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EX-99.2 - EXHIBIT 99.2 - OCLARO, INC. | c24527exv99w2.htm |
8-K - FORM 8-K - OCLARO, INC. | c24527e8vk.htm |
Exhibit 99.1
Oclaro Announces First Quarter Fiscal Year 2012 Financial Results
SAN JOSE, Calif., November 9, 2011 Oclaro, Inc. (NASDAQ: OCLR), a tier-one provider of
innovative optical communications and laser solutions, today announced the financial results for
its first quarter of fiscal year 2012, which ended October 1, 2011.
In the first quarter of fiscal 2012, Oclaros gross margin and adjusted EBITDA were at the higher
end of our guidance ranges, despite continued soft market conditions which led to an expected
sequential decline in revenues, said Alain Couder, chairman and CEO of Oclaro. Our results
demonstrate that the companys cost reduction initiatives are gaining traction. We are accelerating
our new product momentum and intensifying our focus on our core competencies. In light of the
recent Thai floods, our top priority is to restart production in Thailand in order to minimize
customer impact. Many of our resources are being redeployed to support the recovery efforts in
Thailand. I would like to thank the team at Fabrinet and our employees for their extraordinary
efforts to recover operations as quickly as possible.
Oclaro is also enhancing the flexibility of its business model to better serve its customers,
improve its balance sheet and reduce fixed costs. As part of this effort, the company has signed a
new supply agreement with Fabrinet with a term through calendar year 2013. In addition, the
Company is in final negotiations to outsource its Shenzhen assembly and test operations to a major
contract manufacturer. The company expects the transaction could generate $30 to $40 million in net
cash proceeds to the company when the transaction closes, which the company expects to occur in the
first quarter of the calendar year 2012, with additional potential consideration to be received in
the future. Oclaro is also finalizing a supply agreement with this contract manufacturer with the
goal of reducing product costs over time.
Outsourcing our Shenzhen final assembly and test manufacturing to a major contract manufacturer
will allow us to focus on our differentiating core competencies, strengthen our financial position,
and even better serve our customers, said Couder. Many of our customers have a long relationship
with our potential contract manufacturing partner, and as a result we would expect the transition
to be seamless.
Highlights for First Quarter Fiscal 2012:
| Revenues were $105.8 million for the first quarter of fiscal 2012, compared to revenues of $109.2 million in the fourth quarter of fiscal 2011. | ||
| GAAP gross margin was 23% for the first quarter of fiscal 2012, compared to a GAAP gross margin of 23% in the fourth quarter of fiscal 2011. |
| Non-GAAP gross margin was 23% for the first quarter of fiscal 2012, compared to a non-GAAP gross margin of 23% in the fourth quarter of fiscal 2011. |
| GAAP operating loss was $10.2 million for the first quarter of fiscal 2012, compared to a GAAP operating loss of $33.6 million in the fourth quarter of fiscal 2011, which included $20 million of impairment charges following the companys annual review of goodwill. |
| Non-GAAP operating loss was $9.6 million, or 9% of revenues, for the first quarter of fiscal 2012, compared to a non-GAAP operating loss of $9.4 million, or 9% of revenues, in the fourth quarter of fiscal 2011. |
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Oclaro Announces First Quarter Fiscal Year 2012 Financial Results
| Adjusted EBITDA was negative $4.5 million for the first quarter of fiscal 2012, compared to negative $4.7 million in the fourth quarter of fiscal 2011. | ||
| GAAP net loss for the first quarter of fiscal 2012 was $10.2 million, compared to a GAAP net loss of $36.7 million in the fourth quarter of fiscal 2011, which in 2011 included $20 million of impairment charges following the companys annual review of goodwill. |
| Non-GAAP net loss for the first quarter of fiscal 2012 was $11.0 million, compared to a non-GAAP net loss of $10.0 million in the fourth quarter of fiscal 2011. |
| Cash, cash equivalents and restricted cash were $51.7 million as of October 1, 2011. |
| On July 26, 2011 the company secured an increase in its line of credit from $25 million to $45 million and extended its term through August 1, 2014. As of October 1, 2011, the amount drawn under the line was $19.5 million. |
Second Quarter Fiscal 2012 Outlook
Prior to the Thailand flooding, revenues for the second quarter of the 2012 fiscal year were
expected to modestly increase. Oclaros revenue guidance for the second quarter of fiscal 2012
below reflects the expected $25 million to $30 million in lost revenue as a result of the flooding
in Thailand.
The results of Oclaro, Inc. for the second quarter of fiscal 2012, which ends December 31, 2011,
are expected to be:
| Revenues in the range of $75 million to $85 million. |
| Non-GAAP gross margin in the range of 13% to 17%. |
| Adjusted EBITDA in the range of negative $18 million to negative $13 million. |
The foregoing guidance is based on current expectations, including the impact to our operations and
financial conditions attributable to the flooding in Thailand. These statements are forward
looking, and actual results may differ materially. Please see the Safe Harbor Statement in this
earnings release for a description of certain important risk factors that could cause actual
results to differ, and refer to Oclaro, Inc.s most recent annual and quarterly reports on file
with the Securities and Exchange Commission (SEC) for a more complete description of these risks.
Furthermore, our outlook excludes items that may be required by GAAP, including, but not limited
to, restructuring and related costs, acquisition or disposal related costs, expenses or income from
certain legal actions, settlements and related costs outside our normal course of business,
impairments of other long-lived assets, depreciation and amortization, extraordinary items, as well
as the expensing of stock options and restricted stock grants. We do not intend to update this
guidance as a result of developments occurring after the date of this release.
Conference Call
Oclaro will hold a conference call to discuss financial results for the first quarter of fiscal
2012 today at 2:00 p.m. PT/5:00 p.m. ET. To listen to the live conference call, please dial (480)
629-9665. A replay of the conference call will be available through November 16, 2011. To access
the replay, dial (858) 384-5517. The passcode for the replay is 4486381. A webcast of this call and
a supplemental presentation will be available in the investor section of Oclaros website at
www.oclaro.com.
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Oclaro Announces First Quarter Fiscal Year 2012 Financial Results
About Oclaro
Oclaro, Inc. (NASDAQ: OCLR) is a tier-one provider of optical communications and laser components,
modules and subsystems for a broad range of diverse markets, including telecommunications,
industrial, scientific, consumer electronics, and medical. Oclaro is a global leader, dedicated to
photonics innovation with cutting-edge research and development (R&D) and chip fabrication
facilities in the U.K., Switzerland and Italy, and in-house and contract manufacturing sites in the
U.S., Thailand and China. To support its diverse and global customer base, Oclaro maintains design,
sales and service organizations in each of the major regions around the world. For more information
visit www.oclaro.com.
Copyright 2011. All rights reserved. Oclaro, the Oclaro logo, and certain other Oclaro trademarks
and logos are trademarks and/or registered trademarks of Oclaro, Inc. or its subsidiaries in the
U.S. and other countries. Information in this release is subject to change without notice.
Safe Harbor Statement
This press release, including the statements made by management, contain statements about
managements future expectations, plans or prospects of Oclaro, Inc. and its business, and together
with the assumptions underlying these statements, constitute forward-looking statements for the
purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995.
These forward-looking statements include statements concerning (i) financial targets and
expectations, and progress toward our targeted business model, including financial guidance for the
fiscal quarter ending December 31, 2011 regarding revenue, non-GAAP gross margin and Adjusted
EBITDA, (ii) the potential sale of our Shenzhen assembly and test operations to a major contract
manufacturer in Shenzhen and the expected proceeds to us from such transaction, and the entrance
into a supply agreement in connection with such transaction, (iii) the impact to our operations and
financial condition attributable to the flooding in Thailand, (iv) the impact of acquisitions on
the combined entitys financial performance, including our transformation into a tier-one supplier,
(v) sources for improvement of gross margin and operating expenses, including supply chain
synergies, optimizing mix of product offerings, transition to higher margin product offerings,
benefits of combined R&D and sales organizations and single public company costs, including
statements regarding the expectation of further synergies, (vi) opportunities to grow in adjacent
markets, (vii) our organizational restructuring with the formation of two new business units
focused on photonic components and networks solutions and (viii) our position with respect to our
product roadmap. Such statements can be identified by the fact that they do not relate strictly to
historical or current facts and may contain words such as anticipate, estimate, expect,
project, intend, plan, believe, will, should, outlook, could, target, and other
words and terms of similar meaning in connection the any discussion of future operations or
financial performance. There are a number of important factors that could cause actual results or
events to differ materially from those indicated by such forward-looking statements, including (i)
the impact to our operations and financial condition attributable to the flooding in Thailand, (ii)
our inability to reach final terms, enter into a definitive agreement or consummate the sale of our
Shenzhen assembly and testing operations to a major contract manufacturer (and no guarantee can be
provided that such transaction will occur, the supply agreement will result in the benefits that we
expect or the transaction will result in us receiving $30 to $40 million of cash during the first
quarter of calendar year 2012 with additional potential future amounts to be received later, (iii)
the impact of continued uncertainty in world financial markets and any resulting reduction in
demand for our products, (v) our ability to maintain our gross margin, (iv) the effects of
fluctuating product mix on our results, (vi) our ability to timely develop and commercialize new
products, (vii) our ability to respond to evolving technologies and customer requirements, (viii)
our
dependence on a limited number of customers for a significant percentage of our revenues, (ix) our
ability to effectively compete with companies that have greater name recognition, broader customer
- 3 -
Oclaro Announces First Quarter Fiscal Year 2012 Financial Results
relationships and substantially greater financial, technical and marketing resources than we do,
(x) the future performance of Oclaro, Inc. following the closing of acquisitions, (xi) the
potential inability to realize the expected benefits and synergies of acquisitions, (xii) increased
costs related to downsizing and compliance with regulatory compliance in connection with such
downsizing, competition and pricing pressure, (xiii)the potential lack of availability of credit or
opportunity for equity based financing, (xiv) the risks associated with our international
operations, (xv)the outcome of tax audits or similar proceedings, (xvi) the outcome of pending
litigation against the company, and (xvii) other factors described in Oclaros most recent annual
report on Form 10-K, most recent quarterly reports on Form 10-Q and other documents we periodically
file with the SEC. The forward-looking statements included in this announcement represent Oclaros
view as of the date of this announcement. Oclaro anticipates that subsequent events and
developments may cause Oclaros views and expectations to change. Oclaro specifically disclaims
any intention or obligation to update any forward-looking statements as a result of developments
occurring after the date of this announcement.
Non-GAAP Financial Measures
Oclaro provides certain supplemental non-GAAP financial measures to its investors as a complement
to the most comparable GAAP measures. The GAAP measure most directly comparable to non-GAAP gross
margin rate is gross margin rate. The GAAP measure most directly comparable to non-GAAP operating
income/loss is operating income/loss. The GAAP measure most directly comparable to non-GAAP net
income/loss and Adjusted EBITDA is net income/loss. An explanation and reconciliation of each of
these non-GAAP financial measures to GAAP information is set forth below.
Oclaro believes that providing these non-GAAP measures to its investors, in addition to
corresponding income statement measures, provides investors the benefit of viewing Oclaros
performance using the same financial metrics that the management team uses in making many key
decisions and evaluating how Oclaros core operating performance and its results of operations
may look in the future. Oclaro defines core operating performance as its on-going performance in
the ordinary course of its operations. Items that are non-recurring or do not involve cash
expenditures, such as impairment charges, income taxes, restructuring and severance programs, costs
relating to specific major projects, and non-cash compensation related to stock and options, and
certain expenses related to Thailand flood, including impairment of fixed assets and inventory, are
not included in Oclaros view of core operating performance. Management does not believe these
items are reflective of Oclaros ongoing core operations and accordingly excludes those items from
non-GAAP gross margin rate, non-GAAP operating income/loss, non-GAAP net income/loss and Adjusted
EBITDA. Additionally, each non-GAAP measure has historically been presented by Oclaro as a
complement to its most comparable GAAP measure, and Oclaro believes that the continuation of this
practice increases the consistency and comparability of Oclaros earnings releases.
Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted
accounting principles in the United States of America. Non-GAAP measures should not be considered
in isolation from or as a substitute for financial information presented in accordance with
generally accepted accounting principles, and may be different from non-GAAP measures used by other
companies.
Non-GAAP Gross Margin Rate
Non-GAAP gross margin rate is calculated as gross margin rate as determined in accordance with GAAP
(gross profit as a percentage of revenues) excluding non-cash compensation related to stock and
options and excluding any flood related impairment of fixed assets and inventory. Oclaro evaluates
its performance using non-GAAP gross margin rate to assess Oclaros historical and
prospective operating financial performance, as well as its operating performance relative to its
competitors.
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Oclaro Announces First Quarter Fiscal Year 2012 Financial Results
Non-GAAP Operating Income/Loss
Non-GAAP operating income/loss is calculated as operating income/loss as determined in accordance
with GAAP excluding the impact of amortization of intangible assets, restructuring, acquisition and
related costs, non-cash compensation related to stock and options granted to employees and
directors, and certain other one-time charges and credits, and excluding any flood related
impairment of fixed assets and inventory, specifically identified in the non-GAAP reconciliation
schedules set forth below. Oclaro evaluates its performance using, among other things, non-GAAP
operating income/loss in evaluating Oclaros historical and prospective operating financial
performance, as well as its operating performance relative to its competitors.
Non-GAAP Net Income/Loss
Non-GAAP net income/loss is calculated as net income/loss excluding the impact of restructuring,
acquisition and related costs, non-cash compensation related to stock and options granted to
employees and directors, net foreign currency translation gains/losses, the impact of amortization
of intangible assets and certain other one-time charges and credits specifically identified in the
non-GAAP reconciliation schedules set forth below. Oclaro uses non-GAAP net income/loss in
evaluating Oclaros historical and prospective operating financial performance, as well as its
operating performance relative to its competitors.
Adjusted EBITDA
Adjusted EBITDA is calculated as net income/loss excluding the impact of income taxes, net interest
income/expense, depreciation and amortization, net foreign currency translation gains/losses, as
well as restructuring, acquisition and related costs, non-cash compensation related to stock and
options and certain other one-time charges and credits, including flood related impairment of fixed
assets or inventory, specifically identified in the non-GAAP reconciliation schedules set forth
below. Oclaro uses Adjusted EBITDA in evaluating Oclaros historical and prospective cash usage, as
well as its cash usage relative to its competitors. Specifically, management uses this non-GAAP
measure to further understand and analyze the cash used in/generated from Oclaros core operations.
Oclaro believes that by excluding these non-cash and non-recurring charges, more accurate
expectations of its future cash needs can be assessed in addition to providing a better
understanding of the actual cash used in or generated from core operations for the periods
presented. Oclaro further believes that providing this information allows Oclaros investors
greater transparency and a better understanding of Oclaros core cash position.
Oclaro, Inc. Contact
|
Investor Contact | |
Jerry Turin
|
Jim Fanucchi | |
Chief Financial Officer
|
Summit IR Group Inc. | |
(408) 383-1400
|
(408) 404-5400 | |
ir@oclaro.com
|
ir@oclaro.com |
- 5 -
Oclaro Announces First Quarter Fiscal Year 2012 Financial Results
OCLARO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
Three Months Ended | ||||||||||||
October 1, | July 2, | October 2, | ||||||||||
2011 | 2011 | 2010 | ||||||||||
Revenues |
$ | 105,821 | $ | 109,178 | $ | 121,347 | ||||||
Cost of revenues |
81,788 | 84,523 | 86,521 | |||||||||
Gross profit |
24,033 | 24,655 | 34,826 | |||||||||
Operating expenses: |
||||||||||||
Research and development |
17,667 | 18,865 | 13,711 | |||||||||
Selling, general and administrative |
17,534 | 16,718 | 14,813 | |||||||||
Amortization of intangible assets |
726 | 725 | 619 | |||||||||
Restructuring, acquisition and related costs |
(1,765 | ) | 1,877 | 670 | ||||||||
Impairment of goodwill |
| 20,000 | | |||||||||
(Gain) loss on sale of property and equipment |
60 | 100 | (21 | ) | ||||||||
Total operating expenses |
34,222 | 58,285 | 29,792 | |||||||||
Operating income (loss) |
(10,189 | ) | (33,630 | ) | 5,034 | |||||||
Other income (expense): |
||||||||||||
Interest income (expense), net |
(157 | ) | (472 | ) | (566 | ) | ||||||
Gain (loss) on foreign currency translation |
1,392 | (2,436 | ) | (3,587 | ) | |||||||
Total other income (expense) |
1,235 | (2,908 | ) | (4,153 | ) | |||||||
Income (loss) before income taxes |
(8,954 | ) | (36,538 | ) | 881 | |||||||
Income tax provision |
1,222 | 203 | 525 | |||||||||
Net income (loss) |
$ | (10,176 | ) | $ | (36,741 | ) | $ | 356 | ||||
Net income (loss) per share: |
||||||||||||
Basic |
$ | (0.21 | ) | $ | (0.75 | ) | $ | 0.01 | ||||
Diluted |
$ | (0.21 | ) | $ | (0.75 | ) | $ | 0.01 | ||||
Shares used in computing net income (loss) per share: |
||||||||||||
Basic |
49,448 | 48,811 | 48,115 | |||||||||
Diluted |
49,448 | 48,811 | 50,984 | |||||||||
Stock-based compensation included in the following: |
||||||||||||
Cost of revenues |
$ | 309 | $ | 373 | $ | 310 | ||||||
Research and development |
367 | 361 | 318 | |||||||||
Selling, general and administrative |
907 | 941 | 730 | |||||||||
Total |
$ | 1,583 | $ | 1,675 | $ | 1,358 | ||||||
-6-
Oclaro Announces First Quarter Fiscal Year 2012 Financial Results
OCLARO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands)
October 1, 2011 | July 2, 2011 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 51,051 | $ | 62,783 | ||||
Restricted cash |
631 | 574 | ||||||
Accounts receivable, net |
81,219 | 82,868 | ||||||
Inventories |
100,535 | 102,201 | ||||||
Prepaid expenses and other current assets |
12,887 | 16,495 | ||||||
Total current assets |
246,323 | 264,921 | ||||||
Property and equipment, net |
69,470 | 69,374 | ||||||
Other intangible assets, net |
18,919 | 19,698 | ||||||
Goodwill |
10,904 | 10,904 | ||||||
Other non-current assets |
13,964 | 10,277 | ||||||
Total assets |
$ | 359,580 | $ | 375,174 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 51,349 | $ | 66,179 | ||||
Accrued expenses and other liabilities |
47,111 | 60,703 | ||||||
Credit line payable |
19,500 | | ||||||
Total current liabilities |
117,960 | 126,882 | ||||||
Deferred gain on sale-leaseback |
12,345 | 12,920 | ||||||
Other long-term liabilities |
6,196 | 6,277 | ||||||
Total liabilities |
136,501 | 146,079 | ||||||
Stockholders equity: |
||||||||
Common stock |
506 | 505 | ||||||
Additional paid-in capital |
1,322,663 | 1,313,931 | ||||||
Accumulated other comprehensive income |
36,157 | 40,730 | ||||||
Accumulated deficit |
(1,136,247 | ) | (1,126,071 | ) | ||||
Total stockholders equity |
223,079 | 229,095 | ||||||
Total liabilities and stockholders equity |
$ | 359,580 | $ | 375,174 | ||||
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Oclaro Announces First Quarter Fiscal Year 2012 Financial Results
OCLARO, INC.
RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES
(unaudited, in thousands, except per share amounts)
RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES
(unaudited, in thousands, except per share amounts)
Three Months Ended | ||||||||||||
October 1, | July 2, | October 2, | ||||||||||
2011 | 2011 | 2010 | ||||||||||
Reconciliation of GAAP net income (loss) to
non-GAAP net income (loss) and adjusted EBITDA: |
||||||||||||
GAAP net income (loss) |
$ | (10,176 | ) | $ | (36,741 | ) | $ | 356 | ||||
Stock-based compensation included in: |
||||||||||||
Cost of revenues |
309 | 373 | 310 | |||||||||
Research and development |
367 | 361 | 318 | |||||||||
Selling, general and administrative |
907 | 941 | 730 | |||||||||
Amortization expense |
726 | 725 | 619 | |||||||||
Restructuring, acquisition and related costs |
(1,765 | ) | 1,877 | 670 | ||||||||
Impairment of goodwill |
| 20,000 | | |||||||||
(Gain) loss on foreign currency translation |
(1,392 | ) | 2,436 | 3,587 | ||||||||
Non-GAAP net income (loss) |
(11,024 | ) | (10,028 | ) | 6,590 | |||||||
Income tax provision |
1,222 | 203 | 525 | |||||||||
Depreciation expense |
5,116 | 4,612 | 3,214 | |||||||||
Interest (income) expense, net |
157 | 472 | 566 | |||||||||
Adjusted EBITDA |
$ | (4,529 | ) | $ | (4,741 | ) | $ | 10,895 | ||||
Non-GAAP net income (loss) per share: |
||||||||||||
Basic |
$ | (0.22 | ) | $ | (0.21 | ) | $ | 0.14 | ||||
Diluted |
$ | (0.22 | ) | $ | (0.21 | ) | $ | 0.13 | ||||
Shares used in computing Non-GAAP net income (loss)
per share: |
||||||||||||
Basic |
49,448 | 48,811 | 48,115 | |||||||||
Diluted |
49,448 | 48,811 | 50,984 | |||||||||
Reconciliation of GAAP gross margin rate to
non-GAAP gross margin rate: |
||||||||||||
GAAP gross profit |
$ | 24,033 | $ | 24,655 | $ | 34,826 | ||||||
Stock-based compensation in cost of revenues |
309 | 373 | 310 | |||||||||
Non-GAAP gross profit |
$ | 24,342 | $ | 25,028 | $ | 35,136 | ||||||
GAAP gross margin rate |
22.7 | % | 22.6 | % | 28.7 | % | ||||||
Non-GAAP gross margin rate |
23.0 | % | 22.9 | % | 29.0 | % | ||||||
Reconciliation of GAAP operating income (loss) to
non-GAAP operating income (loss): |
||||||||||||
GAAP operating income (loss) |
$ | (10,189 | ) | $ | (33,630 | ) | $ | 5,034 | ||||
Stock-based compensation included in: |
||||||||||||
Cost of revenues |
309 | 373 | 310 | |||||||||
Research and development |
367 | 361 | 318 | |||||||||
Selling, general and administrative |
907 | 941 | 730 | |||||||||
Amortization of intangible assets |
726 | 725 | 619 | |||||||||
Restructuring, acquisition and related costs |
(1,765 | ) | 1,877 | 670 | ||||||||
Impairment of goodwill |
| 20,000 | | |||||||||
Non-GAAP operating income (loss) |
$ | (9,645 | ) | $ | (9,353 | ) | $ | 7,681 | ||||
-8-