Avanex Corporation (NASDAQ: AVNX), a pioneering provider of intelligent
photonic solutions that enable next-generation optical networks, today
reported its fiscal 2009 second quarter financial results for the
quarter ended December 31, 2008.
Net revenue in the second quarter of fiscal 2009 was $38.0 million, a
decrease of 16.1 percent from $45.3 million in the first quarter of
fiscal 2009, and a decrease of 26.9 percent from $52.0 million in the
same period last year.
Gross margin in the second quarter of fiscal 2009 was 15.4%, a decrease
from 17.2% in the first quarter of fiscal 2009, and a decrease from
31.0% in the same period last year.
Net loss in the second quarter of fiscal 2009 was $16.8 million, or
($1.08) per diluted share, compared with net loss of $9.6 million, or
($0.63) per diluted share in the first quarter of fiscal 2009. This
compares to net income of $86,000, or $0.01 per diluted share in the
same period last year. During the second quarter of fiscal 2009, the
company wrote-off $9.6 million relating to goodwill and intangibles.
Non-GAAP net loss in the second quarter of fiscal 2009 was $6.2 million,
or ($0.40) per diluted share, compared with net loss of $5.9 million, or
($0.38) per diluted share, in the first quarter of fiscal 2009. This
compares to non-GAAP net income of $2.4 million, or $0.15 per diluted
share in the same period last year.*
"While the company is continuing to face challenges in light of the
current macro-economic environment, we are taking action by reducing our
workforce by 5% and scaling back on other discretionary expenses. We
believe that the proposed merger with Bookham, Inc. announced last week,
will improve our market position," said Giovanni Barbarossa, CEO and
President of Avanex.
Q3 FY 2009 Outlook
The company expects revenue to be between $24 million and $31 million in
the third quarter of fiscal 2009, ending March 31, 2009. Given the
current recessionary macro-economic environment, there is less
visibility than typical, and accordingly, the company’s guidance range
is broader than normal.
Investor Conference Call
Avanex will host a conference call to discuss fiscal 2009 second quarter
results at 1:30 p.m. PST today. Investors are invited to listen to a
live broadcast of the conference call via webcast, which can be accessed
by visiting the Avanex Investor Relations website at http://investor.avanex.com/events.cfm.
Investors can also listen to the conference call by dialing 913-312-1298.
A replay of the call will be available through an archived webcast at http://investor.avanex.com/events.cfm.
An audio replay will be available through 12 AM eastern daylight time on
February 12, 2009 and can be accessed by dialing 888-203-1112 (domestic)
or 719-457-0820 (international) and entering access ID number 3498701.
Future Investor Conference
Avanex will be presenting at The Thomas Weisel Partners Technology and
Telecom Conference on Wednesday, February 11, 2009 at 9:10 a.m. Pacific
Time. The conference will be held at the Fairmount Hotel in San
Francisco. The live webcast will be available via a link on the Investor
Relations page of the Avanex web site at www.avanex.com.
A replay of the webcast will be available for 30 days following the live
presentation.
About Avanex
Avanex Corporation is a leading global provider of Intelligent Photonic
Solutions(TM) to meet the needs of fiber optic communications networks
for greater capacity, longer distance transmissions, improved
connectivity, higher speeds and lower costs. These solutions enable or
enhance optical wavelength multiplexing, dispersion compensation,
switching and routing, transmission, amplification, and include
network-managed subsystems. Avanex Corporation was incorporated in 1997
and is headquartered in Fremont, California. Avanex Corporation also
maintains facilities in Horseheads, New York; Shanghai, China; Villebon
Sur Yvette, France; San Donato, Italy; and Bangkok, Thailand. To learn
more about Avanex Corporation, visit our web site at: www.avanex.com.
Forward-looking Statements
This press release contains forward-looking statements including
statements regarding expected third quarter of fiscal 2009 outlook and
future operating results, the benefits of the business combination
transaction involving Bookham and Avanex, competitive and market
position and our strategies. Actual results could differ materially from
those projected in or contemplated by the forward-looking statements.
Factors that could cause actual results to differ include general
economic conditions, the pace of spending in the telecommunications
industry and in particular the optical networks industry, market demand
and price of our products, the company’s ability to sufficiently
anticipate market needs and develop products and enhancements that
achieve market acceptance, unanticipated costs and expenses or the
inability to identify expenses which can be eliminated, any slowdown or
deferral of orders for products or the application of accounting or tax
principles in an unanticipated manner, risks relating to the
consummation of the contemplated merger, including the risk that
required stockholder approval might not be obtained in a timely manner
or at all or that other closing conditions are not satisfied, the
failure to realize synergies and cost-savings from the transaction or
delay in realization thereof, the businesses or employees of Bookham and
Avanex not be combined and integrated successfully, or such combination
may take longer, be more difficult, time-consuming or costly to
accomplish than expected, and operating costs and business disruption
following the merger, including adverse effects on employee retention
and on our business relationships with third parties.
Finally, please refer to the risk factors contained in the company’s SEC
filings including the company’s Annual Report on Form 10-K filed with
the SEC on Sept. 5, 2008 and subsequent filings with the SEC.
Avanex assumes no obligation and does not intend to update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It
This communication is being made in respect of the proposed business
combination involving Bookham and Avanex. In connection with the
proposed transaction, Bookham and Avanex plan to file documents with the
SEC, including the filing by Bookham of a Registration Statement on Form
S-4 containing a Joint Proxy Statement/Prospectus and each of Bookham
and Avanex plan to file with the SEC other documents regarding the
proposed transaction. Investors and security holders of Bookham and
Avanex are urged to carefully read the Joint Proxy Statement/Prospectus
(when available) and other documents filed with the SEC by Bookham and
Avanex because they will contain important information about the
proposed transaction. Investors and security holders may obtain free
copies of these documents (when they are available) and other documents
filed with the SEC at the SEC’s web site at www.sec.gov
and by contacting Bookham Investor Relations at (408) 404-5400 or Avanex
Investor Relations at (510) 897-4188. Investors and security holders may
obtain free copies of the documents filed with the SEC on Bookham’s
website at www.bookham.com
or Avanex’s website at www.avanex.com
or the SEC’s website at www.sec.gov.
Bookham, Avanex and their respective directors and executive officers
may be deemed participants in the solicitation of proxies with respect
to the proposed transaction. Information regarding the interests of
these directors and executive officers in the proposed transaction will
be included in the Joint Proxy Statement/Prospectus described above.
Additional information regarding the directors and executive officers of
Bookham is also included in Bookham’s proxy statement for its 2008
Annual Meeting of Stockholders, which was filed with the SEC on
September 18, 2008, and additional information regarding the directors
and executive officers of Avanex is also included in Avanex’s proxy
statement for its 2008 Annual Meeting of Stockholders, which was filed
with the SEC on October 14, 2008, respectively.
* Non-GAAP net income (loss) and non-GAAP net income (loss) per share
exclude share-based compensation expenses, amortization of intangibles,
impairment of goodwill and intangibles, restructuring charges, due
diligence expenses related to abandoned acquisition activity, and
arbitration expenses. Details on the items excluded from non-GAAP net
income (loss) and non-GAAP net income (loss) per share are available in
the table entitled, “Reconciliation of GAAP Net Income (Loss) to
Non-GAAP Net Income (Loss),” following the accompanying financial
statements.
|
Avanex Corporation
CONSOLIDATED BALANCE SHEET
In thousands
(Unaudited)
|
|
|
|
|
|
|
|
|
|
December 31,
2008
|
|
September 30,
2008
|
|
June 30,
2008
|
|
Assets
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
13,897
|
|
|
|
$
|
13,712
|
|
|
|
$
|
14,839
|
|
|
Restricted cash
|
|
3,803
|
|
|
|
|
3,792
|
|
|
|
|
3,776
|
|
|
Short-term investments
|
|
19,550
|
|
|
|
|
32,162
|
|
|
|
|
40,590
|
|
|
Accounts receivable, net
|
|
30,197
|
|
|
|
|
34,068
|
|
|
|
|
39,032
|
|
|
Inventories
|
|
19,528
|
|
|
|
|
19,281
|
|
|
|
|
15,979
|
|
|
Due from related party
|
|
123
|
|
|
|
|
141
|
|
|
|
|
85
|
|
|
Other current assets
|
|
7,021
|
|
|
|
|
7,276
|
|
|
|
|
6,486
|
|
|
Total current assets
|
|
94,119
|
|
|
|
|
110,432
|
|
|
|
|
120,787
|
|
|
Property and equipment, net
|
|
8,906
|
|
|
|
|
8,994
|
|
|
|
|
7,688
|
|
|
Intangibles, net
|
|
-
|
|
|
|
|
260
|
|
|
|
|
314
|
|
|
Goodwill
|
|
-
|
|
|
|
|
9,408
|
|
|
|
|
9,408
|
|
|
Other assets
|
|
3,094
|
|
|
|
|
3,325
|
|
|
|
|
2,870
|
|
|
Total assets
|
$
|
106,119
|
|
|
|
$
|
132,419
|
|
|
|
$
|
141,067
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
24,371
|
|
|
|
$
|
33,673
|
|
|
|
$
|
33,255
|
|
|
Accrued compensation
|
|
3,811
|
|
|
|
|
3,887
|
|
|
|
|
6,272
|
|
|
Accrued warranty
|
|
350
|
|
|
|
|
476
|
|
|
|
|
626
|
|
|
Other accrued expenses and deferred revenue
|
|
6,885
|
|
|
|
|
6,110
|
|
|
|
|
6,003
|
|
|
Current portion of long-term obligations
|
|
12
|
|
|
|
|
12
|
|
|
|
|
13
|
|
|
Current portion of accrued restructuring
|
|
3,068
|
|
|
|
|
4,809
|
|
|
|
|
2,940
|
|
|
Total current liabilities
|
|
38,497
|
|
|
|
|
48,967
|
|
|
|
|
49,109
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
Accrued restructuring
|
|
3,613
|
|
|
|
|
4,260
|
|
|
|
|
5,043
|
|
|
Other long-term obligations
|
|
1,364
|
|
|
|
|
1,411
|
|
|
|
|
1,520
|
|
|
Total liabilities
|
|
43,474
|
|
|
|
|
54,638
|
|
|
|
|
55,672
|
|
|
Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
Common stock
|
|
16
|
|
|
|
|
16
|
|
|
|
|
15
|
|
|
Additional paid-in capital
|
|
788,204
|
|
|
|
|
786,721
|
|
|
|
|
784,492
|
|
|
Accumulated other comprehensive income
|
|
1,269
|
|
|
|
|
1,074
|
|
|
|
|
1,277
|
|
|
Accumulated deficit
|
|
(726,844
|
)
|
|
|
|
(710,030
|
)
|
|
|
|
(700,389
|
)
|
|
Total stockholders’ equity
|
|
62,645
|
|
|
|
|
77,781
|
|
|
|
|
85,395
|
|
|
Total liabilities and stockholders’ equity
|
$
|
106,119
|
|
|
|
$
|
132,419
|
|
|
|
$
|
141,067
|
|
|
Avanex Corporation
CONSOLIDATED STATEMENTS OF OPERATIONS - GAAP
In thousands, except for per share data
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
December 31,
2008
|
|
September 30,
2008
|
|
December 31,
2007
|
|
Net revenue:
|
|
|
|
|
|
|
|
|
|
Third parties
|
|
$
|
37,924
|
|
|
|
$
|
45,213
|
|
|
|
$
|
47,155
|
|
|
Related parties
|
|
|
77
|
|
|
|
|
61
|
|
|
|
|
4,852
|
|
|
Total net revenue
|
|
|
38,001
|
|
|
|
|
45,274
|
|
|
|
|
52,007
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
Cost of revenue except for purchases from related parties
|
|
|
31,864
|
|
|
|
|
37,040
|
|
|
|
|
35,567
|
|
|
Purchases from related parties
|
|
|
295
|
|
|
|
|
461
|
|
|
|
|
321
|
|
|
Total cost of revenue
|
|
|
32,159
|
|
|
|
|
37,501
|
|
|
|
|
35,888
|
|
|
Gross profit
|
|
|
5,842
|
|
|
|
|
7,773
|
|
|
|
|
16,119
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
6,037
|
|
|
|
|
6,685
|
|
|
|
|
7,604
|
|
|
Sales and marketing
|
|
|
2,827
|
|
|
|
|
4,052
|
|
|
|
|
4,202
|
|
|
General and administrative
|
|
|
3,777
|
|
|
|
|
4,888
|
|
|
|
|
4,980
|
|
|
Amortization of intangibles
|
|
|
53
|
|
|
|
|
54
|
|
|
|
|
101
|
|
|
Restructuring
|
|
|
157
|
|
|
|
|
2,319
|
|
|
|
|
2
|
|
|
Impairment of goodwill and intangibles
|
|
|
9,615
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
Total operating expenses
|
|
|
22,466
|
|
|
|
|
17,998
|
|
|
|
|
16,889
|
|
|
Loss from operations
|
|
|
(16,624
|
)
|
|
|
|
(10,225
|
)
|
|
|
|
(770
|
)
|
|
Interest and other income (expense), net
|
|
|
(179
|
)
|
|
|
|
(172
|
)
|
|
|
|
1,083
|
|
|
Income (loss) before income taxes
|
|
|
(16,803
|
)
|
|
|
|
(10,397
|
)
|
|
|
|
313
|
|
|
Income tax benefit (provision)
|
|
|
(11
|
)
|
|
|
|
756
|
|
|
|
|
(227
|
)
|
|
Net income (loss)
|
|
$
|
(16,814
|
)
|
|
|
$
|
(9,641
|
)
|
|
|
$
|
86
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per common share
|
|
$
|
(1.08
|
)
|
|
|
$
|
(0.63
|
)
|
|
|
$
|
0.01
|
|
|
Diluted net income (loss) per common share
|
|
$
|
(1.08
|
)
|
|
|
$
|
(0.63
|
)
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares used in computing:
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per common share
|
|
|
15,564
|
|
|
|
|
15,355
|
|
|
|
|
15,235
|
|
|
Diluted net income (loss) per common share
|
|
|
15,564
|
|
|
|
|
15,355
|
|
|
|
|
15,460
|
|
|
Avanex Corporation
RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME
(LOSS)
In thousands, except for per share data
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
December 31,
2008
|
|
September 30,
2008
|
|
December 31,
2007
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss), GAAP
|
|
$
|
(16,814
|
)
|
|
|
$
|
(9,641
|
)
|
|
|
$
|
86
|
|
|
|
|
|
|
|
|
|
|
|
Items reconciling GAAP net income (loss) to non-GAAP net income
(loss):
|
|
|
|
|
|
|
|
|
|
Related to cost of revenue:
|
|
|
|
|
|
|
|
|
|
Share-based payments
|
|
|
261
|
|
|
|
|
284
|
|
|
|
|
319
|
|
(Gain) from legal settlement
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
Total related to cost of sales
|
|
|
261
|
|
|
|
|
284
|
|
|
|
|
319
|
|
Related to operating expenses:
|
|
|
|
|
|
|
|
|
|
Research and development - share-based payments
|
|
|
241
|
|
|
|
|
326
|
|
|
|
|
698
|
|
Sales and marketing - share-based payments
|
|
|
296
|
|
|
|
|
527
|
|
|
|
|
208
|
|
General and administrative - share-based payments
|
|
|
(28
|
)
|
|
|
|
263
|
|
|
|
|
561
|
|
Amortization of intangibles
|
|
|
53
|
|
|
|
|
54
|
|
|
|
|
101
|
|
Restructuring
|
|
|
157
|
|
|
|
|
2,319
|
|
|
|
|
2
|
|
Impairment of goodwill and intangibles
|
|
|
9,615
|
|
|
|
|
-
|
|
|
|
|
-
|
|
Due diligence expenses related to abandoned acquisition activity
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
199
|
|
Arbitration expenses
|
|
|
-
|
|
|
|
|
|
|
|
185
|
|
Total related to operating expenses
|
|
|
10,334
|
|
|
|
|
3,489
|
|
|
|
|
1,954
|
|
Total related to net income (loss)
|
|
|
10,595
|
|
|
|
|
3,773
|
|
|
|
|
2,273
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income (loss)
|
|
$
|
(6,219
|
)
|
|
|
$
|
(5,868
|
)
|
|
|
$
|
2,359
|
|
|
|
|
|
|
|
|
|
|
|
Basic non-GAAP net income (loss) per common share
|
|
$
|
(0.40
|
)
|
|
|
$
|
(0.38
|
)
|
|
|
$
|
0.15
|
|
Diluted non-GAAP net income (loss) per common share
|
|
$
|
(0.40
|
)
|
|
|
$
|
(0.38
|
)
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares used in computing:
|
|
|
|
|
|
|
|
|
|
Basic non-GAAP net income (loss) per common share
|
|
|
15,564
|
|
|
|
|
15,355
|
|
|
|
|
15,235
|
|
Diluted non-GAAP net income (loss) per common share
|
|
|
15,564
|
|
|
|
|
15,355
|
|
|
|
|
15,460
|
For Avanex Corporation
Mark Weinswig, 510-897-4188 (Investor
Relations)
IR@Avanex.com