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Oclaro, Inc. (NASDAQ:OCLR)

F3Q12 Earnings Call

April 26, 2012 4:30 pm ET

Executives

Alain Couder – Chairman and Chief Executive Officer

Jerry Turin – Chief Financial Officer

Jim Fanucchi – Summit IR Group.

Analysts

Kevin Dennean – Citigroup

Stan Kovler – Morgan Stanley

Patrick Newton – Stifel Nicolaus

Hamed Khorsand – BWS Financial Group

Operator

Good afternoon and welcome to the Oclaro third quarter fiscal year 2012 financial results conference call. As a reminder, this conference call is being recorded for replay purposes through May 3, 2012.

At this time, I’d now like to turn the call over to Jim Fanucchi of the Summit IR Group. Please go ahead sir.

Jim Fanucchi

Thank you, operator and thanks to all of you for joining us. Our speakers today are Alain Couder, Chairman and CEO and Jerry Turin, Chief Financial Officer of Oclaro. Statements of management’s future expectations, plans, or prospects for Oclaro and its business including statements about future financial targets and financial guidance and Oclaro’s plans for future operations, Oclaro’s pending merger with Opnext, and any assumptions underlying these statements are forward-looking statements under the Private Securities Litigation Reform Act of 1995.

There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements including the risk factors described in Oclaro’s most recent annual report on Form 10-K most recently quarterly reports on Form 10-Q and 10-Q/A and other documents we periodically filed with the SEC.

The forward-looking statements discussed today represent Oclaro’s views as of the date of this conference call and subsequent events and developments may cause Oclaro’s views to change.

Accordingly actual results may differ materially from those indicated by these forward-looking statements. Oclaro does not intend and does not require to update any forward-looking statements as a result of future developments.

In connection with the proposed combination between Oclaro and Opnext, Oclaro intends to file documents with the SEC including a registration statement on Form S-4 containing a joint proxy statement and prospectus. Investors and security holders are urged to read carefully the joint proxy statement and prospectus, when it is filed with the SEC and other documents filed by either company with the SEC relating to the proposed combination when they are filed, because they will contain important information.

In addition today, we will be discussing non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, and should not be considered as a substitute for or superior to measures of financial performance prepared in accordance with GAAP. A table that outlines the reconciliation between the non-GAAP financial measures to GAAP financial measures is included in our earnings release, which we have filed with the SEC and I refer investors to this release.

I would now like to turn the call over to Jerry.

Jerry Turin

Thanks Jim. I’ll start off by focusing on the current quarter, with Alain providing more color on strategic initiatives and market conditions among other things later in the call.

Our revenues for the quarter ended March 31, 2012 were $88.7 million, compared to $86.5 million in the prior quarter. We continue to recover from the flood that hit our Thailand production last quarter, and we are largely on track with these plans. Revenues in the March quarter would have been about $4 million higher, if not for a short work stoppage in our Shenzhen, China facility at the end of the quarter.

From a product point of view and here I will refer you to revenue information in the slides provided online. Our telecom component revenues were up $1.2 million in the quarter, partly due to initial shipments of 10-gig modulators that had been impacted by the flood previously.

Our telecom modular revenues were down by $2.1 million with 40-gig relatively flat and a decrease in our 10-gig product. Amplification, filtering and optical routing revenues were up $3 million in the quarter, primarily as a result of increased production output on flood recovery product lines.

Industrial and consumer revenues were up $1.1 million in the quarter with high power laser revenues up as a result of flood recovery, and VCSELs for consumer applications up after a seasonably weaker December quarter. Fujitsu was our only greater than 10% customer this quarter at 16%, leaving a nice diversification of our remaining revenues broadly across our other major customers.

Our non-GAAP gross margins in the quarter were 16% compared to 13% in the previous quarter, as we need meaningful progress in recovering our gross margins towards pre-flood levels. We are particularly pleased as March tends to be a challenging quarter on gross margins, because much of the new customers pricing takes effect January 1. R&D expense was $15 million in the quarter down from $17 million in the prior quarter as a result of our cost control efforts.

SG&A expense was $14.9 million compared to $14.4 million in the prior quarter. The prior quarter had a one-time benefit for collection of a previously reserved bad debt. SG&A for the three quarters preceding December had averaged $16.8 million, so the $14.9 million in the March quarter continues to represent a significant decrease from earlier run rates. Stock compensation included in cost of sales. R&D and SG&A in the quarter was 460,000, 350,000 and 860,000 respectively.

Our income tax provision for the quarter were $700,000, as you may have noticed from a 8-K we filed yesterday, our income tax provision for the quarter ended September 30, 2011, the first quarter of our current fiscal year has been restated to $5.6 million compared to the $1.2 million previously reported. In this March quarter, we determined that a notice received by one of our overseas subsidiaries in the September quarter had the effect of fully impairing our loss carryforwards in that specific jurisdiction.

As a result, at the September quarter end our cumulative tax provision has been revised upwards by approximately $4.4 million, which related to 2010, 2011 taxes, a reserve for uncertainty in 2010 tax positions, a reversal of a deferred tax assets and implications of foreign currency exchange differences.

We are vigorously pursuing strategies to minimize ultimate exposure as a result of this matter. In the meantime, the impairment of these tax losses implies that our tax provision in future period could be approximately $100,000 to $200,000 per quarter higher than otherwise depending on the level of business activity within the corresponding jurisdiction in a given period.

Our flood-related expense was actually a net gain of $3.3 million. What this represents is a recovery of $6.4 million from preliminary insurance proceeds, offset against $3.1 million of flood related expenses. Our adjusted EBITDA in the March quarter was negative $9.9 million, compared to negative of $14.3 million in the December quarter. This represents a bottom-line improvement of $4.4 million on revenue growth of only $2.2 million clear evidence that our profitability improvement initiatives are having an effect.

Our average shares outstanding in mid quarter were $50.8 million and we anticipate a similar level at the end of the June quarter keeping in mind that the close of a merger with Avanex, with Opnext, pardon me, when it takes place will increase its number accordingly.

Now on to the balance sheet. Our cash, cash equivalents and restricted cash were $51.1 million at the end of the March quarter, compared to $54.2 million at the end of December. We drew an additional $6 million under our line of credit in the March quarter. We also received $6.4 million in the preliminary insurance advance associated with the flood. We were pleased to keep our cash balances above $50 million under the circumstances, keeping in mind that the March quarter represents the low point, and cash collections associated with the December low point in flood-affected revenues and billings.

We have now drawn a total of $25.5 million under our $45 million line of credit. In addition to cash resources, we expect it to be available under our line of credit. In the June quarter, we expect to generate $10 million to $15 million of cash under the Venture contract manufacturing transition we announced on March 21st. We also expect to receive substantial additional insurance proceeds in the second half of the calendar year, if not sooner although it is difficult to estimate precise timing or amount of these insurance proceeds.

We are also actively marketing our building for sale in Shenzhen. We also anticipate settling a material related earn-out with cash rather than stock during the June quarter. Our accounts receivable at the end of March were $61.7 million compared to $59.7 million at the end of the prior quarter. Our day sales outstanding were 63 days, consistent with 63 days in the December quarter, and much better than 77 days a year ago. Our inventory balances were $72.7 million at the end of March compared to $83 million at the end of December.

For accounting purposes, $12.5 million of inventory has been reclassified into the assets held for sale line of our balance sheet, in anticipation of being transferred debenture in accordance with our transaction. Aside from this reclassification, we held our inventory relatively consistent quarter-on-quarter. We now have an assets held for sale balance of $20.2 million. This balance includes the inventory I just described. The net book value of our building, which is for sale in Shenzhen; and the net book value of certain equipment expected to be sold to Venture in the initial phases of the transition.

Our CapEx was $6.8 million in the March quarter primarily capital related to flood recovery equipment we continue to have no outstanding debt other than the draws under our line of credit as I described earlier.

In a moment I’m going to reiterate the guidance for the June quarter provided in the press release we issued today. Before I do though, let me point out that the high end of our guidance ranges for the June 2012 quarter imply a bottom line adjusted EBITDA improvement of close to $4 million compared to the June 2011 quarter at similar revenues.

With that frame of reference provided our guidance for the June 2000 quarter is as follows. Revenues expected to be in a range of $100 million to $109 million. Non-GAAP gross margin expected to be in the range of 19% to 23%, adjusted EBITDA expected to be in a range of negative $6.5 million to negative $1.0 million.

Now, on to Alain.

Alain Couder

Thank you, Jerry. So the results of the last quarter were disappointing from a revenue standpoint as Jerry just describe to you. But there were some nice margin improvement which is a result of our focus on execution and now we get back to that later on in this presentation.

The other point to look at is the revenue for the June quarter are still expected to be slightly impacted by the flood. But thanks to those transferring of the company, assuming similar revenue level, as Jerry said, adjusted EBITDA is expected to be better than last year.

So we have continued to focus on several strategic initiatives in the past several quarters. And this has allowed us to arranging of the company to several transactions, to prepare the company for growth and to the scale necessary to establish profitability, but also our clear leadership position as a strategic and indispensable partner to our customer.

So what we have done in this quarter is announced the Venture relationship and the process to outsource the back-end has started, and I will discuss that later. We also announced the merger with Opnext, which will put us in the number two position in the optical component and module market. And then of course in margin improvement initiative are starting to work. This established Oclaro to meet our Q3 guidance range from gross margin and EBITDA, despite the short-term work stoppage in our Shenzhen factory.

So, that is what we have accomplished. And as we have successfully delivered through these strategic initiatives, we are now fully focused on execution. So execution is the word I repeat all across the company, and we really have three priorities to execution. The first one is customer satisfaction. The flood, the work stoppage and some other issue of course the quite established customer to degrade who are not always able to deliver product on time to them. So, our first priority is to restore this very quickly. The second priority is profitability and I also repeat that everywhere.

We saw some improvement in the results that Jerry discussed. Our flood recovery is largely completed. And the except for two product lines, WSS and modulator, that are expected to return to full capacity by June.

The 10-work day stoppage of our Shenzhen factory has been resolved. And the factory is back in full production. Unfortunately, this work stoppage is becoming more common in this part of China. And we believe that moves to Malaysia will provide us with a much more stable manufacturing environment. We have begun the planning process for the first set of products that we will move to Venture, which is located in Penang in Malaysia, and we expect to stop production in the last quarter of 2013.

And to secure continuity to our customer, in line with our customer satisfaction priority, we planned to fully qualify each new product line in Penang before starting production in our Shenzhen facility. Besides this move, we planned to keep a strong engineering team in Shenzhen that we have built over the past five to six year. And it is a good opportunity for us to leverage investment and be close to our Chinese customer that altogether in the telecom DWDM market represent about 40% of the market. So this is the focus on profitability that I just mentioned.

The third priority, is integration planning. We absolutely want to deliver to what we announced in the merger with Opnext. And both teams are quite excited about the opportunity. In fact, as I meet executives and people traveling around the company. I find people very motivated with this merger. This merger I would say create a passion to win, you know. We are all coming as employees from other Avanex, Bookham, Xtellus, Opnext, et cetera to were all at some point in time a Tier 3 company we became a Tier 1 company and now we have an opportunity to lead in the industry. I tell you this is a quite exciting journey for many of our employees.

The second point, and even more important is that I have been talking to many customers in the past few weeks and the feedback is very positive. As a merger, we’ll reduce the number of suppliers for our customers and provide them with a larger and more stable supplier. To make the integration successful we're going to leverage a process engineering that we have done in the past year, I am not going to reinvent it again. And we discussed, at the announcement our goal we are putting an impressive plan to be non-GAAP operating margin positive in the December 2012 quarter and to realize $35 million to $45 million of analyzed synergy by the December 2013 quarter. So that’s our third priority to make sure that all of this plan to make that happen are in place at close. At this point in time we expect to close around the July timeframe.

Let me now, after I have been talking to our priorities and our focus on the execution, I would like to get to the market situation. The telecom market, and what we see for this calendar year, several customers are winning new contracts and asking for a short delivery as a result of that. In the U.S, Verizon has clearly started to invest again in the core optical network but AT&T continued to be uncertain. Europe remains weak. In China, we see new deployment of 40G, in line with our expectation and Japan is quite strong.

In the industrial and consumer market, it is stable and inline with our expectation. And the last number of product announcements in the first quarter of 2012, I think is a testament of the continued innovation and optical investment that Oclaro is delivering to its customer.

Several press releases have happened with Photonics West and OSD, which are major shows in the March quarter. At Photonics show in January are already in the last earnings release gives you a list of the products that we announced. But just to summarize, we have demonstrated a proven ability to raise the bar on brightness and wavelength performance to enable our customers to succeed in their markets. And through this product leadership and the scale that we in this business around the consumer and industrial, we are able to deliver a continuous competitive cost improvement and announced on the reliability to show our production efficiency and our manufacturing excellence. So that’s for the Photonics West. OFC happened in the mass timeframe that’s always a major show for the industry.

We announced a joint collaboration with Huawei where we have developed a tunable laser that switches very, very fast and which is a key component of an optimized performance of the tunable laser that delivers ultra-fast switching capability, which Huawei believe is the future architecture of the core optical network.

We have also announced a new tunable 100G DWDM CFP transceiver that means this is a 4/28 wavelength, and which allows to improve the spectral efficiency by 2.5. We have announced internal amplifier that offset the loss inside 100G and Prodigy network and also combined with the ROADM network architecture. We also announced the 100G coherent transponder that we call the MI8000 and it’s now fully integrated and will be delivered shortly to our customer as a sample.

We also delivered the first 1/23 WSS which are ten times faster switching speed. That’s an important element. And now 40G and 100G coherent portfolio had continued to strengthen, in term of a new micro-ITLA that is three times smaller. The 100G coherent receiver that as a reduced form factor by 50% of the space on the card is smaller than before. And the new modulator that are now in volume production for 40G and for 100G.

So, in summary, this year is a very exciting year for Oclaro. And now focus is and will be on the execution. We plan to fully leverage investments that we have made. The reengineering of the company that we made and orchestrated during the last year and the integration with Opnext is expected give as a scale to achieve profitability in the December quarter. So that’s quite exciting position to be in. And I would like now to open for questions.

Question-and-Answer Session

Operator

Thank you. We will now begin the question-and-answer session. (Operator Instructions). And the first question comes from the line Kevin Dennean with Citi. Please go ahead.

Kevin Dennean – Citigroup

Great, thanks very much. Alain, Jerry, how are you?

Alain Couder

Good, thanks.

Jerry Turin

Good, thank you.

Kevin Dennean – Citigroup

Just wondering, if you could talk about the linearity of orders through the quarter. Did you see a ramp month-over-month as you progressed through the quarter? And how does that compared as normal seasonality?

Jerry Turin

I think within the quarter it was pretty stable, but we’ve probably seen a pick up right at the end of the quarter and into the first few weeks.

Kevin Dennean – Citigroup

And Jerry, just following up on that would you say that the quarter-to-date trends are stronger than what you saw opening the year in terms of bookings?

Jerry Turin

It’s a little bit tricky for us Kevin because.

Kevin Dennean – Citigroup

Well…

Jerry Turin

Yeah, it’s because of the flood right. But I think we’ve probably seen a little bit of pickup but I don’t know if I can say it’s enough to be meaningful against the demand environment.

Kevin Dennean – Citigroup

And then another topic on the credit line, the draw of your credit line, what’s the logic behind drawing your credit line? Is $50 million some sort of line in the sand, in terms of cash that you need to have on a balance sheet, customers happy?

Jerry Turin

I don’t know if I would articulate it that precisely but I think more in keeping relatively consistent levels quarter-on-quarter to show that we’re, yes we can manage close to the same levels while still having additional liquidity beyond that.

Kevin Dennean – Citigroup

Okay.

Jerry Turin

So I would say that’s maybe make the logic behind it.

Kevin Dennean – Citigroup

Okay. And last quick question for me and then I’ll drop back into the queue. How should we think about CapEx for the balance of the year and what was CapEx in the quarter?

Jerry Turin

Yes, CapEx in the quarter was $6.8 million, substantial portion of that or majority portion was flood related. We think we can probably manage within $6 million per quarter kind of on an ongoing run rate that’s significantly less than if you looked at pre-flood periods but certainly we’ve made significant investments leading up to that period. So we should be able to manage within that sort of parameter.

Kevin Dennean – Citigroup

Okay, great, thanks. I’ll drop back into the queue. Thank you.

Operator

And the next question comes from the line of Ehud Gelblum with Morgan Stanley. Please go ahead.

Stan Kovler – Morgan Stanley

Thank you. It's actually Stan Kovler dialing in for Ehud. I just wanted to see if you could update us on your outsourcing plans post Opnext? Have you settled on what portion you think will go to Venture and other partners that you have like Fabrinet?

Alain Couder

No, we have not made the final decision on that. As you know as part of the synergies, we will be moving their manufacturing out of Japan and out of California but which contract manufacturer is being studied at this point in time. We know the contract we have, and we look at the plus and minuses of the various players based on cost and based on skills as well.

Jerry Turin

It should we emphasized that until the close period, which continue to operate on our existing standalone plans as well.

Alain Couder

That’s correct.

Jerry Turin

Another good time.

Stan Kovler – Morgan Stanley

And just a follow up on gross-margin, in terms of the calendar year outlook going forward, should we think about this revenue level is similar to the June ‘011 revenue level at top of the guidance that you mentioned 23% peak is similar to what you did at that point. At higher revenue levels, should we still think about the 25% level as being achievable? Or have the pricing environment that you referenced beginning in January changed any of that?

Jerry Turin

Well I certainly see 25% as a low threshold, as revenues grow, our contribution margin is in the 45% to 50% range. We continue in the second half of the year to anticipate some of the backend activity that still takes place in Zurich moving to Asia we have additional internal components going into our 40-gig solutions. So with revenue growth beyond June and those sorts of drivers and more certainly 25% as a low threshold to be thinking about.

Alain Couder

Another way to look at this is that we have to use some of the best engineers to recover quickly from the flood. And, therefore, they have been diverted from some margin improvement program. They’re clearly back at work, so they should start producing an effect in the second half of this year.

Stan Kovler – Morgan Stanley

Thanks and if could just take one in terms of your other 10% customers, the other customers that you had back in 2011 that showed up on a dollar basis $15 million, $20 million run rate customers. And I think one of them that we know continues to do well in China and you mentioned 40-gig deployments are doing well there. So what would you attribute your flat 40-gig numbers and just maybe in terms of the customer trends that you are seeing? When can we see maybe a ramp on a dollar basis or on a percentage basis from other customers that you have?

Jerry Turin

Well from the customer point of view, the prevailing factor is mixed by manufacturing site, right? So certain customers are impacted more by the Thailand flood than others, which is similar to last quarter where we had a bit of a different mix of those 10% customers than typical, with the typical customers we’re still being close to 10% and probably back into that sort of category as the flood recovers. Alain, do you want to comment on 40-gig?

Alain Couder

I think we see strong strength of 40-gig in China, where we tend to see a slowdown in 40-gig in the other region right now. But that’s something that will be a kind of cycle. It depends on which customer wins which business. We have some customers which we do sell full transponder DPSK or DQPSK or coherent and we have some other customers that seems to be the Tier 1 customer that tend to do their own designing of 40G and 100G and as a result of that, they buy a component instead of buying transponders.

Jerry Turin

Just to clarify for any folks to or maybe don’t follow that is in our telecom components revenue category that’s those are components for 10-gig, 40-gig, 100-gig it’s only the transmission modules where we were speaking in terms of 40-gig being flat quarter-on-quarter and that is at the transponder level.

Stan Kovler – Morgan Stanley

That’s very helpful. Thank you very much.

Operator

(Operator Instructions). And the next question comes from the line of Patrick Newton with Stifel Nicolaus. Please go ahead.

Christian Seiferth – Stifel, Nicolaus & Company

Hi this is Christian Seiferth calling in for Patrick Newton. Thanks for having the call.

Jerry Turin

Thanks.

Christian Seiferth – Stifel, Nicolaus & Company

And if we look at your revenue guidance for the June quarter, how much would you attribute to pre-flood capacity and how much to true end demand?

Jerry Turin

Well certainly the majority is flood recovery. I think we’re seeing a fairly steady demand environment with limited visibility still…

Alain Couder

Yes. We have limited visibility, but one very clear comment, trend is that yes we have some that come as a backlog that we did with the flood, but we also are seeing the customer now want to make sure that we are actually able to producing volume, because it gives us small order. So it’s a balance between the two. And I would say they are reasonably balanced at this point in time, what Jerry said is that in the last couple of weeks we have seen the order pick up here.

Christian Seiferth – Stifel, Nicolaus & Company

Okay and just a follow-up concerning your 100-G coherent module. Could you characterize customer interest in the product? Number of customers currently sampling the product and when volume production is likely?

Alain Couder

We will sample the products during this quarter. We have not shipped the first sample yet to a customer. But we have are many customer interested, I’m not going to give you the name but it’s several.

Christian Seiferth – Stifel, Nicolaus & Company

Okay, thank you.

Operator

And the next question comes from the line of Hamed Khorsand with BWS Financial Group. Please go ahead.

Hamed Khorsand – BWS Financial Group

Hi, guys. Just had a couple of questions here. First off on the revenue numbers you reported for this March quarter. And if I even take $4 million into consideration, you guys were still at the low end of the guidance that you have provided previously. So what will happen that you were thinking was going to happen in the quarter to hit that $97 million revenue run rate?

Jerry Turin

Well we gave a guidance range of $90 million to $97 million, so we didn’t guide to a $97 million result. That’s you always try to drive towards the top end of your expectation. Ending frankly ending, if you have the $4 million you’re at roughly $93 million comparing to $93 million to just for example $95 million to try and identify a specific trend that led to one versus the other. It’s probably challenging. So I think it is fair to say, we didn’t see a pick up in demand during the quarter. And that we like I think most of the peer group continue to see limited visibility from some of the North American carriers through the quarter.

Alain Couder

But we also see a modulator line and WSS line in Fabrinet restart slower than expected. That’s has been a factor as well.

Hamed Khorsand – BWS Financial Group

Okay. So what are you assuming, it should happen in June quarter to hit the top end of the range that you are providing today?

Alain Couder

On a combination of execution and reasonable demand environment, based on where we see order flows trending and so forth.

Hamed Khorsand – BWS Financial Group

Okay. And then my other question was on that tax issue of $4 million it’s fairly executed about filing that you guys let this notice lapse. So how could you guys let a notice lapse, that you guys were forced to recognize $4 million in tax liability?

Jerry Turin

There was a notice received at the local level that was an assessment of the very small dollar amount, $85 roughly that someone at the local level paid assuming that was just a smaller administrative matter. And the fact of the matter is there is some fine trends in that payments accepted some of the fine print that didn’t service at the corporate level until this quarter.

Hamed Khorsand – BWS Financial Group

Okay. All right that’s it from me. Thank you.

Jerry Turin

Thanks Hamed.

Operator

And I’m showing no further questions at this time. I’d like to hand it over to Mr. Jim Fanucchi for any closing remarks.

Jim Fanucchi

Okay operator, and thank you, and thanks to everyone for joining us today. We appreciate it and we look forward to speaking with you again when we report our financial results for the June quarter. Thank you.

Operator

Ladies and gentlemen this concludes the conference call for today. Thank you for your participation and you may now disconnect.

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