OXFORDSHIRE, U.K., July 28, 2004 (PRIMEZONE) -- Bookham Technology plc (LSE:BHM) (Nasdaq:BKHM), a leading provider of optical components, modules and subsystems for fiber optic communication networks, today announced US GAAP results for the second quarter and the six months ended July 3, 2004 (which, following the recently announced change in fiscal year end made in connection with the proposed change in corporate domicile, is also the company's fiscal year end for 2004).
Key points for the second quarter ended July 3, 2004
-- Revenues in the second quarter 2004 were 21.3 million ($38.8 million), in line with management expectations, an increase of 11% from the second quarter 2003 in US Dollar terms, and down from 22.5 million ($41.3 million) in the first quarter 2004.
-- The company continued to make progress diversifying its customer base with Huawei accounting for 11% of revenues in the second quarter 2004. Revenues for Nortel Networks represented 43% of total revenues.
-- Gross margin, including charges, in the second quarter 2004 was negative 11%, and after charges, negative 10%, in line with management expectations, compared to negative 2% in the first quarter 2004, reflecting continued weakness in the US Dollar versus Sterling and the effect of the sequential revenue decrease.
-- Operating cash burn for the second quarter 2004 was 14.0 million ($25.5 million) also in line with management's expectations.
-- Net loss including charges for the second quarter 2004 was 19.5 million ($35.6 million) compared with 17.5 million ($32.1 million) in the first quarter 2004.
-- During the quarter, the company completed the acquisition of Onetta, Inc., a provider of optical amplifier modules and subsystems for communications networks.
-- The company launched a cost reduction initiative aimed at reducing cash overhead costs by 25% over a 12 to 15 month period, with the first impact expected to be seen in the quarter ended October 3, 2004. As part of the initiative, the company announced on July 21, 2004 a refocusing of its efforts on its core optical business, and exited the RF amplifier space with the sale of its subsidiary, JCA Technology, Inc.
-- The move of the company's assembly operation to its new low-cost facility in Shenzhen, China is proceeding very rapidly and the first products for qualification were produced in the second quarter 2004.
-- In June the board of directors of the company announced it had approved the proposal to move the domicile of the company to the United States. The company anticipates this move will occur before the end of September, subject to shareholder and court approvals.
-- The company expects an increase in revenues in the next quarter ending October 3, 2004, as revenues with Nortel Networks are expected to recover to previous levels and as certain new products are expected to gain added traction in the marketplace.
Commenting on the results, Giorgio Anania, Chief Executive Officer, said: "The June quarter was very important for Bookham, as we undertook many new initiatives. These initiatives included the continuation of our business relationship with Nortel Networks post the expiration of the revenue guarantee in our supply agreement with them, new design activities with other leading systems vendors, the transition to our low cost China facility, the launch of a number of other cost-reduction initiatives, and our proposed redomicile in the United States. I am very pleased with the progress that we have made on all these activities.
We now expect our revenue with Nortel Networks to return to historical pre-June quarter levels beginning in our September quarter. We are pleased with the progress we have made with our China facility and expect to start to qualify components with certain customers for anticipated volume manufacture during the September quarter. We believe the cost savings associated with components manufactured in our China facility will be substantial. Together with our other cost-reduction moves we anticipate an improvement in margins. Finally, subject to shareholder and court approval, we expect our proposed move to the US to become effective during September 2004. While we do not underestimate the ongoing challenges faced by the industry, we are encouraged on many fronts."
Operating review
Products and customers
The company continued to strengthen its current customer relationships while diversifying its customer base. Nortel Networks continued to be a key customer, representing 43% of total revenues in the second quarter 2004 compared with 48% in the first quarter 2004 and 62% in the second quarter 2003. The company has made good progress with some newly designed-in products which are expected to provide growth going forward. Huawei grew to account for 11% of total revenues and design-in work at other major new customers progressed on target to the level of initial orders
During the quarter, the company experienced strong demand in the metro market particularly for its Indium Phosphide (InP) Mach Zehnder-modulated laser which is ideally placed for upgrading metro systems to 10G, an area of good market growth. During the quarter, the company's first amplified subsystem product moved rapidly into full production and is now experiencing significant demand. The company believes this is the first of many subsystem products as customers are outsourcing more of the design and manufacture that they would traditionally have done in-house.
In addition, the company announced that it has developed and qualified a range of high-power laser diode bars, to meet the needs and opportunities of key industrial sectors. The initial products were qualified and began shipping during the second quarter 2004. This move into the high power laser industrial markets highlights Bookham's strategy of expanding revenue growth through applications within the non-telecom markets.
The company has also experienced good growth in some of its other non-telecom markets, with good demand in particular from semiconductor capital equipment customers.
Cost reduction plans In May 2004, the company announced a new cost reduction initiative to reduce overhead costs by 25% within 12 to 15 months. This initiative will involve the relocation of the majority of the company's assembly operations into its new facility in Shenzhen, China, the rationalization of certain product lines and a further consolidation of manufacturing and other company sites. These cost reductions are expected to better position the company's cost base for potential strategic opportunities.
The company has previously announced the opening of an advanced manufacturing facility in Shenzhen, China. The company has started to transfer initial products to the Shenzhen facility. The manufacturing start-up schedule is on target, and initial equipment has been moved from the facility in Paignton, UK to Shenzhen. The first products for qualification were manufactured at the end of the second quarter 2004, with the start of volume production of certain initial products anticipated to commence in the quarter ended October 3, 2004.
On July 21, 2004, the company announced that it had sold JCA Technology, Inc ("JCA") to Endwave Corporation for $6 million in cash. JCA, based in San Jose, California, was acquired by Bookham through the company's acquisition of New Focus in March 2004, and primarily supplied a comprehensive line of RF amplifiers for defense applications. This transaction reflects the company's strategy to focus on its core optical business.
In addition, the company is undertaking a number of other cost reduction initiatives. These include the rationalization of certain product lines, including withdrawal from the MMIC (Monolithic Microwave Integrated Circuit) business. Upon completion of final production orders this rationalization is expected to result in reductions in manufacturing overheads and development spending. The company also expects to see reductions in operating expenses as it continues to consolidate sites and product lines.
Strategic acquisitions
In June, the company acquired Onetta, Inc ("Onetta"), a company, based in Sunnyvale, California, that provides optical amplifier modules and subsystems for communications networks. Onetta designs and manufactures intelligent Erbium Doped Fiber Amplifiers (EDFA) for current and next-generation optical communications networks. These amplifiers incorporate advanced optics, control electronics and firmware to provide leading edge performance. The company believes the addition of the Onetta team further strengthens the company's position as a leading player in optical amplifiers and accelerates consolidation in this segment of the telecom optical component space. Onetta provides key skills that are expected to strengthen Bookham's position as a leader in design and manufacture of optical line subsystems.
Change of domicile
On June 24, 2004 the company announced that the board of directors of Bookham had approved a proposal to change the corporate domicile of Bookham to the United States. The Board believes that the proposed change, subject to shareholder and court approval, is in the best interests of the company and reflects the transformation within Bookham, its business activities, customer base and ownership, in the four years since its initial public offering. A circular containing full details of the proposal together with relevant voting proxy forms, has been sent to holders of Bookham ordinary shares and Bookham American depositary shares and shareholder meetings have been scheduled for August 16, 2004. The reincorporation is currently expected to become effective on September 10, 2004 subject to shareholder and court approvals.
Other developments
Fiscal year end
The company also announced that it is to change its fiscal year end from December 31 to June 30. This change is being made in connection with the proposed change in corporate domicile.
Outlook
The company expects revenues for the quarter ending October 3, 2004 (its first fiscal quarter of fiscal 2005) to increase by 10% to 15% over the second quarter 2004, to a range of $42 million to $45 million. The expected increase is anticipated to arise from revenues from Nortel Networks and other customers, and from new product introductions. The company expects gross margin to improve in the quarter to between negative 5% and 0%. The company anticipates that its operating cash outflow for the quarter ended October 3, 2004 will be in the range of 11 million to 14 million ($20 million to $25 million), reflecting the actions taken to reduce costs and expenses going forward.
Financial commentary (US GAAP)
All US dollar numbers have been translated at 1 = $1.82 for the convenience of the reader. In view of the company's anticipated redomicile in the United States and related adoption of US GAAP, this discussion is based on US GAAP.
Second quarter ended July 3, 2004
Revenues: Revenues in the second quarter 2004 were 21.3 million ($38.8 million), down from 22.5 million ($41.3 million) in the first quarter 2004, and in line with management expectations. The average US Dollar to Sterling exchange rate improved slightly within the quarter. Compared with the second quarter 2003, revenues were up 11% in US Dollars and 1% in Sterling.
The second quarter 2004 revenues included a full quarter of revenues from New Focus and revenues from the acquisition of Onetta from June 10, which amounted to 3.3 million ($6.0 million) and 0.3 million ($0.6 million) respectively. JCA, which was sold on July 21, 2004, accounted for 0.9 million ($1.7 million) of revenue in the second quarter. Nortel Networks continued to be the company's largest customer with 43% of revenues and Huawei accounted for 11% of revenues in the quarter.
Operating loss: The gross loss (loss at the gross margin level) was 2.4 million ($4.4 million), increasing from a loss of 0.4 million ($0.8 million) in the first quarter 2004, and improved from a loss of 4.2 million ($7.0 million) in the second quarter 2003. After charges in the second quarter 2004 of 0.3 million ($0.5 million), the gross margin profit has declined from (2%) of revenues in the first quarter 2004 to (10%) in the second quarter 2004. Gross margin continues to be adversely affected by the exchange ratio of the US Dollar to Sterling, with the US Dollar continuing to be near historic lows for the quarter. The decline in gross margin between quarters was in line with management expectations, and was principally due to lower revenues between quarters and, to a lesser degree, manufacturing overhead incurred with the start up of operations in Shenzhen.
Operating expenses in the second quarter 2004 increased 14% over the first quarter 2004 due to the consolidation of New Focus for the full quarter.
Restructuring charges: In the second quarter 2004, there was a net credit amounting to 0.1 million ($0.2 million).
Other income: Other income amounted to 0.5 million ($0.9 million), principally from foreign exchange gains. Net interest for the second quarter 2004 was 0.8 million ($1.5 million).
Net loss: The net loss for the second quarter 2004 was 19.5 million ($35.6 million) or 0.06 per share ($0.12 per share). The net loss, excluding the restructuring credit of 0.1 million ($0.2 million), was 19.6 million ($35.7 million) or 0.06 per share ($0.12 per share).
Net loss under UK GAAP: Under UK GAAP the loss for the second quarter 2004 was 23.6 million ($42.9 million) or 0.06 per share ($0.10 per share). Certain differences arise between UK and US GAAP principally around the treatment of goodwill, amortisation and foreign exchange. The difference of 4.0 million ($7.4 million) in net loss under US GAAP versus UK GAAP is due to these differences.
Cash and cash equivalents: Cash and cash equivalents and short-term restricted cash as of July 3, 2004 was 66.5 million ($121.1 million) compared with 76.6 million ($142.1 million) as at April 4, 2004. Cash at July 3, 2004 includes 5.0 million ($9.1 million) of cash associated with the Onetta acquisition, which is expected to be used in the quarter ending October 3, 2004, to pay liabilities assumed as part of the transaction.
Cash flow: Total cash burn for the second quarter 2004 was 10.1 million ($18.4 million). However, this includes 5.0 million ($9.1 million) of cash acquired with Onetta. Excluding this, and one-off and restructuring costs of 1.1 million ($2.0 million), operating cash burn amounted to 14.0 million ($25.5 million).
Six months ended July 3, 2004
Revenues: Revenues for the six months ended July 3, 2004 were 43.8 million (79.8 million) compared with 42.1 million ($69.9 million) for the six months ended June 29, 2003.
Nortel Networks and Marconi Communications represented 46% and 9% of sales respectively for the first half 2004.
Operating loss: The gross loss including charges (loss at the gross margin level) was 2.8 million ($5.1 million) in the first half 2004, compared with a gross loss of 11.0 million ($18.2 million) in the first half 2003 due to reduced restructuring costs and margin improvement.
Operating expenses increased by 10% in the first half 2004 from the first half 2003 due to an increase in selling, general and administration associated with the growth in activities and the consolidation of acquired companies offset by savings in research and development from the cost reduction strategies.
Restructuring charges: For the first half 2004, restructuring charges were 3.0 million ($5.5 million), compared with 4.7 million ($7.9 million) in the first half 2003.
Net loss: The net loss for the six months ended July 3, 2004 amounted to 37.0 million ($67.4 million), compared with 42.3 million ($70.2 million) in the six months ended June 29, 2003. Net loss, before charges (consisting of restructuring charges), was 34.0 million ($61.9 million) for the six months ended July 3, 2004, compared with 37.5 million ($62.3 million) in the six months ended June 29, 2003.
Cash and cash equivalents: Cash and cash equivalents and short-term restricted cash as of July 3, 2004 was 66.5 million ($121.1 million), a decrease of 4.3 million ($7.8 million) from June 29, 2003.
Bookham Technology: +44 (0) 1235 837000 Giorgio Anania -- Chief Executive Officer Steve Abely -- Chief Financial Officer Sharon Ostaszewska -- Director Communications
For media interviews -- please contact: Joanne Bradbeer -- +44 (0) 1327 356242 Brian Dolby/Helen Lyman-Smith -- GBCS PR -- +44 (0) 155950 8399
The company will be hosting a conference call to discuss this set of results on Wednesday July 28, 2004 at 13:30 (BST), 08:30 (EST). Dial in numbers are as follows:
UK/European participants +44 (0) 20 7162 0186 US participants +1 888 222 0364
A taped recording will be available approximately 1 hour after the call ends for 5 days. Dial in numbers are as follows:
UK/European participants +44 (0) 20 8288 4459 (access code: 418132)
US participants +1 866 484 2564 (access code: 418132)
The call can also be accessed on the company's web site, www.bookham.com. In addition, a presentation which will be used during the call, will be available on the web site, through the webcast link on the home page.
Bookham Technology (LSE:BHM) (Nasdaq:BKHM) is a global leader in the design, manufacture and marketing of optical components, modules and subsystems. Bookham's disruptive technologies and broad product range allow it to deliver an extensive range of cost effective optical functionality and solutions to customers, which offer higher performance, lower cost and provide greater subsystems capability to meet customers' needs. The company's optical and RF components, modules and subsystems are used in various applications and industries, including telecommunications, data communications, aerospace, industrial and military. In 2002, Bookham acquired the optical components businesses of Nortel Networks and Marconi. In 2003, the company acquired Ignis Optics, Inc. and the business of Cierra Photonics Inc. In March 2004, the company completed the acquisition of New Focus, Inc. and in June 2004 acquired Onetta, Inc. The company, whose securities are traded on NASDAQ and the London Stock Exchange, is headquartered in the UK, with manufacturing facilities in the UK, US, Canada, and Switzerland; offices in the UK, US, France, Italy, and China; and employs approximately 1750 people worldwide.
More information on Bookham Technology is available at www.bookham.com
Statements made in this press release that are not historical facts include forward-looking statements that involve risks and uncertainties. Important factors that could cause actual results to differ from those indicated by such forward-looking statements include, among others, recovery of industry demand, the need to manage manufacturing capacity, production equipment and personnel to anticipated levels of demand for products, the risks associated with our transition to the Shenzhen facility, quarterly variations in results, currency exchange rate fluctuations and, among other things, their impact on gross margins and other financial metrics, the ability to integrate the operations of New Focus, reductions in demand for optical components, expansion of our business operations, manufacturing capacity yields and inventory, intellectual property issues and other uncertainties that are discussed in the "Risk Factors" sections of our Annual Report on Form 20-F for the year ended December 31, 2003. Forward-looking statements represent our estimates as of today, and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements in the future, we disclaim any obligation to do so.
Bookham Technology plc
Consolidated Statement of Operations - US GAAP
Second quarter ended July 3, 2004
1 Before After After After After
Charges Charges Charges Charges Charges Charges
July 3, July 3, July 3, April 4, June 29, July 3,
2004 2004 2004 2004 2003 2004
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
'000 '000 '000 '000 '000 $'000
Net revenues 21,317 - 21,317 22,509 21,040 38,797
Cost of net (23,427) (283) (23,710) (22,945) (25,228) (43,152)
revenues
Gross Loss (2,110) (283) (2,393) (436) (4,188) (4,355)
Operating
expenses
Research (7,932) (184) (8,116) (6,841) (8,248) (14,771)
and
development
Selling, (10,213) (446) (10,659) (9,079) (6,793) 19,400)
general and
administrative
Impairment - - - - (782) -
loss
IPR&D - (68) (68) (3,113) - (124)
Closure - 1,073 1,073 - 307 1,953
costs
Total (18,145) 375 (17,770) (19,033) (15,516) (32,342)
operating
expenses
Operating (20,255) 92 (20,163) (19,469) (19,704) (36,697)
loss
Other 507 - 507 1,993 2,009 923
income
Loss before (19,748) 92 (19,656) (17,476) (17,695) (35,774)
income taxes
Provision 115 - 115 - - 209
for income
taxes
Net loss (19,633) 92 (19,541) (17,476) (17,695) (35,565)
Net loss per (0.06) 0.00 (0.06) (0.07) (0.09) (0.12)
ordinary share
and ADS
(basic and
diluted)
Weighted
average 305,853 305,853 305,853 239,763 204,952 305,853
ordinary
shares and
ADSs
outstanding
('000)
1 Management believes that the presentation of this
information is useful to investors because such information excludes
charges associated with the company's past acquisitions and
restructuring activities and gives investors insight into the results
attributable to the company's operating business. Management
believes that presenting financial measures exclusives of charges
helps identify trends in the company's business and the company uses
these measures to establish budgets and operational goals, to manage
the business and evaluate the performance of the company.
Bookham Technology plc
Consolidated Statement of Operations - US GAAP
Six months ended July 3, 2004
1 Before After After After
Charges Charges Charges Charges Charges
July 3, July 3, July 3, June 29, July 3,
2004 2004 2004 2003 2004
Unaudited Unaudited Unaudited Unaudited Unaudited
'000 '000 '000 '000 $'000
Net revenues 43,826 - 43,826 42,088 79,763
Cost of net (46,372) (283) (46,655) (53,054) (84,912)
revenues
Gross loss (2,546) (283) (2,829) (10,966) (5,149)
Operating
expenses
Research (14,773) (184) (14,957) (17,375) (27,222)
and
development
Selling, (19,292) (446) (19,738) (14,982) (35,923)
general and
administrative
Impairment - - - (782) -
loss
IPR&D - (3,181) (3,181) - (5,789)
Closure - 1,073 1,073 134 1,953
costs
Total (34,065) (2,738) (36,803) (33,005) (66,981)
operating
expenses
Operating loss (36,611) (3,021) (39,632) (43,971) (72,130)
Other 2,500 - 2,500 1,711 4,550
income
Loss before (34,111) (3,021) (37,132) (42,260) (67,580)
income taxes
Provision 115 - 115 - 209
for income
taxes
Net loss (33,996) (3,021) (37,017) (42,260) (67,371)
Net loss per (0.13) (0.01) (0.14) (0.21) $(0.25)
ordinary share
and ADS
(basic
diluted)
Weighted
average 271,989 271,989 271,989 204,951 271,989
ordinary
shares and
ADSs
outstanding
('000)
1 Management believes that the presentation of this
information is useful to investors because such information excludes
charges associated with the company's past acquisitions and
restructuring activities and gives investors insight into the results
attributable to the company's operating business. Management
believes that presenting financial measures exclusives of charges
helps identify trends in the company's business and the company uses
these measures to establish budgets and operational goals, to manage
the business and evaluate the performance of the company.
Bookham Technology plc
Consolidated Statement of Comprehensive Income - US GAAP
Second quarter ended July 3, 2004
Second Second Second
quarter to quarter to quarter to
July 3, 2004 June 29, 2003 July 3, 2004
Unaudited Unaudited Unaudited
'000 '000 $'000
Loss for the quarter (19,541) (17,695) (35,564)
Exchange difference 589 (930) 1,072
on translation of
subsidiaries
Unrealised foreign (22) - (40)
exchange loss on
unexpired hedges
Total losses (18,974) (18,625) (34,532)
recognised in the
quarter
Bookham Technology plc
Consolidated Statement of Comprehensive Income - US GAAP
Six months ended July 3, 2004
Six months to Six months to Six months to
July 3, 2004 June 29, 2003 July 3, 2004
Unaudited Unaudited Unaudited
'000 '000 $'000
Loss for the six (37,017) (42,260) (67,371)
months
Exchange difference 1,245 88 2,266
on translation of
subsidiaries
Unrealised foreign (67) - (122)
exchange loss on
unexpired hedges
Total losses (35,839) (42,172) (65,227)
recognised in the six
months
Bookham Technology plc
Consolidated Balance Sheet - US GAAP
July 3, April 4, December June 29, July 3,
2004 2004 31, 2003 2004
Unaudited Unaudited 2003 Unaudited Unaudited
'000 '000 Audited '000 $'000
'000
Assets
Current Assets:
Cash and 64,103 74,290 38,955 70,811 116,667
cash equivalents
Short-term 2,436 2,328 - - 4,434
restricted cash
Accounts 16,219 18,066 15,584 14,792 29,519
receivable, net
Inventories, 26,560 26,595 24,931 16,559 48,339
net
Prepaid 9,828 9,348 6,881 5,115 17,887
expenses and
other current
assets
Assets held 7,642 - - - 13,908
for resale
126,788 130,627 86,351 107,277 230,754
Total current
assets
Goodwill and 90,001 79,734 25,410 23,422 163,802
other intangible
assets
Property and 39,763 46,453 39,642 46,650 72,369
equipment
Other assets 605 190 - - 1,100
257,157 257,004 151,403 177,349 468,025
Liabilities and
Shareholders'
Equity
Current
liabilities
Accounts 32,001 24,663 20,701 31,360 58,242
payable and
other accrued
expenses
32,001 24,663 20,701 31,360 58,242
Total current
liabilities
Long-term 43,513 46,132 38,345 33,745 79,193
obligations
Shareholders' 181,643 186,209 92,357 112,244 330,590
equity
257,157 257,004 151,403 177,349 468,025
Bookham Technology plc
Consolidated Cash Flow Statement for the
Second quarter ended July 3, 2004 - US GAAP
Quarter Quarter Quarter Quarter
ended ended ended ended
July 3, April 4, December July 3,
2004 2004 31, 2003 2004
Unaudited Unaudited Unaudited Unaudited
'000 '000 '000 $'000
Net income (19,541) (17,476) (5,664) (35,564)
Adjustments to
reconcile net loss to
net cash
Provided by operating
activities:
- Depreciation 2,230 2,031 769 4,059
- Amortization 1,613 1,506 1,311 2,936
- Changes in operating 1,884 (884) (4,690) 3,429
assets and liabilities
(net of acquisitions)
- Other adjustments (2,365) 1,403 (4,149) (4,306)
Net cash outflows from (16,179) (13,420) (12,423) (29,446)
operating activities
Net cash inflows from 6,357 50,209 2,851 11,570
investing activities
Net cash (365) 874 598 (664)
(outflows)/inflows from
financing activities
(Decrease)/increase in (10,187) 37,663 (8,974) (18,540)
cash
Bookham Technology plc
Consolidated Cash Flow Statement for the
Six months ended July 3, 2004 - US GAAP
Six months Six months Six months
ended ended ended
July 3, June 29, July 3,
2004 2003 2004
'000 '000 $'000
Net income (37,017) (42,260) (67,371)
Adjustments to reconcile net
loss to net cash
Provided by operating
activities:
4,261 3,240 7,755
- Depreciation
3,119 2,948 5,677
- Amortization
- Changes in operating 1,000 8,964 1,820
assets and liabilities (net
of acquisitions)
- Other adjustments (962) 205 (1,750)
Net cash outflows from (29,599) (26,903) (53,869)
operating activities
Net cash inflows/(outflows) 54,238 (7,709) 98,713
from investing activities
Net cash inflows from 509 5 926
financing activities
Increase/(decrease) in cash 25,148 (34,607) 45,770
Basis of preparation
The second quarter and six months results have been prepared on thebasis of the accounting policies set out in Bookham's Annual Reporton Form 20-F for the year ended December 31, 2003, which is on filewith the US Securities and Exchange Commission, consisting only ofnormal recurring adjustments necessary for a fair presentation ofBookham Technology's results and financial position as of and forthose periods.
The financial information contained in this announcement for the yearended December 31, 2003, does not constitute statutory accountswithin the meaning of Section 240 of the Companies Act 1985.Statutory accounts of the group in respect of the financial yearended December 31, 2003, which have been delivered to the Registrarof Companies in England and Wales, have been given a report by thegroup auditors which was unqualified and did not contain a statementunder Section 237(2) or Section 237(3) of that Act.