<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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(Mark One)
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Quarterly Period Ended July 31, 2000, or
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Transition Period from _______ to _______
Commission file number 0-30869
STRATOS LIGHTWAVE, INC.
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(Exact name of Registrant as specified in its charter)
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DELAWARE 36-4360035
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
7444 West Wilson Avenue
Chicago, Illinois 60706
(708) 867-9600
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(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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NOT APPLICABLE
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X
--- ---
As of September 12, 2000, there were 64,092,307 shares of the Registrant's
common stock outstanding.
<PAGE>
STRATOS LIGHTWAVE, INC.
INDEX
Page
----
PART I FINANCIAL INFORMATION......................................... 3
Item 1. Financial Statements.......................................... 3
Condensed Consolidated Balance Sheets as of
April 30, 2000 and July 31, 2000 (unaudited).................. 3
Condensed Consolidated Statements of Income (unaudited)
for the three months ended July 31, 1999 and 2000............. 4
Condensed Consolidated Statements of Cash Flows (unaudited)
for the three months ended July 31, 1999 and 2000............. 5
Notes to Condensed Consolidated Financial Statements
(unaudited) July 31, 2000..................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operation...................................... 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk.... 28
PART II. OTHER INFORMATION............................................. 28
Item 1. Legal Proceedings............................................. 28
Item 2. Changes in Securities and Use of Proceeds..................... 29
Item 6. Exhibits and Reports on Form 8-K.............................. 30
SIGNATURES.................................................................. 31
INDEX TO EXHIBITS........................................................... 32
-2-
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
STRATOS LIGHTWAVE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
April 30, July 31,
2000 2000
----------- -----------
(unaudited)
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents...................................................... $ 537 $ 189,451
Accounts receivable, less allowance............................................ 12,127 18,911
Inventories:
Finished products.............................................................. 764 248
Work in process................................................................ 991 777
Materials...................................................................... 9,417 12,884
------------ -----------
11,172 13,909
Current deferred income taxes.................................................... 1,166 1,166
Prepaid expenses................................................................. 201 259
------------ -----------
Total current assets......................................................... 25,203 223,696
Other assets:
Goodwill, less accumulated amortization........................................ 10,563 13,337
Other.......................................................................... 436 474
------------ -----------
10,999 13,811
Property, plant and equipment.................................................... 38,377 43,722
Less allowances for depreciation............................................... 13,442 14,629
------------ -----------
24,935 29,093
------------ -----------
Total assets................................................................. $ 61,137 $ 266,600
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................................................... $ 4,389 $ 10,587
Other current liabilities...................................................... 3,067 5,306
------------ -----------
Total current liabilities 7,456 15,893
Deferred income taxes............................................................ 719 689
Minority interest................................................................ -- 293
Stockholders' equity
Preferred stock................................................................ -- --
Common stock................................................................... 540 641
Additional paid-in capital..................................................... 52,422 247,212
Retained earnings............................................................ -- 1,940
Foreign currency translation adjustment...................................... -- (68)
------------ -----------
Total stockholders' equity................................................... 52,962 249,275
------------ -----------
Total liabilities and stockholders' equity................................. $ 61,137 $ 266,600
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
-3-
<PAGE>
STRATOS LIGHTWAVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended July 31
-------------------------------
1999 2000
-------- --------
<S> <C> <C>
Revenue:
Net sales...................................................................... $ 14,567 $ 25,916
License fees and royalties..................................................... 800 409
--------- ---------
Total........................................................................ 15,367 26,325
Costs and expenses:
Cost of sales.................................................................. 9,049 17,377
Research and development....................................................... 1,466 2,782
Sales and marketing............................................................ 1,377 1,928
General and administrative..................................................... 1,081 1,950
--------- ---------
Total costs and expenses..................................................... 12,973 24,037
--------- ---------
Income from operations........................................................... 2,394 2,288
Interest income, net............................................................. -- 917
--------- ---------
Income before income taxes....................................................... 2,394 3,205
Provision for Income taxes ...................................................... 913 1,164
--------- ---------
Net income ...................................................................... $ 1,481 $ 2,041
========= =========
Net income per share, basic and diluted.......................................... $ 0.03 $ 0.04
========= =========
Weighted average number of common shares outstanding:
Basic.......................................................................... 54,030 57,603
Diluted........................................................................ 54,030 57,973
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
-4-
<PAGE>
STRATOS LIGHTWAVE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended July 31
-------------------------------
1999 2000
-------- --------
<S> <C> <C>
Operating activities:
Net income..................................................................... $ 1,481 $ 2,041
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Provision for depreciation and amortization.................................. 537 1,400
Change in operating assets and liabilities................................... (3,232) (1,142)
--------- ---------
Net cash provided by (used by) operating activities............................ (1,214) 2,299
Investing activities:
Purchases of property, plant and equipment..................................... (1,093) (5,455)
Additional purchase price of prior period acquisition.......................... -- (2,957)
Other.......................................................................... (6) 225
--------- ---------
Net cash used in investing activities.......................................... (1,099) (8,187)
--------- ---------
Financing activities:
Net proceeds from initial public offering...................................... -- 195,947
Payment of note related to prior period acquisition............................ -- (333)
Net cash transfers from (to) Methode Electronics, Inc.......................... 2,326 (812)
--------- ---------
Net cash provided by financing activities...................................... 2,326 194,802
--------- ---------
Net increase in cash and cash equivalents...................................... 13 188,914
Cash at beginning of period.................................................... 550 537
--------- ---------
Cash at end of period.......................................................... $ 563 $ 189,451
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
-5-
<PAGE>
STRATOS LIGHTWAVE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JULY 31, 2000
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended July 31, 2000 are not
necessarily indicative of the results that may be expected for the year
ending April 30, 2001. This unaudited quarterly information should be read in
conjunction with the audited combined financial statements and related notes
for the fiscal year ended April 30, 2000 included in the Company's
Registration Statement on Form S-1, as amended, filed with the Securities and
Exchange Commission.
As of May 28, 2000, Methode Electronics, Inc. ("Methode")
contributed and transferred to the Company all of the capital stock and
equity interests held by Methode in subsidiaries and other entities that
conducted a majority of its optical products business, pursuant to a master
separation agreement. The capital stock and equity interests contributed and
transferred to the Company were Bandwidth Semiconductor, LLC, Methode
Communications Modules, Inc. (now Stratos Lightwave- Florida, Inc.), Stratos
Lightwave, LLC, Methode's sixty percent interest in MP Optical
Communications, LLC and Stratos Limited. Prior to its transfer of Stratos
Lightwave, LLC to the Company, Methode transferred all of the assets and
liabilities of its optoelectronics and fiber optic divisions, the properties
associated with its optoelectronics research center and Methode's corporate
facilities occupied by these divisions to Stratos Lightwave, LLC.
During the quarter ended July 31, 2000, the Company completed the
sale of 10,062,500 shares of common stock in its initial public offering at a
price of $21 per share. The net proceeds from the offering, after deducting
the underwriting discount and the estimated offering expenses to be paid by
the Company, were approximately $195 million.
Methode currently owns 54,029,807 shares of the Company's common
stock, representing approximately 84.3% of the outstanding shares. Methode
has announced its intention to distribute at a later date, all of the shares
of the Company's common stock owned by Methode to its stockholders, although
Methode is under no obligation to complete this distribution. Methode has
filed with the Internal Revenue Service for a favorable letter ruling to the
effect that the subsequent distribution of Methode's ownership will be a
tax-free distribution for U.S. federal income tax purposes.
Our condensed consolidated financial statements have been carved out
from the consolidated financial statements of Methode using the historical
results of operations and cash flows and historical basis of the assets and
liabilities of our business. The consolidated financial statements
-6-
<PAGE>
also include allocations to us of Methode's corporate expenses, including
centralized accounting, treasury, information technology, human resources,
sales and marketing, legal, real estate and other corporate services and
infrastructure costs. We consider the expense allocations to be reasonable
reflections of the utilization of the services provided to us or the benefits
received by us.
For purposes of governing certain of the ongoing relationships
between the Company and Methode after the separation and to provide for an
orderly transition, the Company and Methode have entered into various
agreements to provide similar services as those described above. The
agreements govern individual transitional services as requested by Methode or
the Company, of the other party. Such services are to be provided in
accordance with the policies, procedures and practices in effect before the
transfer date. The term of each agreement is one year (provision for
extension exists) unless earlier terminated.
The Company's estimated expenses under its transitional service
arrangements with Methode would not differ significantly from the costs
historically allocated to it by Methode for similar arrangements and
reflected in these condensed consolidated financial statements. The
transitional services between Methode and the Company will generally be in
effect for one year following the spin-off.
The allocation of Methode corporate expenses was discontinued on May
28, 2000. Subsequent to this date, the Company incurred these corporate
expenses directly in its operations or indirectly under its transitional
services agreement with Methode. Charges to the Company from Methode for
allocations in the three months ended July 31, 1999 and 2000 were classified
as follows:
<TABLE>
<CAPTION>
Three Months Ended July 31
-------------------------------
1999 2000
-------- --------
(in thousands)
<S> <C> <C>
Cost of sales.................................................................... $ 232 $ 106
Research and development......................................................... 180 5
Sales and marketing.............................................................. 294 188
General and administrative....................................................... 979 376
--------- ---------
Total.......................................................................... $ 1,685 $ 675
========= =========
</TABLE>
In addition, the Company incurred charges of approximately $149,000
in the three months ended July 31, 2000 under its transitional service
agreements with Methode.
Our condensed consolidated financial statements may not necessarily
be representative of results that would have been attained if the Company
operated as a separate independent entity for the periods presented.
Comprehensive income consists of net income and foreign currency
translation adjustments and totaled $1,481,000 and $2,109,000 for the first
quarters of fiscal 2000 and 2001.
-7-
<PAGE>
2. ACQUISITIONS
Effective February 23, 2000, the Company entered into an amendment
to the Asset Purchase Agreement with Rockledge Microelectronics, Inc.
(formerly Polycore Technologies, Inc.) which provides that in the event the
Company is part of an initial public offering of shares to be accomplished
not later than November 15, 2000, the sum of $2.957 million will become
payable to the seller within 30 days following the initial public offering in
full satisfaction of such additional contingent consideration. This amount
was paid in July 2000 and has been accounted for as additional purchase price.
3. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
<CAPTION>
Three Months Ended July 31
-------------------------------
1999 2000
-------- --------
<S> <C> <C>
Numerator - net income........................................................... $ 1,481 $ 2,041
========= =========
Denominator:
Denominator for basic earnings per share - weighted-average shares
outstanding.................................................................... 54,030 57,603
Dilutive potential common shares - employee stock options...................... -- 370
--------- ---------
Denominator for diluted earnings per share - adjusted weighted-average
shares and assumed conversions................................................. 54,030 57,973
========= =========
Basic and diluted earnings per share............................................. $ 0.03 $ 0.04
========= =========
</TABLE>
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION.
THE FOLLOWING DISCUSSION OF OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS FORM 10-Q.
THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER SUBSTANTIALLY FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF SEVERAL
FACTORS, INCLUDING THOSE SET FORTH UNDER "FACTORS THAT MAY AFFECT OUR FUTURE
RESULTS."
OVERVIEW
We develop, manufacture and sell optical subsystems and components
for high data rate networking, data storage and telecommunication
applications. These optical subsystems are designed for use in local area
networks (LANs), storage area networks (SANs), metropolitan area networks
(MANs), wide area networks (WANs) and central office networking in the
telecommunication markets. Our optical subsystems are compatible with the
advanced transmission protocols used in these networks, including Gigabit
Ethernet, Fast Ethernet, Fibre Channel, and asynchronous transfer mode (ATM).
We also design, manufacture and sell a full line of optical components and
cable assemblies for use in enterprise, metropolitan area, wide area and
telecommunication networks.
Our net sales are derived principally from the sale of optical
subsystems and components to optical communication original equipment
manufacturers (OEMs). Sales are generally recognized upon product shipment.
Our net sales have fluctuated from period to period based on the size and
timing of customer orders, particularly from our largest customers, and based
on any canceled, delayed or rescheduled orders in the relevant period.
Historically, product obsolescence relating to customer cancellations, delays
and rescheduling has not been material and therefore, we do not currently
maintain reserves for these matters. We determine reserves for rapid
technological change on a product by product basis. While it is likely that
obsolescence due to rapid technological change will continue, the timing and
amount of this obsolescence cannot be predicted with certainty.
The average unit prices of our products generally decrease as the
products mature in response to factors such as increased competition, the
introduction of new products and increased unit volumes. We anticipate that
average selling prices will continue to decline in future periods although
the timing and degree of the declines cannot be predicted with any certainty.
We must continue to develop and introduce on a timely basis new products that
incorporate features that can be sold at higher average selling prices.
License fees and royalties represent payments received from
licensees of our patented technology which is also used by us in our optical
subsystems. These license agreements generally provide for up-front payments
and/or future fixed payments or ongoing royalty payments based on a
percentage of sales of the licensed products. The timing and amounts of these
payments is beyond our control. Accordingly, the amount received in any given
period is expected to vary significantly. The duration of all of these
license agreements extends until the expiration of the licensed patents,
which is currently in 2017. We will consider entering into similar agreements
in the future, however,
-9-
<PAGE>
we are not able to predict whether we will enter into any additional licenses
in the future and, if so, the amount of any license fees or royalties.
Our cost of sales consists of materials, salaries and related
expenses for manufacturing personnel and manufacturing overhead. We purchase
several key components used in the manufacture of our products from a limited
number of suppliers. We have periodically experienced shortages and delivery
delays for these materials. In some circumstances, we maintain an inventory
of limited source components to decrease the risk of shortage. If we
overestimate our requirements, we may have excess inventory of these
components. Substantially all of our products are designed and manufactured
in our own facilities. Accordingly, a portion of our cost of sales is fixed
over the near term. In order to remain competitive, we must continually
reduce our manufacturing costs through design and engineering innovations and
increases in manufacturing efficiencies. There can be no assurance that we
will be able to reduce our manufacturing costs or introduce new products to
offset anticipated decreases in the average selling prices of our products.
Research and development expenses consist primarily of salaries and
related expenses for design engineers, scientists and other technical
personnel, depreciation of test and prototyping equipment, and tooling.
Research and development expenses also consist of materials and overhead
costs related to major product development projects. Historically, research
and development expenses have included allocations from Methode Electronics,
Inc. ("Methode") of expenses for salaries and related expenses for research
and development personnel. We charge all research and development expenses to
operations as incurred. We believe that continued investment in research and
development is critical to our long-term business success and we intend to
increase investment in research and development programs in future periods
for the purpose of enhancing or reducing the cost of current optical
subsystems and components, and developing new optical subsystems and
components.
We market and sell our products domestically and internationally
through our direct sales force, local resellers and manufacturers'
representatives. Sales and marketing expenses consist primarily of personnel
costs, including sales commissions and product marketing and promotion costs.
Historically, expenses have included allocations from Methode of expenses for
the salaries and related expenses for sales and marketing personnel. We
expect to continue to make significant expenditures for sales and marketing
services.
General and administrative expenses consist primarily of personnel
costs for our administrative and financial groups, as well as legal,
accounting and other professional fees. General and administrative expenses
also consist of the amortization of goodwill resulting from the excess of the
purchase price over net assets of the acquired companies, which is amortized
on a straight-line basis over twenty-five years. Historically, expenses have
included allocations from Methode for the salaries and related expenses for
administrative, finance and human resources personnel, professional fees,
information technology, and other corporate expenses. In support of our
continued growth and our operations as an independent public company, we
expect to continue to make significant expenditures for general and
administrative services.
-10-
<PAGE>
BASIS OF PRESENTATION
Our combined financial statements for periods ending on or prior to
April 30, 2000 have been carved out from the consolidated financial
statements of Methode using the historical results of operations and cash
flows and historical basis of the assets and liabilities of our business. The
combined financial statements also include allocations to us of Methode's
corporate expenses, including centralized accounting, treasury, information
technology, human resources, sales and marketing, legal, real estate and
other corporate services and infrastructure costs. We consider the expense
allocations to be reasonable reflections of the utilization of the services
provided to us or the benefits received by us.
Our historical financial information for periods ending on or prior
to April 30, 2000 is not indicative of our financial position, results of
operation or cash flows in the future, nor is it necessarily indicative of
what our financial position, results of operations or cash flows would have
been were we a separate, stand-alone entity for the periods presented. Our
combined financial information for periods ending on or prior to April 30,
2000 does not reflect additional expenses which we may incur as a result of
being a stand-alone, public company.
RESULTS OF OPERATIONS
The following table sets forth certain statement of income data as a
percentage of net sales for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended July 31
-------------------------------
1999 2000
-------- --------
<S> <C> <C>
Revenue:
Net sales.................................................................. 100.0% 100.0%
License fees and royalties................................................. 5.5 1.6
--------- ---------
Total................................................................. 105.5% 101.6%
Costs and expenses:
Cost of sales.............................................................. 62.1 67.1
Research and development................................................... 10.1 10.7
Sales and marketing........................................................ 9.5 7.4
General and administrative................................................. 7.4 7.5
--------- ---------
Total costs and expenses.............................................. 89.1 92.7
--------- ---------
Income from operations....................................................... 16.4 8.8
Interest income, net......................................................... 0.0 3.5
Income (loss) before income taxes............................................ 16.4 12.4
Provision for income taxes................................................... 6.3 4.5
--------- ---------
Net income .................................................................. 10.2% 7.9%
========= =========
</TABLE>
-11-
<PAGE>
THREE MONTHS ENDED JULY 31, 2000 AND 1999
NET SALES. Net sales increased to $25.9 million in the three months
ended July 31, 2000 from $14.6 million in the three months ended July 31,
1999. Of this $11.3 million increase, $7.1 million is from an increase in net
sales of optical subsystems and $4.2 million is from an increase in net sales
of optical components. The increase in net sales of our optical subsystems
was primarily due to an increase in sales of our embedded and removable
tranceivers in a variety of wavelengths and form factors. The increase in
sales of our optical components was primarily due to an increase in sales of
our optical backplane connectors and cable assemblies. Our total sales order
backlog increased 88% to $47 million as of July 31, 2000 from $25 million as
of April 30, 2000. Of this $22 million increase in backlog, $17 million was
due to an increase in orders for our optical subsystems, and $5 million an
increase in orders for our optical components.
LICENSE FEES AND ROYALTIES. License fees decreased to $409,000 in
the three months ended July 31, 2000 from $800,000 in the three months ended
July 31, 1999. License fees consist of both fixed schedule payments and
contingent payments based on sales volumes of licensed products.
COST OF SALES. Cost of sales increased to $17.4 million in the three
months ended July 31, 2000 from $9.0 million in the three months ended July
31, 1999. This increase was due primarily to an increase in the production of
both our optical subsystems and optical components. Gross profit as a
percentage of net sales, or gross margin, decreased to 32.9% in the three
months ended July 31, 2000 from 37.9% in the three months ended July 31,
1999. Approximately 2.3% of the 5.0% decrease in gross margin was the result
of additional manufacturing expenses incurred during the three months ended
July 31, 2000 related to our recently acquired Stratos Lightwave-Florida and
Bandwidth Semiconductor subsidiaries. The balance of the decrease was due to
declines in average unit prices for our products.
RESEARCH AND DEVELOPMENT. Research and development expenses
increased to $2.8 million in the three months ended July 31, 2000 from $1.5
million in the three months ended July 31, 1999. This increase of $1.3
million was due primarily to $425,000 in material and overhead costs related
to major product development projects, $535,000 of additional personnel costs
dedicated to research and development, $88,000 for legal costs related to
intellectual property, and $268,000 for new and expanded research and
development facilities in Chicago, Illinois and Bedford, Massachusetts.
SALES AND MARKETING. Sales and marketing expenses increased to $1.9
million in the three months ended July 31, 2000 from $1.4 million in the
three months ended July 31, 1999. This $500,000 increase was due both to an
increase of $166,000 in sales and marketing salaries, fringe benefits,
bonuses and commissions, and $384,000 in field sales operating costs
supporting our sales volume.
GENERAL AND ADMINISTRATIVE. General and administrative expenses
increased to $1.9 million in the three months ended July 31, 2000 from $1.1
million in the three months ended July 31, 1999. This $800,000 increase was
primarily due to $539,000 million of additional costs for expanded plant
facilities and staff, and $331,000 of additional corporate management and
legal costs.
INTEREST INCOME, NET. Interest income, net of interest expense,
increased to $917,000 in the three months ended July 31, 2000 from $0
interest income in the three months ended July 31, 1999.
<PAGE>
The increase in interest income resulted from earnings on investments of the
cash balances received as the net proceeds of our initial public offering in
June 2000.
INCOME TAXES. The provision for income taxes increased to $1.2
million in the three months ended July 31, 2000 based on an effective tax
rate of 36.3% from $900,000 in the three months ended July 31, 1999 based on
an effective tax rate of 38.1%. The decrease in the effective tax rate in the
three months ended July 31, 2000 is the result of interest income not taxable
for federal income tax purposes. No separate tax returns have been filed for
our business because our operating results have been fully consolidated for
tax purposes with the results of Methode.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $2.3 million for the
three months ended July 31, 2000. Cash provided by operating activities
resulted primarily from net income and increases in accounts payable and
accrued expenses, offset in part by increases in accounts receivable and
inventories. Cash used by operating activities was $1.2 in the three months
ended July 31, 1999. Cash used by operating activities resulted primarily
from increases in accounts receivable and inventories offset in part by net
income and increases in accounts payable and accrued expenses.
Net cash used in investing activities was $8.2 million in the three
months ended July 31, 2000. Net cash used in investing activities during this
period consisted primarily of purchases of equipment and facilities. In
addition, net cash used in investing activities include a payment of $3.0
million to Rockledge Microelectronics, Inc. (formerly Polycore Technologies,
Inc.) for the additional purchase price in connection with our purchase of
our Stratos Lightwave-Florida subsidiary. Net cash used in investing
activities was $1.1 million in the three months ended July 31, 1999,
consisting primarily of purchases of equipment and facilities.
Net cash provided by financing activities consisted primarily of net
proceeds of $196.0 million, after related expenses, from our initial public
offering, and $1.9 million in advances from a subsidiary of Methode, offset
in part by the repayment of $2.7 million of advances from a Methode
subsidiary, and $333,000 for repayment of a note assumed in connection with
the acquisition of our Stratos Ltd. subsidiary. We sold 10,062,500 shares of
common stock, including the underwriters' exercise of their overallocation
option, at $21 per share in our initial public offering. As of July 31, 2000,
we had cash and cash equivalents of $189.2 million. Net cash provided by
financing activities of $2.3 million for the three months ended July 31, 1999
consisted of cash contributions from Methode.
Our future capital requirements will depend on a number of factors,
including our future net sales and the timing and rate of expansion of our
business. We believe that our current cash balances together with the cash
flow expected to be generated from our future operations will be sufficient
to meet our cash needs for working capital and capital expenditures for the
next 12 months.
-13-
<PAGE>
FACTORS THAT MAY AFFECT OUR FUTURE RESULTS
RISKS RELATING TO OUR BUSINESS
OUR NET SALES AND OPERATING RESULTS VARY SIGNIFICANTLY FROM QUARTER TO QUARTER,
AND OUR STOCK PRICE MAY FALL IF OUR QUARTERLY PERFORMANCE DOES NOT MEET
ANALYSTS' OR INVESTORS' EXPECTATIONS.
Our quarterly net sales and operating results have varied
significantly in the past and are likely to vary significantly in the future,
which makes it difficult to predict our future operating results. Although
our annual net sales have generally improved over the last several years, we
believe that quarter-to-quarter comparisons of our net sales and operating
results are not meaningful and should not be relied upon as an indicator of
our future performance. Some of the factors which cause our net sales and
operating results to vary include:
- the timing of customer orders, particularly from our largest
customers;
- our ability to manufacture and ship our products on a timely
basis;
- changes in our product mix;
- competitive pressures resulting in lower prices;
- the introduction of new products or technologies by us or our
competitors; and
- the timing of our receipt of license fees and royalty payments
relating to our intellectual property.
In one or more future quarters, our net sales or operating results
will likely be below the expectations of public market analysts and
investors. If this occurs, the price of our common stock would likely decline.
OUR SUCCESS DEPENDS ON THE GROWTH OF COMMUNICATION NETWORKS AND THEIR USE OF
OPTICAL COMMUNICATION TECHNOLOGIES. IF THESE EVENTS DO NOT OCCUR, THE GROWTH
IN OUR NET SALES IS NOT LIKELY TO CONTINUE AND OUR BUSINESS WOULD LIKELY BE
SIGNIFICANTLY HARMED.
Our optical subsystems and components are used primarily in
enterprise, metropolitan area, wide area and telecommunication networks.
These markets are rapidly evolving and it is difficult to predict their
potential size or future growth rate. In addition, there is uncertainty as to
the extent to which optical communication technologies will be used
throughout these markets. Our success in generating revenue in these markets
will depend on the growth of these markets and their use of optical
communication technologies. If these markets grow more slowly than expected,
or if the use of optical communication technologies in these markets does not
expand, the growth in our net sales is not likely to continue and our
business would likely be significantly harmed.
WE MUST DEVELOP NEW PRODUCTS AND TECHNOLOGY AS WELL AS ENHANCEMENTS TO
EXISTING PRODUCTS AND TECHNOLOGY IN ORDER TO REMAIN COMPETITIVE. IF WE FAIL
TO DO SO, OUR PRODUCTS WILL NO LONGER BE COMPETITIVE AND OUR NET SALES WILL
DECLINE.
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The market for our products and technology is characterized by rapid
technological change, new and improved product introductions, changes in
customer requirements and evolving industry standards. Our future success
will depend to a substantial extent on our ability to develop, introduce and
support new products and technology on a successful and timely basis. If we
fail to develop and deploy new products and technologies or enhancements of
existing products on a successful and timely basis or we experience delays in
the development, introduction or enhancement of our products and
technologies, our products will no longer be competitive and our net sales
will decline.
The development of new, technologically advanced products is a
complex and uncertain process requiring high levels of innovation and highly
skilled engineering and development personnel, as well as the accurate
anticipation of technological and market trends. We cannot assure you that we
will be able to identify, develop, manufacture, market or support new or
enhanced products successfully, if at all, or on a timely basis. Further, we
cannot assure you that our new products will gain market acceptance or that
we will be able to respond effectively to product announcements by
competitors, technological changes or emerging industry standards. Any
failure to respond to technological change would significantly harm our
business.
OUR PRODUCTS ARE INCORPORATED INTO LARGER SYSTEMS WHICH MUST COMPLY WITH
VARIOUS DOMESTIC AND INTERNATIONAL GOVERNMENT REGULATIONS. IF THE PERFORMANCE
OF OUR PRODUCTS CONTRIBUTES TO OUR CUSTOMERS' INABILITY TO COMPLY WITH THESE
REQUIREMENTS, WE MAY LOSE THESE CUSTOMERS AND OUR NET SALES WILL DECLINE.
In the United States, our products are incorporated into larger
systems which must comply with various regulations and standards defined by
the Federal Communications Commission and Underwriters Laboratories.
Internationally, our products are incorporated into larger systems which must
also comply with standards established by local authorities in various
countries which may vary considerably. If the performance of our products
contributes to our customers' inability to comply with existing or evolving
standards established by regulatory authorities or to obtain timely domestic
or foreign regulatory approvals we may lose these customers and our net sales
will decline.
IF OUR PRODUCTS FAIL TO COMPLY WITH EVOLVING INDUSTRY STANDARDS OR
ALTERNATIVE TECHNOLOGIES IN OUR MARKETS, WE MAY BE REQUIRED TO MAKE
SIGNIFICANT EXPENDITURES TO REDESIGN OUR PRODUCTS.
Our products comprise only a part of an entire networking system and
must comply with evolving industry standards in order to gain market
acceptance. In many cases, we introduce a product before an industry standard
has become widely accepted. Because industry standards do not exist in some
cases at the time we are developing new products, we may develop products
that do not comply with the eventual industry standard. If this occurs, we
would need to redesign our products to comply with adopted industry
standards. In addition, if alternative technologies are adopted as an
industry standard within our target markets, we would have to dedicate
significant time and resources to redesign our products to meet this new
industry standard. If we are required to redesign our products, we may incur
significant expenses and losses due to lack of customer demand, unusable
purchased components for these products and the diversion of our engineers
from future product development efforts. If we are not successful in
redesigning our products or developing new products to meet new standards or
any other standard that may emerge, our net sales will decline.
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WE DERIVE A SIGNIFICANT PORTION OF OUR NET SALES FROM A FEW LARGE CUSTOMERS,
AND OUR NET SALES MAY DECLINE SIGNIFICANTLY IF ANY OF THESE CUSTOMERS
CANCELS, REDUCES OR DELAYS PURCHASES OF OUR PRODUCTS.
Our success will depend on our continued ability to develop and
manage relationships with significant customers. For the three months ended
July 31, 2000, our three largest customers and their respective contract
manufacturers accounted for 45% of our net sales, with Cisco, EMC together
with its business partners JNI and McData, and Alcatel accounting for 20%,
15% and 10% of our net sales, respectively. For the 2000 fiscal year, our
three largest customers and their respective contract manufacturers accounted
for 44% of our net sales, with Cisco, Nortel and Alcatel accounting for 26%,
10% and 8% of our net sales, respectively. We expect our dependence on sales
to a small number of large customers to continue.
The markets in which we sell our products are dominated by a
relatively small number of systems manufacturers, thereby limiting the number
of our potential customers. As a result, our relationships with these
customers are critically important to our business. We cannot assure you that
we will be able to retain our largest customers, that we will be able to
attract additional customers or that our customers will be successful in
selling their products which incorporate our products. Our customers have in
the past sought price concessions from us and will continue to do so in the
future. Further, some of our customers may in the future shift their
purchases of products from us to our competitors or to joint ventures between
these customers and our competitors. The loss of one or more of our largest
customers, our inability to successfully develop relationships with
additional customers or future price concessions that we may make could cause
our net sales to significantly decline.
OUR SALES CYCLE RUNS FROM OUR CUSTOMERS' INITIAL DESIGN TO PRODUCTION FOR
COMMERCIAL SALE. THIS CYCLE IS LONG AND UNPREDICTABLE AND MAY CAUSE OUR NET
SALES TO DECLINE OR INCREASE OUR OPERATING EXPENSES.
We cannot predict the timing of our sales accurately because of the
length of our sales cycles. As a result, if sales forecasts from specific
customers are not realized, we may be unable to compensate for the sales
shortfall and our net sales may decline. The period of time between our
initial contact with a customer and the receipt of a purchase order may span
up to a year or more, and varies by product and customer. During this time,
customers may perform, or require us to perform, extensive evaluation and
qualification testing of our products. Generally, they consider a wide range
of issues before committing to purchase our products, including ability to
interoperate with other subsystems and components, product performance and
reliability. We may incur substantial sales and marketing expenses and expend
significant management effort while our potential customers are qualifying
our products. Even after incurring these costs, we ultimately may not sell
any or only small amounts of our products to these potential customers.
Consequently, if new sales do not result from our efforts to qualify our
products, our operating expenses will increase.
OUR CUSTOMERS MAY CEASE PURCHASING OUR PRODUCTS AT ANY TIME AND MAY CANCEL OR
DEFER PURCHASES ON SHORT NOTICE, WHICH MAY CAUSE OUR NET SALES TO DECLINE OR
INCREASE OUR OPERATING EXPENSES.
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We generally do not have long-term contracts with our customers.
Sales are typically made pursuant to individual purchase orders, often with
extremely short lead times, that may be canceled or deferred by customers on
short notice without significant penalty. Our customers base their orders for
our products on the forecasted sales and manufacturing schedules for their
own products. Our customers have in the past significantly accelerated,
canceled or delayed orders for our products in response to unanticipated
changes in the manufacturing schedules for their own products, and will
likely do so again in the future. The reduction, cancellation or delay of
individual customer purchase orders could cause our net sales to decline.
Moreover, these uncertainties complicate our ability to accurately plan our
manufacturing schedule and may increase our operating expenses.
IF WE DO NOT DECREASE OUR MANUFACTURING COSTS OR INCREASE SALES OF HIGHER
MARGIN PRODUCTS AS THE AVERAGE UNIT PRICE OF OUR EXISTING PRODUCTS DECREASES,
OUR GROSS MARGINS WILL DECLINE.
The average unit price of our products generally decrease as the
products mature in response to increased competition, the introduction of new
products and increased unit volumes. Substantially all of our products are
designed and manufactured in our own facilities. Accordingly, a significant
portion of our cost of sales is fixed over the near term. In order to remain
competitive, we must continually reduce our manufacturing costs through
design and engineering changes and increases in manufacturing efficiencies.
We must also continue to develop and introduce on a timely basis new products
that incorporate features that can be sold at higher average selling prices.
Our inability to reduce manufacturing costs or introduce new products will
cause our gross margins to decline, which would significantly harm our
operating results.
THE MARKET FOR OPTICAL SUBSYSTEMS AND COMPONENTS IS HIGHLY COMPETITIVE, WHICH
MAY RESULT IN LOST SALES OR LOWER GROSS MARGINS.
The markets for optical subsystems and components are highly
competitive and are expected to intensify in the future. For optical
subsystems, we compete primarily with Agilent Technologies, Inc., Finisar
Corporation, Infineon Technologies Corp., International Business Machines
Corporation and Optical Communications Products, Inc. For optical components,
we compete primarily with Infineon Technologies Corp, Lucent Technologies
Inc., Molex, Inc. and Tyco International, Ltd. and numerous other smaller
companies. Many of these companies have substantially greater financial,
technical, marketing and distribution resources and brand name recognition
than we have. We expect that more companies, including some of our customers,
will enter the markets for our products. We may not be able to compete
successfully against either current or future competitors. Our competitors
continue to introduce improved products with lower prices, and we will have
to do the same to remain competitive. In addition, some of our current and
potential customers are attempting to integrate their operations by producing
their own optical subsystems or components or acquiring one or more of our
competitors which may eliminate the need to purchase our products.
Furthermore, larger companies in other related industries are developing and
acquiring technologies and applying their significant resources, including
their distribution channels and brand name recognition, in an effort to
capture significant market share. While this trend has not historically
impacted our competitive position, it may result in future decreases in our
net sales.
WE DEPEND ON SUPPLIERS FOR SEVERAL KEY COMPONENTS AND IF THESE SUPPLIERS ARE
UNABLE TO MEET OUR NEEDS, WE MAY EXPERIENCE DELAYS IN SHIPMENTS AND INCREASED
COSTS.
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We purchase several key components that are incorporated into our
products, such as semiconductor devices, from a limited number of suppliers.
We have experienced shortages and delays in obtaining key components in the
past and expect to experience shortages and delays in the future. These
shortages and delays have typically occurred when demand within the industry
has increased rapidly and exceeds the capacity of suppliers of key components
in the short term. Delays and shortages also often occur in the early stages
of a product's life cycle. The length of shortages and delays in the past has
varied from several days to a month. We are unable to predict the length of
any future shortages or delays.
We currently have two or more sources for all key components.
Although we enter into long- term agreements for the purchase of key
components from time to time, our purchases of key components are generally
made on a purchase order basis. We may also maintain an inventory of limited
source components to limit the potential impact of a component shortage.
The inability to obtain sufficient quantities of these components
that meet our quality requirements may interrupt and delay the manufacturing
of our products or result in the cancellation of orders for our products. In
addition, our suppliers could discontinue the manufacture or supply of these
components at any time. We may not be able to identify and integrate
alternative sources of supply in a timely fashion, or at all. Any transition
to alternative suppliers may result in delays in shipment and increased
expenses and may limit our ability to deliver products to our customers.
Furthermore, if we are unable to identify an alternative source of supply, we
may have to redesign or modify our products, which may cause delays in
shipments, increased design and manufacturing costs and increased prices for
our products.
IF WE ARE UNABLE TO MANAGE OUR GROWTH EFFECTIVELY, WE WILL INCUR ADDITIONAL
OPERATING EXPENSES AND OUR OPERATING RESULTS WILL SUFFER.
We have significantly expanded our operations over the last several
years and expect to continue to increase the scope of our operations in the
future. This growth has placed, and will continue to place, a strain on our
management systems and operational resources. As demand for our products
grows, we will need to expand our design and manufacturing capabilities, as
well as our sales, marketing and technical support. We will also need to
improve our financial and managerial controls, reporting systems and
procedures. The technical complexities of our products and the rapidly
evolving markets we serve will require a high level of management
effectiveness in managing the expansion of our operations. Our key management
personnel have limited experience in managing this type of growth. If we are
unable to manage our growth effectively, we will incur additional expenses
which will cause our operating results to suffer.
OUR SUCCESS DEPENDS ON OUR ABILITY TO HIRE AND RETAIN QUALIFIED TECHNICAL
PERSONNEL, AND IF WE ARE UNABLE TO DO SO, OUR PRODUCT DEVELOPMENT EFFORTS AND
CUSTOMER RELATIONS WILL SUFFER.
Our products require sophisticated manufacturing, research and
development, marketing and sales, and technical support. Our success depends
on our ability to attract, train and retain qualified technical personnel in
each of these areas. We intend to increase the number of our employees who
perform these functions. Competition for personnel in all of these areas is
intense and we may not be able to hire sufficient personnel to achieve our
goals or support the anticipated growth in our business. The market for the
highly-trained personnel we require is very competitive, due to the
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limited number of people available with the necessary technical skills and
understanding of our products and technology. If we fail to hire and retain
qualified personnel, our product development efforts and customer relations
will suffer.
OUR PRODUCTS MAY CONTAIN DEFECTS WHICH MAY CAUSE US TO INCUR SIGNIFICANT
COSTS, DIVERT OUR ATTENTION FROM PRODUCT DEVELOPMENT EFFORTS AND RESULT IN A
LOSS OF CUSTOMERS.
Our products are complex and may contain defects, particularly when
first introduced or as new versions are released. Our customers integrate our
subsystems and components into systems and products that they develop
themselves or acquire from other vendors. As a result, when problems occur in
equipment or a system into which our products have been incorporated, it may
be difficult to identify the source of the problem. We may be subject to
liability claims for damages related to product defects or experience
manufacturing delays as a result of these defects in the future, any or all
of which could be substantial. The length of any future manufacturing delays
in connection with a product defect will depend on the nature of the defect
and whether we or one of our component suppliers was the source of the
defect. Moreover, the occurrence of defects, whether caused by our products
or technology or the products of another vendor, may result in significant
customer relations problems and injury to our reputation and may impair the
market acceptance of our products and technology.
WE ARE SUBJECT TO ENVIRONMENTAL LAWS AND OTHER LEGAL REQUIREMENTS THAT HAVE
THE POTENTIAL TO SUBJECT US TO SUBSTANTIAL LIABILITY AND INCREASE OUR COSTS
OF DOING BUSINESS.
Our properties and business operations are subject to a wide variety
of federal, state, and local environmental, health and safety laws and other
legal requirements, including those relating to the storage, use, discharge
and disposal of toxic, volatile or otherwise hazardous substances used in our
manufacturing processes. We cannot assure you that these legal requirements
will not impose on us the need for additional capital expenditures or other
requirements. If we fail to obtain required permits or otherwise fail to
operate within these or future legal requirements, we may be required to pay
substantial penalties, suspend our operations or make costly changes to our
manufacturing processes or facilities. Although we believe that we are in
compliance and have complied with all applicable legal requirements, we may
also be required to incur additional costs to comply with current or future
legal requirements.
ECONOMIC, POLITICAL AND REGULATORY RISKS ASSOCIATED WITH INTERNATIONAL
OPERATIONS MAY LIMIT OUR SALES AND INCREASE OUR COSTS OF DOING BUSINESS
ABROAD.
A portion of our sales are generated from customers located outside
the United States, principally in Europe. We also operate manufacturing
facilities in China and the United Kingdom. Sales to customers located
outside of the United States, excluding sales to Methode and its affiliates,
were approximately 9.5% of our net sales during the three months ended July
31, 2000 and approximately 15.2% of our net sales in fiscal 2000. Our
international operations are subject to a number of risks and uncertainties,
including:
- difficulties in managing operations in different locations;
- changes in foreign currency rates;
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- longer accounts receivable collection cycles;
- difficulties associated with enforcing agreements through
foreign legal systems;
- seasonal reductions in business activities in some parts of
the world, such as during the summer months in Europe;
- trade protection measures and import and export licensing
requirements;
- changes in a specific country's or region's political or
economic conditions;
- potentially adverse tax consequences; and
- the potential difficulty in enforcing intellectual property
rights in some foreign countries.
These factors could adversely impact our international sales or
increase our costs of doing business abroad or impair our ability to expand
into international markets, and therefore could significantly harm our
business.
FUTURE ACQUISITIONS WE UNDERTAKE COULD HARM OUR BUSINESS BY DIVERTING OUR
RESOURCES AND INCREASING OUR COSTS.
We expect to actively pursue opportunities to buy other businesses
or technologies that would complement our current products, expand our
markets or enhance our technical capabilities, or that may otherwise offer
growth opportunities. Any future acquisitions may result in the use of
significant amounts of cash, the incurrence of debt, and amortization
expenses related to goodwill and other intangible assets. Our experience in
acquiring other businesses and technologies is limited. Acquisitions involve
numerous risks, including:
- difficulties in integrating operations, products, technologies
and personnel;
- unanticipated costs or write-offs associated with the
acquisition;
- diversion of management's attention from other business
concerns;
- diversion of capital and other resources from our existing
businesses; and
- potential loss of key employees of purchased organizations.
OUR RECENT ACQUISITIONS HAVE NOT GENERATED SIGNIFICANT SALES, AND IF THESE
BUSINESSES DO NOT BECOME PROFITABLE OUR OPERATING RESULTS COULD BE SERIOUSLY
HARMED.
In April 1999, Methode acquired Polycore Technologies, Inc., which we
operate as our Stratos Lightwave-Florida subsidiary. In December 1999, Methode
acquired the optoelectronics business of Spire Corporation, which we operate as
our Bandwidth Semiconductor subsidiary. The integration of these businesses into
our company is not complete. Since their acquisition by us, these
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businesses have focused on the introduction of new products and the expansion
of their manufacturing capabilities and have not generated significant
revenues. In addition, these businesses have required significant amounts of
capital to support their development activities, and we expect to continue to
invest substantial amounts of capital in these businesses for up to two years
after our initial public offering. If these businesses do not become
profitable, our operating results could be seriously harmed.
OUR INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS WOULD SIGNIFICANTLY
IMPAIR THEIR VALUE AND OUR COMPETITIVE POSITION.
We rely on a combination of patent, copyright, trademark and trade
secret laws, as well as confidentiality agreements and licensing
arrangements, to establish and protect our proprietary rights. Although we
have numerous issued patents and pending patent applications, we cannot
assure you that any patents will issue as a result of our pending patent
applications or, if issued, that any patent claim allowed will be
sufficiently broad to protect our technology. In addition, we cannot assure
you that any existing or future patents will not be challenged, invalidated
or circumvented, or that any right granted thereunder would provide us with
meaningful protection of our technology. Despite our efforts to protect our
proprietary rights, unauthorized parties may attempt to copy or otherwise
obtain and use our products or technology. We may be unable to detect the
unauthorized use of our intellectual property or to take appropriate steps to
enforce our intellectual property rights. Policing unauthorized use of our
products and technology is difficult. In addition, the laws of some foreign
countries do not protect our proprietary rights to the same extent as do the
laws of the United States. Further, enforcing our intellectual property
rights could result in the expenditure of significant financial and
managerial resources and the success of these efforts cannot be predicted
with certainty. Litigation may be necessary in the future to enforce our
intellectual property rights. This litigation could be costly and its outcome
cannot be predicted with certainty. Our inability to adequately protect
against unauthorized use of our intellectual property would significantly
impair its value and our competitive position.
WE ARE CURRENTLY INVOLVED IN PENDING LITIGATION WHICH, IF DECIDED AGAINST US,
COULD IMPAIR OUR ABILITY TO PREVENT OTHERS FROM USING OUR TECHNOLOGY, RESULT
IN THE LOSS OF FUTURE ROYALTY INCOME AND REQUIRE US TO PAY SIGNIFICANT
MONETARY DAMAGES.
Methode and Stratos are plaintiffs in four lawsuits relating to our
intellectual property rights. The first lawsuit was filed by Methode in April
1999 and is against Agilent Technologies, Inc., Finisar Corporation and
Hewlett-Packard Company, Inc. The second lawsuit was filed by Methode in
October 1999 and is against Infineon Technologies Corp. and Optical
Communications Products, Inc. In these actions, Methode alleges that
optoelectronic products sold by the defendants infringe upon between two and
five Methode patents. The defendants in these lawsuits have filed various
affirmative defenses. In addition, Finisar has filed counterclaims. The third
lawsuit was filed by Methode and Stratos in August 2000 against Tyco
International Ltd. (and affiliated companies Tyco Electronics Corporation,
Tyco International (PA), Inc., Tyco International (US), Inc. and Tyco
International SA) in the United States District Court for the Northern
District of Illinois, Eastern Division. In this action, Methode and Stratos
allege that optoelectronic products sold by the defendants infringe upon five
patents. Methode and Stratos have also alleged trademark infringement and
unfair competition by Tyco International Ltd. The fourth lawsuit was filed by
Methode and Stratos in September 2000 against Hewlett-Packard Company, Inc.,
Agilent
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Technologies, Inc. and Finisar Corporation in the United States District
Court for the Northern District of California. This suit alleges patent
infringement by the defendants concerning a newly reissued patent that is
related to the patents in the first suit discussed above.
As part of our separation from Methode, the Methode patents which
are the subject of these lawsuits and Methode's rights in these lawsuits have
been contributed to us and we have agreed to indemnify Methode against all
costs, expenses and liabilities associated with these lawsuits. These
lawsuits are in the preliminary stage, and we cannot predict their outcome
with certainty. We use the technologies covered by the patents that are the
subject of this litigation in the manufacture of optical subsystems which
represented approximately 58% of our net sales in the 2000 fiscal year. If
one or more of these patents were found to be invalid or unenforceable, we
would lose the ability to prevent others from using the technologies covered
by the invalidated patents. This could result insignificant decreases in our
sales and gross margins for our products that use these technologies. In
addition, we would lose the future royalty payments from our current
licensees of these patents. We could also be required to pay significant
monetary damages to one or more of the defendants or be required to reimburse
them for their legal fees. Accordingly, if one or more of these patents were
found to be invalid or unenforceable, our business would be significantly
harmed.
CLAIMS THAT WE INFRINGE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS COULD RESULT
IN SIGNIFICANT EXPENSES OR RESTRICTIONS ON OUR ABILITY TO SELL OUR PRODUCTS.
In recent years, there has been significant litigation in the United
States involving patents and other intellectual property rights. From time to
time, third parties may assert patent, copyright and other intellectual
property rights to technologies used in our business. In addition, our rights
to use our new name or other trademarks are subject to challenge by others.
Any claims, with or without merit, could be time-consuming, result in costly
litigation, and divert the efforts of our technical and management personnel.
If we are unsuccessful in defending ourselves against these types of claims,
we may be required to do one or more of the following:
- stop using the challenged trademarks or selling our products
that use or incorporate the relevant technology;
- attempt to obtain a license to sell or use the challenged
intellectual property, which license may not be available on
reasonable terms or at all; or
- redesign those products that use the relevant technology.
In the event a claim against us was successful and we could not
obtain a license to the relevant technology on acceptable terms or license a
substitute technology or redesign our products to avoid infringement, our
business would be significantly harmed.
RISKS RELATING TO OUR SEPARATION FROM METHODE ELECTRONICS
WE HAVE NEVER OPERATED AS A STAND-ALONE COMPANY AND OUR FUTURE SUCCESS WILL
DEPEND ON OUR ABILITY TO IMPLEMENT THE SYSTEMS AND CONTROLS NECESSARY TO
SUPPORT OUR BUSINESS.
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Our business was contributed and transferred to us by Methode as of
May 28, 2000. Prior to that date, Methode conducted our business through
various divisions and subsidiaries and has historically provided us with
operational, financial and other support. As a stand-alone company, we must
develop and implement the financial, management, information and reporting
systems and controls necessary to support our business. Furthermore, we will
need to continually improve our systems and controls as the size of our
company increases. Although Methode has agreed to provide us with various
interim services, these arrangements will generally terminate within one year
of the proposed spin-off. After the expiration of these arrangements, we may
not be able to replace these interim services on terms, including cost, as
favorable as those we will receive from Methode. We also cannot give any
assurance that we will be able to develop the necessary systems, resources
and controls to support our business.
OUR HISTORICAL FINANCIAL INFORMATION MAY NOT BE REPRESENTATIVE OF OUR RESULTS
AS A SEPARATE COMPANY.
Our historical financial information for periods ending on or prior
to April 30, 2000 may not reflect what our results of operation, financial
position and cash flows would have been had we been a stand-alone company for
the periods presented. Methode did not account for us as, and we were not
operated as, a stand-alone company during these periods. In addition, our
historical financial information is not necessarily indicative of what our
results of operations, financial position and cash flows will be in the
future. We have not made adjustments to reflect many significant changes that
will occur in our cost structure, funding and operations as a result of our
separation from Methode, including changes in our management structure and
employee benefit plans and the increased costs associated with being a
public, stand-alone company.
METHODE WILL CONTROL THE OUTCOME OF STOCKHOLDER VOTING AS LONG AS IT OWNS A
MAJORITY OF OUR COMMON STOCK AND MAY EXERCISE ITS VOTING POWER IN A MANNER
ADVERSE TO YOU.
Methode currently owns approximately 84.3% of our outstanding shares
of common stock. As long as Methode owns a majority of our outstanding common
stock, it will continue to be able to elect our entire board of directors and
generally be able to determine the outcome of all corporate actions requiring
stockholder approval. As a result, Methode will be in a position to continue
to control all matters affecting our company, including:
- a change of control of our company, including a merger;
- the acquisition or disposition of assets by our company;
- future issuances of common stock or other securities of our
company;
- the incurrence of debt by our company;
- the payment of dividends on our common stock; and
- some determinations with respect to the treatment of items in
our tax returns which are consolidated or combined with
Methode's tax returns.
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Methode's ability to control our company may result in the market
price of our common stock trading at a price lower than the price at which it
would trade if Methode did not own a controlling interest in our company.
Methode has indicated that it currently intends to divest its
remaining equity interest in our company six to twelve months after our
initial public offering, although it is not obligated to do so. We cannot
give any assurance that Methode will complete the divestiture of its equity
interest in our company in this time frame or at all. There are no
restrictions on Methode's ability to sell a controlling interest in our
company to a third party.
TWO OF OUR DIRECTORS MAY HAVE CONFLICTS OF INTEREST BECAUSE THEY ARE ALSO
DIRECTORS OF METHODE OR OWN SIGNIFICANT AMOUNTS OF METHODE'S STOCK.
Two members of our board of directors are also directors of Methode.
These directors will have obligations to both companies and may have
conflicts of interest with respect to matters potentially or actually
involving or affecting us, such as acquisitions and other corporate
opportunities that may be suitable for both Methode and us. In addition,
after our initial public offering and the proposed spin-off, these directors
will continue to own significant amounts of Methode's stock and options on
Methode's stock they acquired as directors or employees of Methode. This
ownership could create, or appear to create, potential conflicts of interest
when these directors are faced with decisions that could have different
implications for Methode and us.
OUR CHARTER CONTAINS PROVISIONS WHICH GENERALLY PERMIT METHODE TO ENGAGE IN
BUSINESS ACTIVITIES SIMILAR TO OUR BUSINESS WITHOUT OUR PARTICIPATION AND
LIMIT METHODE'S DUTY TO ADVISE US OF CORPORATE OPPORTUNITIES, WHICH MAY
RESULT IN OUR LOSS OF CORPORATE OPPORTUNITIES WHICH COULD BENEFIT US.
Our restated certificate of incorporation provides that Methode and
its officers, directors, agents, stockholders and affiliates will have the
right, except as otherwise agreed by Methode and us, to engage or invest in
any business activity, including business activities similar to our business,
and we will not have the right to participate with Methode in these business
opportunities. Our restated certificate of incorporation also contains
provisions which limit the duty of Methode and its directors, officers and
employees to advise us of business and investment opportunities which may be
of interest to our company. These provisions may result in our loss of
business and investment opportunities which could benefit us.
Methode and its affiliates have agreed not to engage anywhere in the
world in the manufacture or sale, other than to its current customers as of
the contribution date, of specified optoelectronic products and processes, or
the manufacture of standard fiber optic connector products and/or
accessories. These non-compete restrictions will terminate one year after the
spin-off date.
WE MAY HAVE POTENTIAL BUSINESS CONFLICTS OF INTEREST WITH METHODE WITH
RESPECT TO OUR PAST AND ONGOING RELATIONSHIPS, THE RESOLUTION OF WHICH MAY
NOT BE AS FAVORABLE TO US AS IF WE WERE DEALING WITH AN UNAFFILIATED PARTY.
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We currently have and, after the proposed spin-off, will continue to
have, various interim and ongoing agreements with Methode. As a result,
conflicts of interest may arise between Methode and us in a number of areas
relating to our past and ongoing relationships, including:
- the nature, quality and pricing of the interim services
Methode has agreed to provide to us;
- litigation, labor, tax, employee benefits and other matters
arising from our separation from Methode;
- major business combinations involving us; and
- sales or distributions by Methode of all or any portion of
its ownership interest in us.
We cannot assure you that we will be able to resolve any conflicts
we may have with Methode or, if we are able to do so, that the resolution
will be as favorable as if we were dealing with an unaffiliated party. The
agreements we have entered into with Methode may be amended by mutual
agreement of the parties. While we are controlled by Methode, it may be able
to require us to agree to amendments to these agreements that may be less
favorable to us than the current terms of these agreements.
WE HAVE AGREED TO CONTRACTUAL LIMITATIONS UNDER OUR SEPARATION AGREEMENTS
WITH METHODE WHICH COULD LIMIT THE CONDUCT OF OUR BUSINESS AND OUR ABILITY TO
PURSUE OUR BUSINESS OBJECTIVES.
We have agreed to contractual limitations under our separation
agreements with Methode which place restrictions on our ability to conduct
our business. Under our tax sharing and indemnification agreement with
Methode, we have agreed to limit our ability to complete acquisitions and
divestitures and issue capital stock. The purpose of these provisions is to
preserve Methode's ability to distribute its shares in our company to its
stockholders on a tax-free basis. These restrictions in the tax sharing and
indemnification agreement generally expire two years after Methode completes
its proposed spin-off of its equity interest in us.
Under our initial public offering and distribution agreement with
Methode, we have agreed not to take any action which would limit Methode's
ability to sell our shares or its rights as a stockholder of our company in a
manner which is not applicable to our stockholders generally. In addition, we
have agreed not to issue, prior to the proposed spin-off, any shares of
common stock or rights, warrants or options to acquire our stock, if such
issuance would result in Methode owning less than 80.5% of our common stock.
These restrictions in the initial public offering and distribution agreement
will be binding on us as long as Methode owns at least 50% of our outstanding
common stock or until Methode notifies us that it no longer intends to
proceed with the proposed spin-off.
Under our master separation agreement with Methode, we and our
affiliates have agreed not to engage in:
- the manufacture or sale, other than to our current customers
as of the contribution date, of standard cable assemblies and
specified cable management cabinets and
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value-added cable assemblies for local area networks, data
centre, telecom and other project installation driven
applications in Europe;
- the manufacture or sale of electronic interconnect devices
anywhere in the world; and/or
- the sale of standard cable assembly or cable management
cabinets in combination with system integration or system
installation services to end-user clients in the United States
and Europe.
Any of these restrictions could materially limit the way in which we
conduct our business and our ability to pursue our business objectives.
IF THE PROPOSED SPIN-OFF IS NOT TAX-FREE, WE COULD BE LIABLE TO METHODE FOR
THE RESULTING TAXES, WHICH WOULD SIGNIFICANTLY HARM OUR BUSINESS.
Methode has indicated that it intends to divest its remaining equity
interest in us by means of a tax-free spin-off. We have agreed to indemnify
Methode in the event the spin-off is not tax-free to Methode for reasons
including actions taken by or with respect to us or our failure to take
various actions, all as set forth in our tax sharing agreement with Methode.
We may not be able to control some of the events that could trigger this
liability. In particular, any acquisition of us by a third party within two
years of the spin-off could result in the spin-off becoming a taxable
transaction and give rise to our obligation to indemnify Methode for any
resulting tax or other liability. If we were to become obligated to indemnify
Methode for this liability, our financial condition and business would be
significantly harmed.
OUR SEPARATION FROM METHODE MAY RESULT IN OUR LOSS OF THE RIGHT TO USE SOME
LICENSED INTELLECTUAL PROPERTY RIGHTS USED IN OUR BUSINESS, WHICH MAY RESULT
IN LOSS OF SALES OR AN INCREASE IN OUR COSTS.
We benefit from various license agreements for intellectual property
rights related to our business which were entered into by Methode prior to
the contribution and transfer of our business to us. Under the general
assignment and assumption agreement between Methode and our Stratos
Lightwave, LLC subsidiary, Methode has agreed to use its commercially
reasonable efforts to obtain any necessary consents or approvals in
connection with the transfer of these licenses to us. If Methode is unable to
obtain these consents and transfer these licenses to us, we would be required
to discontinue using the licensed technology, attempt to obtain a similar
license which may not be available on reasonable terms or at all, or redesign
our products, which may result in loss of sales or an increase in our costs.
RISKS RELATING TO THE SECURITIES MARKETS AND OWNERSHIP OF OUR COMMON STOCK
THE MARKET PRICES FOR SECURITIES OF TECHNOLOGY RELATED COMPANIES HAVE BEEN
VOLATILE IN RECENT YEARS AND OUR STOCK PRICE COULD FLUCTUATE SIGNIFICANTLY.
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Our common stock has been publicly traded only since June 27, 2000.
The market price of our common stock has been subject to significant
fluctuations since the date of our initial public offering. These
fluctuations could continue. Factors that could affect our stock price
include:
- economic and stock market conditions generally and
specifically as they may impact participants in the
communication industry;
- earnings and other announcements by, and changes in market
evaluations of, participants in the optical communication
industry;
- changes in financial estimates and recommendations by
securities analysts following our stock;
- announcements or implementation by us or our competitors of
technical innovations or new products;
- strategic moves by us or our competitors, such as
acquisitions; and
- actions by Methode prior to the proposed spin-off of our
common stock.
In addition, the securities of many companies have experienced
extreme price and volume fluctuations in recent years, often unrelated to the
companies' operating performance. Specifically, market prices for securities
of technology related companies have frequently reached elevated levels,
often following their initial public offerings. These levels may not be
sustainable and may not bear any relationship to these companies' operating
performances.
SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK IN THE OPEN MARKET COULD
CAUSE OUR STOCK PRICE TO DECLINE.
Methode currently owns 54,029,807 shares of our common stock,
representing approximately 84.3% of our outstanding shares of common stock.
Methode has indicated that it currently intends to divest its remaining
equity interest in our company six to twelve months after our initial public
offering, although it is not obligated to do so. If Methode distributes these
shares to its stockholders through the proposed spin-off, they would be
eligible for immediate resale in the public market, other than shares held by
our affiliates. We are unable to predict whether significant amounts of our
common stock will be sold in the open market in anticipation of, or
following, this spin-off. Methode has the sole discretion to determine the
timing, structure and the terms of the spin-off, all of which may affect the
trading levels of our common stock. In addition, if Methode does not proceed
with the spin-off, it will have the right to require us to register its
shares of our common stock under the U.S. federal securities laws for sale
into the public market. Any sales of substantial amounts of our common stock
in the open market, or the perception that these sales might occur, whether
as a result of the spin-off or otherwise, could cause the market price for
our common stock to decline.
PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW MAY DELAY OR PREVENT AN
ACQUISITION OF OUR COMPANY, WHICH COULD DECREASE THE VALUE OF YOUR SHARES.
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Our restated certificate of incorporation and bylaws and Delaware
law contain provisions that could make it more difficult for a third party to
acquire us without the consent of our board of directors. These provisions
include a classified board of directors and limitations on actions by our
stockholders by written consent. In addition, our board of directors has the
right to issue preferred stock without stockholder approval, which could be
used to dilute the stock ownership of a potential hostile acquiror. Delaware
law also imposes some restrictions on mergers and business combinations
between us and any holder of 15% or more of our outstanding common stock.
These provisions apply even if the offer may be considered beneficial by some
stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As of July 31, 2000, we had cash and cash equivalents of $189.2
million, consisting mainly of investment grade marketable securities with
maturities less than 180 days. Because of their short maturities, a sudden
change in market interest rates would not have a material impact on the fair
value of these securities. Accordingly, we would not expect our operating
results or cash flows to be affected to any significant degree by the effect
of a sudden change in market interest rates on our securities portfolio.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Methode and Stratos are plaintiffs in four lawsuits relating to our
intellectual property rights. The first lawsuit was filed by Methode in April
1999 in the United States District Court for the Northern District of
Illinois and is against Agilent Technologies, Inc., Finisar Corporation and
Hewlett-Packard Company, Inc. In August 1999, the lawsuit was transferred to
the United States District Court for the Northern District of California. The
second lawsuit was filed by Methode in October 1999 in the United States
District Court for the Northern District of California and is against
Infineon Technologies Corp. and Optical Communications Products, Inc. In
these actions, Methode alleges that optoelectronic products sold by the
defendants infringe upon two or more of five Methode patents. Methode also
alleges that Finisar breached its obligations under a license and supply
agreement with Methode by failing to provide it with information regarding
new technology related to the products licensed under the agreement. Methode
seeks monetary damages and injunctive relief. The defendants in these
lawsuits have filed various affirmative defenses and contend that the Methode
patents are invalid, unenforceable and/or not infringed by the products sold
by the defendants and, if successful, are seeking attorneys' fees and costs
in connection with the lawsuit. In addition, Finisar has filed counterclaims
asserting that one of its founders is the primary inventor of the technology
that is the subject of all five patents, that Methode improperly obtained the
patents based on Finisar's disclosure of the technology to Methode and that
Finisar is the rightful owner or co-owner of the patents. Finisar and
Infineon have alleged that Methode failed to disclose certain information to
the Patent and Trademark Office (PTO) that, if known to the PTO, would have
prevented the issuance of one of the patents and that Methode engaged in
inequitable conduct before the PTO. Infineon's inequitable conduct claim has
been dismissed by the court. Finisar has also alleged breach of contract,
conversion, trespass, unfair competition and unjust enrichment and seeks
unspecified compensatory damages, restitution and the correction of
inventorship with respect to the five Methode patents. On May 4, 2000, the
Court granted Methode's motion to dismiss with
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prejudice Finisar's counterclaims for conversion, trespass, unfair
competition and unjust enrichment on the grounds that these claims are
preempted by federal patent laws.
The third lawsuit was filed by Methode and Stratos in August 2000
against Tyco International Ltd. (and affiliated companies Tyco Electronics
Corporation, Tyco International (PA), Inc., Tyco International (US), Inc. and
Tyco International SA) in the United States District Court for the Northern
District of Illinois, Eastern Division. In this action, Methode and Stratos
allege that optoelectronic products sold by the defendants infringe upon five
patents. Methode and Stratos have also alleged trademark infringement and
unfair competition by Tyco International Ltd. The fourth lawsuit was filed by
Methode and Stratos in September 2000 against Hewlett-Packard Company, Inc.,
Agilent Technologies, Inc. and Finisar Corporation in the United States
District Court for the Northern District of California. This suit alleges
patent infringement by the defendants concerning a newly reissued patent that
is related to the patents in the first suit discussed above.
As part of our separation from Methode, the six Methode patents
which are the subject of these lawsuits and Methode's rights in this
litigation have been contributed to us and we have agreed to indemnify
Methode against all costs, expenses and liabilities associated with these
lawsuits. We intend to pursue these lawsuits and defend against these
counterclaims vigorously. These lawsuits are in the preliminary stage, and we
cannot predict their outcome with certainty. Patent litigation is
particularly complex and can extend for a protracted time, which can
substantially increase the cost of such litigation. We use the technologies
covered by the patents that are the subject of this litigation in the
manufacture of optical subsystems which represented approximately 58% of our
net sales in the 2000 fiscal year. If one or more of these patents were found
to be invalid or unenforceable, we would lose the ability to prevent others
from using the technologies covered by the invalidated patents. This could
result in significant decreases in our sales and gross margins for our
products that use these technologies. In addition, we would lose the future
royalty payments from our current licensees of these patents. We could also
be required to pay significant monetary damages to one or more of the
defendants and/or be required to reimburse them for their legal fees.
Accordingly, if one or more of these patents were found to be invalid or
unenforceable, our business would be significantly harmed.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Pursuant to a Master Separation Agreement dated as of May 28, 2000,
Stratos Lightwave issued 54,028,807 shares of common stock to Methode
Electronics, Inc. Stratos Lightwave believes that this issuance was exempt
under Section 4(2) of the Securities Act of 1933 as a transaction not
involving any public offering. No underwriters were involved in connection
with this transaction.
Stratos Lightwave's registration statement on Form S-1 filed under
the Securities Act of 1933, Commission File No. 333-34864, was declared
effective by the Commission on June 26, 2000. A total of 10,062,500 shares of
our common stock were registered pursuant to this registration statement. The
managing underwriters for the offering were Lehman Brothers, CIBC World
Markets, U.S. Bancorp Piper Jaffray, Robert W. Baird & Co., Tucker Anthony
Cleary Gull, and Fidelity Capital Markets, a division of National Financial
Services Corporation.
The offering commenced on June 26, 2000 and has been completed. All
10,062,500 registered shares, including 1,312,500 shares sold upon exercise
of the underwriters' overallotment
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option, were sold by Stratos Lightwave at an initial public offering price of
$21.00 per share. The aggregate underwriting discount paid in connection with
the offering was $14,791,875. Stratos Lightwave estimates that other expenses
of the offering total $2.5 million, of which $1.0 million will be paid by
Methode pursuant to the Initial Public Offering and Distribution Agreement
between Methode and Stratos Lightwave.
The net proceeds from the offering, after deducting the underwriting
discount and the estimated offering expenses to be paid by Stratos Lightwave,
were approximately $195 million. Uses of proceeds to date include $5.5
million for the purchase of equipment and facilities, a payment of $3.0
million to Rockledge Microelectronics, Inc. (formerly Polycore Technologies,
Inc.) for additional purchase price in connection with our purchase of our
Stratos Lightwave-Florida subsidiary, repayment of $2.7 million of advances
from a Methode subsidiary, and $333,000 for repayment of a note assumed in
connection with the acquisition of our Stratos Ltd. subsidiary. The remainder
of the proceeds will be used for general corporate purposes, including
working capital, capital expenditures, research and development, and payments
to Methode Electronics for transition services. Pending these uses, the
remaining net proceeds have been invested in short-term interest bearing,
investment grade marketable securities.
Other than the repayment of advances from a Methode subsidiary
described above and the payment of the additional purchase price described
above in connection with our Stratos Lightwave- Florida acquisition which was
paid to two of our officers (and the payment of salaries and expense
reimbursements to employees in the ordinary course of business), none of the
net proceeds of the offering have been paid, directly or indirectly, to any
Stratos Lightwave director or officer or any of their associates, to any
persons owing 10 percent or more of our common stock, or to any Stratos
Lightwave affiliate.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS. Please see the Exhibit Index following the signature
page.
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed by the
Registrant in the quarter ended July 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Stratos Lightwave, Inc.
By: /s/ James W. McGinley
----------------------
James W. McGinley
President and Chief Executive Officer
By: /s/ David A. Slack
----------------------
David A. Slack
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<S> <C>
1.1 Form of Underwriting Agreement (1)
3.1 Certificate of Incorporation of Registrant (1)
3.2 Restatement Certificate of Incorporation of Registrant (1)
3.3 Bylaws of Registrant (1)
4.1 Specimen certificate representing the common stock (1)
10.1 Master Separation Agreement between Methode Electronics, Inc.
and Registrant (1)
10.2 Initial Public Offering and Distribution Agreement between
Methode Electronics, Inc. and Registrant
10.3 Tax Sharing and Indemnification Agreement between Methode
Electronics, Inc. and Registrant
10.4 Master Transitional Services Agreement between Methode
Electronics, Inc. and Registrant (1)
10.5 Employee Matters Agreement between Methode Electronics, Inc.
and Registrant (1)
10.6 Registration Rights Agreement between Methode Electronics,
Inc. and Registrant
10.7 General Assignment and Assumption Agreement between Methode
Electronics, Inc. and Stratos Lightwave, LLC (1)
10.8 Form of Indemnity Agreement between Registrant and
Registrant's directors and officers (1)
10.9 Stratos Lightwave, Inc. 2000 Stock Plan, as amended
10.10 Promissory Note of the Registrant payable to Methode
Development Company (1)
27.1 Financial Data Schedule
</TABLE>
-------------------------
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 effective June 26, 2000.
