Press Releases Home Press Releases Overview Company History Technology Careers Sustainability Locations News & Events Press Releases NeoPhotonics Reports Third Quarter 2021 Financial Results Separately, NeoPhotonics and Lumentum Holdings Inc jointly announced a definitive agreement under which Lumentum would acquire NeoPhotonics for $16.00 per share in cash NeoPhotonics cancels today’s regular conference call to discuss third quarter results SAN JOSE, Calif.--(BUSINESS WIRE)--Nov. 4, 2021-- 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 third quarter of 2021. “With our very strong performance in the third quarter, we have returned to operating profit on a non-GAAP basis, as we forecasted one year ago. Operating income on a GAAP basis was a loss of $1.3 million, a substantial improvement over our second quarter. Our accelerated growth has been driven by products for 400G and above applications, including the initial ramp of 400ZR and related products, adding to our 400G and above suite,” said Tim Jenks, Chairman and CEO of NeoPhotonics. Third Quarter 2021 Summary Revenue at $83.7 million at the high end of range, up 29% quarter-over-quarter and down 18% year-over-year Gross margin was 28.4%, up from 15.2% in the prior quarter Non-GAAP gross margin was 29.4%, up from 21.7% in the prior quarter Operating income was a loss of $1.3 million, up from a loss of $16.3 million in the prior quarter. Non-GAAP operating income was positive $1.3 million, up from a loss of $10.3 million in the prior quarter Net loss per share was $0.04, compared to net loss of $0.34 per share in the prior quarter Non-GAAP net earnings per share was $0.01, compared to Non-GAAP net loss of $0.22 per share in the prior quarter Adjusted EBITDA was $6.7 million, up from a negative $5.4 million in the prior quarter Product Milestones Products capable of use for 400G and above applications were 50% of revenue We announced that we have shipped more than two million tunable lasers cumulatively, used in the majority of the total coherent ports delivered since their inception a decade ago. We announced a new frequency modulated continuous wave laser (FMCW). This laser, together with a high power semiconductor optical amplifier, or SOA, is used in coherent LIDAR applications for autonomous vehicles and for precision industrial instruments. As of September 30, 2021, cash and cash equivalents, short-term investments and restricted cash totaled $105 million. Free Cash Flow was ($3.6) million. Cash from operations was $0.1 million, including a $4.4 million increase in inventory to buffer the supply chain. Capital purchases were $3.7 million. We drew down $15 million of debt from one of our China credit facilities. Non-GAAP results in the third quarter of 2021 exclude $2.2 million of stock-based compensation and $0.4 million of accelerated depreciation, 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. Related Announcement and Conference Calls In a separate press release issued today, Lumentum Holdings Inc. and NeoPhotonics (NYSE: NPTN) jointly announced that they have entered into a definitive agreement under which Lumentum will acquire all outstanding shares of NeoPhotonics in an all-cash transaction of $16.00 per share, giving a fully diluted equity value of approximately $918 million. A copy of the press release can be found on the Company’s investor relations website https://ir.neophotonics.com/. Because of the announced transaction, NeoPhotonics’ earnings call scheduled for November 4, 2021 at 4:30 pm EDT will no longer take place. Lumentum will host a conference call today, November 4, 2021, at 5:30 am PT/8:30 am ET to discuss the announced transaction. Information about today's call and the related transaction announcement is available on the Lumentum website at http://investor.lumentum.com. 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. Conference Call The Company will not be hosting a conference call today. 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. 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, (ii) plans, objectives and intentions with respect to future operations, customers and the market, and (iii) the expected impact of the proposed transaction on the business of the parties. 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 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; 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. Additional Information and Where to Find It This communication is being made in respect of a proposed business combination involving Lumentum and NeoPhotonics. NeoPhotonics will file relevant materials with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction, including a proxy statement on Schedule 14A. Under the proposed terms, promptly after filing its proxy statement with the SEC, NeoPhotonics will mail or otherwise make available the proxy statement and a proxy card to each stockholder entitled to vote at the annual meeting relating to the proposed transaction. NEOPHOTONICS STOCKHOLDERS AND OTHER INVESTORS ARE ADVISED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN RESPECT OF THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. LUMENTUM AND NEOPHOTONICS URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain these materials (when they are available and filed) free of charge at the SEC’s website, www.sec.gov. Copies of documents filed with the SEC by Lumentum (when they become available) may be obtained free of charge on Lumentum’s website at www.lumentum.com or by contacting Lumentum’s Investor Relations Department at investor.relations@lumentum.com. Copies of documents filed with the SEC by NeoPhotonics (when they become available) may be obtained free of charge on NeoPhotonics’ website at https://ir.NeoPhotonics.com/ by contacting NeoPhotonics’ Investor Relations at ir@NeoPhotonics.com. Participants in the Solicitation The directors and executive officers of NeoPhotonics may be deemed to be participants in the solicitation of proxies from the stockholders of NeoPhotonics in connection with the proposed transaction. Information regarding the interests of these directors and executive officers in the transaction described herein will be included in the proxy statement described above. Additional information regarding NeoPhotonics’ directors and executive officers is also included in NeoPhotonics’ proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 16, 2021. These documents are available free of charge as described in the preceding paragraph. ©2021 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 Sep. 30, 2021 Dec. 31, 2020 ASSETS Current assets: Cash and cash equivalents $ 76,578 $ 95,117 Short-term investments 27,674 27,669 Restricted cash 495 489 Accounts receivable, net 57,901 45,232 Inventories 48,663 46,901 Prepaid expenses and other current assets 18,673 20,173 Total current assets 229,984 235,581 Property, plant and equipment, net 57,134 66,765 Operating lease right-of-use assets 13,922 13,823 Purchased intangible assets, net 985 1,468 Goodwill 1,115 1,115 Other long-term assets 5,159 4,912 Total assets $ 308,299 $ 323,664 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 59,303 $ 43,539 Short-term borrowing, net 14,822 — Current portion of long-term debt 3,015 3,232 Accrued and other current liabilities 24,983 42,053 Total current liabilities 102,123 88,824 Long-term debt, net of current portion 26,570 30,327 Operating lease liabilities, noncurrent 14,150 14,522 Other noncurrent liabilities 8,315 9,584 Total liabilities 151,158 143,257 Stockholders’ equity: Common stock 132 126 Additional paid-in capital 604,727 597,460 Accumulated other comprehensive income 1,180 1,735 Accumulated deficit (448,898 ) (418,914 ) Total stockholders’ equity 157,141 180,407 Total liabilities and stockholders’ equity $ 308,299 $ 323,664 NeoPhotonics Corporation Condensed Consolidated Statements of Operations (Unaudited) (In thousands, except percentages and per share data) Three Months Ended Nine Months Ended Sep. 30, 2021 Jun. 30, 2021 Sep. 30, 2020 Sep. 30, 2021 Sep. 30, 2020 Revenue $ 83,742 $ 65,010 $ 102,398 $ 209,677 $ 302,970 Cost of goods sold (1) 59,968 55,135 77,994 162,689 215,338 Gross profit 23,774 9,875 24,404 46,988 87,632 Gross margin 28.4 % 15.2 % 23.8 % 22.4 % 28.9 % Operating expenses: Research and development (1) 13,875 15,410 15,276 42,383 40,849 Sales and marketing (1) 3,498 3,362 3,692 10,725 11,630 General and administrative (1) 7,719 7,398 7,758 22,411 23,350 Acquisition and asset sale related costs (recoveries) 28 (36 ) 87 155 219 Restructuring charges (recoveries) (12 ) 22 141 10 141 Total operating expenses 25,108 26,156 26,954 75,684 76,189 Income (loss) from operations (1,334 ) (16,281 ) (2,550 ) (28,696 ) 11,443 Interest income 94 140 21 339 141 Interest expense (207 ) (220 ) (263 ) (654 ) (942 ) Other income (expense), net 43 (880 ) (3,317 ) 306 (2,314 ) Total interest and other expense, net (70 ) (960 ) (3,559 ) (9 ) (3,115 ) Income (loss) before income taxes (1,404 ) (17,241 ) (6,109 ) (28,705 ) 8,328 Income tax provision (benefit) (456 ) (192 ) 1,206 (1,279 ) (1,199 ) Net income (loss) $ (1,860 ) $ (17,433 ) $ (4,903 ) $ (29,984 ) $ 7,129 Basic net income (loss) per share $ (0.04 ) $ (0.34 ) $ (0.10 ) $ (0.58 ) $ 0.14 Diluted net income (loss) per share $ (0.04 ) $ (0.34 ) $ (0.10 ) $ (0.58 ) $ 0.14 Weighted average shares used to compute basic net income (loss) per share 52,427 51,634 49,936 51,599 49,212 Weighted average shares used to compute diluted net income (loss) per share 52,427 51,634 49,936 51,599 51,411 (1) Includes stock-based compensation expense as follows for the periods presented: Cost of goods sold $ 403 $ 572 $ 607 $ 1,523 $ 1,765 Research and development 565 744 748 2,171 2,505 Sales and marketing 353 261 565 1,168 1,833 General and administrative 873 763 853 2,949 2,975 Total stock-based compensation expense $ 2,194 $ 2,340 $ 2,773 $ 7,811 $ 9,078 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 Nine Months Ended Sep. 30, 2021 Jun. 30, 2021 Sep. 30, 2020 Sep. 30, 2021 Sep. 30, 2020 NON-GAAP GROSS PROFIT: GAAP gross profit $ 23,774 $ 9,875 $ 24,404 $ 46,988 $ 87,632 Stock-based compensation expense 403 572 607 1,523 1,765 Amortization of purchased intangible assets 154 153 184 492 552 Depreciation of acquisition-related fixed asset step-up 2 3 (8 ) (1 ) (28 ) End-of-life related inventory write-down — 3,257 4,435 2,680 4,435 Accelerated depreciation 173 157 4,120 504 4,120 Restructuring charges 78 113 706 191 706 Non-GAAP gross profit $ 24,584 $ 14,130 $ 34,448 $ 52,377 $ 99,182 Non-GAAP gross margin as a % of revenue 29.4 % 21.7 % 33.6 % 25.0 % 32.7 % NON-GAAP TOTAL OPERATING EXPENSES: GAAP total operating expenses $ 25,108 $ 26,156 $ 26,954 $ 75,684 $ 76,189 Stock-based compensation expense (1,791 ) (1,768 ) (2,166 ) (6,288 ) (7,313 ) Depreciation of acquisition-related fixed asset step-up (19 ) (21 ) (28 ) (65 ) (85 ) Acquisition and asset sale related costs (recoveries) (28 ) 36 (87 ) (155 ) (219 ) Restructuring charges (recoveries) 12 (22 ) (141 ) (10 ) (141 ) Non-GAAP total operating expenses $ 23,282 $ 24,381 $ 24,532 $ 69,166 $ 68,431 Non-GAAP total operating expenses as a % of revenue 27.8 % 37.5 % 24.0 % 33.0 % 22.6 % NON-GAAP OPERATING INCOME (LOSS): GAAP income (loss) from operations $ (1,334 ) $ (16,281 ) $ (2,550 ) $ (28,696 ) $ 11,443 Stock-based compensation expense 2,194 2,340 2,773 7,811 9,078 Amortization of purchased intangible assets 154 153 184 492 552 Depreciation of acquisition-related fixed asset step-up 21 24 20 64 57 Acquisition and asset sale related costs (recoveries) 28 (36 ) 87 155 219 End-of-life related inventory write-down — 3,257 4,435 2,680 4,435 Accelerated depreciation 173 157 4,120 504 4,120 Restructuring charges 66 135 847 201 847 Non-GAAP income (loss) from operations $ 1,302 $ (10,251 ) $ 9,916 $ (16,789 ) $ 30,751 Non-GAAP operating margin as a % of revenue 1.6 % (15.8 )% 9.7 % (8.0 )% 10.1 % 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 Nine Months Ended Sep. 30, 2021 Jun. 30, 2021 Sep. 30, 2020 Sep. 30, 2021 Sep. 30, 2020 NON-GAAP NET INCOME (LOSS): GAAP net income (loss) $ (1,860 ) $ (17,433 ) $ (4,903 ) $ (29,984 ) $ 7,129 Stock-based compensation expense 2,194 2,340 2,773 7,811 9,078 Amortization of purchased intangible assets 154 153 184 492 552 Depreciation of acquisition-related fixed asset step-up 21 24 20 64 57 Acquisition and asset sale related costs (recoveries) 28 (36 ) 87 155 219 End-of-life related inventory write-down — 3,257 4,435 2,680 4,435 Accelerated depreciation 173 157 4,120 504 4,120 Restructuring charges 66 135 847 201 847 Income tax effect of Non-GAAP adjustments — (17 ) (1,327 ) (19 ) (2,461 ) Non-GAAP net income (loss) $ 776 $ (11,420 ) $ 6,236 $ (18,096 ) $ 23,976 Non-GAAP net income (loss) as a % of revenue 0.9 % (17.6 )% 6.1 % (8.6 )% 7.9 % ADJUSTED EBITDA: GAAP net income (loss) $ (1,860 ) $ (17,433 ) $ (4,903 ) $ (29,984 ) $ 7,129 Stock-based compensation expense 2,194 2,340 2,773 7,811 9,078 Amortization of purchased intangible assets 154 153 184 492 552 Depreciation of acquisition-related fixed asset step-up 21 24 20 64 57 Acquisition and asset sale related costs (recoveries) 28 (36 ) 87 155 219 End-of-life related inventory write-down — 3,257 4,435 2,680 4,435 Accelerated depreciation 173 157 4,120 504 4,120 Restructuring charges 66 135 847 201 847 Interest expense, net 113 80 242 315 801 Income tax provision (benefit) 456 191 (1,206 ) 1,279 1,199 Depreciation expense 5,380 5,771 6,479 17,154 19,366 Adjusted EBITDA $ 6,725 $ (5,361 ) $ 13,078 $ 671 $ 47,803 Adjusted EBITDA as a % of revenue 8.0 % (8.2 )% 12.8 % 0.3 % 15.8 % BASIC AND DILUTED NET INCOME (LOSS) PER SHARE: GAAP basic net income (loss) per share $ (0.04 ) $ (0.34 ) $ (0.10 ) $ (0.58 ) $ 0.14 GAAP diluted net income (loss) per share $ (0.04 ) $ (0.34 ) $ (0.10 ) $ (0.58 ) $ 0.14 Non-GAAP basic net income (loss) per share $ 0.01 $ (0.22 ) $ 0.12 $ (0.35 ) $ 0.49 Non-GAAP diluted net income (loss) per share $ 0.01 $ (0.22 ) $ 0.11 $ (0.35 ) $ 0.45 SHARES USED TO COMPUTE GAAP AND NON-GAAP BASIC NET INCOME (LOSS) PER SHARE 52,427 51,634 49,936 51,599 49,212 SHARES USED TO COMPUTE GAAP DILUTED NET INCOME (LOSS) PER SHARE 52,427 51,634 49,936 51,599 51,411 SHARES USED TO COMPUTE NON-GAAP DILUTED NET INCOME (LOSS) PER SHARE 55,971 51,634 54,385 51,599 53,730 View source version on businesswire.com: https://www.businesswire.com/news/home/20211104005570/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 Source: NeoPhotonics Corporation Solutions Coherent Communications Solutions Data Center Solutions Silicon Photonics Solutions Coherent 3D Sensing Solutions 5G Wireless Solutions Test and Measurement Solutions Products Coherent Components and Tunable Lasers Coherent Transceivers Wavelength Management Products Fixed Wavelength Lasers and High Speed Driver ICs Investors Financials Stock Information Investor Resources Corporate Governance Company 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