Bookham Inc Reports Operating Results (10-Q)

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Feb 06, 2009
Bookham Inc (BKHM, Financial) filed Quarterly Report for the period ended 2008-12-27.

Bookham Inc. is a global leader in the design manufacture and marketing of optical components modules and subsystems. The company's optical components modules and subsystems are used in various applications and industries including telecommunications data communications aerospace industrial and military. The company has acquired the optical components businesses from Nortel Networks and Marconi as well as Ignis Optics Inc. the business of Cierra Photonics Inc. New Focus Inc. and Onetta Inc. The company has manufacturing facilities in the UK US Canada China and Switzerland; and offices in the US UK Canada France and Italy and employs approximately two thousand people worldwide. Bookham Inc has a market cap of $40.48 million; its shares were traded at around $0.36 with and P/S ratio of 0.17.

Highlight of Business Operations:

On January 27, 2009, we announced that we had entered into a definitive agreement to merge with Avanex Corporation (Avanex). In connection with the merger, which is subject to customary closing conditions, including shareholder approval by both companies, Avanex shareholders will receive, at a fixed exchange ratio, 5.426 shares of our common stock for every share of Avanex common stock. We expect to issue approximately 88.6 million shares of our common stock in the proposed transaction. Upon the close of the transaction, our shareholders will own approximately 53.25 percent and Avanex shareholders will own approximately 46.75 percent of the combined company. Based on the closing price of our common stock of $0.397 per share on January 27, 2009, the total consideration to be paid to Avanex shareholders would be equivalent to $35.2 million or $2.15 per share of Avanex common stock. If the merger is completed, we expect that we will incur an aggregate of approximately $7.0 million in restructuring expenses, which we anticipate will be offset by $7.0 million in quarterly cost savings, which are expected to be realized in full at the end of the first twelve months after the deal closes, as a result of the merger. The merger is expected to be completed within the next three to six months.

In the three months ended December 27, 2008, we issued billings of (i) $4.1 million for products that were shipped to Nortel Networks, but for which payment was not received prior to its bankruptcy filing on January 14, 2009 and (ii) $1.3 million for products that were shipped to a contract manufacturer to Nortel Networks for which payment may not be received as a result of the Nortel Networks bankruptcy filing. As a result, an aggregate of $5.4 million in revenue was not recognized as revenues or accounts receivable in the accompanying condensed consolidated financial statements at the time of such billings, and such amounts were therefore deferred as we determined that such amounts were not reasonably assured of collectability in accordance with our revenue recognition policy. The corresponding costs associated with these billings for the second quarter of fiscal 2009 are fully included in costs of revenues in the condensed consolidated financial statements, which are included elsewhere in this Quarterly Report on Form 10-Q, as title to the products passed to the customer upon shipment or delivery, depending on the terms of the individual sale. Accordingly, revenue deferrals for the second quarter of fiscal 2009 to financially distressed customers reduced revenues and gross margin and increased net loss by $5.4 million, and decreased our gross margin rate by approximately 8 percentage points. To the extent that collectability becomes reasonably assured for these deferred billings in future periods, our future results will benefit from the recognition of these amounts.

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