NEOPHOTONICS CORPORATION (NYSE:NPTN) Files An 8-K Results of Operations and Financial ConditionItem 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October5, 2017, NeoPhotonics Corporation (the “Company”) issued a press release regarding the Company’s preliminary estimated financial results for the third quarter ended September30, 2017.A copy of the Company’s press release is furnished and attached as Exhibit99.1 to this Current Report on Form8-K.
The information contained in this Item 2.02, including Exhibit99.1 hereto, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the liabilities of that Sectionor Sections 11 and 12(a)(2)of the Securities Act of 1933, as amended (the “Securities Act”), and shall not be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such a filing.
Item 2.02 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
On September29, 2017, management of the Company implemented certain restructuring actions to lower operating expenses and manufacturing costs while maintaining the Company’s focus on its core capabilities, including its industry leading coherent components and solutions for datacenter interconnect and telecommunications systems. The restructuring actions include a reduction in force, consolidation of certain real estate facilities, a write down of inventory for certain programs and assets and a write down for certain idle assets. The restructuring actions are expected to be completed by the end of the fourth quarter of 2017.
Under the restructuring actions, the Company estimates it will incur aggregate restructuring charges of approximately $4.6 million in the third quarter of 2017, which is comprised of approximately $0.4 million in cash-based severance and related benefits, approximately $0.4 million in non-cash charges for asset impairments and write-offs related to property and equipment, $1.5 million in non-cash charges for lease obligation expense acceleration and approximately $2.3M in non-cash charges for write-downs of end-of-life inventory. In the fourth quarter of 2017, the Company estimates it will incur aggregate restructuring charges of approximately $0.2 million in cash-based severance and related benefits.
This Item 2.02 contains forward-looking statements, including, but not limited to, statements related to the expected costs associated with termination benefits and the financial impact of the overall restructuring actions. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to cost reduction efforts. These and other risk factors are discussed under the heading “Risk Factors” in the Company’s Quarterly Report on Form10-Q for the quarter ended June30, 2017, filed by the Company with the Securities and Exchange Commission on August9, 2017. In addition, the Company’s workforce reduction costs may be greater than anticipated and the workforce reduction and any future workforce and expense reductions may have an adverse impact on the Company’s development activities and results of operations. The Company undertakes no duty or obligation to update any forward-looking statements contained in this Item 2.02 as a result of new information, future events or changes in its expectations.
Item 2.02 FINANCIAL STATEMENTS AND EXHIBITS.
(d)Exhibits.
