Exhibit 99.1 Zhone Technologies Reports Third Quarter 2005 Financial Results Demonstrating Continued Revenue and Market Growth OAKLAND, Calif.--(BUSINESS WIRE)--Oct. 27, 2005--Zhone Technologies, Inc. (Nasdaq:ZHNE), the first company dedicated to building total-delivery solutions for voice, data and video worldwide, today reported its results for the third quarter ended September 30, 2005. Revenue for the third quarter of 2005 was $40.6 million, compared with $27.0 million for the third quarter of 2004. Net loss for the third quarter of 2005, calculated in accordance with Generally Accepted Accounting Principles ("GAAP"), was $11.3 million (including acquisition-related charges and purchased in-process research and development of $4.3 million) compared with a net loss of $11.0 million (including purchased in-process research and development of $2.4 million) for the third quarter of 2004. Pro forma earnings before interest, taxes, depreciation and amortization (EBITDA) was $27,000 for the third quarter of 2005, compared to a pro forma EBITDA loss of $4.1 million for the third quarter of 2004. These third quarter 2005 financial results include one month of revenue contribution from Paradyne, since the Paradyne acquisition was completed on September 1, 2005. A reconciliation between net loss calculated on a GAAP basis and pro forma EBITDA on a non-GAAP basis is provided in a table immediately following the Unaudited Condensed Consolidated Statements of Operations. During the third quarter of 2005, Zhone won significant new business for its SLMS products and Optical Transport products, including 19 new customer accounts, as well as previous legacy customers that have commenced the deployment of Zhone's SLMS and Optical Transport products. In addition to strong U.S. sales, business from new first-time customers continued to be realized in all of Zhone's international sales regions. DSL port shipments for the combined product set increased to over 250,000 during the quarter, keeping Zhone as the #1 market share leader for the Broadband Loop Carrier market according to industry analyst firm Broadband Trends. BLCs are the fastest growing segment of the DSLAM market and are defined as access platforms that support voice, data and video services with IP uplinks. "This was an exceptional quarter for Zhone with excellent growth in our flagship SLMS product line where revenues more than doubled from the same quarter of last year," said Mory Ejabat, Chairman and Chief Executive Officer of Zhone. "The integration of Paradyne is proceeding as planned and we continue to expect significant cost synergies and new market opportunities from the acquisition." Zhone will hold a conference call today, October 27, 2005, at approximately 5:00 p.m. Eastern Time to review its third quarter results. The call is open to the public by dialing 800-510-9661 for U.S. callers and 617-614-3452 for international callers and entering the passcode 29345805. Zhone has also scheduled this event to be broadcast live via webcast. To access this webcast please go to the Investor Relations section of the Zhone website at www.zhone.com/about/investors/. A replay of the webcast will be available on the website for at least 30 days. Additional investor information can be accessed at www.zhone.com or by calling Zhone's Investor Relations Department at 510-777-7013. Non-GAAP Financial Measures To supplement Zhone's consolidated financial statements presented in accordance with GAAP, we use pro forma EBITDA, an additional non-GAAP measure we believe is appropriate to enhance an overall understanding of our past financial performance and also our prospects for the future. These adjustments to GAAP results are made with the intent of providing greater transparency to supplemental information used by management in its financial and operational decision-making. These non-GAAP results are among the primary indicators that management uses as a basis for making operating decisions because they provide meaningful supplemental information regarding the company's operational performance, including the company's ability to provide cash flows to invest in research and development, and fund acquisitions and capital expenditures. In addition, these non-GAAP financial measures facilitate management's internal comparisons to the company's historical operating results and comparisons to competitors' operating results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. Forward-looking statements This press release contains "forward-looking statements" that are entitled to the protection of the safe harbors contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Specifically, the amount and timing of synergies and opportunities that may be achieved in connection with the acquisition and integration of Paradyne, statements regarding our future financial performance and the anticipated growth and trends in our business or key markets, including growth in the BLC market, are all forward-looking statements. Readers are cautioned that actual results could differ materially from those expressed in or contemplated by the forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, the possibility that the intended benefits of the Paradyne acquisition may not be fully realized, the acceptance of new telecommunications services based on DSL technology, our ability to generate sufficient revenue to achieve or sustain profitability, the economic slowdown in the telecommunications industry that has restricted the ability of our customers to purchase our products, the pace of spending in the telecommunications industry, commercial acceptance of our SLMS products, intense competition in the communications equipment market from large equipment companies as well as private companies that address the same networks needs as our products, and higher than anticipated expenses that we may incur. In addition, please refer to the risk factors contained in Zhone's SEC filings available at www.sec.gov, including without limitation, Zhone's annual report on Form 10-K for the year ended December 31, 2004 and Zhone's quarterly reports on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. Zhone undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. About Zhone Technologies, Inc. (Zhone) Zhone (Nasdaq:ZHNE) designs and manufactures network equipment for network operators worldwide. Zhone's products allow network operators to deliver a rich array of voice, data, video, and entertainment services over their existing networks while simultaneously retooling for converged packet based voice (VoIP) and video (IPTV) over copper or fiber access lines. Zhone's advanced networking solutions include the Single Line Multi-Service architecture (SLMS(TM)), Multi-Access Line Concentrator (MALC(TM)), Raptor(TM) and GranDSLAM(TM) ATM/IP DSLAMs, ReachDSL(TM) Technology, FiberSLAM(TM) Optical Line Terminal, Zhone Residential Gateways (ZRG(TM)), GigaMux(TM) Optical Transport Systems and Zhone Management System (ZMS(TM)). With over one million subscriber interfaces shipped and deployments at over 300 carriers including among some of the world's largest networks, Zhone has enabled network operators to reinvent their businesses. For more information, please visit www.zhone.com. Zhone, the Zhone logo, and all Zhone product names are trademarks of Zhone Technologies, Inc. Other brand and product names are trademarks of their respective holders. Specifications, products, and/or product names are all subject to change without notice. Copyright (C) 2005 Zhone Technologies, Inc. All rights reserved. ZHONE TECHNOLOGIES, INC. Unaudited Condensed Consolidated Statements of Operations (In thousands, except per share data) Three Months Ended Nine Months Ended ------------------- ------------------- September September September September 30, 2005 30, 2004 30, 2005 30, 2004 --------- --------- --------- --------- Net revenue $40,615 $27,006 $98,623 $69,066 Cost of revenue 23,824 15,603 57,012 39,332 Stock-based compensation 22 33 74 181 --------- --------- --------- --------- Gross Profit 16,769 11,370 41,537 29,553 --------- --------- --------- --------- Operating expenses: Research and product development 7,361 5,705 18,817 17,306 Sales and marketing 7,387 6,825 20,235 16,670 General and administrative 5,450 3,429 8,324 8,849 Purchased in-process research and development 1,190 2,446 1,190 8,631 Stock-based compensation 2,723 338 2,978 1,265 Amortization and impairment of intangible assets 3,214 2,862 7,728 7,270 --------- --------- --------- --------- Total operating expenses 27,325 21,605 59,272 59,991 --------- --------- --------- --------- Operating loss (10,556) (10,235) (17,735) (30,438) Other expense, net (618) (798) (1,872) (1,222) --------- --------- --------- --------- Loss before income taxes (11,174) (11,033) (19,607) (31,660) Income tax provision (benefit) 80 (26) 133 143 --------- --------- --------- --------- Net loss ($11,254) ($11,007) (19,740) ($31,803) ========= ========= ========= ========= Basic and diluted net loss per share ($0.10) ($0.12) ($0.20) ($0.38) Weighted average shares outstanding used to compute basic and diluted net loss per share 112,099 93,767 100,198 82,998 Reconciliation between GAAP net loss and non-GAAP pro forma EBITDA as follows: GAAP net loss ($11,254) ($11,007) ($19,740) ($31,803) Acquisition-related charges 3,101 - 3,101 - Purchased in-process research and development 1,190 2,446 1,190 8,631 Stock-based compensation 2,745 371 3,052 1,446 Interest expense, net 508 862 1,696 1,908 Income taxes 80 (26) 133 143 Depreciation 443 394 1,248 924 Amortization and impairment of intangible assets 3,214 2,862 7,728 7,270 --------- --------- --------- --------- Non-GAAP pro forma EBITDA $27 ($4,098) ($1,592) ($11,481) ========= ========= ========= ========= Revenue by product line: SLMS $18,145 $5,612 $37,090 $19,552 Legacy and Service 17,261 17,183 44,440 45,303 Optical Transport 5,209 4,211 17,093 4,211 --------- --------- --------- --------- $40,615 $27,006 $98,623 $69,066 ========= ========= ========= ========= ZHONE TECHNOLOGIES, INC. AND SUBSIDIARIES Unaudited Condensed Consolidated Balance Sheets (In thousands) September December 30, 2005 31, 2004 ---------- ---------- Assets Current assets: Cash, cash equivalents and short-term investments $80,903 $65,216 Accounts receivable 31,608 19,243 Inventories 50,619 37,352 Prepaid expenses and other current assets 16,107 3,949 ---------- ---------- Total current assets 179,237 125,760 ---------- ---------- Property and equipment, net 23,887 22,967 Goodwill 238,156 157,232 Other acquisition-related intangible assets 66,218 17,847 Restricted cash 547 758 Other assets 260 663 ---------- ---------- Total assets $508,305 $325,227 ========== ========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $19,938 $14,155 Line of credit 14,500 14,500 Current portion of long-term debt 32,596 1,378 Accrued and other liabilities 32,711 23,938 ---------- ---------- Total current liabilities 99,745 53,971 Long-term debt, less current portion 8,867 39,935 Other long-term liabilities 1,532 1,537 ---------- ---------- Total liabilities 110,144 95,443 ---------- ---------- Stockholders' equity: Common stock 147 94 Additional paid-in capital 1,050,997 862,261 Other stockholders' equity (1,840) (1,168) Accumulated deficit (651,143) (631,403) ---------- ---------- Total stockholders' equity 398,161 229,784 ---------- ---------- Total liabilities and stockholders' equity $508,305 $325,227 ========== ========== CONTACT: Zhone Technologies, Inc. Jessica Mullens, 510-777-7020 (Media) Mobile: 510-520-4470 jmullens@zhone.com Investor Relations: 510-777-7013 Fax: 510-777-7001 investor-relations@zhone.com