Finisar Corporation Files Form 10-K Report With Final Fiscal 2008 Financial Statements
SUNNYVALE, CA, Jun 30, 2008 (MARKET WIRE via COMTEX News Network) -- Finisar Corporation (NASDAQ: FNSR), a technology leader in gigabit fiber optic solutions for high-speed data networks, today announced that it has filed its annual report on Form 10-K for its fiscal year ended April 30, 2008 with the Securities and Exchange Commission. The Form 10-K includes the Company's final audited financial statements for the fiscal year.
The final audited financial statements include a non-cash impairment charge of $40.1 million related to goodwill associated with the Company's network performance test systems reporting unit. The goodwill had been recorded in fiscal 2000 through fiscal 2006 in connection with acquisitions of several businesses whose operations were included in the network performance test systems reporting unit. This charge was not included in the Company's preliminary unaudited financial results for the fourth quarter and fiscal year ended April 30, 2008 which it announced in a press release dated June 12, 2008.
The impairment charge was made in accordance with Statement of Accounting Standards 142, "Goodwill and Other Intangible Assets," which requires goodwill assets to be reviewed for impairment at least annually. If the carrying value of one of the Company's reporting units, including goodwill, exceeds the unit's fair value, a further analysis is required to be conducted to measure the amount, if any, of the impairment.
The Company performed its annual assessment of goodwill as of the first day of the fourth quarter of fiscal 2008. The assessment was completed in late June 2008, in connection with the closing of the Company's 2008 fiscal year and concluded that the carrying value of the network performance test systems reporting unit exceeded its fair value. This conclusion was based, among other things, on the assumed disposition of the Company's NetWisdom product line, which had been planned at the beginning of the fourth quarter. Accordingly, in late June 2008, the Company performed an additional analysis, as required by SAS 142, which indicated that an impairment loss was probable because the implied fair value of goodwill related to the network performance test systems reporting unit was zero. As a result, the Company recorded an estimated impairment charge of $40.1 million in the fourth quarter of fiscal 2008. The net after tax effect of the non-cash charge was to increase the Company's net loss from $36.4 million, or $.12 per share, as previously reported, to $76.4 million, or $.25 per share. The Company will complete its determination of the implied fair value of the affected goodwill during the first quarter of fiscal 2009, which could result in a revision of the estimated charge.
In addition to reporting the Company's preliminary financial results, the June 12 press release reported preliminary gross profit, net income and EBITDA information on a "non-GAAP" basis that excludes certain gains, losses and charges of a non-cash nature or which occur relatively infrequently and which management considers to be outside the Company's core operating results. As noted in the June 12 press release, these adjustments include the elimination of impairment charges associated with intangible assets. Accordingly, the Company's non-GAAP gross profits, net income and EBITDA, as previously reported, were unaffected by the non-cash impairment charge. A revised reconciliation of these non-GAAP measures to the comparable GAAP results contained in the Form 10-K is attached to this press release.
Finisar Corporation (NASDAQ: FNSR) is a global technology leader for fiber optic components and subsystems and network test and monitoring systems. These products enable high-speed voice, video and data communications for networking, storage and wireless applications over Local Area Networks (LANs), Storage Area Networks (SANs), and Metropolitan Area Networks (MANs) using Ethernet, Fibre Channel, IP, SAS, SATA and SONET/SDH protocols. The Company is headquartered in Sunnyvale, California, USA. More information can be found at www.finisar.com.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed combination of Finisar and Optium announced on May 16, 2008, Finisar plans to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and Optium plans to file with the SEC the same Joint Proxy Statement/Prospectus. The definitive Joint Proxy Statement/Prospectus will be mailed to the stockholders of Finisar and Optium after clearance with the SEC. Each company will also file with the SEC from time to time other documents relating to the proposed combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT IS FILED WITH THE SEC, AND OTHER DOCUMENTS FILED BY EITHER FINISAR OR OPTIUM WITH THE SEC RELATING TO THE PROPOSED COMBINATION WHEN THEY ARE FILED, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED COMBINATION.
Copies of the documents filed with the SEC by Finisar or Optium may be obtained free of charge from the SEC website maintained at www.sec.gov. In addition, Finisar's SEC filings may be obtained free of charge from Finisar's website (www.finisar.com) or by calling Finisar's Investor Relations department at 408-542-5050 and Optium's filings may be obtained free of charge from Optium's website (www.optium.com) or by calling Optium's Investor Relations department at 267-803-3801.
Each of Finisar and Optium, and its respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from that company's respective stockholders in connection with the proposed combination. Information about the directors and executive officers of Finisar (including their respective ownership of Finisar shares) is contained in Finisar's annual meeting proxy statement filed with the SEC on February 21, 2008 and available free of charge in the manner described above. Information about the directors and executive officers of Optium (including their respective ownership of Optium shares) is contained in Optium's annual meeting proxy statement filed with the SEC on November 13, 2007 and available free of charge in the manner described above. Additional information regarding the interests of such participants in the proposed combination will be included in the Joint Proxy Statement/Prospectus and the other documents filed by each company with the SEC relating to the proposed combination (when filed).
NON-GAAP FINANCIAL MEASURES
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, Finisar provides supplemental information regarding the Company's operating performance on a non-GAAP basis that excludes certain gains, losses and charges of a non-cash nature or which occur relatively infrequently and which management considers to be outside our core operating results. Management believes that tracking non-GAAP gross profit and non-GAAP net income provides both management and the investment community with valuable insight into our current operations, our ability to generate cash and the underlying business trends which are affecting our performance. These non-GAAP measures exclude the ongoing impact of historical business decisions made in different business and economic environments and are used by both management and our Board of Directors, along with the comparable GAAP information, in evaluating our current performance and planning our future business activities. In particular, management finds it useful to exclude non-cash charges in order to better correlate our operating activities with our ability to generate cash from operations and to exclude non-recurring and infrequently incurred cash charges as a means of more accurately predicting our liquidity requirements. We believe that these non-GAAP measures, when used in conjunction with our GAAP financial information, also allow investors to better evaluate our financial performance in comparison to other periods and to other companies in our industry.
In calculating non-GAAP gross profits, we have excluded the following items from cost of revenues in applicable periods:
-- Changes in excess and obsolete inventory reserve (predominantly non- cash charges or non-cash benefits); -- Amortization of acquired technology (non-cash charges related to technology obtained in acquisitions); -- Duplicative facility costs during facility move (non-recurring charges); -- Stock compensation expense (non-cash charges); -- Acquisition related compensation costs (non-recurring cash charges related to employee retention); -- Purchase accounting adjustment for sale of acquired inventory (non- cash and non-recurring charges); and -- Reduction in force costs (non-recurring charges).
In calculating non-GAAP net income, we have excluded the same items to the extent they are classified as operating expenses, and have also excluded the following items in applicable periods:
-- Options investigation costs included in G&A expense (non-recurring cash charges related to the special investigation into our historical stock option granting practices) and the cost of covering employee and employer tax liabilities (non-recurring cash charges) arising from that investigation recorded in each line of the income statement; -- Amortization of purchased intangibles (non-cash charges related to prior acquisitions); -- Impairment charges associated with intangible assets (non-cash and non- recurring); -- Amortization of discount on convertible debt (non-cash charges); -- Loss on debt extinguishment (non-recurring and non-cash charge); -- Gains and losses on sales of assets (non-recurring or non-cash losses and cash gains related to the periodic disposal of assets no longer required for current activities); -- Gains and losses on minority investments (infrequently occurring and principally non-cash gains and losses related to the disposal of investments in other companies and non-cash income or loss from these investments accounted for under the equity method); -- Tax charges arising from timing difference related to asset purchases (non-cash provision); and -- Cumulative effect of change in accounting principle (non-recurring and non-cash charges or income).
A reconciliation of this non-GAAP financial information to the corresponding GAAP information is set forth below:
Finisar Corporation Reconciliation of Results of Operations under GAAP and non-GAAP Three Twelve Months Months Three Months Ended Ended Ended ------------------ ------------------ -------- April April April April January 30, 2008 30, 2007 30, 2008 30, 2007 27, 2008 -------- -------- -------- -------- -------- (Unaudited, In thousands, except per share data) ------------------------------------------------ Reconciliation of GAAP Gross Profit to non-GAAP Gross Profit: Gross profit per GAAP 39,809 31,209 141,518 142,274 37,616 Gross margin, GAAP 32.9% 32.3% 32.2% 34.0% 33.4% Adjustments: Cost of revenues Change in excess and obsolete inventory reserve 3,021 2,570 9,375 8,841 1,587 Amortization of acquired technology 1,314 1,466 6,501 6,002 1,729 Duplicate facility costs during facility move 296 226 296 1,033 - Stock compensation 771 640 3,091 3,517 895 Acquisition related compensation 27 - 67 - 40 Costs related to options investigation - (6) 1,084 143 1,084 Purchase accounting adjustment for sale of acquired inventory - 262 1,306 262 - Reduction in force costs 9 - 346 - 145 -------- -------- -------- -------- -------- Total cost of revenue adjustments 5,438 5,158 22,066 19,798 5,480 Gross profit, non-GAAP 45,247 36,367 163,584 162,072 43,096 Gross margin, non-GAAP 37.4% 37.6% 37.2% 38.7% 38.2% Reconciliation of GAAP net income (loss) to non-GAAP net income (loss): Net loss per GAAP (48,706) (15,973) (76,434) (45,399) (10,637) Total cost of revenue adjustments 5,438 5,158 22,066 19,798 5,480 Research and development Reduction in force costs 12 - 40 - - Stock compensation 1,139 784 4,377 4,014 1,247 Acquisition related compensation 499 - 1,247 - 748 Costs related to options investigation - (6) 1,648 132 1,648 Sales and marketing Reduction in force costs 87 - 170 90 49 Stock compensation 482 414 2,048 1,911 673 Acquisition related compensation 85 - 213 - 128 Costs related to options investigation - (6) 742 31 742 General and administrative Reduction in force costs - - 6 12 - Stock compensation 586 559 2,048 2,379 481 Acquisition related compensation 110 - 274 - 164 Costs related to options investigation 507 4,089 8,769 5,608 3,961 Amortization of purchased intangibles 280 277 1,748 1,814 488 Acquired in-process R&D - 5,770 - 5,770 - Impairment of intangible assets 45,433 - 45,433 - - Amortization of discount on convertible debt 1,236 1,223 4,942 4,791 1,253 Loss on debt extinguishment 74 - 74 31,606 - Other expense, net Gain on sale of assets (61) (580) (519) (309) (99) Loss (gain) on minority investments 1,355 - 1,149 237 (22) Other misc income (650) - (977) - (327) Provision for income tax Timing difference related to asset purchases (27) 544 1,755 3,640 694 Cumulative Effect Cumulative effect of change in accounting principle - - - (1,213) - -------- -------- -------- -------- -------- Total adjustments 56,585 18,226 97,253 80,311 17,308 -------- -------- -------- -------- -------- Net income, non-GAAP $ 7,879 $ 2,253 $ 20,819 $ 34,912 $ 6,671 ======== ======== ======== ======== ======== Net income, non-GAAP per share - basic $ 0.03 $ 0.01 $ 0.07 $ 0.11 $ 0.02 Net income, non-GAAP per share - diluted $ 0.03 $ 0.01 $ 0.07 $ 0.11 $ 0.02 Shares used in computing non-GAAP net income per share - basic 308,786 308,623 308,680 307,814 308,663 Shares used in computing non-GAAP net income per share - diluted 310,129 327,108 318,949 327,300 312,097 Non-GAAP EBITDA Net income, non-GAAP $ 7,879 $ 2,253 $ 20,819 $ 34,912 $ 6,671 Depreciation expense 6,257 5,760 24,121 23,816 6,180 Amortization expense 640 544 2,350 1,846 610 Interest expense 1,752 1,047 6,488 5,048 1,537 Income tax expense 177 236 478 (830) 113 -------- -------- -------- -------- -------- Non-GAAP EBITDA $ 16,705 $ 9,840 $ 54,256 $ 64,792 $ 15,111 ======== ======== ======== ======== ========
Contact: Steve Workman Chief Financial Officer 408-548-1000 Investor Relations 408-542-5050 investor.relations@Finisar.com
SOURCE: Finisar Corporation
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