Avanex Announces Fourth Quarter and Fiscal Year 2005 Financial Results

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     Continued Improvement in Gross Margin and Lower Operating Expenses

    FREMONT, Calif., Aug. 25 - Avanex Corporation (Nasdaq: AVNX), a pioneer of intelligent photonic solutions that enable next- generation optical networks, today reported financial results for its fourth fiscal quarter and fiscal year ended June 30, 2005.

    Net revenue in the fourth fiscal quarter was $42.4 million, up 5 percent from net revenue in the third fiscal quarter and up 33 percent from net revenue in the fourth quarter of the prior fiscal year.

    The company reported a net loss of $43.2 million, or ($0.30) per share, in the fourth quarter, compared with a net loss of $18.9 million, or ($0.13) per share in the prior quarter and a net loss of $21.6 million, or ($0.15) per share in the fourth quarter of the prior fiscal year. Excluding certain items, non-GAAP net loss for the fourth quarter of fiscal 2005 was $16.0 million, or ($0.11) per share. The non-GAAP net loss excludes a previously disclosed restructuring charge primarily related to the company's French operations of $21.4 million, a $4.4 million write-off of a long-term investment, and other items totaling $1.4 million. The non-GAAP net loss, with the same adjustments, improved by approximately $2.0 million from the third fiscal quarter due to gross margin improvements and lower operating expenses.(1)

    Fiscal year 2005 net revenue was $160.4 million, an increase of $53.5 million, or 50 percent over the prior year. The net loss for fiscal 2005 was $108.8 million, or ($0.75) per share. This compares with a net loss of $124.1 million, or ($0.95) per share in fiscal 2004.

    "We are pleased with our overall progress in this quarter of substantial restructuring," said Jo Major, president and CEO of Avanex. "We increased revenues sequentially while implementing many of our cost structure improvement programs. In addition, we achieved strong production revenue from new design wins and had a high level of design activity. We look forward to these wins contributing to revenue growth in the next two to three quarters.

    "We continue to make progress toward our goal of profitability with improvements in gross margin and reduced operating expenses, and we expect substantial further improvements in our overall financial performance as we begin to realize the benefits of our restructuring programs," Major said.

    Path to Profitability: $15 million of quarterly savings

    The company's plans to shift manufacturing and development to its Asian centers in Thailand and China are being implemented on schedule. The restructuring initiatives announced since December 2004, which are on plan to be substantially completed by Jan. 1, 2006, are expected to result in a quarterly spending reduction of $10.0 million, primarily improving cost of goods sold. The company believes that the simplified operating structure will allow it to achieve an additional $5.0 million of quarterly savings, primarily from operating expenses, by April 1, 2006.

    Fiscal Fourth Quarter Highlights

    -- Revenue increased 33 percent from Q4 FY 2004 to Q4 FY 2005

    -- Gross margin improved 15 percentage points from Q4 FY 2004 to Q4 FY

     2005

    -- Achieved strong production revenue from new design wins

    -- Shanghai Development Center produced its first circuit pack design win

     with a major North American OEM, generating approximately $1.8 million

     in revenues in the fourth fiscal quarter and significant bookings for

     upcoming quarters

    -- Issued $35 million in a senior convertible notes offering

    -- Operations Center in Thailand became fully operational

    Q1 FY 2006 Outlook

    Revenue is expected to be in the range of $40 million to $44 million, impacted somewhat by the seasonal slowdown in Europe, where customer penetration is strong.

    SOX 404 Compliance

    Initial Sarbanes-Oxley 404 testing is now substantially complete and to date has identified material weaknesses in the Company's French subsidiary, which is being downsized from a manufacturing site to a development center. SOX 404 evaluation by the company and its auditors will be complete by the submission of the company's annual report on Form 10-K for the fiscal year ended June 30, 2005.

    Conference Call

    Avanex will host a conference call today, Aug. 25, 2005, at 4:30 p.m. EDT. The number for the conference call is 210-835-2510, and the password is "Photonics." To listen via the Internet, please log on to http://www.avanex.com. A replay of the conference call will be available until Sept. 1, 2005 at 402-220-3857, and available at http://www.avanex.com under "Investors/Audio Archives."

    About Avanex

    Avanex Corporation is a leading global provider of Intelligent Photonic Solutions(TM) to meet the needs of fiber optic communications networks for greater capacity, longer distance transmissions, improved connectivity, higher speeds and lower costs. These solutions enable or enhance optical wavelength multiplexing, dispersion compensation, switching and routing, transmission, amplification, and include network-managed subsystems. Avanex was incorporated in 1997 and is headquartered in Fremont, Calif. Avanex also maintains facilities in Erwin Park, N.Y.; Shanghai, China; Nozay, France; San Donato, Italy; and Bangkok, Thailand. The facilities also are home to Avanex's Centers of Excellence for specialized research and manufacturing. To learn more about Avanex, visit our Web site at: http://www.avanex.com.

    Forward-looking Statements

    This press release contains forward-looking statements including forward- looking statements regarding cost reduction and restructuring measures, improvements in R&D effectiveness, the transfer of manufacturing operations to lower cost regions, expected first fiscal quarter revenues and revenue growth, expected operating performance results, the company's competitive position, Sarbanes-Oxley 404 testing, product development efforts and changes in the market for the company's products. Actual results could differ materially from those projected in or contemplated by the forward-looking statements. Factors that could cause actual results to differ include general economic conditions, the pace of spending and timing of economic recovery in the telecommunications industry and in particular the optical networks industry, the company's inability to sufficiently anticipate market needs and develop products and product enhancements that achieve market acceptance, problems or delays in integrating the businesses acquired from Alcatel, Corning and Vitesse Semiconductor, or in reducing the cost structure of the combined company, the company's inability to achieve the anticipated benefits of the acquired businesses, to effect its restructuring goals or to successfully transfer manufacturing operations to lower cost regions, any slowdown or deferral of new orders for products, higher than anticipated expenses the company may incur in future quarters or the inability to identify expenses which can be eliminated. Because the company and its auditors have not yet concluded SOX 404 testing and evaluation, and because the assessment of internal control over financial reporting requires the company to make subjective judgments, it is possible that additional material weaknesses may be identified. In addition, please refer to the risk factors contained in the company's SEC filings including the company's Annual Report on Form 10-K filed with the SEC on September 13, 2005, and the company's Quarterly Report on Form 10-Q filed with the SEC on May 10, 2005.

    Avanex assumes no obligation and does not intend to update any forward- looking statements, whether as a result of new information, future events or otherwise.

    (1) Details on the items excluded from non-GAAP net loss and non-GAAP net loss per share are available in the table entitled "Reconciliation of GAAP Net Loss to Non-GAAP Net Loss" following the accompanying financial statements.

     AVANEX CORPORATION

     Condensed Consolidated Balance Sheets

     (In thousands)

     (Unaudited)

     June 30, June 30,

     2005 2004

    Assets

    Current assets:

     Cash and cash equivalents $26,659 $21,637

     Short-term investments 30,355 67,453

     Accounts receivable, net 25,409 16,610

     Inventories 36,468 39,003

     Due from related parties 15,357 14,599

     Other current assets 20,418 15,678

     Total current assets 154,666 174,980

    Long-term investments 16,689 55,145

    Property and equipment, net 8,612 13,977

    Intangibles, net 8,824 14,400

    Goodwill 9,408 9,408

    Other assets 1,763 7,286

     Total assets $199,962 $275,196

    Liabilities and stockholders' equity

    Current liabilities:

     Short-term borrowings $-- $3,723

     Accounts payable 29,704 26,508

     Accrued compensation and related expenses 10,741 11,239

     Warranty 5,780 6,125

     Due to related parties 1,549 2,609

     Other accrued expenses and deferred revenue 10,374 13,531

     Current portion of other long-term obligations 2,910 3,968

     Current portion of restructuring accruals 32,240 23,473

     Total current liabilities 93,298 91,176

    Restructuring accruals 14,137 15,191

    Other long-term obligations 39,157 11,365

     Total liabilities $146,592 $117,732

    Stockholders' equity:

     Common stock 145 143

     Additional paid-in capital 667,922 663,798

     Deferred compensation (353) (596)

     Unrealized (loss) on investments (483) --

     Cumulative translation adjustment 5,963 5,193

     Accumulated deficit (619,824) (511,074)

     Total stockholders' equity 53,370 157,464

     Total liabilities and stockholders' equity $199,962 $275,196

     AVANEX CORPORATION

     Condensed Consolidated Statements of Operations

     (In thousands, except per share data)

     Three Three Three

     Months Months Months Fiscal Fiscal

     Ended Ended Ended Year Year

     June 30, June 30, March 31, June 30, June 30,

     2005 2004 2005 2005 2004

     GAAP GAAP GAAP GAAP GAAP

    Net revenue $42,423 $31,869 $40,317 $160,406 $106,932

    Cost of revenue 42,807 37,064 41,386 165,239 133,259

    Gross profit (loss) (384) (5,195) (1,069) (4,833) (26,327)

    Operating expenses:

     Research and development 8,179 10,594 8,663 33,124 42,107

     Sales and marketing 3,747 5,020 4,163 16,803 19,808

     General and

     administrative 4,327 5,352 4,386 17,458 24,246

     Gain (loss) on sale of

     equipment 36 -- (410) (1,850) --

     Amortization of

     intangibles 1,862 1,271 1,242 5,585 4,573

     Merger Costs -- -- -- 300 472

     Restructuring charges

     (recovery) 21,429 (4,792) 14 29,472 3,779

     Total operating

     expenses 39,580 17,445 18,058 100,892 94,985

    Income (loss) from

     operations (39,964) (22,640) (19,127) (105,725) (121,312)

    Other income (expenses),

     net (3,228) 1,020 241 (3,026) 3,299

    Loss from continuing

     operations before

     discontinued operations (43,192) (21,620) (18,886) (108,751) (118,013)

    Discontinued operations -- -- -- (6,054)

    Net loss $(43,192) $(21,620) $(18,886)$(108,751)$(124,067)

    Basic and diluted net loss

     per common share from

     continuing operations

     before discontinued

     operations $(0.30) $(0.15) $(0.13) $(0.75) $(0.90)

    Discontinued operations

     per share effect -- -- -- -- (0.05)

    Basic and diluted net loss

     per common share $(0.30) $(0.15) $(0.13) $(0.75) $(0.95)

    Weighted average shares

     used in computing basic

     and diluted net loss

     per common share 144,822 143,276 144,468 144,253 130,561

     AVANEX CORPORATION

     RECONCILIATION OF GAAP NET LOSS TO NON-GAAP MEASURES

     (In thousands, except per share data)

     (Unaudited)

     Three

     Months

     Year Ended Three Months Ended Ended

     June 30, June 30, March 31,

     2005 2005 2004 2005

     Net loss, GAAP: $(108,751) $(43,192) $(21,620) $(18,886)

     Adjustments:

     Interest (income)

     expense, net (1,689) (466) (517) (340)

     Amortization of intangibles 5,585 1,862 1,271 1,242

     Restructuring charges

     (recovery) 29,472 21,429 (4,792) 14

     Write-off of long-term

     investment 4,400 4,400 -- --

     Net loss, Non-GAAP: $(70,983) $(15,967) $(25,658) $(17,970)

     Net Loss, GAAP per common share

     basic and diluted (0.75) (0.30) (0.15) (0.13)

     Net Loss, Non-GAAP per common

     share basic and diluted (0.49) (0.11) (0.18) (0.12)

     Weighted average shares used in

     computing basic and diluted

     net loss per common share 144,253 144,822 143,276 144,468
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