Attached files
file | filename |
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EX-2.3 - EX-2.3 - NEOPHOTONICS CORP | nptn-20170114ex233cc0589.htm |
EX-2.2 - EX-2.2 - NEOPHOTONICS CORP | nptn-20170114ex227d0bcd8.htm |
EX-2.1 - EX-2.1 - NEOPHOTONICS CORP | nptn-20170114ex21cfabf4c.htm |
8-K - 8-K - NEOPHOTONICS CORP | nptn-20170114x8k.htm |
Exhibit 99.1
UNAUDITED CONDENSED FINANCIAL INFORMATION
Unaudited Pro Forma Condensed Consolidated Financial Information
NeoPhotonics Corporation (“NeoPhotonics” or the “Company”) completed the sale of its Access and Low Speed transceiver product lines (the “Low Speed Product Lines”) on January 14, 2017 (the “Asset Sale”), including its inventories and fixed assets as well as certain intangible assets, to APAT Optoelectronics Components Co., Ltd. (“APAT OE”). The Company has prepared unaudited pro forma condensed consolidated financial statements to provide information on the nature and effects of the Asset Sale.
The unaudited pro forma condensed consolidated statements of operations for the twelve months ended December 31, 2015 and for the nine months ended September 30, 2016 have been prepared with the assumption that the Asset Sale was completed as of January 1, 2015. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2016 has been prepared with the assumption that the Asset Sale was completed as of such balance sheet date. The unaudited pro forma condensed consolidated financial statements are not indicative of the results of operations or the financial position which would have actually occurred in the event the Asset Sale had been completed on the dates indicated, or of any future results.
The unaudited pro forma financial information has been prepared by the Company under the assumptions deemed reasonable by the Company’s management and should be read in conjunction with the Company’s historical Consolidated Financial Statements and Notes thereto contained in the 2015 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”).
1
NeoPhotonics Corporation
Unaudited Pro Forma Condensed Consolidated Statements of Operations
For the Twelve Months Ended December 31, 2015
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Twelve Months Ended December 31, 2015 |
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|
|
|
|
|
|
|
|
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(In thousands, except per share data) |
|
As Reported |
|
Sale of Low Speed Product Lines (a) |
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Adjustments (b) |
|
Pro Forma |
||||
Revenue |
|
$ |
339,439 |
|
$ |
(92,829) |
|
$ |
— |
|
$ |
246,610 |
Cost of goods sold |
|
|
240,358 |
|
|
(75,734) |
|
|
— |
|
|
164,624 |
Gross profit |
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|
99,081 |
|
|
(17,095) |
|
|
— |
|
|
81,986 |
Operating expenses: |
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|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
44,533 |
|
|
(2,516) |
|
|
— |
|
|
42,017 |
Sales and marketing |
|
|
15,823 |
|
|
(3,599) |
|
|
— |
|
|
12,224 |
General and administrative |
|
|
31,635 |
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|
(8,526) |
|
|
— |
|
|
23,109 |
Amortization of purchased intangible assets |
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|
1,791 |
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|
— |
|
|
— |
|
|
1,791 |
Acquisition-related costs |
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|
934 |
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|
— |
|
|
1,117 |
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|
2,051 |
Restructuring charges |
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44 |
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— |
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300 |
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|
344 |
Asset impairment charges |
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368 |
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— |
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— |
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|
368 |
Total operating expenses |
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95,128 |
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(14,641) |
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|
1,417 |
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81,904 |
Income from operations |
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3,953 |
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(2,454) |
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(1,417) |
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|
82 |
Interest income |
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|
121 |
|
|
— |
|
|
— |
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|
121 |
Interest expense |
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(1,243) |
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— |
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— |
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(1,243) |
Other income, net |
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3,941 |
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— |
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— |
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|
3,941 |
Total interest and other income, net |
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2,819 |
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— |
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— |
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2,819 |
Income before income taxes |
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6,772 |
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(2,454) |
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(1,417) |
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|
2,901 |
Provision for income taxes |
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(3,104) |
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— |
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1,160 |
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(1,944) |
Net income |
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$ |
3,668 |
|
$ |
(2,454) |
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$ |
(257) |
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$ |
957 |
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Basic net income per share |
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$ |
0.10 |
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|
|
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$ |
0.03 |
Diluted net income per share |
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$ |
0.09 |
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|
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|
|
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$ |
0.02 |
Weighted average shares used to compute basic net income per share |
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37,421 |
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|
|
|
|
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|
37,421 |
Weighted average shares used to compute diluted net income per share |
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|
38,686 |
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|
|
|
|
|
|
|
38,686 |
See the accompany notes which are an integral part of these unaudited pro forma condensed consolidated financial statements.
2
NeoPhotonics Corporation
Unaudited Pro Forma Condensed Consolidated Statements of Operations
For the Nine Months Ended September 30, 2016
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Nine Months Ended September 30, 2016 |
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(In thousands, except per share data) |
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As Reported |
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Sale of Low Speed Product Lines (a) |
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Adjustments (b) |
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Pro Forma |
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Revenue |
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$ |
301,586 |
|
$ |
(50,698) |
|
$ |
— |
|
$ |
250,888 |
Cost of goods sold |
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|
215,486 |
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(40,957) |
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— |
|
|
174,529 |
Gross profit |
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|
86,100 |
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(9,741) |
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— |
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|
76,359 |
Operating expenses: |
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|
|
|
|
|
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|
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|
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Research and development |
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42,206 |
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(1,514) |
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— |
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|
40,692 |
Sales and marketing |
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|
13,674 |
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(2,593) |
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|
— |
|
|
11,081 |
General and administrative |
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|
26,747 |
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(4,445) |
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— |
|
|
22,302 |
Amortization of purchased intangible assets |
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|
1,375 |
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|
— |
|
|
— |
|
|
1,375 |
Acquisition-related costs |
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|
923 |
|
|
— |
|
|
— |
|
|
923 |
Total operating expenses |
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84,925 |
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(8,552) |
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— |
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|
76,373 |
Income (loss) from operations |
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|
1,175 |
|
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(1,189) |
|
|
— |
|
|
(14) |
Interest income |
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|
227 |
|
|
— |
|
|
— |
|
|
227 |
Interest expense |
|
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(304) |
|
|
— |
|
|
— |
|
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(304) |
Other expense, net |
|
|
(828) |
|
|
— |
|
|
— |
|
|
(828) |
Total interest and other expense, net |
|
|
(905) |
|
|
— |
|
|
— |
|
|
(905) |
Income (loss) before income taxes |
|
|
270 |
|
|
(1,189) |
|
|
— |
|
|
(919) |
Provision for income taxes |
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(2,471) |
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— |
|
|
1,247 |
|
|
(1,224) |
Net loss |
|
$ |
(2,201) |
|
$ |
(1,189) |
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$ |
1,247 |
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$ |
(2,143) |
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|
|
|
|
|
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Basic net loss per share |
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$ |
(0.05) |
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|
|
|
|
|
|
$ |
(0.05) |
Diluted net loss per share |
|
$ |
(0.05) |
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|
|
|
|
|
|
$ |
(0.05) |
Weighted average shares used to compute basic net loss per share |
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|
41,589 |
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|
|
|
|
|
|
|
41,589 |
Weighted average shares used to compute diluted net loss per share |
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|
41,589 |
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|
|
|
|
|
|
|
41,589 |
See the accompany notes which are an integral part of these unaudited pro forma condensed consolidated financial statements.
3
NeoPhotonics Corporation
Unaudited Pro Forma Condensed Consolidated Balance Sheets
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As of September 30, 2016 |
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(In thousands, except par data) |
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As Reported |
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Sale of Low Speed Product Lines (c) |
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Adjustments |
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Pro Forma |
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||||
ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
71,625 |
|
$ |
— |
|
$ |
21,883 |
(d) |
$ |
93,508 |
|
Short-term investments |
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|
28,470 |
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|
— |
|
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— |
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|
28,470 |
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Restricted cash |
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|
2,813 |
|
|
— |
|
|
— |
|
|
2,813 |
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Accounts receivable, net of allowance for doubtful accounts |
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|
95,677 |
|
|
— |
|
|
— |
|
|
95,677 |
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Inventories |
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60,219 |
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(15,986) |
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— |
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44,233 |
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Prepaid expenses and other current assets |
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14,932 |
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— |
|
|
2,000 |
(e) |
|
16,932 |
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Total current assets |
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273,736 |
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(15,986) |
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|
23,883 |
|
|
281,633 |
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Property, plant and equipment, net |
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|
95,846 |
|
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(934) |
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— |
|
|
94,912 |
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Purchased intangible assets, net |
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|
6,217 |
|
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— |
|
|
— |
|
|
6,217 |
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Goodwill |
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|
1,115 |
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— |
|
|
— |
|
|
1,115 |
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Other long-term assets |
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|
7,672 |
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— |
|
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(350) |
(f) |
|
7,322 |
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Total assets |
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$ |
384,586 |
|
$ |
(16,920) |
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$ |
23,533 |
|
$ |
391,199 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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|
|
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|
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Current liabilities: |
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|
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|
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|
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Accounts payable |
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$ |
76,341 |
|
$ |
— |
|
$ |
— |
|
$ |
76,341 |
|
Notes payable and short-term borrowing |
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|
31,508 |
|
|
— |
|
|
— |
|
|
31,508 |
|
Current portion of long-term debt |
|
|
908 |
|
|
— |
|
|
— |
|
|
908 |
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Accrued and other current liabilities |
|
|
28,184 |
|
|
— |
|
|
— |
|
|
28,184 |
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Total current liabilities |
|
|
136,941 |
|
|
— |
|
|
— |
|
|
136,941 |
|
Long-term debt, net of current portion |
|
|
12,116 |
|
|
— |
|
|
— |
|
|
12,116 |
|
Other noncurrent liabilities |
|
|
9,044 |
|
|
— |
|
|
— |
|
|
9,044 |
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Total liabilities |
|
|
158,101 |
|
|
— |
|
|
— |
|
|
158,101 |
|
Commitments and contingencies |
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|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
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|
|
|
|
|
|
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|
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Preferred stock, $0.0025 par value, 10,000 shares authorized, no shares issued or outstanding |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Common stock, $0.0025 par value, 100,000 shares authorized: |
|
|
|
|
|
|
|
|
|
|
|
|
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At September 30, 2016, 42,315 shares issued and outstanding |
|
|
106 |
|
|
— |
|
|
— |
|
|
106 |
|
Additional paid-in capital |
|
|
528,451 |
|
|
— |
|
|
— |
|
|
528,451 |
|
Accumulated other comprehensive loss |
|
|
(1,398) |
|
|
— |
|
|
— |
|
|
(1,398) |
|
Accumulated deficit |
|
|
(300,674) |
|
|
(16,920) |
|
|
23,533 |
(g) |
|
(294,061) |
|
Total stockholders’ equity |
|
|
226,485 |
|
|
(16,920) |
|
|
23,533 |
|
|
233,098 |
|
Total liabilities and stockholders’ equity |
|
$ |
384,586 |
|
$ |
(16,920) |
|
$ |
23,533 |
|
$ |
391,199 |
|
See the accompany notes which are an integral part of these unaudited pro forma condensed consolidated financial statements.
4
NeoPhotonics Corporation
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
1. |
ASSET SALE TO APAT OPTOELECTRONICS COMPONENTS CO., LTD. (“APAT OE”). |
On January 14, 2017, NeoPhotonics Corporation and its wholly-owned Chinese subsidiaries, NeoPhotonics Dongguan Co., Ltd. and NeoPhotonics (China) Co., Ltd. (collectively, “NeoPhotonics” or the “Company”), a leading designer and manufacturer of advanced hybrid photonic integrated optoelectronic modules and subsystems for bandwidth-intensive, high-speed communications networks, completed the sale of its Access and Low Speed transceiver production lines (the “Low Speed Product Lines”) to APAT OE of Shenzhen, China, a designer and manufacturer of optical sub-assemblies for telecom and datacom markets, under the definitive agreement (the “Asset Purchase Agreement”), dated December 14, 2016, entered into by both parties (the “Asset Sale”). The Asset Sale includes an approximately $25.0 million (in Renminbi, or RMB, equivalent) purchase price, of which approximately $23.0 million (in RMB equivalent) was paid to the Company upon closing and approximately $2.0 million (in RMB equivalent) will be paid to the Company by February 28, 2017. APAT OE will assume the liabilities associated with the non-cancelable and cancelable purchase orders placed by the Company for purchase of raw materials needed for the Low Speed Product Lines and will be responsible for payment of value-added tax obligations.
The purchase price is subject to adjustment after closing for inventory adjustments (the “Working Capital Adjustments”), and by up to $10.0 million (in RMB equivalent) for any potential claims by APAT OE relating to certain transaction warranties (“Warranties”), including qualification of APAT OE as an approved vendor of selected customers, introduction of APAT OE to a selected distributor, and revenue and gross profit from the Low Speed Product Lines over the first six months of 2017 to be at least 70% of certain forecast amounts. In the event that any of these Warranties are not met, the Company will be obligated to refund a portion of the purchase price to APAT OE. In the event that the actual post-closing results exceed 70% of the forecast amounts, the Company is entitled to receive additional payments from APAT OE.
In connection with the Asset Sale, the Company and APAT OE also entered into a Transition Service Agreement (the “TSA”) for certain post-closing transition services to be provided by the Company for approximately $1.4 million (in RMB equivalent) payable by APAT OE.
2. |
UNAUDITED PRO FORMA ADJUSTMENTS |
The following notes describe the basis for and/or assumptions regarding certain of the pro forma adjustments included in the Company’s unaudited pro forma condensed consolidated financial statements:
(a) |
The amounts being eliminated represent the revenues, cost of goods sold and operating expenses that are attributable to the Asset Sale. Research and development expense is calculated based on a combination of direct spend and allocated amount relative to the direct project spend. Sales and |
5
marketing expense is allocated based on a combination of direct spend and revenue. General and administrative expense is primarily allocated based on revenue. |
(b) |
Represent estimated transaction costs of approximately $1.1 million, estimated restructuring charges of up to approximately $0.3 million (in RMB equivalent) and the estimated tax effect of the Asset Sale. The tax effect of the Asset Sale is calculated using the historical statutory rates in effect for the periods presented. |
(c) |
Represent the net book value of the Low Speed Product Lines as of the balance sheet date. |
(d) |
Recording of a $23.0 million sale proceed received by the Company upon closing, net of estimated transaction costs for the Asset Sale, and a $2.0 million receivable due to the Company by February 28, 2017. The purchase price is subject to adjustment related to any Working Capital Adjustments and Warranties for potential refunds to APAT OE as discussed in Note 1 above. |
|
|
(In thousands) |
|
|
Purchase price - cash received |
|
$ |
23,000 |
|
Purchase price - other receivable |
|
|
2,000 |
|
Total purchase price |
|
$ |
25,000 |
|
|
|
|
|
|
Purchase price - cash received |
|
$ |
23,000 |
|
Estimated transaction costs included |
|
|
(1,117) |
|
Net cash proceeds at closing |
|
$ |
21,883 |
|
(e) |
Represents a $2.0 million receivable due from APAT OE to the Company. If the receivable is not paid by February 28, 2017, the Company has the right to either (i) offset an amount equal to any payments that may become due from the Company to APAT OE or (ii) exercise the rights under the Asset Purchase Agreement. |
(f) |
Represents the estimated tax effect of the Asset Sale. |
(g) |
Includes a $350,000 decrease in deferred tax assets and a $21.9 million net cash proceeds at closing. The estimated gain on the Asset Sale to be recorded as adjustments to shareholders’ equity: |
|
|
(In thousands) |
|
|
Total purchase price, net of estimated transaction costs and potential adjustments |
|
$ |
21,883 |
|
Net book value of the Low Speed Product Lines |
|
|
(16,920) |
|
Estimated gain on the Asset Sale |
|
$ |
4,963 |
|
The actual gain on the Asset Sale may vary due to any Working Capital Adjustments and any potential payments to APAT OE in relation to the Warranties, including up to $10.0 million for any potential claims by APAT OE relating to certain transaction warranties, including qualification of APAT OE as an approved vendor of selected customers, introduction of APAT OE to a selected distributor, and revenue and gross profit from the Low Speed Product Lines over the first six months of 2017 to be at least 70% of forecast amounts, as defined in the Asset Purchase Agreement. In the event that any of these warranties are not met, the Company will be obligated to refund a portion of the purchase price to APAT OE (see Note 1).
6