exv99w1

Exhibit 99.1

Bookham Third Quarter Fiscal Year 2008 Financial Results Represent Strong Year-Over-Year Improvement

V7
SAN JOSE, Calif., — April 28, 2008 — Bookham, Inc. (Nasdaq: BKHM), a leading provider of optical components, modules and subsystems, today announced financial results for its third quarter of fiscal year 2008, ended March 29, 2008.

Third Quarter Fiscal 2008 GAAP Results
Revenue for the third quarter of fiscal 2008 was $59.7 million, an increase of 33 percent from $45.0 million in the third quarter of fiscal 2007 and 1 percent over the second quarter of fiscal 2008.

Gross margin in the third fiscal quarter was 22 percent, up 12 percentage points from 10 percent in the same quarter last year and down 1 percentage point from last quarter. Third quarter fiscal 2008 net loss of $5.4 million, or a net loss of $0.05 per share, compares with a net loss of $24.3 million, or a net loss of $0.35 per share, in the third quarter last year, and a net loss of $5.2 million, or a net loss of $0.06 per share, last quarter.

Cash, cash equivalents, short term investments and restricted cash at the end of March 2008 were $54.7 million, compared with $64.7 million at the end of the December 2007.

Third Quarter Fiscal 2008 Non-GAAP Results
Adjusted EBITDA for the third fiscal quarter was negative $1.1 million, an improvement of approximately $13.0 million when compared with negative Adjusted EBITDA of $14.1 million in the third quarter of fiscal 2007. Adjusted EBITDA in the second quarter of fiscal 2008 was positive $0.3 million.

Non-GAAP gross margin of 23 percent, which excludes stock compensation of $380,000, represents an increase of 12 percentage points from 11 percent in the third quarter of fiscal 2007. Non-GAAP gross margin last quarter was 24 percent.

Third quarter fiscal 2008 non-GAAP net loss of $3.4 million, or $0.03 per share, compares with a non-GAAP net loss of $18.7 million, or net loss of $0.27 per share, in the third quarter of fiscal 2007 and a non-GAAP net loss of $1.1 million, or a net loss of $0.01 per share, in the prior quarter. A reconciliation table of non-GAAP measures to the most comparable GAAP measures is included in the financial tables section of this release and further discussion of these measures is also included later in this release.

Non-cash stock and option-based compensation for the third quarters of fiscal 2008 and fiscal 2007, and the second quarter of fiscal 2008, were $1.2 million, $1.3 million and $2.7 million, respectively. Included in the second quarter fiscal 2008 results were $1.5 million of expense related to performance based vesting of stock.

“The year-over-year financial improvement is very significant and the result of the initiatives implemented last year to increase revenue and lower costs. Increased revenue came mostly from strategic products that are important to our long-term success. These include tunable products, 980nm pumps, and high power lasers. Also, the cost reduction measures we put in place have yielded approximately $9 million in quarterly infrastructure savings from December 2006 quarter levels and have reduced product costs,” said Alain Couder, president and CEO of Bookham Inc. “Our outlook for the remainder of calendar 2008 is positive. We continue to see increasing demand for our newer telecom products, and we are reducing our non-telecom product manufacturing overheads through leveraging our low-cost Shenzhen manufacturing facility. These cost improvements should translate into better margin results. We believe that continued revenue growth, margin improvement on our new products, and overhead cost management during the second half of 2008 will result in a transition to positive cash flow from operations before the end of the calendar year.”

Fourth Quarter Fiscal 2008 Outlook
For the fourth quarter of fiscal 2008, ending June 28, 2008, excluding restructuring and other non-recurring charges, the Company expects:

•

Revenue in the range of $58 million to $63 million

	•		Non-GAAP gross margin between 21 percent and 25 percent

	•		Adjusted EBITDA of negative $3 million to positive $1 million

The forecasts provided are based on current expectations. These statements are forward looking, and actual results may differ materially. Please see the Safe Harbor statement in this release for a description of certain important risk factors that could cause actual results to differ, and refer to Bookham’s most recent annual and quarterly reports on file with the Securities and Exchange Commission (SEC) for a more complete description of the risks. Furthermore, our outlook excludes items that may be required by GAAP such as restructuring and related costs, acquisition or disposal related costs, expenses or income from certain legal actions, settlements and related costs outside our normal course of business, impairments of goodwill and other long-lived assets for which the likelihood and amounts are not determinable at this time, extraordinary items, as well as the expensing of stock options and restricted stock grants under SFAS 123R.

Conference Call
Bookham is scheduled to hold a conference call to discuss its third quarter fiscal 2008 financial results today at 4:30 p.m. ET/1:30 p.m. PT. To access the call, dial (480) 629-9039. A live webcast of the call will also be available in the Investors section of the Company’s website at www.bookham.com. A replay of the conference call will be available through May 5, 2008. To access the replay, dial (303) 590-3030. The passcode for the replay is 3866805.

About Bookham
Bookham, Inc. is a leading provider of high performance optical products, spanning from components to advanced subsystems. The company designs and manufactures a broad range of solutions tailored for the telecommunications optical infrastructure and selected markets, including industrial, life sciences, semiconductor, and scientific. The Company utilizes proprietary core technologies and a vertically integrated manufacturing organization to provide its customers with cost-effective and innovative devices, as well as flexible, scalable product delivery. Bookham is a global company, headquartered in San Jose, Calif., with leading edge chip fabrication facilities in the UK and Switzerland, and manufacturing sites in the USA and China.

Bookham and all other Bookham, Inc. product names and slogans are trademarks or registered trademarks of Bookham, Inc. in the USA or other countries.

Safe Harbor Statement
Any statements in this announcement about the future expectations, plans or prospects of Bookham, including statements containing the words “believe,” “plan,” “anticipate,” “expect,” “estimate,” “will,” “should,” “ongoing,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including factors described in Bookham’s most recent annual report on Form 10-K and most recent quarterly report on Form 10-Q. These include continued demand for optical components, changes in inventory and product mix, no further degradation in the exchange rate of the United States dollar relative to U.K, China and Switzerland currencies, and the continued ability of the Company to maintain requisite financial resources. The forward-looking statements included in this announcement represent Bookham’s view as of the date of this release. Bookham anticipates that subsequent events and developments may cause Bookham’s views to change. However, Bookham disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document. Those forward-looking statements should not be relied upon as representing Bookham’s views as of any date subsequent to the date of this announcement.

Non-GAAP Financial Measures
To provide investors with the opportunity to use the same financial metrics as management to evaluate the Company’s performance, the Company provides certain supplemental non-GAAP financial measures, including: 1) non-GAAP net loss excluding non-cash stock and option-based compensation, charges such as impairment, and restructuring, and expenses or income from certain legal actions, settlements and related costs outside the

ordinary course of business; 2) a measure of Adjusted EBITDA, that also excludes these charges, plus the impact of taxes, net interest income/expense, depreciation and amortization, and net foreign currency translation gain/loss; and 3) non-GAAP operating loss that excludes amortization of intangible assets, non-cash stock and option-based compensation, charges such as impairment and restructuring, and expenses or income from certain legal actions, settlements and related costs outside the normal course of business; to provide investors with the opportunity to use the same financial metrics as management to evaluate the Company’s performance. Bookham also believes these non-GAAP measures enhance the comparability and transparency of results for the period. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.

Non-GAAP Net Loss

Non-GAAP net loss is calculated as net loss excluding the impact of restructuring and severance costs, non-cash compensation related to stock and options granted to employees and directors, impairment charges and certain other one-time charges and credits specifically identified where applicable. The Company evaluates its performance using, among other things, non-GAAP net loss in evaluating the Company’s historical and prospective operating financial performance, as well as its operating performance relative to its competitors. Specifically, management uses this non-GAAP measure to further understand the Company’s “core operating performance.” The Company believes its “core operating performance” represents the Company’s on-going performance in the ordinary course of its operations. Accordingly, management excludes from “core operating performance” those items, such as impairment charges, restructuring and severance programs and costs relating to specific major projects which are non-recurring, expenses or income from certain legal actions, settlements and related costs, as well as non-cash compensation related to stock and options. Management does not believe these items are reflective of the Company’s ongoing operations and accordingly excludes those items from non-GAAP net loss.

The Company believes that providing non-GAAP net loss to its investors, in addition to corresponding income statement measures, provides investors the benefit of viewing the Company’s performance using the same financial metrics that the management team uses in making many key decisions and understanding how the core business and its results of operations may look in the future. The Company further believes that providing this information allows the Company’s investors greater transparency and a better understanding of the Company’s core financial performance. Additionally, non-GAAP net loss has historically been presented by the Company as a complement to net loss, thus increasing the consistency and comparability of the Company’s earnings releases. The non-GAAP adjustments, and the basis for excluding them, are discussed further below.

A pro-forma subtotal within the Company’s determination of non-GAAP net loss specifically excludes from the Company’s net loss the non-cash compensation related to stock and options granted to employees and directors under SFAS 123R — Share-Based Payment. Management uses this non-GAAP information to compare this specific non-cash expense with similar expenses of competitors and other companies.

Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States. Non-GAAP net loss should not be considered in isolation from or as a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from non-GAAP net loss used by other companies. The GAAP measure most directly comparable to non-GAAP net loss is net loss. A reconciliation of non-GAAP net loss to net loss is set forth in the schedules below.

Adjusted EBITDA

Adjusted EBITDA is calculated as net loss excluding the impact of taxes, net interest income/expense, depreciation and amortization, net foreign currency translation gains/losses, as well as restructuring and severance, impairment, non-cash compensation related to stock and options, expenses or income from certain legal actions, settlements and related costs outside our normal course of business, and certain other one-time charges and credits specifically identified where applicable. The Company uses Adjusted EBITDA in evaluating the Company’s historical and prospective cash usage, as well as its cash usage relative to its competitors. Specifically, management uses this non-GAAP measure to further understand and analyze the cash used

in/generated from the Company’s core operations. The Company believes that by excluding these non-cash and non-recurring charges, more accurate expectations of our future cash needs can be assessed in addition to providing a better understanding of the actual cash used in or generated from core operations for the periods presented. Management does not believe the excluded items are reflective of the Company’s ongoing operations and accordingly excludes those items from Adjusted EBITDA. The Company believes that providing Adjusted EBITDA to its investors, in addition to corresponding GAAP cash flow measures, provides investors the benefit of viewing the Company’s performance using the same financial metrics that the management team uses in making many key decisions that impact the Company’s cash position and understanding how the cash position may look in the future. The Company further believes that providing this information allows the Company’s investors greater transparency and a better understanding of the Company’s core cash position.

Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles (GAAP) in the United States. Adjusted EBITDA should not be considered in isolation from or as a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from non-GAAP measures used by other companies. The GAAP measure most directly comparable to Adjusted EBITDA is net loss. A reconciliation of Adjusted EBITDA to GAAP net loss is set forth in the financial schedules section below.

Non-GAAP Operating Loss

Non-GAAP operating loss is calculated as operating loss excluding the impact of amortization of intangible assets in connection with the purchase accounting for its acquisition of numerous companies and businesses prior to its fiscal year ended July 3, 2004, restructuring and severance costs, non-cash compensation related to stock and options granted to employees and directors, impairment charges, and certain other one-time charges and credits specifically identified where applicable. The Company evaluates its performance using, among other things, non-GAAP operating loss in evaluating the Company’s historical and prospective operating financial performance, as well as its operating performance relative to its competitors. Specifically, management uses this non-GAAP measure to further understand the Company’s “core operating performance.” The Company believes its “core operating performance” represents the Company’s on-going performance in the ordinary course of its operations. Accordingly, management excludes from “core operating performance” those items such as restructuring and severance programs and costs relating to specific major projects which are non-recurring, expenses or income from certain legal actions, settlements and related costs outside our normal course of business, impairment charges, as well as non-cash compensation related to stock and options. Management does not believe these items are reflective of the Company’s ongoing operations and accordingly excludes those items from non-GAAP operating loss.

The Company believes that providing non-GAAP operating loss to its investors, in addition to corresponding income statement measures, provides investors the benefit of viewing the Company’s performance using the same financial metrics that the management team uses in making many key decisions and understanding how the core business and its results of operations may look in the future. The Company further believes that providing this information allows the Company’s investors greater transparency and a better understanding of the Company’s core financial performance. The non-GAAP adjustments, and the basis for excluding them, are discussed further below.

A pro-forma subtotal within the Company’s determination of non-GAAP operating loss specifically excludes from the Company’s operating loss the non-cash compensation related to stock and options granted to employees and directors under SFAS 123R — Share-Based Payment. Management uses this non-GAAP information to compare this specific non-cash expense with similar expenses of competitors and other companies.

Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States. Non-GAAP net loss should not be considered in isolation from or as a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from non-GAAP operating loss used by other companies. The GAAP measure most directly comparable to non-GAAP operating loss is net loss. A reconciliation of non-GAAP net loss to net loss is set forth in the schedules below.

Furthermore, similar non-GAAP measures have historically been presented by the Company as a complement to its GAAP presentation. The non-GAAP adjustments, and the basis for excluding them, are discussed further below.

Restructuring and Severance Activities

The Company has incurred expenses, which are included in its GAAP statement of operations, primarily due to the write-down of certain property and equipment that has been identified for disposal, workforce related charges such as retention bonuses, severance, benefits and employee relocation costs related to formal restructuring plans, termination costs and building costs for facilities not required for ongoing operations, and costs related to the relocation of certain facilities and equipment from buildings which the Company has disposed of or plans to dispose of. The Company excludes these items, for the purposes of calculating non-GAAP net loss, Adjusted EBITDA and non-GAAP operating loss, when it evaluates the continuing operational performance of the Company. The Company does not believe that these items reflect expected future operating expenses nor does it believe that they provide a meaningful evaluation of current versus past core operational performance.

Certain Legal Actions, Settlement and Related Costs

In the current quarter, the Company has recorded certain expenses related to costs incurred in a legal action against a third party in connection with land sold by the Company in 2006, and in prior periods expenses related to the legal costs and settlement of a different on-going litigation, net of insurance recoveries, both of which are included in its GAAP statement of operations. The Company excludes these items for the purposes of calculating non-GAAP net loss, Adjusted EBITDA and non-GAAP operating loss when it evaluates the continuing performance of the Company. The Company does not believe that these items reflect expected future expenses nor does it believe they provide a meaningful evaluation of current versus past core operational performance.

Amortization of Intangible Assets

In connection with the purchase accounting for its acquisition of numerous companies and businesses prior to its July 3, 2004 fiscal year end, the Company recorded intangible assets which are being amortized to operating expenses over their useful lives. The Company excludes the amortization of intangible assets for the purposes of calculating non-GAAP operating loss and Adjusted EBITDA when it evaluates the continuing core operational performance of the Company. The Company believes that these items do not reflect expected future operating expenses nor does the Company believe that they provide a meaningful evaluation of current versus past core operational performance.

Impairment of Goodwill, Intangibles and other Long-Lived Assets

GAAP requires the Company to compare the fair value of its long-lived assets to their carrying amount on the Company’s financial statements. If the carrying amount is greater than its fair value, then an impairment must be recognized in the GAAP presentation, and included as a charge to earnings in the statement of operations. In particular this is the case regarding businesses acquired by the Company. If the carrying amount of the acquired businesses, including recorded goodwill, is greater than its fair value, then an impairment of the goodwill must be recognized in the GAAP presentation, and included as a charge to earnings in the Company’s statement of operations. The Company excludes the impairment of long-lived assets, for the purposes of calculating non-GAAP net loss, Adjusted EBITDA and non-GAAP operating loss, when it evaluates the continuing core operational performance of the Company. The Company believes that these items do not reflect expected future operating expenses nor does the Company believe that they provide a meaningful evaluation of current versus past core operational performance.

Foreign Currency Translation Gains/Losses

The Company records gains and losses related to the translation of intercompany balances denominated in currencies other than the functional currencies of the Company’s local legal entities, the translation of certain

other ending balance sheet accounts denominated in currencies other than the function currencies of the Company’s local legal entities, and contracts entered into to mitigate the exposure to these translation gains and losses. The Company excludes this item, for the purposes of calculating Adjusted EBITDA, when it evaluates the cash usage and prospective cash usage of the Company. Management does not believe this excluded item is reflective of its ongoing operations.

Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States of America. Non-GAAP measures should not be considered in isolation from or as a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from non-GAAP measures used by other companies. The GAAP measure most directly comparable to non-GAAP net loss is net loss. The GAAP measure most directly comparable to Adjusted EBITDA is net loss. The GAAP measure most directly comparable to non-GAAP operating loss is operating loss. A reconciliation of each of these non-GAAP financial measures to GAAP information is set forth below.

Contacts:
Bookham, Inc.

Jim Fanucchi
Summit IR Group Inc.
+1 408 404-5400
ir@bookham.com

Steve Abely
Chief Financial Officer
+1 408 383-1400
ir@bookham.com

BOOKHAM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)


	March 29,			December 29,
	2008			2007

	(unaudited)			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	39,363		$	63,002
Short-term investments		14,066			—
Restricted cash		1,320			1,657
Accounts receivable, net		45,620			40,235
Inventories		58,615			58,447
Prepaid expenses and other current assets		4,288			4,531

Total current assets		163,272			167,872
Goodwill		7,881			7,881
Other intangible assets, net		8,179			8,556
Property and equipment, net		34,133			34,082
Other assets		338			152

Total assets	$	213,803		$	218,543


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	20,453		$	24,731
Bank loan payable		2,000			—
Accrued expenses and other liabilities		20,289			21,246

Total current liabilities		42,742			45,977
Other long-term liabilities		1,411			1,511
Deferred gain on sale leaseback		19,985			20,072

Total liabilities		64,138			67,560

Stockholders’ equity:
Common stock		1,007			999
Additional paid-in capital		1,160,491			1,159,481
Accumulated other comprehensive income		45,847			42,783
Accumulated deficit		(1,057,680	)		(1,052,280	)

Total stockholders’ equity		149,665			150,983

Total liabilities and stockholders’ equity	$	213,803		$	218,543

BOOKHAM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)


	Three Months Ended
	March 29,			December 29,			March 31,
	2008			2007			2007


Net revenues	$	59,703		$	58,956		$	44,989
Cost of revenues		46,320			45,522			40,707

Gross profit		13,383			13,434			4,282

Operating expenses:
Research and development		7,570			8,168			10,853
Selling, general and administrative		11,711			12,162			12,043
Amortization of intangibles		667			1,353			2,170
Restructuring and severance charges		672			562			4,273
Certain legal actions, settlements and related costs		54			877			—
Gain on sale of property and equipment and other assets		(596	)		(1,481	)		6

Total operating expenses		20,078			21,641			29,345

Operating loss		(6,695	)		(8,207	)		(25,063	)
Other income/(expense), net		1,312			2,973			777

Loss before income taxes		(5,383	)		(5,234	)		(24,286	)
Income tax (provision)/benefit		(17	)		47			(37	)

Net loss	$	(5,400	)	$	(5,187	)	$	(24,323	)


Basic and diluted loss per share:
Net loss per share	$	(0.05	)	$	(0.06	)	$	(0.35	)


Weighted average shares of common stock outstanding (basic and diluted)		99,316			90,963			70,077


Stock based compensation included in the following:
Cost of revenues	$	380		$	708		$	478
Research and development		243			643			260
Selling, general and administrative		611			1,332			557

Total	$	1,234		$	2,683		$	1,295

BOOKHAM, INC.
RECONCILIATION OF GAAP NET LOSS TO CERTAIN
NON-GAAP MEASURES
(in thousands, except per share amounts)
(unaudited)


	Three Months Ended
	March 29, 2008									December 29, 2007
	Net Loss			Adjusted EBITDA			Operating Loss			Net Loss			Adjusted EBITDA			Operating Loss


GAAP net loss	$	(5,400	)	$	(5,400	)		n/a		$	(5,187	)	$	(5,187	)		n/a
GAAP operating loss		n/a			n/a		$	(6,695	)		n/a			n/a		$	(8,207	)
Stock compensation		1,234			1,234			1,234			2,683			2,683			2,683

Pro forma		(4,166	)		(4,166	)		(5,461	)		(2,504	)		(2,504	)		(5,524	)

Adjustments:
Depreciation expense		—			2,966			—			—			3,034			—
Amortization expense		—			667			667			—			1,353			1,353
Income tax provision, net		17			17			—			(47	)		(47	)		—
Interest income, net		—			(305	)		—			—			(214	)		—
Foreign currency (gain)/losses, net		—			(995	)		—			—			(2,732	)		—
Restructuring and severance charges		672			672			672			562			562			562
Certain legal actions, settlements and related costs		54			54			54			877			877			877

Non-GAAP measures	$	(3,423	)	$	(1,090	)	$	(4,068	)	$	(1,112	)	$	329		$	(2,732	)


Non-GAAP measures per share (basic and diluted)	$	(0.03	)	$	(0.01	)	$	(0.04	)	$	(0.01	)	$	0.00		$	(0.03	)


Weighted average shares of common stock outstanding (basic and diluted)		99,316			99,316			99,316			90,963			90,963			90,963