Attached files
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EX-99.1 - EX-99.1 - OCLARO, INC. | f55665exv99w1.htm |
8-K/A - 8-K/A - OCLARO, INC. | f55665e8vkza.htm |
Exhibit 99.2
Unaudited Pro Forma Condensed Combined Statement of Operations
The
following information gives effect to the Companys recent 1-for-5 reverse split of its
common stock, pursuant to previously obtained stockholder authorization. This reverse stock split,
which became effective at 6:00 p.m., Eastern Time, on April 29, 2010, reduced the number of shares
of the Companys common stock issued and outstanding from approximately 212 million to
approximately 42 million and reduced the number of authorized shares of common stock from 450
million to 90 million.
Introduction
The following unaudited pro forma condensed combined statement of operations gives effect
to the merger of merger sub, a wholly-owned subsidiary of Oclaro, Inc. (formerly Bookham, Inc., and
referred to herein as Oclaro or the Company) with Avanex Corporation (Avanex). The merger was
completed on April 27, 2009, and accordingly was accounted for under the purchase method of
accounting. The unaudited pro forma condensed combined statement of operations for the fiscal year
ended June 27, 2009 is presented as if the transaction had been consummated on June 29, 2008 and
combines the historical results of Oclaro for the twelve months ended June 27, 2009 and the
historical results of Avanex for the approximately ten-month period ended April 27, 2009, the date the merger was
completed; which results were derived from Oclaros audited consolidated statement of operations
included in its 2009 Annual Report on Form 10-K and Avanexs unaudited condensed consolidated
statement of operations for the ten-month period ended April 27, 2009.
The unaudited pro forma condensed combined statement of operations has been prepared by Oclaro
management for illustrative purposes only and is not necessarily indicative of the results of
operations in future periods or the results that actually would have been realized had Oclaro and
Avanex been a combined company during the specified period. The pro forma adjustments are based on
the information available at the time of the preparation of this Amendment No. 2 to Form 8-K. The
unaudited pro forma condensed combined statement of operations, including the notes thereto, are
qualified in their entirety by reference to, and should be read in conjunction with, the historical
consolidated financial statements of Oclaro and Avanex as filed from time to time with the
Securities and Exchange Commission.
Intercompany transactions and balances between Oclaro and Avanex, which comprise the sale
of certain products and the payment of technology royalties by Oclaro to Avanex, have been
eliminated in the unaudited pro forma condensed combined statement of operations. Further, the
unaudited pro forma condensed combined statement of operations does not include any adjustments for
the benefits from cost savings or synergies of Oclaro and Avanex operating as a combined company or
for liabilities resulting from integration planning; severance, relocation or retention costs
related to employees of both companies; the costs of vacating certain leased facilities of either
company or other costs associated with exiting or transferring activities between companies that
would affect amounts in unaudited pro forma condensed combined statement of operations. Certain
reclassifications have been made so that historical amounts included in Avanexs financial
statements conform to Oclaros presentation.
OCLARO, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED JUNE 27, 2009
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED JUNE 27, 2009
Historical | Pro Forma | Pro Forma | ||||||||||||||
Oclaro | Avanex (A) | Adjustments | Combined | |||||||||||||
(Thousands, except per share data) | ||||||||||||||||
Revenues |
$ | 210,923 | $ | 117,935 | $ | (1,723 | )(1) | $ | 327,135 | |||||||
Cost of revenues |
164,425 | 104,882 | (1,886 | )(2) | 267,421 | |||||||||||
Gross margin |
46,498 | 13,053 | 163 | 59,714 | ||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
26,147 | 20,284 | (631 | )(3) | 45,800 | |||||||||||
Selling, general and administrative |
34,899 | 30,907 | (1,422 | )(3) | 64,384 | |||||||||||
Amortization of intangible assets |
487 | 107 | (107 | )(4) | 487 | |||||||||||
Restructuring and severance charges |
6,826 | 3,199 | | 10,025 | ||||||||||||
Legal settlements |
3,829 | | | 3,829 | ||||||||||||
Impairment of goodwill and
intangibles |
9,133 | 9,615 | (9,615 | )(5) | 9,133 | |||||||||||
Loss on sale of property and
equipment |
(12 | ) | 18 | | 6 | |||||||||||
Total operating expenses |
81,309 | 64,130 | (11,775 | ) | 133,664 | |||||||||||
Operating loss |
(34,811 | ) | (51,077 | ) | 11,938 | (73,950 | ) | |||||||||
Other income (expense), net |
10,441 | 963 | (27 | )(6) | 11,377 | |||||||||||
Loss before income taxes |
(24,370 | ) | (50,114 | ) | 11,911 | (62,573 | ) | |||||||||
Income tax provision (benefit) |
1,399 | (786 | ) | | 613 | |||||||||||
Loss from continuing operations |
(25,769 | ) | (49,328 | ) | 11,911 | (63,186 | ) | |||||||||
Loss from discontinued operations, net of tax |
(6,387 | ) | | | (6,387 | ) | ||||||||||
Net loss |
(32,156 | ) | (49,328 | ) | 11,911 | (69,573 | ) | |||||||||
Net loss per share (basic and diluted) (B) |
$ | (1.40 | ) | $ | (1.88 | ) | ||||||||||
Shares used in computing net loss per share (B) (basic and
diluted) |
22,969 | 37,098 |
(A) | The statement of operations for Avanex is for the approximately ten-month period ended April 27, 2009, the date the merger was completed. | |
(B) | On April 14, 2010, the Company announced that its Board of Directors had approved a 1-for-5 reverse split of its common stock, pursuant to previously obtained stockholder authorization. This reverse stock split became effective at 6:00 p.m., Eastern Time, on April 29, 2010. All share and per share amounts presented herein are reflected on a post-split basis. |
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
1. Basis of Presentation
On April 27, 2009, Oclaro, Inc. (formerly Bookham, Inc., and referred to herein as Oclaro or
the Company) completed a merger of merger sub, a wholly-owned subsidiary of Oclaro with Avanex
Corporation (Avanex). The merger was accounted for under the purchase method of accounting.
2. Pro Forma Adjustments
Pro forma adjustments have been made to reflect the consideration paid, to adjust amounts
related to the net tangible assets of Avanex to their fair values, to eliminate transactions
between Bookham and Avanex and to reflect changes in depreciation and amortization expense
resulting from the fair value adjustments to net tangible and intangible assets.
The following pro forma adjustments are included in the unaudited pro forma condensed combined
statement of operations:
(1) | To eliminate revenues related to product sales by Oclaro to Avanex and technology royalties received by Avanex from Oclaro. | ||
(2) | To eliminate cost of revenues related to product sales by Oclaro to Avanex, expenses for technology royalties payable by Oclaro to Avanex and to reverse depreciation of property and equipment by Avanex based on the fair value of acquired property and equipment. | ||
(3) | To reverse depreciation of property and equipment by Avanex based on the fair value of acquired property and equipment. | ||
(4) | To reverse amortization of intangible assets from acquisitions previously consummated by Avanex. | ||
(5) | To reverse impairment of goodwill and intangible assets by Avanex from acquisitions previously consummated by Avanex. | ||
(6) | To record a reduction in investment income resulting from the reduced cash balance after payments to effect the merger. |
3. Pro Forma Net Loss Per Share
The pro forma basic and diluted net loss per share amounts presented in Oclaros unaudited pro
forma condensed combined statement of operations are based upon the weighted-average number of
shares of Oclaro common stock outstanding and have been adjusted for the number of shares issued to
Avanex shareholders in the merger. On April 14, 2010, the Company announced that its Board of
Directors had approved a 1-for-5 reverse split of its common stock, pursuant to previously obtained
stockholder authorization. This reverse stock split became effective at 6:00 p.m., Eastern Time,
on April 29, 2010. Shares presented herein are reflected on a post-split basis.
Year Ended | ||||
June 27 ,2009 | ||||
(Thousands) | ||||
Weighted-average shares used in computing Oclaro net loss
per share (basic and diluted) |
22,969 | |||
Weighted-average effect of issuance of 17,030 Oclaro shares
(85,152 pre-split) to Avanex shareholders |
14,129 | |||
Pro forma weighted-average shares used in computing net loss
per share (basic and diluted) |
37,098 | |||