canada to offset a portion of employee wages for a limited period in response to COVID-19 outbreak.

• Significant asset impairments and restructuring costs - costs incurred as a result of restructuring activities taken to align resources with perceived market opportunities, the redesign of business processes and, in fiscal 2022, a $3.8 million impairment charge due to Ciena's decision to suspend its business operations in Russia in response to the conflict in Ukraine.

• Amortization of intangible assets - a non-cash expense arising from the acquisition of intangible assets, principally developed technologies and customer-related intangibles, that Ciena is required to amortize over its expected useful life.

• Acquisition and integration costs - includes financial, legal and accounting advisor expenses related to our acquisition activity in fiscal 2022. Acquisition and integration costs for fiscal 2021 include costs of acquisition compensation associated with a three-year earn-out arrangement related to the DonRiver acquisition in fiscal 2018.

• Unrealized (gain)loss on cost method equity investment - reflects a change in the carrying value of a certain cost method equity investment.

• Non-GAAP tax provision - consists of current and deferred income tax expense commensurate with the level of adjusted income before income taxes and utilizes a current, blended U.S. and foreign statutory annual tax rate of 20.2% for fiscal quarter 2022 and 20.5% for fiscal quarter 2021. This rate may be subject to change in the future, including as a result of changes in tax policy or tax strategy.