- Year-over-year growth of products for 400G and above
applications exceeded 70% to $148 million
- Growth of 18% over the same quarter last year despite supply
chain shortages
- Three Cloud and data center switch design wins for 400ZR DCO
modules
- Proposed merger agreement with Lumentum approved by
stockholders; transaction expected to close in the second half of
2022
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
- Revenue of $80.6 million was up 18% year-over-year on growth in
400G and above capable products and down 3.7% quarter-over-quarter.
Supply chain shortages negatively impacted revenue by $15 million
in the fourth quarter.
- Gross margin was 25.6%, up 2.9 percentage points year-over year
on better utilization and down from 28.4% in the prior quarter due
to supply chain constraints.
- Non-GAAP gross margin was 26.6%, down from 29.4% in the prior
quarter. The fourth quarter gross margin includes $2.5 million, or
3.1 percentage points, of incremental costs related to purchasing
product on the spot buy market to help ensure supply for 2022.
- Operating expense was $29.7 million, an increase of $4.6
million from Q3’21 on acquisition related charges and higher stock
compensation expense.
- Non-GAAP operating expense of $23.3 million was flat to
Q3’21.
- Operating income was a loss of $9.1 million, compared to a loss
of $7.9 million in Q4’20. The results in Q4’20 included gains of $4
million for a legal settlement and sale of assets.
- Non-GAAP operating income was a loss of $1.8 million, compared
to a loss of $6.9 million in Q4’20 and a profit of $1.3 million in
the prior quarter. The lower operating income was the result of
lower revenue and increased costs, both due to supply chain
constraints.
- Foreign Exchange negatively impacted Q4’21 results by $1.0
million.
- Net loss per share was $0.20, compared to net loss of $0.23 a
year ago and a loss of $0.04 per share in the prior quarter.
- Non-GAAP net loss per share was $0.06, compared to a Non-GAAP
loss per share of $0.14 a year ago and a Non-GAAP net earnings per
share of $0.01 in the prior quarter.
- Adjusted EBITDA was $2.3 million, down from $6.7 million in the
prior quarter
- As of December 31, 2021, cash and cash equivalents, short-term
investments and restricted cash totaled $106 million, up
approximately $1.0 million from Q3’21.
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
- Revenue of $290.3 million was down 22% year-over-year as we
replace the revenue base of our largest customer in 2020. Revenue
from customers excluding Huawei increased 17% year-over-year.
- Gross margin was 23.3%, down 4.5 percentage points year-over
year on lower factory utilization.
- Non-GAAP gross margin was 25.4%, down from 31.3% in the prior
year.
- Operating expense was $105.4 million, an increase of $5.9
million on the lack of the gains in 2020 for litigation and asset
sales, and 2021 acquisition related charges.
- Non-GAAP operating expense of $92.4 million was approximately
flat to the prior year.
- Operating loss was $37.8 million, compared to a gain of $3.6
million in 2020 reflecting lower revenue and lower factory
utilization in 2021.
- Non-GAAP operating income was a loss of $18.6 million, compared
to a profit of $23.9 million in the prior year.
- Net loss per share was $0.78, compared to net loss per share of
$0.09 in the prior year.
- Non-GAAP net loss per share was $0.41, compared to a Non-GAAP
earnings per share of $0.31 in the prior year.
- Adjusted EBITDA was $2.9 million, down from $43.3 million in
the prior year.
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
- Products capable of use for 400G and above applications were
51% of revenue in 2021.
- We announced General Availability of our 400ZR QSFP-DD and OSFP
compact coherent transceiver modules.
- We achieved three Cloud and data center switch design wins for
400ZR DCO modules.
- We announced that we have shipped more than two million
ultra-pure light tunable lasers, cumulatively.
- We announced 400Gbps transmission over 1500 km by our CFP2-DCO
transceiver module.
- 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.
Supply Chain Impacts
- Due to supply chain impacts, our fourth quarter revenue was
approximately $15 million lower than it would have been without
such constraints.
- Supply chain impacts in the quarter were primarily shortages of
analog and power semiconductors.
- The Company expects such impacts to continue for at least the
next two quarters.
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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