Bookham Inc Reports Operating Results (10-Q)

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May 08, 2009
Bookham Inc (BKHM, Financial) filed Quarterly Report for the period ended 2009-03-28.

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 $56.5 million; its shares were traded at around $0.56 with and P/S ratio of 0.2.

Highlight of Business Operations:

On January 27, 2009, we announced that we had entered into a definitive agreement to merge with Avanex Corporation (Avanex). On April 27, 2009, we consummated the combination with Avanex through the merger of Avanex with a wholly-owned subsidiary following approval by the stockholders of both companies. Under the terms of the merger agreement, Avanex stockholders received, at a fixed exchange ratio, 5.426 shares of our common stock for every share of Avanex common stock they owned on April 27, 2009. We issued 85,152,166 shares of our common stock for all of the outstanding shares of Avanex on April 27, 2009. Our stockholders immediately before April 27, 2009 now own, following the merger, approximately 54.2 percent and Avanexs stockholders now own approximately 45.8 percent of the combined company. The combination is intended to qualify as a tax-free reorganization for federal income tax purposes. We will account for this acquisition under the purchase method and the results of operations of Avanex (beginning with the closing date of the acquisition) and the estimated fair value of assets acquired and liabilities assumed will be included in our consolidated financial statements beginning in the fourth quarter of fiscal 2009. For accounting purposes, the fair value of the consideration paid to Avanex stockholders was $31.8 million, based on a price of $0.3731 per share of Oclaro common stock, which is the weighted-average of the closing market prices of Oclaros common stock for a period beginning two days before and ending two days after January 27, 2009.

In the three months ended December 27, 2008, we issued billings of (i) $4.1 million for products that were shipped to Nortel, 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 for which payment may not be received as a result of the Nortel bankruptcy filing. As a result, an aggregate of $5.4 million in revenue was not recognized as revenues or accounts receivable in the condensed consolidated financial statements at the time of such billings, and such amounts were therefore deferred as

In the third quarter of fiscal 2009, we recognized revenues of $1.9 million from these customers upon receipt of payment for billings which had been previously deferred. This increased our revenues and gross margin and decreased our net loss for the three months ended March 28, 2009 by $1.9 million each. This also increased our gross margin rate for the three months ended March 28, 2009 by approximately 3.2 percentage points. For the nine months ended March 28, 2009, net revenue deferrals to these customers reduced our revenues and gross margin and increased our net loss by $3.5 million each. This also decreased our gross margin rate for the nine months ended March 28, 2009 by approximately 1.6 percentage points.

We determined, in our preliminary first step goodwill impairment analysis, that our goodwill in the New Focus and Avalon reporting units was in fact impaired. Based upon preliminary calculations, we previously recorded $7.9 million for the impairment loss in our statement of operations for the three months ended December 27, 2008 as we concluded in the second quarter that the loss was probable and that the amount of loss was reasonably determinable. During the third quarter ended March 28, 2009, we completed our full evaluation of the second step impairment analysis, which indicated that the goodwill of $7.9 million was fully impaired. The impairment will not result in any current or future cash expenditures.

During the third quarter, in conjunction with our full evaluation of the second step goodwill impairment analysis, we also evaluated the fair value of the intangible assets of these two reporting units, in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Based on this testing, we have determined that the intangibles of our New Focus reporting unit were impaired by $2.8 million and that the intangibles of our Avalon reporting unit were impaired by $1.2 million. We recorded $4.0 million for the impairment loss related to these intangibles in our statements of operations for the third quarter. At March 28, 2009, remaining intangible assets subject to the amortization provisions of SFAS No. 142, net of accumulated amortization and impairment charges, were $1.8 million.

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