Exhibit 99.1
JDS UNIPHASE CONFERENCE CALL SCRIPT
SECOND QUARTER FY 2003 RESULTS JANUARY 23, 2003
JOZEF
Welcome to the call. I am here with Syrus Madavi, our President and COO,
and Tony Muller, our Chief Financial Officer. Today we will report on the second
quarter of our fiscal year 2003: I will provide an overview of our business,
Syrus will review our markets and operations, and Tony will review the financial
results. Afterwards, we will open the call for your questions.
First, I will ask Tony to review the safe harbor statement.
TONY
Forward Looking Language
We would like to advise you that our report and the discussions we will
have today include forward-looking statements. Forward-looking statements are
all statements we make, other than those dealing specifically with historical
matters (that is our historical financial results and any statements we make
about the conduct of our business, operations and finances up to this moment).
Our forward-looking statements include any information or projections we provide
on future economic conditions, industry trends, business operations and
financial guidance. All forward looking statements mentioned are subject to
risks and uncertainties that could cause actual results to differ materially
from those projected in the forward looking statements. Some, but not all, of
these risks and uncertainties are discussed from time to time in the press
releases and securities filings of the company with the SEC, particularly the
"Risk Factors" section of our Form 10-Q filed for the quarter ended September
30, 2002.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
JOZEF
Thank you, Tony. I will now review the general status of the market and
the Company.
General status of the market and Company
- We completed our second fiscal quarter with sales of $157 million, which
is within the guidance provided. As our customers and carriers work through the
current environment, we are seeing encouraging signs of stability in the market.
Accordingly, we expect sales for next quarter to be in the range of $155 to 165
million.
- The expected results for next quarter combined with the overall trends of
the industry give an indication that we may be approaching a bottom in this
telecom cycle.
- Of current interest to the communications industry is the considerable
discussion regarding potential changes to the regulatory environment, which
could significantly affect network build-out and, hence, our communications
business. The matter of the FCC proposing regulation changes has been well
speculated in the press, so we won't add to the debate today. However, I will
say that our customers yearn for a decision, which would spur opportunities for
increased investments and innovation in new broadband communications
facilities.
- Our ongoing strategy for our communications business is to focus our efforts
on the most promising market opportunities, while maintaining our capabilities
in those markets that are relatively dormant such as long-haul or submarine. At
this time, we are increasing our activities towards applications for the metro,
access and edge, as well as enterprise networks. Particularly suited for these
market segments are our Transmission products. The CATV market is also
relatively robust and we continue to exploit arising opportunities.
- There is an increasing trend towards greater integration of components with
more electronics and software control. We believe the move to more module and
subsystem solutions offers a broader functionality and cost performance value to
our customers. Because of our strong optical engineering and technical talents,
our customers are increasingly inviting us to discuss opportunities to design
higher level, subsystem products into their networks. This is leading to an
increased emphasis on market penetration for our Network Ready
Products.
- In addition to communications and at the Company's fundamental core is our
optics technology which continues to serve several, diverse markets, including
display, instrumentation, biotech, document authentication, decorative, defense
and aerospace. Some of these markets have been more resistant to the difficult
economic conditions and have even offered growth opportunities during this time,
and we are adapting and investing Company resources accordingly.
- We have a diverse group of businesses, and our strategy is to manage each,
consistent with the growth and financial prospects for each. This requires that
we fund new product development in each and pursue mergers and acquisitions, as
appropriate to the circumstances and opportunities of each business.
- As an example, we believe the growing need for counterfeit protection among
a wide range of branded consumer and luxury items is well served by our optical
authentication technologies.
- Today we announced the acquisition of LA Label to extend
our optical technology capabilities in product security and authentication.
JDS Uniphase is already a global leader in optical authentication
technologies through our Flex Products business unit, whose ColorShift
technology protects the currencies of 90 countries. With this acquisition, Flex'
SecureShift™ pigment technology can now be integrated into labels and
packaging to protect the world's leading brands against the epidemic problem of
counterfeiting. Brand security is a matter gaining great attention today, as
product counterfeiting is costing billions of dollars annually in lost revenue
to companies in a broad range of markets.
- Our ability to invest in such promising opportunities is a result of the
Company's strong financial position. Our ongoing financial strength and
stability are a source of comfort and reassurance for our customers, providing a
platform for building ongoing partnerships.
- We are protecting our financial position by working to reach break-even and
profitability quickly. Toward this end, we have made continued progress with our
Global Realignment Program, taking actions that we believe will bring our annual
cost savings rate to almost $1.3 billion as compared to the expense levels at
the beginning of the program. In fact, we are accelerating our targets, as Syrus
will explain further.
- JDS Uniphase remains innovative, as evident in our recent development
efforts for SecureShift™, as well as in our other product and technology
development activities this quarter including our introduction of a family of
transmission modules for network edge, metro and enterprise applications. Syrus
will provide further information shortly.
- In conclusion, JDS Uniphase remains strong with markets we believe have
positive, long-term outlooks. We remain innovative, adaptable and committed to
achieve our objectives.
Syrus will now review Operations.
SYRUS
Thanks Jozef.
Good afternoon, I would like to give you additional insight into the actions
we are taking to move the company closer to profitability:
- First, the company remains intensely focused on making overhead costs
commensurate with the current revenue level.
- Second, we have re-focused our communications market strategy much more on
the metro, access, LAN and storage area network segments, while sustaining our
core competencies for the long haul market which we believe will remain less
than robust for the next two years.
- So, to comment on the progress of our restructuring which we have been
communicating under the name Global Realignment Program. Under this corporate
wide initiative, we have modified our manufacturing strategy to build our high
volume products either at contract manufacturers, or in our factories in China.
This has allowed us to close 58 sites worldwide, and restructure the remaining
sites to more effectively focus on differentiated, low volume products and new
product development. We expect the great majority of these initiatives to be
completed by September 2003, providing us, with margin expansion. We have also
centralized all supply chain management and purchasing which we expect to bring
us significantly lower material costs. Tony will be commenting about our gross
margin perspectives later.
- As a result of our efforts to restructure our manufacturing, our fixed
manufacturing overhead has been, and will be, further reduced significantly, and
yet we believe we will be able to respond to a substantially higher level of
demand when our markets strengthen.
- Concurrent with our efforts to reduce the cost of goods sold for our
products, we have taken corporate wide initiatives to considerably reduce
overhead expenses. In particular, during our last conference call, we reported
that we centralized our finance, human resources, and IT organizations. This
initiative will be largely complete by the end of June and is expected to result
in an annual expense reduction of about $50 million a year. We have also taken
actions to reduce marketing and selling expenses.
- In the area of Research and Development, we are refocusing our communication
projects more on access, metro, LAN, and storage area network markets. At the
same time, we are sustaining our core competencies to serve long haul and
undersea markets when demand resumes. During the second quarter we reduced
R&D by $4 million or 11%. Nevertheless, R&D expenses as a percent of
sales remained a healthy 24%. Going forward, we intend to continue incrementally
lowering our R&D expenses, while maintaining our commitment to optical
communication markets, and leveraging our optical technologies for non-communication
applications.
- To summarize the status of our Global Realignment Program, as you may recall
this massive restructuring began in March of 2001 and we expect it to be
successfully completed by December 2003. To date, the overall cost of the
program has been $1.1 billion, resulting in an estimated annual savings rate of
$1.1 billion. Going forward, we expect the program to cost an additional $130
million resulting in an estimated additional annual savings rate of $215
million.
- To date the Global Realignment Program has used approximately $222 million
in cash and we expect additional cash outlays of just under $200 million over
future quarters.
- Our employment has been reduced from 29,000 in March 2001 to just below
7,000 today.
Due to these cost reduction efforts, we are on track to achieve operating
cash flow breakeven at a level of $200 million in revenue per quarter by the end
of calendar 2003.
Markets and Technology
Although we have made significant changes to the Company, our product and
market development teams have remained innovative and responsive to market
needs.
- We introduced 34 new products in the first half of the fiscal year and have
over 40 scheduled for release for the second half. In our communications markets
we are emphasizing transmission products for network edge, access, metro and
enterprise applications.
- Nearly half of our new module and component products are for transmission,
compared to less than 20% in previous years.
- Most recently, we introduced the CT2 Series transceiver family optimally
suited for OC 3, 12, and 48 SONET applications. These products bring together
the high performance characteristics of telecommunication products with the low
cost and ease of use associated with data communications products.
In summary, I believe we are making excellent progress to size our expenses
to the current level of revenue while focusing the Company on more fertile
markets and maintaining upside potential for when the communications market
becomes more robust.
Jozef.
JOZEF
Thank you, Syrus. And now Tony will review the financial results.
TONY
Numbers for the Quarter
Let me review the key financial numbers for the quarter. I will be
referring to our pro forma presentation of financial results. A detailed
reconciliation of our pro forma information to GAAP results is included in
detail in today's results press release which is available at
www.jdsu.com. Sales of $157 million in the quarter were down 19% from the first
quarter and consistent with our sales guidance (down 12% after normalizing for
cancellation revenues).
- Gross margin declined from the first quarter because of lower volume and
lower cancellation revenue. However, it was comparable to the first quarter on a
normalized basis, as I will discuss below.
- We are continuing to see the impact of the Global Realignment Program on our
cost structure and expect it to become more significant in the third and fourth
quarters.
- The Global Realignment Program progressed further and we have increased the
anticipated annual savings rate to almost $1.3 billion as compared to our cost
structure at the commencement of the program.
- Our financial condition remains strong. Cash and short-term investments at
the end of December were $1.33 billion, of which over $1.28 billion was in cash
and short-term fixed income investments.
Looking at the quarter in more detail let me start with our operating
results.
- Sales to North American customers in the second quarter represented 72% of
total sales, European customers 16%, and Asian customers 12%.
- Texas Instruments, an important customer for our display products
represented 15% of sales for the quarter
- Our sales for the quarter included cancellation charges of under $4 million,
less than was contemplated in our guidance for the quarter.
- Communication products represented $75 million in sales, or 48% of total
sales. Revenue in this segment was down 31% sequentially, 20% excluding the
decline in cancellation revenue
- Our Thin Film Products Group (our non-communications sales) accounted for
$82 million in sales, or 52% of total sales. Sales in this segment declined 3%
from the first quarter because of customer inventory adjustments, which we noted
when we provided guidance three months ago.
- Our Communications segment reported a loss while TFPG reported a profit,
albeit lower than in the first quarter because of lower sales, a less favorable
product mix and higher R&D spending, offset in part by lower SG&A
expenses.
- Modules represented approximately 65% of communications sales for the
quarter. This percentage was 60%, 50%, and 40% in the prior three quarters,
respectively. It shows a clear shift in our business.
- Our book-to-bill ratio was below one for the quarter, but above the first
quarter.
Gross margin (pro forma)
- Our pro forma gross margin, including realignment and other charges was
minus one percent of sales. Pro forma gross margin includes the benefit of
cancellation revenue, inventory write-downs, the sale of inventory previously
written off, and Global Realignment Program charges. Normalizing for these
factors, in particular the decline in cancellation revenue from the first
quarter, results in the same pro forma gross margin as the first quarter, or
about minus 2% of sales. Holding pro forma gross margin constant in the face of
19% sales decline reflects the significant cost reductions made under our Global
Realignment Program.
However, our pro forma gross margin was below our guidance of 4 to 8% of
sales because of mix changes and an unanticipated inventory write-down in a
communications product line.
- Our results reflect a $1 million net charge when comparing inventory write-
downs to the use of previously written off inventory. (We used approximately $15
million in previously written down inventory, and wrote down $16
million)
R&D (pro forma)
- Excluding Global Realignment Program charges, R&D expenses were $37
million or 24% of sales for the quarter, down 11% from the first quarter, a
reflection of the progress we continue to make in increasing our R&D
productivity and otherwise reducing expenses. R&D expenses were below the
amounts generally forecasted by analysts covering JDS Uniphase as well as our
internal forecasts, yet we continue to invest heavily in our most promising
opportunities.
SG&A (pro forma)
- SG&A expenses, excluding Global Realignment Program charges, were
$60 million for the quarter or 39% of sales. SG&A expenses were up
in the second quarter because of the accelerated
depreciation related to our significant IT restructuring, accruals for dispute
resolutions being negotiated, higher insurance premiums and the time and costs
of completing some of our administrative centralization programs. We continue significant restructuring of SG&A functions,
including major changes to our IT structure, and we anticipate their effect to
be considerable by the fourth fiscal quarter as we will discuss later.
Other items
- Our operating results for the quarter reflected lower depreciation
because of asset dispositions and prior fixed asset write-downs.
- Interest and other income was $7 million for the quarter.
- Our GAAP loss for the quarter was $215 million and the pro forma loss was
$185 million or $0.13 per share, reflecting lower sales and gross margin as well
as the SG&A expense items mentioned earlier. These results include $92
million in Global Realignment Program costs and exclude the costs we have
historically excluded from pro forma results, primarily those related to merger
and acquisition charges as well as the reduction in the value of long-lived
assets and gains and losses on investments.
- The pro forma loss per share exceeded our guidance of a $.05 to $.07 per
share loss because of Global Realignment Program charges and the pro forma gross
margin and SG&A items mentioned above.
- For the second quarter we recorded an income tax provision of under $1
million and shares for the quarter were 1.415 billion.
Global Realignment Program
- The total costs of this program are now estimated to be $1.2 billion of
which approximately $1.1 billion was incurred through the end of the second
quarter.
- In the second quarter we recorded net charges of $92 million, of virtually
all was charged to operating expenses. Included in the costs of the Global
Realignment Program are charges for employee severance, lease costs, accelerated
depreciation, and moving and employee costs related to the phasing out of
certain facilities and equipment.
- To date actions taken under the Global Realignment Program have reduced our
annual cost rate by almost $1.1 billion. Under the Program, we expect to reduce
our annual expense rate by $215 million more.
- We continue to expect to reduce our operating cash flow break-even to $200
million per quarter by the end of calendar 2003. We continue to work to improve
if further
- I would remind the call that the above forecasts are based on our
anticipated cost structure and do not represent forecasts of future sales
levels. Also, the reported operating cash flow at such a sales level would
depend on the rate of sales change from prior quarters as this affects working
capital changes.
- Regrettably, we will be compelled to reduce our employment further and we
will continue to report our employment levels to you in future periods. Our
global employment today is just below 7,000.
Balance Sheet
Our financial strength remains considerable.
- We held $1.33 billion in cash and marketable securities at the end of the
quarter, of which over $1.28 billion was cash, money market and other highly
liquid fixed income securities.
- DSAR increased to 54 days for the quarter as compared to 52 days at the end
of September.
- The Global Realignment Program used $15 million in cash during the quarter
net of asset sale proceeds. To date, the Global Realignment Program has used
approximately $222 million in cash and we expect additional cash outlays of just
over $200 million over future quarters.
- Our net inventory levels declined 9% during the quarter.
- We used $60 million in cash for operations during the quarter, including
cash used by the Global Realignment Program. This is $4 million higher than the
first quarter, although $11 million in income tax refunds received favorably
affected the first quarter
- Capital spending for the quarter was $11 million, which was less than our
depreciation of $16 million. First half capital spending was $29 million.
- Cash and equivalents and short-term investments declined $62 million during
the quarter.
Long-Lived Assets
During the second quarter of fiscal 2003, we completed
our impairment review of goodwill for the quarter ended September 30, 2002 under
SFAS No. 142 ("Goodwill and Other Intangible Assets") and recorded an additional
impairment charge of approximately $1 million. As the procedures required by
SFAS No. 142 are complex and time-consuming, the rules permitted us to record
our best estimate of the charge in the first quarter and adjust this charge by
increasing or decreasing it in the second quarter, if necessary, and we made
this small adjustment.
In addition, we completed our impairment review of goodwill
and other long-lived assets under SFAS No. 142 and SFAS No. 144 ("Accounting for
the Impairment or Disposal of Long-Lived Assets") for the quarter ended December
31, 2002 and determined that no additional impairment charges were required.
The impairment testing done in connection with SFAS 142 and 144 did not
indicate that further write-downs were required at this time. The principal
reason for this is that our forecasted cash flows did not change unfavorably
from three months ago - a reflection of the combined effects of our sales
forecasts and the anticipated impact of cost reductions.
Guidance
As Jozef indicated earlier, the Company anticipates net sales for the
third quarter of fiscal 2003 will be in the range of $155 to $165 million, and
our forecasts anticipate that sales in each of our two segments - communications
and the Thin Film Products Group - may increase slightly from the second
quarter's levels.
At the net sales level projected for the third quarter, the Company expects
pro forma gross margin will be in the range of 10% to 12 % of net sales with a
pro forma net loss of $.03 to $.05 per share, including restructuring charges
and other costs associated with the Global Realignment Program. The forecasted
improvement in gross margin anticipates cost reductions under the Global
Realignment Program and favorable mix changes.
We anticipate further modest declines in R&D expenses in the third and
fourth quarters. We expect to report significant declines in SG&A expenses
by the fourth quarter as we realize large reductions from centralization of
administrative functions and sharply lower IT expenses.
These results do not include the effect of the LA Label acquisition announced
today, and we expect this acquisition to be accretive in the current
quarter.
We continue to anticipate using approximately $250 to $300 million in cash in
fiscal 2003 (exclusive of M&A activities) based on our expectations for
sales, Global Realignment Program cash costs, and capital expenditures of $65 to
$75 million. We used $126 million in cash in the first half of the year.
Jozef.
JOZEF
Thank you, Tony.
- As many of you already know, Tony will retire at the end of February. Let me
say now, from my heart, and on behalf of all JDS Uniphase, thank you Tony for
all you have done. Your professional contribution and personal leadership have
been invaluable to this Company. And I, in particular, will miss your friendship
and your guidance. It has been an amazing ride and we wish you all the very best
in retirement - you deserve it. Perhaps I should take up golf to ensure we still
get to see each other!
- We believe we are making good progress in our search for a new Chief
Financial Officer and hope to make an announcement soon.
- In addition, Don Scifres, our Chief Strategy Officer, and an icon in the
fiberoptic industry, is also retiring from a long and successful career. Joining
JDS Uniphase through its merger with SDL where he was President and CEO, Don has
brought a wealth of talent, wisdom and leadership to our Company. Don and I go
along way back - he once offered me a job...I turned it down but in the end we
partnered up anyways.
- And of course, a final note as always to our employees who are on the front
lines battering on with a continued commitment and fighting spirit. They have
time and again proven themselves resilient in these times of challenge. JDS
Uniphase remains strong because of the innovation, adaptability and commitment
of our employees whose strength of will and unrelenting heart are pulling us
through.
- I am proud of the leadership we have maintained throughout these difficult
times and I look forward to new possibilities and opportunities in the markets
we serve. The turbulent waters are settling and a safe harbor for our Company
seems closer for us.
Thank you.
We now open the call for questions.