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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NeoPhotonics Corporation | NYSE:NPTN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 16.01 | 0 | 00:00:00 |
NeoPhotonics Corporation (NYSE: NPTN), a leading developer of silicon photonics and advanced hybrid photonic integrated circuit-based lasers, modules and subsystems for bandwidth-intensive, high speed communications networks, today announced financial results for its fourth quarter and full year for 2021.
“Our business remains on a strong growth path, as demand continues to increase and our backlog has expanded to record levels with nearly a year of visibility. Our fourth quarter revenue trend reflected the operational challenges as the full force of industry-wide IC chip supply shortages impacted our topline revenue by more than $15 million. Our products for 400G and above applications grew 9% sequentially, comprising 56% of total revenue, despite this product group being the most impacted by supply chain chip shortages,” said Tim Jenks, Chairman and CEO of NeoPhotonics. “Moreover, we now have three Cloud and data center switch customer design wins in place for our 400ZR coherent DCO modules products.”
Mr. Jenks continued, “The Lumentum transaction announced last November remains on track, having been approved by our stockholders at our special meeting on the first of February and the expiration of the waiting period under U.S. anti-trust regulations, as previously announced. We believe Lumentum is an ideal partner to serve our customers on a larger scale and look forward to securing regulatory approval from China and closing the transaction. I would like to thank all NeoPhotonics employees for their hard work and dedication for our strong performance in 2021, and for building the company’s strong technology leadership for high speed over distance applications.”
Fourth Quarter 2021 Summary
Non-GAAP results in the fourth quarter of 2021 exclude $3.6 million of acquisition related charges, $3.2 million of stock-based compensation and $0.5 million of accelerated depreciation, restructuring and other charges. A reconciliation of the non-GAAP and Adjusted EBITDA financial measures to the most directly comparable GAAP financial measures is provided in the financial schedules portion at the end of this press release.
Full Year 2021 Summary
Non-GAAP results in 2021 exclude $11.0 million of stock-based compensation, $3.7 million of acquisition related charges, $3.6 million of end-of-life inventory write-down, accelerated depreciation and restructuring, and $0.9 million of amortization and other charges. A reconciliation of the non-GAAP and Adjusted EBITDA financial measures to the most directly comparable GAAP financial measures is provided in the financial schedules portion at the end of this press release.
Product Milestones
Supply Chain Impacts
Proposed Merger Agreement with Lumentum Holdings Inc.
On November 4, 2021, NeoPhotonics announced that it had entered into a definitive agreement under which Lumentum will acquire NeoPhotonics for $16.00 per share in cash, which represents a total equity value of approximately $913 million.
The transaction is expected to close in the second half of calendar year 2022, as previously announced. On February 1, 2022, the NeoPhotonics stockholders approved the merger agreement. The remaining requirements for closure of the transaction are customary closing conditions set forth in the merger agreement and approval from the State Administration for Market Regulation (SAMR) of the People’s Republic of China. As previously announced, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired with respect to the proposed acquisition.
Due to the pending merger, NeoPhotonics will not host a fourth quarter and full year 2021 results conference call or provide a financial outlook.
Non-GAAP and Adjusted EBITDA Measures vs. GAAP Financial Measures
The Company’s non-GAAP and Adjusted EBITDA measures exclude certain GAAP financial measures. A reconciliation of the non-GAAP and Adjusted EBITDA financial measures to the most directly comparable GAAP financial measures is provided in the financial schedules portion at the end of this press release. These non-GAAP financial measures differ from GAAP measures with the same captions and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies. As such, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
The Company uses these non-GAAP financial measures to analyze its operating performance and future prospects, develop internal budgets and financial goals, and to facilitate period-to-period comparisons. NeoPhotonics believes that these non-GAAP financial measures reflect an additional way of viewing aspects of its operations that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting its business.
About NeoPhotonics
NeoPhotonics is a leading developer and manufacturer of lasers and optoelectronic solutions that transmit, receive and switch high-speed digital optical signals for Cloud and hyper-scale data center internet content provider and telecom networks. The Company’s products enable cost-effective, high-speed over distance data transmission and efficient allocation of bandwidth in optical networks. NeoPhotonics maintains headquarters in San Jose, California and ISO 9001:2015 certified engineering and manufacturing facilities in Silicon Valley (USA), Japan and China. For additional information visit www.neophotonics.com.
Notice Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events, including the timing of the proposed transaction and other information related to the proposed transaction. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern the proposed transaction and our expectations, strategy, plans or intentions regarding it. Forward-looking statements in this communication include, but are not limited to, (i) expectations regarding the timing, completion and expected benefits of the proposed transaction, and (ii) plans, objectives and intentions with respect to future operations, customers and the market. Expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include the risk that the transaction may not be completed in a timely manner or at all; the ability to secure additional regulatory approvals on the terms expected in a timely manner or at all; the effect of the announcement or pendency of the transaction on our business relationships, results of operations and business generally; risks that the proposed transaction disrupts current plans and operations; the risk of litigation and/or regulatory actions related to the proposed transaction; disruptions and shortages in supply chains; potential impacts of the Covid-19 pandemic; changing supply and demand conditions in the industry; and general market, political, economic and business conditions. The forward-looking statements contained in this communication are also subject to other risks and uncertainties, including those more fully described in filings with the Securities and Exchange Commission, including reports filed on Form 10-K, 10-Q and 8-K and in other filings made by NeoPhotonics and Lumentum with the SEC from time to time and available at www.sec.gov. These forward-looking statements are based on current expectations, and with regard to the proposed transaction, are based on Lumentum’s and NeoPhotonics’ current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by NeoPhotonics and Lumentum, all of which are subject to change.
The parties undertake no obligation to update the information contained in this communication or any other forward-looking statement.
©2022 NeoPhotonics Corporation. All rights reserved. NeoPhotonics and the red dot logo are trademarks of NeoPhotonics Corporation. All other marks are the property of their respective owners.
NeoPhotonics Corporation
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
As of
Dec. 31, 2021
Dec. 31, 2020
ASSETS
Current assets:
Cash and cash equivalents
$
77,833
$
95,117
Short-term investments
27,675
27,669
Restricted cash
87
489
Accounts receivable, net
55,324
45,232
Inventories
52,896
46,901
Prepaid expenses and other current assets
16,246
20,173
Total current assets
230,061
235,581
Property, plant and equipment, net
54,190
66,765
Operating lease right-of-use assets
13,201
13,823
Purchased intangible assets, net
844
1,468
Goodwill
1,115
1,115
Other long-term assets
6,156
4,912
Total assets
$
305,567
$
323,664
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
58,125
$
43,539
Short-term borrowing, net
14,914
—
Current portion of long-term debt
2,928
3,232
Accrued and other current liabilities
30,008
42,053
Total current liabilities
105,975
88,824
Long-term debt, net of current portion
25,753
30,327
Operating lease liabilities, noncurrent
13,441
14,522
Other noncurrent liabilities
7,437
9,584
Total liabilities
152,606
143,257
Stockholders’ equity:
Common stock
133
126
Additional paid-in capital
610,085
597,460
Accumulated other comprehensive income
2,376
1,735
Accumulated deficit
(459,633
)
(418,914
)
Total stockholders’ equity
152,961
180,407
Total liabilities and stockholders’ equity
$
305,567
$
323,664
NeoPhotonics Corporation
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except percentages and per share data)
Three Months Ended
Twelve Months Ended
Dec. 31, 2021
Sep. 30, 2021
Dec. 31, 2020
Dec. 31, 2021
Dec. 31, 2020
Revenue
$
80,612
$
83,742
$
68,193
$
290,289
$
371,163
Cost of goods sold (1)
60,012
59,968
52,743
222,701
268,081
Gross profit
20,600
23,774
15,450
67,588
103,082
Gross margin
25.6
%
28.4
%
22.7
%
23.3
%
27.8
%
Operating expenses:
Research and development (1)
14,103
13,875
15,251
56,486
56,100
Sales and marketing (1)
3,814
3,498
3,999
14,539
15,629
General and administrative (1)
8,053
7,719
7,219
30,464
30,569
Acquisition and asset sale related costs
3,578
28
875
3,733
1,094
Restructuring charges (recoveries)
4
(12
)
15
14
156
Litigation Settlement
240
—
(2,988
)
240
(2,988
)
Gain on asset sale
(58
)
—
(1,044
)
(58
)
(1,044
)
Total operating expenses
29,734
25,108
23,327
105,418
99,516
Income (loss) from operations
(9,134
)
(1,334
)
(7,877
)
(37,830
)
3,566
Interest income
70
94
41
409
182
Interest expense
(315
)
(207
)
(240
)
(969
)
(1,182
)
Other income (expense), net
(927
)
43
(3,416
)
(621
)
(5,730
)
Total interest and other expense, net
(1,172
)
(70
)
(3,615
)
(1,181
)
(6,730
)
Loss before income taxes
(10,306
)
(1,404
)
(11,492
)
(39,011
)
(3,164
)
Income tax provision
(429
)
(456
)
(3
)
(1,708
)
(1,202
)
Net loss
$
(10,735
)
$
(1,860
)
$
(11,495
)
$
(40,719
)
$
(4,366
)
Basic net loss per share
$
(0.20
)
$
(0.04
)
$
(0.23
)
$
(0.78
)
$
(0.09
)
Diluted net loss per share
$
(0.20
)
$
(0.04
)
$
(0.23
)
$
(0.78
)
$
(0.09
)
Weighted average shares used to compute basic net loss per share
52,895
52,427
50,256
51,926
49,474
Weighted average shares used to compute diluted net loss per share
52,895
52,427
50,256
51,926
49,474
(1) Includes stock-based compensation expense as follows for the periods presented:
Cost of goods sold
$
493
$
403
$
540
$
2,016
$
2,305
Research and development
794
565
862
2,965
3,367
Sales and marketing
380
353
570
1,548
2,403
General and administrative
1,515
873
1,287
4,464
4,262
Total stock-based compensation expense
$
3,182
$
2,194
$
3,259
$
10,993
$
12,337
NeoPhotonics Corporation
Reconciliation of Condensed Consolidated GAAP Financial Measures to Non-GAAP Financial Measures (Unaudited)
(In thousands, except percentages and per share data)
Three Months Ended
Twelve Months Ended
Dec. 31, 2021
Sep. 30, 2021
Dec. 31, 2020
Dec. 31, 2021
Dec. 31, 2020
NON-GAAP GROSS PROFIT:
GAAP gross profit
$
20,600
$
23,774
$
15,450
$
67,588
$
103,082
Stock-based compensation expense
493
403
540
2,016
2,305
Amortization of purchased intangible assets
154
154
185
646
737
Depreciation of acquisition-related fixed asset step-up
4
2
(6
)
3
(34
)
End-of-life related inventory write-down
—
—
—
2,680
4,435
Accelerated depreciation
174
173
515
678
4,635
Restructuring charges
58
78
161
249
867
Non-GAAP gross profit
$
21,483
$
24,584
$
16,845
$
73,860
$
116,027
Non-GAAP gross margin as a % of revenue
26.6
%
29.4
%
24.7
%
25.4
%
31.3
%
NON-GAAP TOTAL OPERATING EXPENSES:
GAAP total operating expenses
$
29,734
$
25,108
$
23,327
$
105,418
$
99,516
Stock-based compensation expense
(2,689
)
(1,791
)
(2,719
)
(8,977
)
(10,032
)
Depreciation of acquisition-related fixed asset step-up
(14
)
(19
)
(28
)
(79
)
(113
)
Acquisition and asset sale related costs
(3,578
)
(28
)
(875
)
(3,733
)
(1,094
)
Restructuring charges (recoveries)
(4
)
12
(15
)
(14
)
(156
)
Litigation settlement
(240
)
—
2,988
(240
)
2,988
Gain on sale of asset
58
—
1,044
58
1,044
Non-GAAP total operating expenses
$
23,267
$
23,282
$
23,722
$
92,433
$
92,153
Non-GAAP total operating expenses as a % of revenue
28.9
%
27.8
%
34.8
%
31.8
%
24.8
%
NON-GAAP OPERATING INCOME (LOSS):
GAAP income (loss) from operations
$
(9,134
)
$
(1,334
)
$
(7,877
)
$
(37,830
)
$
3,566
Stock-based compensation expense
3,182
2,194
3,259
10,993
12,337
Amortization of purchased intangible assets
154
154
185
646
737
Depreciation of acquisition-related fixed asset step-up
18
21
22
82
79
Acquisition and asset sale related costs
3,578
28
875
3,733
1,094
End-of-life related inventory write-down
—
—
—
2,680
4,435
Accelerated depreciation
174
173
515
678
4,635
Restructuring charges
62
66
176
263
1,023
Litigation settlement
240
—
(2,988
)
240
(2,988
)
Gain on asset sale
(58
)
—
(1,044
)
(58
)
(1,044
)
Non-GAAP income (loss) from operations
$
(1,784
)
$
1,302
$
(6,877
)
$
(18,573
)
$
23,874
Non-GAAP operating margin as a % of revenue
(2.2
)%
1.6
%
(10.1
)%
(6.4
)%
6.4
%
NeoPhotonics Corporation
Reconciliation of Condensed Consolidated GAAP Financial Measures to Non-GAAP Financial Measures (Unaudited) (Continued)
(In thousands, except percentages and per share data)
Three Months Ended
Twelve Months Ended
Dec. 31, 2021
Sep. 30, 2021
Dec. 31, 2020
Dec. 31, 2021
Dec. 31, 2020
NON-GAAP NET INCOME (LOSS):
GAAP net loss
$
(10,735
)
$
(1,860
)
$
(11,495
)
$
(40,719
)
$
(4,366
)
Stock-based compensation expense
3,182
2,194
3,259
10,993
12,337
Amortization of purchased intangible assets
154
154
185
646
737
Depreciation of acquisition-related fixed asset step-up
18
21
22
82
79
Acquisition and asset sale related costs
3,578
28
875
3,733
1,094
End-of-life related inventory write-down
—
—
—
2,680
4,435
Accelerated depreciation
174
173
515
678
4,635
Restructuring charges
62
66
176
263
1,023
Litigation settlement
240
—
(2,988
)
240
(2,988
)
Gain on asset sale
(58
)
—
(1,044
)
(58
)
(1,044
)
Income tax effect of Non-GAAP adjustments
(4
)
—
3,255
(23
)
794
Non-GAAP net income (loss)
$
(3,389
)
$
776
$
(7,240
)
$
(21,485
)
$
16,736
Non-GAAP net income (loss) as a % of revenue
(4.2
)%
0.9
%
(10.6
)%
(7.4
)%
4.5
%
ADJUSTED EBITDA:
GAAP net loss
$
(10,735
)
$
(1,860
)
$
(11,495
)
$
(40,719
)
$
(4,366
)
Stock-based compensation expense
3,182
2,194
3,259
10,993
12,337
Amortization of purchased intangible assets
154
154
185
646
737
Depreciation of acquisition-related fixed asset step-up
18
21
22
82
79
Acquisition and asset sale related costs
3,578
28
875
3,733
1,094
End-of-life related inventory write-down
—
—
—
2,680
4,435
Accelerated depreciation
174
173
515
678
4,635
Restructuring charges
62
66
176
263
1,023
Litigation settlement
240
—
(2,988
)
240
(2,988
)
Gain on asset sale
(58
)
—
(1,044
)
(58
)
(1,044
)
Interest expense, net
245
113
199
560
1,000
Income tax provision
429
456
3
1,708
1,202
Depreciation expense
4,979
5,380
5,831
22,133
25,197
Adjusted EBITDA
$
2,268
$
6,725
$
(4,462
)
$
2,939
$
43,341
Adjusted EBITDA as a % of revenue
2.8
%
8.0
%
(6.5
)%
1.0
%
11.7
%
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE:
GAAP basic net loss per share
$
(0.20
)
$
(0.04
)
$
(0.23
)
$
(0.78
)
$
(0.09
)
GAAP diluted net loss per share
$
(0.20
)
$
(0.04
)
$
(0.23
)
$
(0.78
)
$
(0.09
)
Non-GAAP basic net income (loss) per share
$
(0.06
)
$
0.01
$
(0.14
)
$
(0.41
)
$
0.34
Non-GAAP diluted net income (loss) per share
$
(0.06
)
$
0.01
$
(0.14
)
$
(0.41
)
$
0.31
SHARES USED TO COMPUTE GAAP AND NON-GAAP BASIC NET INCOME (LOSS) PER SHARE
52,895
52,427
50,256
51,926
49,474
SHARES USED TO COMPUTE GAAP DILUTED NET LOSS PER SHARE
52,895
52,427
50,256
51,926
49,474
SHARES USED TO COMPUTE NON-GAAP DILUTED NET INCOME (LOSS) PER SHARE
52,895
55,971
50,256
51,926
53,872
View source version on businesswire.com: https://www.businesswire.com/news/home/20220224005679/en/
NeoPhotonics Corporation Beth Eby, Chief Financial Officer +1-408-895-6086 ir@neophotonics.com
Sapphire Investor Relations, LLC Erica Mannion, Investor Relations +1-617-542-6180 ir@neophotonics.com
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