|
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
20-1303994
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, Par Value $0.01 Per Share
|
|
NASDAQ Global Select Market
|
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
x
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
|
Page
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
Item 15.
|
||
|
•
|
Optical Technology Leadership
. We have extensive expertise in optical technologies including optoelectronic semiconductors, electronics design, firmware and software capabilities. Our expertise includes III-V optoelectronic semiconductors utilizing indium phosphide (InP) substrates. As of
June 28, 2014
, we have over 1,150 patents issued. Our intellectual property (IP) portfolio represents a significant investment in the optical industry over the past 20 years. We believe our commitment to the optical industry and our IP and know-how represents a differentiated value proposition for our customers. We believe that we are positioned as the number one or number two supplier in many of our metro and long-haul telecom product areas.
|
•
|
Leading Photonic Integration Capabilities
. Photonic integration, which is the combination of multiple functions on one chip, is an important source of differentiation. Photonic integration can reduce the number of component elements, and thus the cost, of a solution, reduce the footprint of the required functionality, reduce the complexity of the corresponding integration of component elements and reduce overall power consumption of the related functionality. Our wafer fabrication facilities and process technologies position us to be a leader in delivering photonic integration. We believe that photonic integration will enable us to capture additional value in the optical network supply chain as customers demand increasing product integration and complexity to build the next generation network.
|
•
|
Vertically Integrated Approach
. Our wafer fabrication facilities position us to introduce product innovations delivering optical network cost and performance advantages to our customers. We believe that the combination of our in-house control of the product lifecycle process combined with the scalability and flexibility of our contract manufacturers enables us to respond more quickly to changing customer requirements, allowing our customers to reduce the time it takes them to deliver products to market. We operate back-end assembly and test facilities in China and Japan. We believe that our ability to deliver innovative technologies in a variety of vertical form factors, ranging from chip level to module level to subsystem level, allows us to address the needs of a broad base of potential customers regardless of their desired level of product integration or complexity.
|
•
|
Flexibility and Responsiveness to Customers.
We believe that providing innovative solutions to enhance our customers’ ease of doing business is critical to success, and this is at the core of our strategy. This includes exhibiting high standards of flexibility and quality and the ability to provide products ranging from standard components to advanced subsystems designed in partnership with our customers. We are a leading supplier of optical products at the component level, including tunable lasers, external modulators, integrated lasers and modulators and receivers. We are also a leading supplier of products at the module and subsystem levels, including transceivers, transponders, and controlled subsystems.
|
•
|
Increase the Focus of Our Business on Our Core Competencies
. We do not believe that our recent operating results have been satisfactory. We believe that, in order to have an opportunity to potentially execute a plan that restores us to profitability, we need to reduce our overhead expenses to be more aligned to our recent revenue levels, refine the focus of our research and development efforts into areas where we have the potential for significant technological differentiation, and continue to simplify our operating footprint. For example, in September 2013, we sold our Zurich Business, which simplifies our operating footprint and generated capital for other improvements, and in March 2014 we sold our remaining wavelength selective switch, or WSS, patents. We have also recently deemed our 40G transmission products to be mature and have decreased the corresponding research and development expenditures and/or reallocated the expenditures to product areas with more potential for technology differentiation in high growth markets such as 100 Gb/s.
|
•
|
Maintain Focus on Communications Networks
. We are positioned as a key strategic supplier to the major telecom equipment and datacom equipment companies and intend to continue to focus on enabling our customers to build equipment for the implementation of next generation core optical networks. Our optical IP and development expertise provides us with optical network insights that enable us to partner with our customers to continue to develop and deliver innovative optical solutions. We plan to continue to work with our customers to develop key technologies and expand our product offerings across the optical network.
|
•
|
Expand Position with Tier One Customers Through Technology Innovation and Manufacturing Flexibility
. We believe we are a market leader in many of the market segments we address. Our combination of technology innovation and manufacturing flexibility enable us to deliver low-latency, high-performance products to our customers. We believe our customer-centric strategy will enable us to continue to gain share in our markets by innovating in partnership with our customers and delivering cost-effective solutions to them.
|
•
|
Capture Share in New and Emerging Web 2.0 and Data Center Markets
. The emerging Datacenter and Web 2.0 markets are one of the fastest growing segments in optical communications, both in terms of capital network equipment investment and growth of high data rate optical transceivers. To support the higher data rates needed, single mode fiber is the connectivity media of choice for greenfield data centers, maximizing the operators’ return on investment. We are ideally placed with our technology to support a broad portfolio of high speed discrete lasers, receivers, optical sub-assemblies and transceivers, and supporting this market segment is a key strategic initiative for us as we move forward.
|
•
|
Extend Optical Product Differentiation
. We plan to continue to invest in optical innovation in order to power the infrastructure required to serve the rapidly growing demand for bandwidth. Our photonic integration capability enables additional functionality of our products and we plan to continue to leverage this advantage to advance optical technology in the network. We also plan to evaluate acquisitions of and investments in complementary businesses, products or technologies in order to continuously improve our solutions for customers.
|
•
|
Match Global Engineering and Manufacturing Resources with Customer Demands
. We believe our global engineering and manufacturing infrastructure enables us to deliver cost-effective solutions for our customers. Our use of contract manufacturers, primarily in Southeast Asia, provides us with an effective cost base and enables us to dynamically manage our production in the face of varying customer demand. We also operate back-end assembly and test facilities in China and Japan. We continually evaluate the capabilities of additional potential contract manufacturing partners to ensure we have a scalable and cost effective manufacturing strategy appropriate for executing to our business objectives over a long-term horizon.
|
•
|
In the Future We May Consider the Use of Strategic Investments, Acquisitions and Divestitures to Maintain an Optical Leadership Position
. In the short term we expect to focus our strategy on improving our existing businesses and do not anticipate making strategic investments or acquiring companies or businesses to extend or reinforce our position. However, we could consider the use of strategic investments, acquisitions and divestitures in the future. Our industry has historically been fragmented and characterized by large numbers of competitors, but in recent years has experienced increasing levels of consolidation. In addition to our internal development capabilities, we have used acquisitions as a means to enhance our scale, obtain critical technologies and enter new markets. We have historically expanded our business through acquisitions where we have seen an opportunity to enhance scale, broaden our product offerings or integrate new technology. Our July 2012 acquisition of Opnext was consistent with this strategy. In addition, we have participated in significant past merger and acquisition activities, including our merger with Avanex in April 2009; our acquisition of Xtellus, Inc. (Xtellus) in December 2009; our acquisition of Mintera Corporation (Mintera) in July 2010; and divestitures of our Zurich Business in September 2013 and our Amplifier Business in November 2013. In August 2014, we also announced the signing of a definitive agreement by Oclaro Japan, Inc. with Ushio, Inc. and Ushio Opto Semiconductor, Inc. to sell our industrial and consumer business based in Komoro, Japan (the "Komoro Business").
|
•
|
Tunable laser transmitters.
Our tunable laser products include discrete lasers and co-packaged laser modulators to optimize performance and reduce the size of the product. Our tunable products at the component level include an InP tunable laser chip, an integrated tunable laser assembly (iTLA) and a 10 Gb/s co-packaged laser modulator tunable compact mach-zender. We also supply our tunable components into our customers’ 40 Gb/s products, and believe we are a primary supplier of these and related components into the 40 Gb/s solutions commercially available today. We are in the process of introducing a micro-iTLA with characteristics suitable for 100 Gb/S coherent applications.
|
•
|
Lithium niobate modulators.
Our lithium niobate external modulators are optical devices that manipulate the phase or the amplitude of an optical signal. Their primary function is to transfer information on an optical carrier by modulating the light. These devices externally modulate the lasers of discrete transmitter products including, but not limited to, our own standalone laser products. We are leaders in the market for 10 Gb/s modulators, and have introduced 40 Gb/s and 100 Gb/s modulators for coherent applications.
|
•
|
Receivers.
Our portfolio of discrete receivers for metro and long-haul applications includes 10 Gb/s XMD PIN and avalanche photodiode (APD) receivers, 40 Gb/s XLMD PIN receivers, 10 Gb/s coplanar receivers in PIN and APD configurations and 20 Gb/s balanced receivers, coherent receivers and receivers based on photonic integration at both 40Gb/s and 100Gb/s data rates.
|
•
|
Transceivers.
Our pluggable transceiver portfolio includes fixed wavelength SFP at data rates less than 10 Gb/s, Xenpak, X2, XFP and SFP+ at 10Gb/s, QSFP at 40Gb/s, CFP and CFP2 at 100Gb/s. These package form factors support different link distances based on different optical connectors and media types, in both industry standard and proprietary optical specifications. These link distances typically go from 100 m to 100 km, depending on the laser and receiver technology utilized.
We believe the photonic integration of our internal components represents a differentiator and a competitive advantage in our 10Gb/s tunable XFP and tunable SFP+ products. We are leading the market in supplying a coherent CFP2 transceiver at 100Gb/s based on our internal device and sub assembly technology which will enable our customers to provide a coherent pluggable 100Gb/s solution for metro and long haul networks.
|
•
|
Transponder modules.
Our transponder modules provide both transmitter and receiver functions. A transponder includes electrical circuitry to control the laser diode and modulation function of the transmitter as well as the receiver electronics. We supply a small form factor tunable transponder at 10 Gb/s. We supply large form factor 40 Gb/s
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
40 Gb/s and 100 Gb/s transmission modules
|
$
|
177,443
|
|
|
$
|
142,762
|
|
|
$
|
67,550
|
|
10 Gb/s and lower transmission modules
|
183,521
|
|
|
236,034
|
|
|
126,658
|
|
|||
Industrial and consumer
|
29,907
|
|
|
25,833
|
|
|
—
|
|
|||
|
$
|
390,871
|
|
|
$
|
404,629
|
|
|
$
|
194,208
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
China
|
$
|
101,889
|
|
|
$
|
113,203
|
|
|
$
|
32,121
|
|
Germany
|
66,611
|
|
|
56,874
|
|
|
27,157
|
|
|||
Malaysia
|
46,997
|
|
|
41,825
|
|
|
3,134
|
|
|||
United States
|
41,047
|
|
|
36,106
|
|
|
20,703
|
|
|||
Japan
|
35,295
|
|
|
51,534
|
|
|
50,425
|
|
|||
Mexico
|
33,483
|
|
|
26,045
|
|
|
17,209
|
|
|||
Italy
|
20,323
|
|
|
20,122
|
|
|
13,290
|
|
|||
Thailand
|
9,166
|
|
|
15,251
|
|
|
14,159
|
|
|||
Rest of world
|
36,060
|
|
|
43,669
|
|
|
16,010
|
|
|||
|
$
|
390,871
|
|
|
$
|
404,629
|
|
|
$
|
194,208
|
|
|
Long-lived Tangible Assets
|
|
Total Assets
|
||||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||||
|
(Thousands)
|
||||||||||||||
United States
|
$
|
2,980
|
|
|
$
|
11,056
|
|
|
$
|
53,120
|
|
|
$
|
76,429
|
|
China
|
5,671
|
|
|
10,724
|
|
|
43,102
|
|
|
55,897
|
|
||||
United Kingdom
|
6,408
|
|
|
5,895
|
|
|
120,400
|
|
|
131,978
|
|
||||
Switzerland
|
—
|
|
|
—
|
|
|
—
|
|
|
21,532
|
|
||||
Thailand
|
4,799
|
|
|
6,236
|
|
|
9,211
|
|
|
19,918
|
|
||||
Japan
|
26,216
|
|
|
33,419
|
|
|
107,597
|
|
|
113,321
|
|
||||
Rest of world
|
4,694
|
|
|
4,698
|
|
|
32,255
|
|
|
30,819
|
|
||||
|
$
|
50,768
|
|
|
$
|
72,028
|
|
|
$
|
365,685
|
|
|
$
|
449,894
|
|
•
|
develop or respond to new technologies or technical standards;
|
•
|
react to changing customer requirements and expectations;
|
•
|
devote needed resources to the development, production, promotion and sale of products;
|
•
|
attain high manufacturing yields on new product designs; and
|
•
|
deliver competitive products at lower prices.
|
•
|
failure to realize the potential financial or strategic benefits of the acquisition;
|
•
|
increased costs associated with merged or acquired operations;
|
•
|
increased indebtedness obligations;
|
•
|
economic dilution to gross and operating profit (loss) and earnings (loss) per share;
|
•
|
failure to successfully further develop the combined, acquired or remaining technology, which could, among other things, result in the impairment of amounts recorded as goodwill or other intangible assets;
|
•
|
unanticipated costs and liabilities and unforeseen accounting charges;
|
•
|
difficulty in integrating product offerings;
|
•
|
difficulty in coordinating and rationalizing research and development activities to enhance introduction of new products and technologies with reduced cost;
|
•
|
difficulty in coordinating and integrating the manufacturing activities, including with respect to third-party manufacturers, including coordination, integration or transfers of any manufacturing activities associated with our acquisition of Opnext in 2012;
|
•
|
delays and difficulties in delivery of products and services;
|
•
|
failure to effectively integrate or separate management information systems, personnel, research and development, marketing, sales and support operations;
|
•
|
difficulty in maintaining internal control procedures and disclosure controls that comply with the requirements of the Sarbanes-Oxley Act of 2002, or poor integration of a target’s procedures and controls;
|
•
|
difficulty in preserving important relationships of our acquired businesses and resolving potential conflicts between business cultures;
|
•
|
uncertainty on the part of our existing customers, or the customers of an acquired company, about our ability to operate effectively after a transaction, and the potential loss of such customers;
|
•
|
loss of key employees;
|
•
|
difficulty in coordinating the international activities of our acquired businesses, including Opnext, which has substantial operations in Japan as well as the United States, and which uses contract manufacturing suppliers in Southeast Asia;
|
•
|
the effect of tax laws and other legal and regulatory regimes due to increasing complexities of our global operating structure;
|
•
|
greater exposure to the impact of foreign currency changes on our business;
|
•
|
the effect of employment law or regulations or other limitations in foreign jurisdictions that could have an impact on timing, amounts or costs of achieving expected synergies; and
|
•
|
substantial demands on our management as a result of these transactions that may limit their time to attend to other operational, financial, business and strategic issues.
|
•
|
qualify our manufacturing lines and the products we produce in Shenzhen, as required by our customers; and
|
•
|
attract and retain qualified personnel to operate our Shenzhen facility, as we transition selected manufacturing activities to Venture.
|
•
|
currency fluctuations, which could result in increased operating expenses and reduced revenues;
|
•
|
greater difficulty in accounts receivable collection and longer collection periods;
|
•
|
difficulty in enforcing or adequately protecting our intellectual property;
|
•
|
ability to hire qualified candidates;
|
•
|
foreign taxes;
|
•
|
political, legal and economic instability in foreign markets;
|
•
|
foreign regulations;
|
•
|
changes in, or impositions of, legislative or regulatory requirements;
|
•
|
trade restrictions, including restrictions imposed by the United States government on trading with parties in foreign countries;
|
•
|
transportation delays;
|
•
|
epidemics and illnesses;
|
•
|
terrorism and threats of terrorism;
|
•
|
work stoppages and infrastructure problems due to adverse weather conditions or natural disasters;
|
•
|
work stoppages related to employee dissatisfaction;
|
•
|
changes in import/export regulations, tariffs, and freight rates; and
|
•
|
the effective protections of, and the ability to enforce, contractual arrangements.
|
•
|
fluctuations in our results of operations, including our gross margins;
|
•
|
changes in our business, operations or prospects;
|
•
|
hiring or departure of key personnel;
|
•
|
new contractual relationships with key suppliers or customers by us or our competitors;
|
•
|
proposed acquisitions and dispositions by us or our competitors;
|
•
|
financial results or projections that fail to meet public market analysts’ expectations and changes in stock market analysts’ recommendations regarding us, other optical technology companies or the telecommunication industry in general;
|
•
|
future sales of common stock, or securities convertible into, exchangeable or exercisable for common stock;
|
•
|
adverse judgments or settlements obligating us to pay damages;
|
•
|
future issuances of common stock in connection with acquisitions or other transactions;
|
•
|
acts of war, terrorism, or natural disasters;
|
•
|
industry, domestic and international market and economic conditions, including the global macroeconomic downturn over the last three years and related sovereign debt issues in certain parts of the world;
|
•
|
low trading volume in our stock;
|
•
|
developments relating to patents or property rights; and
|
•
|
government regulatory changes.
|
•
|
adversely affect the voting power of the holders of our common stock;
|
•
|
make it more difficult for a third-party to gain control of us;
|
•
|
discourage bids for our common stock at a premium;
|
•
|
limit or eliminate any payments that the holders of our common stock could expect to receive upon our liquidation; or
|
•
|
otherwise adversely affect the market price of our common stock.
|
•
|
authorizing the board of directors to issue preferred stock;
|
•
|
prohibiting cumulative voting in the election of directors;
|
•
|
limiting the persons who may call special meetings of stockholders;
|
•
|
prohibiting stockholder actions by written consent;
|
•
|
creating a classified board of directors pursuant to which our directors are elected for staggered three-year terms;
|
•
|
permitting the board of directors to increase the size of the board and to fill vacancies;
|
•
|
requiring a super-majority vote of our stockholders to amend our bylaws and certain provisions of our certificate of incorporation; and
|
•
|
establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings.
|
Location
|
Square
Feet
|
|
Principal Use
|
|
Ownership
|
|
Lease
Expiration
|
|
Sagamihara-shi, Japan
|
343,000
|
|
|
Office space, manufacturing, research and development
|
|
Lease
|
|
March 2033
|
Caswell, United Kingdom
|
183,000
|
|
|
Office space, manufacturing, research and development
|
|
Lease
|
|
March 2026
|
Shenzhen, China
|
130,000
|
|
|
Office space, manufacturing, research and development
|
|
Lease
|
|
June 2016
|
San Donato, Italy
|
66,000
|
|
|
Office space, manufacturing, research and development
|
|
Lease
|
|
July 2017
|
San Jose, California
|
52,000
|
|
|
Corporate headquarters, office space, manufacturing, research and development
|
|
Lease
|
|
January 2016
|
Komoro, Japan
|
35,000
|
|
|
Office space, manufacturing, research and development
|
|
Lease
|
|
March 2016
|
Acton, Massachusetts
|
31,000
(1)
|
|
|
Office space
|
|
Lease
|
|
January 2016
|
|
Price Per Share of Common Stock
|
||||||
|
High
|
|
Low
|
||||
Fiscal year 2014 quarter ended:
|
|
|
|
||||
September 28, 2013
|
$
|
1.84
|
|
|
$
|
0.88
|
|
December 28, 2013
|
2.60
|
|
|
1.71
|
|
||
March 29, 2014
|
3.29
|
|
|
2.39
|
|
||
June 28, 2014
|
3.57
|
|
|
1.44
|
|
||
Fiscal year 2013 quarter ended:
|
|
|
|
||||
September 29, 2012
|
$
|
3.19
|
|
|
$
|
2.21
|
|
December 29, 2012
|
2.81
|
|
|
1.11
|
|
||
March 30, 2013
|
1.95
|
|
|
1.16
|
|
||
June 29, 2013
|
1.42
|
|
|
0.99
|
|
|
June 27,
2009
|
|
July 3,
2010
|
|
July 2,
2011
|
|
June 30,
2012
|
|
June 29,
2013
|
|
June 28,
2014
|
||||||||||||
Oclaro, Inc.
|
$
|
100.00
|
|
|
$
|
342.86
|
|
|
$
|
213.97
|
|
|
$
|
96.51
|
|
|
$
|
37.46
|
|
|
$
|
68.25
|
|
NASDAQ Composite Index
|
$
|
100.00
|
|
|
$
|
113.43
|
|
|
$
|
152.71
|
|
|
$
|
159.16
|
|
|
$
|
184.55
|
|
|
$
|
238.49
|
|
NASDAQ Telecommunications Index
|
$
|
100.00
|
|
|
$
|
97.56
|
|
|
$
|
113.48
|
|
|
$
|
97.10
|
|
|
$
|
120.67
|
|
|
$
|
136.50
|
|
|
Year Ended
|
||||||||||||||||||
|
June 28,
2014
|
|
June 29,
2013
|
|
June 30,
2012
|
|
July 2,
2011
|
|
July 3,
2010
|
||||||||||
|
(Thousands, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
390,871
|
|
|
$
|
404,629
|
|
|
$
|
194,208
|
|
|
$
|
466,505
|
|
|
$
|
392,545
|
|
Operating income (loss)
|
(102,331
|
)
|
|
(124,795
|
)
|
|
(67,673
|
)
|
|
(33,610
|
)
|
|
4,834
|
|
|||||
Income (loss) from continuing operations
|
(102,125
|
)
|
|
(120,295
|
)
|
|
(63,997
|
)
|
|
(46,425
|
)
|
|
10,961
|
|
|||||
Income (loss) from discontinued operations
|
119,944
|
|
|
(2,450
|
)
|
|
(2,506
|
)
|
|
—
|
|
|
1,420
|
|
|||||
Net income (loss)
|
17,819
|
|
|
(122,745
|
)
|
|
(66,503
|
)
|
|
(46,425
|
)
|
|
12,381
|
|
|||||
Income (loss) from continuing operations per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(1.03
|
)
|
|
$
|
(1.37
|
)
|
|
$
|
(1.27
|
)
|
|
$
|
(0.96
|
)
|
|
$
|
0.27
|
|
Diluted
|
$
|
(1.03
|
)
|
|
$
|
(1.37
|
)
|
|
$
|
(1.27
|
)
|
|
$
|
(0.96
|
)
|
|
$
|
0.26
|
|
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
98,986
|
|
|
87,770
|
|
|
50,396
|
|
|
48,444
|
|
|
40,322
|
|
|||||
Diluted
|
98,986
|
|
|
87,770
|
|
|
50,396
|
|
|
48,444
|
|
|
42,262
|
|
|
June 28,
2014
|
|
June 29,
2013
|
|
June 30,
2012
|
|
July 2,
2011
|
|
July 3,
2010
|
||||||||||
|
(Thousands)
|
||||||||||||||||||
Total assets
|
$
|
365,685
|
|
|
$
|
449,894
|
|
|
$
|
328,306
|
|
|
$
|
375,174
|
|
|
$
|
360,795
|
|
Total stockholders’ equity
|
207,928
|
|
|
154,132
|
|
|
167,651
|
|
|
229,095
|
|
|
252,534
|
|
|||||
Long-term obligations
|
18,884
|
|
|
48,756
|
|
|
12,391
|
|
|
6,277
|
|
|
9,785
|
|
|
Year Ended
|
|
|
|
Increase
(Decrease) |
|
||||||||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
Change
|
|
|
|||||||||||||||
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
||||||||||
Revenues
|
$
|
390,871
|
|
|
100.0
|
|
|
$
|
404,629
|
|
|
100.0
|
|
|
$
|
(13,758
|
)
|
|
(3.4
|
)
|
|
|
Cost of revenues
|
338,424
|
|
|
86.6
|
|
|
376,461
|
|
|
93.0
|
|
|
(38,037
|
)
|
|
(10.1
|
)
|
|
||||
Gross profit
|
52,447
|
|
|
13.4
|
|
|
28,168
|
|
|
7.0
|
|
|
24,279
|
|
|
86.2
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
64,218
|
|
|
16.4
|
|
|
79,266
|
|
|
19.6
|
|
|
(15,048
|
)
|
|
(19.0
|
)
|
|
||||
Selling, general and administrative
|
70,937
|
|
|
18.2
|
|
|
78,618
|
|
|
19.4
|
|
|
(7,681
|
)
|
|
(9.8
|
)
|
|
||||
Amortization of other intangible assets
|
1,680
|
|
|
0.4
|
|
|
5,029
|
|
|
1.3
|
|
|
(3,349
|
)
|
|
(66.6
|
)
|
|
||||
Restructuring, acquisition and related (income) expense, net
|
18,491
|
|
|
4.7
|
|
|
(7,631
|
)
|
|
(1.9
|
)
|
|
26,122
|
|
|
n/m
|
|
(1
|
)
|
|||
Flood-related (income) expense, net
|
(1,797
|
)
|
|
(0.5
|
)
|
|
(29,510
|
)
|
|
(7.3
|
)
|
|
27,713
|
|
|
(93.9
|
)
|
|
||||
Impairment of goodwill, other intangible assets and long-lived assets
|
584
|
|
|
0.2
|
|
|
27,021
|
|
|
6.7
|
|
|
(26,437
|
)
|
|
(97.8
|
)
|
|
||||
Loss on sale of property and equipment
|
665
|
|
|
0.2
|
|
|
170
|
|
|
—
|
|
|
495
|
|
|
291.2
|
|
|
||||
Total operating expenses
|
154,778
|
|
|
39.6
|
|
|
152,963
|
|
|
37.8
|
|
|
1,815
|
|
|
1.2
|
|
|
||||
Operating loss
|
(102,331
|
)
|
|
(26.2
|
)
|
|
(124,795
|
)
|
|
(30.8
|
)
|
|
22,464
|
|
|
(18.0
|
)
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income (expense), net
|
(9,228
|
)
|
|
(2.3
|
)
|
|
(3,271
|
)
|
|
(0.8
|
)
|
|
(5,957
|
)
|
|
182.1
|
|
|
||||
Loss on foreign currency transactions
|
(1,158
|
)
|
|
(0.3
|
)
|
|
(14,542
|
)
|
|
(3.6
|
)
|
|
13,384
|
|
|
(92.0
|
)
|
|
||||
Other income (expense), net
|
1,227
|
|
|
0.3
|
|
|
(2,527
|
)
|
|
(0.6
|
)
|
|
3,754
|
|
|
n/m
|
|
(1
|
)
|
|||
Gain on bargain purchase
|
—
|
|
|
—
|
|
|
24,866
|
|
|
6.1
|
|
|
(24,866
|
)
|
|
(100.0
|
)
|
|
||||
Total other income (expense)
|
(9,159
|
)
|
|
(2.3
|
)
|
|
4,526
|
|
|
1.1
|
|
|
(13,685
|
)
|
|
n/m
|
|
(1
|
)
|
|||
Loss from continuing operations before income taxes
|
(111,490
|
)
|
|
(28.5
|
)
|
|
(120,269
|
)
|
|
(29.7
|
)
|
|
8,779
|
|
|
(7.3
|
)
|
|
||||
Income tax (benefit) provision
|
(9,365
|
)
|
|
(2.4
|
)
|
|
26
|
|
|
—
|
|
|
(9,391
|
)
|
|
n/m
|
|
(1
|
)
|
|||
Loss from continuing operations
|
(102,125
|
)
|
|
(26.1
|
)
|
|
(120,295
|
)
|
|
(29.7
|
)
|
|
18,170
|
|
|
(15.1
|
)
|
|
||||
Income (loss) from discontinued operations, net of tax
|
119,944
|
|
|
30.7
|
|
|
(2,450
|
)
|
|
(0.6
|
)
|
|
122,394
|
|
|
n/m
|
|
(1
|
)
|
|||
Net income (loss)
|
$
|
17,819
|
|
|
4.6
|
|
|
$
|
(122,745
|
)
|
|
(30.3
|
)
|
|
$
|
140,564
|
|
|
n/m
|
|
(1
|
)
|
(1)
|
Not meaningful
|
|
Year Ended
|
||||||
|
June 28, 2014
|
|
June 29, 2013
|
||||
|
(Thousands)
|
||||||
Write-off of net book value of damaged property and equipment
|
$
|
2,009
|
|
|
$
|
—
|
|
Personnel-related costs, professional fees and related expenses
|
(143
|
)
|
|
1,287
|
|
||
Settlement payments
|
(3,663
|
)
|
|
(30,797
|
)
|
||
|
$
|
(1,797
|
)
|
|
$
|
(29,510
|
)
|
|
Year Ended
|
|
|
||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
Change
|
||||||
|
(Thousands)
|
||||||||||
Revenues
|
$
|
49,081
|
|
|
$
|
181,399
|
|
|
$
|
(132,318
|
)
|
Cost of revenues
|
37,418
|
|
|
145,165
|
|
|
(107,747
|
)
|
|||
Gross profit
|
11,663
|
|
|
36,234
|
|
|
(24,571
|
)
|
|||
Operating expenses
|
8,971
|
|
|
36,195
|
|
|
(27,224
|
)
|
|||
Other income (expense), net
|
130,518
|
|
|
(996
|
)
|
|
131,514
|
|
|||
Income (loss) from discontinued operations
before income taxes |
133,210
|
|
|
(957
|
)
|
|
134,167
|
|
|||
Income tax provision
|
13,266
|
|
|
1,493
|
|
|
11,773
|
|
|||
Income (loss) from discontinued operations
|
$
|
119,944
|
|
|
$
|
(2,450
|
)
|
|
$
|
122,394
|
|
|
Year Ended
|
|
|
|
Increase
(Decrease) |
|
||||||||||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
Change
|
|
|
|||||||||||||||
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
||||||||||
Revenues
|
$
|
404,629
|
|
|
100.0
|
|
|
$
|
194,208
|
|
|
100.0
|
|
|
$
|
210,421
|
|
|
108.3
|
|
|
|
Cost of revenues
|
376,461
|
|
|
93.0
|
|
|
165,528
|
|
|
85.2
|
|
|
210,933
|
|
|
127.4
|
|
|
||||
Gross profit
|
28,168
|
|
|
7.0
|
|
|
28,680
|
|
|
14.8
|
|
|
(512
|
)
|
|
(1.8
|
)
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
79,266
|
|
|
19.6
|
|
|
43,534
|
|
|
22.4
|
|
|
35,732
|
|
|
82.1
|
|
|
||||
Selling, general and administrative
|
78,618
|
|
|
19.4
|
|
|
49,490
|
|
|
25.5
|
|
|
29,128
|
|
|
58.9
|
|
|
||||
Amortization of other intangible assets
|
5,029
|
|
|
1.3
|
|
|
2,724
|
|
|
1.4
|
|
|
2,305
|
|
|
84.6
|
|
|
||||
Restructuring, acquisition and related (income) expense, net
|
(7,631
|
)
|
|
(1.9
|
)
|
|
9,329
|
|
|
4.8
|
|
|
(16,960
|
)
|
|
n/m
|
|
(1
|
)
|
|||
Flood-related (income) expense, net
|
(29,510
|
)
|
|
(7.3
|
)
|
|
2,458
|
|
|
1.3
|
|
|
(31,968
|
)
|
|
n/m
|
|
(1
|
)
|
|||
Impairment of goodwill, other intangible assets and long-lived assets
|
27,021
|
|
|
6.7
|
|
|
—
|
|
|
—
|
|
|
27,021
|
|
|
n/m
|
|
(1
|
)
|
|||
(Gain) loss on sale of property and equipment
|
170
|
|
|
—
|
|
|
(11,182
|
)
|
|
(5.8
|
)
|
|
11,352
|
|
|
n/m
|
|
(1
|
)
|
|||
Total operating expenses
|
152,963
|
|
|
37.8
|
|
|
96,353
|
|
|
49.6
|
|
|
56,610
|
|
|
58.8
|
|
|
||||
Operating loss
|
(124,795
|
)
|
|
(30.8
|
)
|
|
(67,673
|
)
|
|
(34.8
|
)
|
|
(57,122
|
)
|
|
84.4
|
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income (expense), net
|
(3,271
|
)
|
|
(0.8
|
)
|
|
(1,121
|
)
|
|
(0.6
|
)
|
|
(2,150
|
)
|
|
191.8
|
|
|
||||
Loss on foreign currency transactions
|
(14,542
|
)
|
|
(3.6
|
)
|
|
4,585
|
|
|
2.4
|
|
|
(19,127
|
)
|
|
n/m
|
|
(1
|
)
|
|||
Other income (expense), net
|
(2,527
|
)
|
|
(0.6
|
)
|
|
2,238
|
|
|
1.1
|
|
|
(4,765
|
)
|
|
n/m
|
|
(1
|
)
|
|||
Gain on bargain purchase
|
24,866
|
|
|
6.1
|
|
|
—
|
|
|
—
|
|
|
24,866
|
|
|
n/m
|
|
(1
|
)
|
|||
Total other income (expense)
|
4,526
|
|
|
1.1
|
|
|
5,702
|
|
|
2.9
|
|
|
(1,176
|
)
|
|
(20.6
|
)
|
|
||||
Loss from continuing operations before income taxes
|
(120,269
|
)
|
|
(29.7
|
)
|
|
(61,971
|
)
|
|
(31.9
|
)
|
|
(58,298
|
)
|
|
94.1
|
|
|
||||
Income tax provision
|
26
|
|
|
—
|
|
|
2,026
|
|
|
1.0
|
|
|
(2,000
|
)
|
|
(98.7
|
)
|
|
||||
Loss from continuing operations
|
(120,295
|
)
|
|
(29.7
|
)
|
|
(63,997
|
)
|
|
(33.0
|
)
|
|
(56,298
|
)
|
|
88.0
|
|
|
||||
Loss from discontinued operations, net of tax
|
(2,450
|
)
|
|
(0.6
|
)
|
|
(2,506
|
)
|
|
(1.3
|
)
|
|
56
|
|
|
(2.2
|
)
|
|
||||
Net loss
|
$
|
(122,745
|
)
|
|
(30.3
|
)
|
|
$
|
(66,503
|
)
|
|
(34.2
|
)
|
|
$
|
(56,242
|
)
|
|
84.6
|
|
|
(1)
|
Not meaningful
|
|
Year Ended
|
||||||
|
June 29, 2013
|
|
June 30, 2012
|
||||
|
(Thousands)
|
||||||
Adjustment to net book value for damaged inventory
|
$
|
—
|
|
|
$
|
4,246
|
|
Write-off of net book value of damaged property and equipment
|
—
|
|
|
3,927
|
|
||
Personnel-related costs, professional fees and related expenses
|
1,287
|
|
|
5,274
|
|
||
Settlement payments
|
(30,797
|
)
|
|
(10,989
|
)
|
||
|
$
|
(29,510
|
)
|
|
$
|
2,458
|
|
|
Year Ended
|
|
|
||||||||
|
June 29, 2013
|
|
June 30, 2012
|
|
Change
|
||||||
|
(Thousands)
|
||||||||||
Revenues
|
$
|
181,399
|
|
|
$
|
191,250
|
|
|
$
|
(9,851
|
)
|
Cost of revenues
|
145,165
|
|
|
149,885
|
|
|
(4,720
|
)
|
|||
Gross profit
|
36,234
|
|
|
41,365
|
|
|
(5,131
|
)
|
|||
Operating expenses
|
36,195
|
|
|
37,444
|
|
|
(1,249
|
)
|
|||
Other income (expense), net
|
(996
|
)
|
|
(1,469
|
)
|
|
473
|
|
|||
Income (loss) from discontinued operations
before income taxes |
(957
|
)
|
|
2,452
|
|
|
(3,409
|
)
|
|||
Income tax (benefit) provision
|
1,493
|
|
|
4,958
|
|
|
(3,465
|
)
|
|||
Income (loss) from discontinued operations
|
$
|
(2,450
|
)
|
|
$
|
(2,506
|
)
|
|
$
|
56
|
|
|
Capital
Lease
Obligations
(1)
|
|
Operating
Lease
Obligations
|
|
Sublease
Income
|
|
Purchase
Obligations
|
||||||||
|
|
|
(Thousands)
|
|
|
||||||||||
Fiscal Year:
|
|
|
|
|
|
|
|
||||||||
2015
|
$
|
5,947
|
|
|
$
|
10,538
|
|
|
$
|
(272
|
)
|
|
$
|
81,731
|
|
2016
|
2,953
|
|
|
9,001
|
|
|
(84
|
)
|
|
—
|
|
||||
2017
|
1,379
|
|
|
7,983
|
|
|
(78
|
)
|
|
—
|
|
||||
2018
|
50
|
|
|
7,601
|
|
|
(19
|
)
|
|
—
|
|
||||
2019
|
33
|
|
|
7,408
|
|
|
—
|
|
|
—
|
|
||||
Thereafter
|
88
|
|
|
64,202
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
10,450
|
|
|
$
|
106,733
|
|
|
$
|
(453
|
)
|
|
$
|
81,731
|
|
(1)
|
Amounts include interest.
|
•
|
the nature of the estimate or assumption is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and
|
•
|
the impact of such estimates and assumptions on our financial condition or operating performance is material.
|
•
|
Tangible and identifiable intangible assets acquired and liabilities assumed as of the acquisition date are recorded at the acquisition date fair value. Such valuations require management to make significant estimates and assumptions, especially with respect to the identifiable intangible assets.
|
•
|
Goodwill is recognized for any excess of purchase price over the net fair value of assets acquired and liabilities assumed. A bargain purchase gain results if the fair value of the purchase price is less than the net fair value of the assets acquired and liabilities assumed. We recorded a
$24.9 million
bargain purchase gain related to our acquisition of Opnext during fiscal year 2013.
|
(a)
|
The following documents are filed as part of or are included in this Annual Report on Form 10-K:
|
|
|
|
OCLARO, INC.
(Registrant)
|
|
|
|
|
September 10, 2014
|
By:
|
|
/s/ Greg Dougherty
|
|
|
|
Greg Dougherty
|
|
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Greg Dougherty
|
|
Director and Chief Executive Officer
|
|
September 10, 2014
|
Greg Dougherty
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Pete Mangan
|
|
Chief Financial Officer
|
|
September 10, 2014
|
Pete Mangan
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Mike Fernicola
|
|
Chief Accounting Officer
|
|
September 10, 2014
|
Mike Fernicola
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Marissa Peterson
|
|
Chairman of the Board
|
|
September 10, 2014
|
Marissa Peterson
|
|
|
|
|
|
|
|
|
|
/s/ Edward B. Collins
|
|
Director
|
|
September 10, 2014
|
Edward B. Collins
|
|
|
|
|
|
|
|
|
|
/s/ Kendall W. Cowan
|
|
Director
|
|
September 10, 2014
|
Kendall W. Cowan
|
|
|
|
|
|
|
|
|
|
/s/ Lori Holland
|
|
Director
|
|
September 10, 2014
|
Lori Holland
|
|
|
|
|
|
|
|
|
|
/s/ Joel Smith III
|
|
Director
|
|
September 10, 2014
|
Joel Smith III
|
|
|
|
|
|
|
|
|
|
/s/ William L. Smith
|
|
Director
|
|
September 10, 2014
|
William L. Smith
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||
|
(Thousands, except par value)
|
||||||
ASSETS
|
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
98,973
|
|
|
$
|
84,635
|
|
Restricted cash
|
5,055
|
|
|
2,719
|
|
||
Short-term investments
|
95
|
|
|
200
|
|
||
Accounts receivable, net of allowances for doubtful accounts and sales returns of $2,750 and $579 as of June 28, 2014, respectively, and $2,993 and $3,206 as of June 29, 2013, respectively, and including $2,706 and $2,975 due from related parties as of June 28, 2014 and June 29, 2013, respectively
|
82,872
|
|
|
100,774
|
|
||
Inventories
|
71,099
|
|
|
86,029
|
|
||
Prepaid expenses and other current assets
|
45,275
|
|
|
33,498
|
|
||
Assets of discontinued operations held for sale
|
—
|
|
|
55,333
|
|
||
Total current assets
|
303,369
|
|
|
363,188
|
|
||
Property and equipment, net
|
50,768
|
|
|
72,028
|
|
||
Other intangible assets, net
|
8,536
|
|
|
10,233
|
|
||
Other non-current assets
|
3,012
|
|
|
4,445
|
|
||
Total assets
|
$
|
365,685
|
|
|
$
|
449,894
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable, including $4,483 and $2,246 due to related parties as of June 28, 2014 and June 29, 2013, respectively
|
$
|
71,283
|
|
|
$
|
94,157
|
|
Accrued expenses and other liabilities
|
51,492
|
|
|
52,010
|
|
||
Capital lease obligations, current
|
5,387
|
|
|
8,281
|
|
||
Term loan payable
|
—
|
|
|
24,647
|
|
||
Credit line payable
|
—
|
|
|
39,964
|
|
||
Liabilities of discontinued operations held for sale
|
—
|
|
|
17,470
|
|
||
Total current liabilities
|
128,162
|
|
|
236,529
|
|
||
Deferred gain on sale-leasebacks
|
10,711
|
|
|
10,477
|
|
||
Convertible notes payable
|
—
|
|
|
22,990
|
|
||
Capital lease obligations, non-current
|
4,539
|
|
|
9,914
|
|
||
Other non-current liabilities
|
14,345
|
|
|
15,852
|
|
||
Total liabilities
|
157,757
|
|
|
295,762
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock: 1,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock: $0.01 par value per share; 175,000 shares authorized; 107,779 shares issued and outstanding as of June 28, 2014 and 92,766 shares issued and outstanding as of June 29, 2013
|
1,077
|
|
|
928
|
|
||
Additional paid-in capital
|
1,458,487
|
|
|
1,429,155
|
|
||
Accumulated other comprehensive income
|
45,864
|
|
|
39,368
|
|
||
Accumulated deficit
|
(1,297,500
|
)
|
|
(1,315,319
|
)
|
||
Total stockholders’ equity
|
207,928
|
|
|
154,132
|
|
||
Total liabilities and stockholders’ equity
|
$
|
365,685
|
|
|
$
|
449,894
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands, except per share amounts)
|
||||||||||
Revenues, including $13,412 and $9,311 from related parties for the years ended June 28, 2014 and June 29, 2013, respectively
|
$
|
390,871
|
|
|
$
|
404,629
|
|
|
$
|
194,208
|
|
Cost of revenues
|
338,424
|
|
|
376,461
|
|
|
165,528
|
|
|||
Gross profit
|
52,447
|
|
|
28,168
|
|
|
28,680
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
64,218
|
|
|
79,266
|
|
|
43,534
|
|
|||
Selling, general and administrative
|
70,937
|
|
|
78,618
|
|
|
49,490
|
|
|||
Amortization of other intangible assets
|
1,680
|
|
|
5,029
|
|
|
2,724
|
|
|||
Restructuring, acquisition and related (income) expense, net
|
18,491
|
|
|
(7,631
|
)
|
|
9,329
|
|
|||
Flood-related (income) expense, net
|
(1,797
|
)
|
|
(29,510
|
)
|
|
2,458
|
|
|||
Impairment of goodwill, other intangible assets and long-lived assets
|
584
|
|
|
27,021
|
|
|
—
|
|
|||
(Gain) loss on sale of property and equipment
|
665
|
|
|
170
|
|
|
(11,182
|
)
|
|||
Total operating expenses
|
154,778
|
|
|
152,963
|
|
|
96,353
|
|
|||
Operating loss
|
(102,331
|
)
|
|
(124,795
|
)
|
|
(67,673
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income (expense), net
|
(9,228
|
)
|
|
(3,271
|
)
|
|
(1,121
|
)
|
|||
Gain (loss) on foreign currency transactions
|
(1,158
|
)
|
|
(14,542
|
)
|
|
4,585
|
|
|||
Other income (expense), net
|
1,227
|
|
|
(2,527
|
)
|
|
2,238
|
|
|||
Gain on bargain purchase
|
—
|
|
|
24,866
|
|
|
—
|
|
|||
Total other income (expense)
|
(9,159
|
)
|
|
4,526
|
|
|
5,702
|
|
|||
Loss from continuing operations before income taxes
|
(111,490
|
)
|
|
(120,269
|
)
|
|
(61,971
|
)
|
|||
Income tax (benefit) provision
|
(9,365
|
)
|
|
26
|
|
|
2,026
|
|
|||
Loss from continuing operations
|
(102,125
|
)
|
|
(120,295
|
)
|
|
(63,997
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
119,944
|
|
|
(2,450
|
)
|
|
(2,506
|
)
|
|||
Net income (loss)
|
$
|
17,819
|
|
|
$
|
(122,745
|
)
|
|
$
|
(66,503
|
)
|
Basic and diluted net income (loss) per share:
|
|
|
|
|
|
||||||
Loss per share from continuing operations
|
$
|
(1.03
|
)
|
|
$
|
(1.37
|
)
|
|
$
|
(1.27
|
)
|
Income (loss) per share from discontinued operations
|
1.21
|
|
|
(0.03
|
)
|
|
(0.05
|
)
|
|||
Basic and diluted net income (loss) per share
|
$
|
0.18
|
|
|
$
|
(1.40
|
)
|
|
$
|
(1.32
|
)
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
98,986
|
|
|
87,770
|
|
|
50,396
|
|
|||
Diluted
|
98,986
|
|
|
87,770
|
|
|
50,396
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
Net income (loss)
|
$
|
17,819
|
|
|
$
|
(122,745
|
)
|
|
$
|
(66,503
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized loss on hedging transactions
|
—
|
|
|
(7
|
)
|
|
(47
|
)
|
|||
Unrealized gain (loss) on marketable securities
|
(104
|
)
|
|
86
|
|
|
(52
|
)
|
|||
Currency translation adjustments
|
771
|
|
|
9,193
|
|
|
(6,980
|
)
|
|||
Pension adjustment, net of tax benefits of $639 in 2013 and $1,630 in 2012
|
5,829
|
|
|
558
|
|
|
(4,113
|
)
|
|||
Total comprehensive income (loss)
|
$
|
24,315
|
|
|
$
|
(112,915
|
)
|
|
$
|
(77,695
|
)
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
Cash flows from operating activities:
|
|
||||||||||
Net income (loss)
|
$
|
17,819
|
|
|
$
|
(122,745
|
)
|
|
$
|
(66,503
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
||||||
Adjustment in fair value of earn-out obligation
|
—
|
|
|
—
|
|
|
(2,158
|
)
|
|||
Amortization of deferred gain on sale-leasebacks
|
(2,134
|
)
|
|
(2,059
|
)
|
|
(985
|
)
|
|||
Amortization and write-off of debt discount and issuance costs
|
4,293
|
|
|
524
|
|
|
—
|
|
|||
Depreciation and amortization
|
26,383
|
|
|
42,177
|
|
|
22,289
|
|
|||
Flood-related non-cash losses
|
2,011
|
|
|
—
|
|
|
8,173
|
|
|||
Gain on sale of Zurich Business
|
(63,240
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of Amplifier Business
|
(68,923
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on bargain purchase on acquisition of Opnext
|
—
|
|
|
(24,866
|
)
|
|
—
|
|
|||
Gain on sale of assets
|
—
|
|
|
(24,846
|
)
|
|
—
|
|
|||
(Gain) loss on sale of property and equipment
|
665
|
|
|
(80
|
)
|
|
(11,566
|
)
|
|||
Impairment of goodwill, other intangible assets and long-lived assets
|
584
|
|
|
26,015
|
|
|
—
|
|
|||
Stock-based compensation expense
|
6,243
|
|
|
7,212
|
|
|
6,592
|
|
|||
Other adjustments
|
365
|
|
|
4,306
|
|
|
(4,185
|
)
|
|||
Changes in operating assets and liabilities, net of acquired businesses:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
26,547
|
|
|
33,862
|
|
|
6,255
|
|
|||
Inventories
|
15,517
|
|
|
14,449
|
|
|
14,898
|
|
|||
Prepaid expenses and other current assets
|
(6,987
|
)
|
|
(15,008
|
)
|
|
(469
|
)
|
|||
Other non-current assets
|
1,509
|
|
|
(151
|
)
|
|
(641
|
)
|
|||
Accounts payable
|
(27,179
|
)
|
|
(23,393
|
)
|
|
(5,111
|
)
|
|||
Accrued expenses and other liabilities
|
(14,657
|
)
|
|
(2,895
|
)
|
|
6,738
|
|
|||
Net cash used in operating activities
|
(81,184
|
)
|
|
(87,498
|
)
|
|
(26,673
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(8,756
|
)
|
|
(17,202
|
)
|
|
(20,292
|
)
|
|||
Proceeds from sale of Zurich Business
|
93,545
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of Amplifier Business
|
84,600
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of building
|
—
|
|
|
—
|
|
|
18,664
|
|
|||
Proceeds from sales of property and equipment
|
—
|
|
|
80
|
|
|
446
|
|
|||
Proceeds from sale of assets
|
2,120
|
|
|
26,000
|
|
|
3,900
|
|
|||
Proceeds from sale of investments
|
—
|
|
|
3,861
|
|
|
3,438
|
|
|||
Transfer (to) from restricted cash, net of acquired businesses
|
(2,309
|
)
|
|
17,893
|
|
|
(71
|
)
|
|||
Cash acquired from business combinations
|
—
|
|
|
36,123
|
|
|
—
|
|
|||
Net cash provided by investing activities
|
169,200
|
|
|
66,755
|
|
|
6,085
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock, net
|
(46
|
)
|
|
1,646
|
|
|
97
|
|
|||
Proceeds from borrowings under credit line
|
—
|
|
|
15,256
|
|
|
25,500
|
|
|||
Proceeds from the sale of convertible notes, net
|
—
|
|
|
22,768
|
|
|
—
|
|
|||
Proceeds from term loan, net
|
—
|
|
|
22,455
|
|
|
—
|
|
|||
Payments on capital lease obligations
|
(7,073
|
)
|
|
(6,676
|
)
|
|
—
|
|
|||
Repayments on borrowings under credit line, note payable and term loan
|
(64,964
|
)
|
|
(16,040
|
)
|
|
—
|
|
|||
Cash paid under earnout obligations
|
—
|
|
|
(8,628
|
)
|
|
(2,762
|
)
|
|||
Net cash provided by (used in) financing activities
|
(72,083
|
)
|
|
30,781
|
|
|
22,835
|
|
|||
Effect of exchange rate on cash and cash equivalents
|
(1,595
|
)
|
|
12,837
|
|
|
(3,270
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
14,338
|
|
|
22,875
|
|
|
(1,023
|
)
|
|||
Cash and cash equivalents at beginning of fiscal year
|
84,635
|
|
|
61,760
|
|
|
62,783
|
|
|||
Cash and cash equivalents at end of fiscal year
|
$
|
98,973
|
|
|
$
|
84,635
|
|
|
$
|
61,760
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
10,437
|
|
|
$
|
2,496
|
|
|
$
|
743
|
|
Cash paid for income taxes
|
2,571
|
|
|
3,589
|
|
|
2,688
|
|
|||
Supplemental disclosures of non-cash transactions:
|
|
|
|
|
|
||||||
Issuance of common stock in connection with exercise of convertible notes
|
$
|
23,050
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of common stock, stock options and stock appreciation rights related to the acquisition of Opnext
|
—
|
|
|
89,842
|
|
|
—
|
|
|||
Capital lease obligations incurred for purchases of property and equipment
|
—
|
|
|
(658
|
)
|
|
—
|
|
|||
Warrants issued in connection with term loans
|
—
|
|
|
667
|
|
|
—
|
|
|||
Issuance of common stock to settle Xtellus escrow liability
|
—
|
|
|
—
|
|
|
7,000
|
|
|||
Issuance of common stock to settle Mintera earnout liability
|
—
|
|
|
—
|
|
|
2,758
|
|
|
|
|
|
|
Additional Paid-In Capital
|
|
Accumulated
Other Comprehensive Income
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
|||||||||||
|
Common Stock
|
|
|
|
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
(Thousands)
|
|||||||||||||||||||||
Balance at July 2, 2011
|
50,476
|
|
|
$
|
505
|
|
|
$
|
1,313,931
|
|
|
$
|
40,730
|
|
|
$
|
(1,126,071
|
)
|
|
$
|
229,095
|
|
Issuance of shares related to share awards and restricted stock units
|
343
|
|
|
3
|
|
|
(182
|
)
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
|||||
Issuance of shares upon the exercise of common stock options
|
45
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|||||
Transfer of escrow shares to former Xtellus stockholders
|
—
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
|
—
|
|
|
7,000
|
|
|||||
Shares returned from escrow account
|
(122
|
)
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares issued in connection with acquisitions
|
769
|
|
|
8
|
|
|
2,750
|
|
|
—
|
|
|
—
|
|
|
2,758
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
6,576
|
|
|
—
|
|
|
—
|
|
|
6,576
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,192
|
)
|
|
—
|
|
|
(11,192
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,503
|
)
|
|
(66,503
|
)
|
|||||
Balance at June 30, 2012
|
51,511
|
|
|
515
|
|
|
1,330,172
|
|
|
29,538
|
|
|
(1,192,574
|
)
|
|
167,651
|
|
|||||
Issuance of shares related to share awards and restricted stock units
|
1,697
|
|
|
17
|
|
|
(83
|
)
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|||||
Issuance of shares upon the exercise of common stock options
|
6
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Issuance of shares in connection with the employee stock purchase plan
|
1,135
|
|
|
11
|
|
|
1,699
|
|
|
—
|
|
|
—
|
|
|
1,710
|
|
|||||
Shares issued in connection with acquisitions
|
38,416
|
|
|
385
|
|
|
89,457
|
|
|
—
|
|
|
—
|
|
|
89,842
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
7,240
|
|
|
—
|
|
|
—
|
|
|
7,240
|
|
|||||
Warrants issued in connection with notes
|
—
|
|
|
—
|
|
|
667
|
|
|
—
|
|
|
—
|
|
|
667
|
|
|||||
Other comprehensive gain
|
—
|
|
|
—
|
|
|
—
|
|
|
9,830
|
|
|
—
|
|
|
9,830
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122,745
|
)
|
|
(122,745
|
)
|
|||||
Balance at June 29, 2013
|
92,765
|
|
|
928
|
|
|
1,429,155
|
|
|
39,368
|
|
|
(1,315,319
|
)
|
|
154,132
|
|
|||||
Issuance of shares related to share awards and restricted stock units
|
338
|
|
|
3
|
|
|
(218
|
)
|
|
—
|
|
|
—
|
|
|
(215
|
)
|
|||||
Issuance of shares upon the exercise of common stock options
|
155
|
|
|
1
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|||||
Issuance of shares in connection with exercise of warrants
|
978
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Issuance of shares in connection with conversion of convertible notes, net of adjustments for unamortized issuance and discount costs
|
13,543
|
|
|
135
|
|
|
22,983
|
|
|
—
|
|
|
—
|
|
|
23,118
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
6,409
|
|
|
—
|
|
|
—
|
|
|
6,409
|
|
|||||
Other comprehensive gain
|
—
|
|
|
—
|
|
|
—
|
|
|
6,496
|
|
|
—
|
|
|
6,496
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,819
|
|
|
17,819
|
|
|||||
Balance at June 28, 2014
|
107,779
|
|
|
$
|
1,077
|
|
|
$
|
1,458,487
|
|
|
$
|
45,864
|
|
|
$
|
(1,297,500
|
)
|
|
$
|
207,928
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||
|
(Thousands)
|
||||||
Cash and cash equivalents:
|
|
||||||
Cash-in-bank
|
$
|
97,759
|
|
|
$
|
82,634
|
|
Money market funds
|
1,214
|
|
|
2,001
|
|
||
|
$
|
98,973
|
|
|
$
|
84,635
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||
|
(Thousands)
|
||||||
Inventories:
|
|
||||||
Raw materials
|
$
|
20,036
|
|
|
$
|
32,678
|
|
Work-in-process
|
20,505
|
|
|
26,760
|
|
||
Finished goods
|
30,558
|
|
|
26,591
|
|
||
|
$
|
71,099
|
|
|
$
|
86,029
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||
|
(Thousands)
|
||||||
Property and equipment, net:
|
|
||||||
Buildings and improvements
|
$
|
12,989
|
|
|
$
|
10,271
|
|
Plant and machinery
|
47,247
|
|
|
72,144
|
|
||
Fixtures, fittings and equipment
|
9,701
|
|
|
4,295
|
|
||
Computer equipment
|
13,723
|
|
|
13,940
|
|
||
|
83,660
|
|
|
100,650
|
|
||
Less: accumulated depreciation
|
(32,892
|
)
|
|
(28,622
|
)
|
||
|
$
|
50,768
|
|
|
$
|
72,028
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||
|
(Thousands)
|
||||||
Accrued expenses and other liabilities:
|
|
|
|
||||
Trade payables
|
$
|
18,612
|
|
|
$
|
10,391
|
|
Compensation and benefits related accruals
|
10,242
|
|
|
13,117
|
|
||
Warranty accrual
|
4,672
|
|
|
4,670
|
|
||
Accrued restructuring, current
|
2,220
|
|
|
5,363
|
|
||
Other accruals
|
15,746
|
|
|
18,469
|
|
||
|
$
|
51,492
|
|
|
$
|
52,010
|
|
|
|
Fair Value Measurement at Reporting Date Using
|
||||||||||||
|
|
Quoted Prices
|
|
Significant
|
|
|
|
|
||||||
|
|
in Active
|
|
Other
|
|
Significant
|
|
|
||||||
|
|
Markets for
|
|
Observable
|
|
Unobservable
|
|
|
||||||
|
|
Identical Assets
|
|
Inputs
|
|
Inputs
|
|
|
||||||
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
||||||
Assets:
|
(Thousands)
|
|||||||||||||
Cash and cash equivalents: (1)
|
|
|
|
|
|
|
|
|||||||
|
Money market funds
|
1,214
|
|
|
—
|
|
|
—
|
|
|
1,214
|
|
||
Short-term investments:
|
|
|
|
|
|
|
|
|||||||
|
Marketable securities
|
95
|
|
|
—
|
|
|
—
|
|
|
95
|
|
||
Total assets measured at fair value
|
$
|
1,309
|
|
|
—
|
|
|
—
|
|
|
$
|
1,309
|
|
(1)
|
Excludes
$97.8 million
in cash held in our bank accounts at
June 28, 2014
.
|
|
|
|
|
|
|
|
|
Other
non-current |
||
|
|
|
|
|
|
|
|
liabilities
|
||
|
|
|
|
|
|
|
|
(Thousands)
|
||
Balance at June 30, 2012
|
|
|
|
|
|
|
$
|
—
|
|
|
Initial calculation for the contingent obligation for make-whole premium
|
|
|
|
136
|
|
|||||
Adjustments to the contingent obligation for make-whole premium
|
|
|
|
(37
|
)
|
|||||
Balance at June 29, 2013
|
|
|
|
|
|
|
99
|
|
||
Adjustments to the contingent obligation for make-whole premium
|
|
|
|
600
|
|
|||||
Settlement of make-whole premium upon conversion of the convertible notes
|
|
|
|
(699
|
)
|
|||||
Balance at June 28, 2014
|
|
|
|
|
|
|
$
|
—
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
Revenues
|
$
|
35,185
|
|
|
$
|
93,902
|
|
|
$
|
96,085
|
|
Cost of revenues
|
26,389
|
|
|
72,901
|
|
|
74,226
|
|
|||
Gross profit
|
8,796
|
|
|
21,001
|
|
|
21,859
|
|
|||
Operating expenses
|
5,545
|
|
|
18,739
|
|
|
18,907
|
|
|||
Other income (expense), net
|
68,923
|
|
|
—
|
|
|
—
|
|
|||
Income from discontinued operations before income taxes
|
72,174
|
|
|
2,262
|
|
|
2,952
|
|
|||
Income tax provision
|
13,068
|
|
|
800
|
|
|
822
|
|
|||
Income from discontinued operations
|
$
|
59,106
|
|
|
$
|
1,462
|
|
|
$
|
2,130
|
|
|
June 29, 2013
|
||
|
(Thousands)
|
||
Assets of Discontinued Operations Held for Sale
|
|
||
Accounts receivable, net
|
$
|
79
|
|
Inventories
|
23,762
|
|
|
Prepaid expenses and other current assets
|
1,294
|
|
|
Property and equipment, net
|
12,749
|
|
|
Deferred tax asset, non-current
|
2,283
|
|
|
|
$
|
40,167
|
|
|
|
||
|
June 29, 2013
|
||
|
(Thousands)
|
||
Liabilities of Discontinued Operations Held for Sale
|
|
||
Accounts payable
|
$
|
2,315
|
|
Accrued expenses and other liabilities
|
6,788
|
|
|
Other non-current liabilities
|
8,367
|
|
|
|
$
|
17,470
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
Revenues
|
$
|
13,896
|
|
|
$
|
87,497
|
|
|
$
|
95,165
|
|
Cost of revenues
|
11,029
|
|
|
72,264
|
|
|
75,659
|
|
|||
Gross profit
|
2,867
|
|
|
15,233
|
|
|
19,506
|
|
|||
Operating expenses
|
3,426
|
|
|
17,456
|
|
|
18,537
|
|
|||
Other income (expense), net
|
61,595
|
|
|
(996
|
)
|
|
(1,469
|
)
|
|||
Income (loss) from discontinued operations
before income taxes |
61,036
|
|
|
(3,219
|
)
|
|
(500
|
)
|
|||
Income tax provision
|
198
|
|
|
693
|
|
|
4,136
|
|
|||
Income (loss) from discontinued operations
|
$
|
60,838
|
|
|
$
|
(3,912
|
)
|
|
$
|
(4,636
|
)
|
|
Total Consideration
|
||
|
(Thousands)
|
||
Common shares issued to Opnext stockholders
|
$
|
88,742
|
|
Estimated fair value of vested stock options assumed
|
1,095
|
|
|
Estimated fair value of vested stock appreciation rights assumed
|
5
|
|
|
Total consideration
|
$
|
89,842
|
|
|
Purchase
Price
Allocation
|
||
|
(Thousands)
|
||
Cash and cash equivalents
|
$
|
36,123
|
|
Restricted cash
|
20,000
|
|
|
Accounts receivable
|
55,572
|
|
|
Inventories
|
68,011
|
|
|
Prepaid expenses and other current assets
|
14,432
|
|
|
Property and equipment
|
58,701
|
|
|
Intangible assets
|
16,420
|
|
|
Other non-current assets
|
212
|
|
|
Accounts payable
|
(68,503
|
)
|
|
Accrued expenses and other current liabilities
|
(27,081
|
)
|
|
Note payable
|
(19,133
|
)
|
|
Capital lease obligations
|
(29,003
|
)
|
|
Deferred tax liabilities
|
(2,131
|
)
|
|
Other non-current liabilities
|
(8,912
|
)
|
|
Estimate of the fair value of assets acquired and liabilities assumed
|
114,708
|
|
|
Gain on bargain purchase
|
(24,866
|
)
|
|
Total purchase price
|
$
|
89,842
|
|
|
Total
|
||
|
(Thousands)
|
||
Balance at July 2, 2011 and June 30, 2012
|
$
|
10,904
|
|
Impairment
|
(10,904
|
)
|
|
Balance at June 29, 2013 and June 28, 2014
|
—
|
|
|
Core and
Current
Technology
|
|
Development
and Supply
Agreements
|
|
Customer
Relationships
|
|
Patent
Portfolio
|
|
Other
Intangibles
|
|
Amortization
|
|
Total
|
||||||||||||||
|
(Thousands)
|
||||||||||||||||||||||||||
Balance at July 2, 2011
|
$
|
10,252
|
|
|
$
|
6,559
|
|
|
$
|
2,807
|
|
|
$
|
2,910
|
|
|
$
|
965
|
|
|
$
|
(4,347
|
)
|
|
$
|
19,146
|
|
Amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,724
|
)
|
|
(2,724
|
)
|
|||||||
Translations and adjustments
|
(14
|
)
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|||||||
Balance at June 30, 2012
|
$
|
10,238
|
|
|
$
|
6,520
|
|
|
$
|
2,807
|
|
|
$
|
2,910
|
|
|
$
|
965
|
|
|
$
|
(7,071
|
)
|
|
$
|
16,369
|
|
Additions
|
8,700
|
|
|
—
|
|
|
4,860
|
|
|
—
|
|
|
2,860
|
|
|
—
|
|
|
16,420
|
|
|||||||
Amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,029
|
)
|
|
(5,029
|
)
|
|||||||
Impairment
|
(9,119
|
)
|
|
(1,954
|
)
|
|
(1,568
|
)
|
|
(1,995
|
)
|
|
(475
|
)
|
|
—
|
|
|
(15,111
|
)
|
|||||||
Translations and adjustments
|
(1,486
|
)
|
|
(10
|
)
|
|
(901
|
)
|
|
—
|
|
|
(12
|
)
|
|
(7
|
)
|
|
(2,416
|
)
|
|||||||
Balance at June 29, 2013
|
$
|
8,333
|
|
|
$
|
4,556
|
|
|
$
|
5,198
|
|
|
$
|
915
|
|
|
$
|
3,338
|
|
|
$
|
(12,107
|
)
|
|
$
|
10,233
|
|
Amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,680
|
)
|
|
(1,680
|
)
|
|||||||
Translations and adjustments
|
(66
|
)
|
|
104
|
|
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||||
Balance at June 28, 2014
|
$
|
8,267
|
|
|
$
|
4,660
|
|
|
$
|
5,143
|
|
|
$
|
915
|
|
|
$
|
3,338
|
|
|
$
|
(13,787
|
)
|
|
$
|
8,536
|
|
|
Lease
Cancellations,
Commitments
and Other
Charges
|
|
Termination
Payments to
Employees
and Related
Costs
|
|
Total
Accrued
Restructuring
Charges
|
||||||
|
(Thousands)
|
||||||||||
Balance at July 2, 2011
|
$
|
215
|
|
|
$
|
—
|
|
|
$
|
215
|
|
Charged to restructuring costs
|
—
|
|
|
7,418
|
|
|
7,418
|
|
|||
Paid or written off
|
—
|
|
|
(5,112
|
)
|
|
(5,112
|
)
|
|||
Adjustments
|
(215
|
)
|
|
—
|
|
|
(215
|
)
|
|||
Balance at June 30, 2012
|
—
|
|
|
2,306
|
|
|
2,306
|
|
|||
Charged to restructuring costs
|
1,555
|
|
|
15,619
|
|
|
17,174
|
|
|||
Paid or written off
|
(1,325
|
)
|
|
(10,612
|
)
|
|
(11,937
|
)
|
|||
Adjustments
|
—
|
|
|
(277
|
)
|
|
(277
|
)
|
|||
Balance at June 29, 2013
|
230
|
|
|
7,036
|
|
|
7,266
|
|
|||
Charged to restructuring costs
|
4,794
|
|
|
12,914
|
|
|
17,708
|
|
|||
Paid or written off
|
(3,125
|
)
|
|
(19,047
|
)
|
|
(22,172
|
)
|
|||
Adjustments
|
(18
|
)
|
|
59
|
|
|
41
|
|
|||
Balance at June 28, 2014
|
$
|
1,881
|
|
|
$
|
962
|
|
|
$
|
2,843
|
|
Current portion
|
1,881
|
|
|
339
|
|
|
2,220
|
|
|||
Non-current portion
|
—
|
|
|
623
|
|
|
623
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
Adjustment to net book value for damaged inventory
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,246
|
|
Write-off of net book value of damaged property and equipment
|
2,009
|
|
|
—
|
|
|
3,927
|
|
|||
Personnel-related costs, professional fees and related expenses
|
(143
|
)
|
|
1,287
|
|
|
5,274
|
|
|||
Settlement payments
|
(3,663
|
)
|
|
(30,797
|
)
|
|
(10,989
|
)
|
|||
|
$
|
(1,797
|
)
|
|
$
|
(29,510
|
)
|
|
$
|
2,458
|
|
•
|
On November 2, 2012, Borrower and the Parent entered into a Second Amended and Restated Credit Agreement with Wells Fargo and the other lenders regarding the senior secured revolving credit facility, increasing the facility size from
$45.0 million
to
$50.0 million
and extending the term thereof to
November 2, 2017
.
|
•
|
On
January 23, 2013
, Silicon Valley Bank ("SVB") and Wells Fargo ("Agent"), collectively the Lenders, entered into a Joinder Agreement (the "Joinder Agreement") pursuant to the Second Amended and Restated Credit Agreement among Parent, Borrower, the Lenders and the Agent, as administrative agent for the Lenders. Pursuant to the Joinder Agreement, SVB agreed to become an additional Lender under the Second Amended and Restated Credit Agreement, and the Lenders agreed to increase the revolving credit facility under the Credit Agreement from
$50.0 million
to
$80.0 million
. In connection with the Joinder Agreement, the Parent paid SVB a lender fee of
$0.2 million
.
|
•
|
On January 23, 2013, Parent, Borrower, the Lenders and the Agent entered into Amendment Number One to the Credit Agreement and the associated security agreements (the "Amendment"), pursuant to which the parties agreed that (i) the senior secured second lien notes due 2018 issued by Oclaro Luxembourg S.A. in the original principal amount of
$25.0 million
shall be applied against the maximum dollar limit of senior unsecured convertible notes that Parent may issue without the consent of Agent, and (ii) the cash balances of Opnext, Pine Photonics Communications, Inc., and Opnext Subsystems Inc. would be subject to a required sweep to the Agent’s account upon the occurrence of certain triggering events. Under the Credit Agreement advances are available based on up to
85 percent
of “eligible accounts receivable,” as defined in the Credit Agreement.
|
•
|
On May 6, 2013, Parent, Borrower, the Lenders, the Agent and PECM Strategic Funding LP and Providence TMT Debt Opportunity Fund II LP (the “Term Lenders”) entered into Amendment Number Two to the Credit Agreement and the associated guaranties and security agreements (“Amendment Number Two”), which amended the Credit Agreement in pertinent part by: (i) adding a
$25 million
,
one year
term loan (the “Term Loan”) to be provided by the Term Lenders; (ii) reducing the revolving credit facility from
$80.0 million
to
$50.0 million
(to be further reduced on a dollar-for-dollar basis by an amount equal to the net proceeds of certain asset sale transactions that the Parent may undertake in the future), eliminating the Borrower’s option to increase the revolving credit facility to
$100.0 million
and implementing an availability block under the revolving credit facility of at least
$10.0 million
; (iii) removing the financial covenants so that Borrower is not required to maintain a minimum of
$15.0 million
of availability under the revolving credit facility or
$15.0 million
in qualified cash balances; (iv) adding an affirmative covenant that Borrower shall have consummated one or more asset sales by July 15, 2013 and with a minimum threshold of net proceeds as set forth in the Amendment, and (v) providing for payments and proceeds of asset sales to be applied to repay the credit facility and the Term Loan (with the first
$20.0 million
of such proceeds being applied to repay Wells Fargo and SVB, the next
$25.0 million
being applied to repay the Term Lenders and the remaining proceeds being used to repay Wells Fargo and SVB all amounts outstanding under the credit facility), and events of default relating thereto. During a continuing event of default, the Agent or Lenders can declare any amounts outstanding under the Credit Agreement immediately due and payable.
|
•
|
On August 21, 2013, Parent, Borrower, the Lenders and the Agent entered into Waiver and Amendment Number Three to the Credit Agreement, which amended the Credit Agreement in pertinent part by: (i) extending the date by which the Borrower shall have consummated one or more asset sales with a minimum threshold of net proceeds to September 2, 2013; (ii) eliminating the mandatory reduction of the revolving credit facility upon the consummation of the asset sales described in (i) above; and (iii) adding a covenant that the Borrower is required to maintain a minimum liquidity of at least
$45.0 million
at all times (liquidity being the sum of the Borrower’s excess availability under the revolving credit facility plus the lesser of
$25.0 million
and qualified cash balances). The Borrower paid the lenders an amendment fee of
$0.7 million
.
|
|
June 28, 2014
|
|
June 29, 2013
|
||||
|
(Thousands)
|
||||||
Principal value of the liability component
|
$
|
—
|
|
|
$
|
25,000
|
|
Unamortized value of the debt discount and issuance costs
|
—
|
|
|
(2,010
|
)
|
||
Net carrying value of the liability component
|
$
|
—
|
|
|
$
|
22,990
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
Service cost
|
$
|
703
|
|
|
$
|
3,291
|
|
|
$
|
2,341
|
|
Interest cost
|
169
|
|
|
722
|
|
|
826
|
|
|||
Expected return on plan assets
|
(279
|
)
|
|
(1,197
|
)
|
|
(1,084
|
)
|
|||
Net amortization
|
76
|
|
|
369
|
|
|
—
|
|
|||
Net periodic pension cost
|
$
|
669
|
|
|
$
|
3,185
|
|
|
$
|
2,083
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||
|
(Thousands)
|
||||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation, beginning of period
|
$
|
8,084
|
|
|
$
|
8,399
|
|
Service cost
|
963
|
|
|
1,059
|
|
||
Interest cost
|
95
|
|
|
135
|
|
||
Benefits paid
|
(674
|
)
|
|
(285
|
)
|
||
Actuarial loss on obligation
|
22
|
|
|
523
|
|
||
Currency translation adjustment
|
(203
|
)
|
|
(1,747
|
)
|
||
Projected benefit obligation, end of period
|
$
|
8,287
|
|
|
$
|
8,084
|
|
Amounts recognized in consolidated balance sheets:
|
|
|
|
||||
Accrued expenses and other liabilities:
|
|
|
|
||||
Underfunded pension liability
|
$
|
129
|
|
|
$
|
—
|
|
Other non-current liabilities:
|
|
|
|
||||
Underfunded pension liability
|
$
|
8,186
|
|
|
$
|
8,084
|
|
Amounts recognized in accumulated other comprehensive income, net of tax:
|
|
|
|
||||
Pension adjustment
|
$
|
414
|
|
|
$
|
445
|
|
Accumulated benefit obligation, end of period
|
$
|
7,776
|
|
|
$
|
7,542
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||
|
(Thousands)
|
||||||
Service cost
|
$
|
963
|
|
|
$
|
1,059
|
|
Interest cost
|
95
|
|
|
135
|
|
||
Net amortization
|
62
|
|
|
74
|
|
||
Net periodic pension cost
|
$
|
1,120
|
|
|
$
|
1,268
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||
Discount rate
|
1.2
|
%
|
|
1.8
|
%
|
Salary increase rate
|
2.2
|
%
|
|
2.4
|
%
|
Expected average remaining working life (in years)
|
14.1
|
|
|
14.4
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
Warranty provision—beginning of period
|
$
|
4,670
|
|
|
$
|
2,599
|
|
|
$
|
2,175
|
|
Fair value of warranties assumed in acquisitions
|
—
|
|
|
5,537
|
|
|
—
|
|
|||
Warranties issued
|
2,207
|
|
|
3,240
|
|
|
2,547
|
|
|||
Warranties utilized or expired
|
(3,629
|
)
|
|
(6,369
|
)
|
|
(2,072
|
)
|
|||
Currency translation adjustment
|
1,424
|
|
|
(337
|
)
|
|
(51
|
)
|
|||
Warranty provision—end of period
|
$
|
4,672
|
|
|
$
|
4,670
|
|
|
$
|
2,599
|
|
|
Capital Leases
|
||
|
(Thousands)
|
||
Fiscal Year Ending:
|
|
||
2015
|
5,947
|
|
|
2016
|
2,953
|
|
|
2017
|
1,379
|
|
|
2018
|
50
|
|
|
2019
|
33
|
|
|
Thereafter
|
88
|
|
|
Total minimum lease payments
|
10,450
|
|
|
Less amount representing interest
|
(524
|
)
|
|
Present value of capitalized payments
|
9,926
|
|
|
Less: current portion
|
(5,387
|
)
|
|
Long-term portion
|
$
|
4,539
|
|
|
Operating
Lease Payments |
|
Sublease
Income |
||||
|
(Thousands)
|
||||||
Fiscal Year:
|
|
||||||
2015
|
$
|
10,538
|
|
|
$
|
(272
|
)
|
2016
|
9,001
|
|
|
(84
|
)
|
||
2017
|
7,983
|
|
|
(78
|
)
|
||
2018
|
7,601
|
|
|
(19
|
)
|
||
2019
|
7,408
|
|
|
—
|
|
||
Thereafter
|
64,202
|
|
|
—
|
|
||
|
$
|
106,733
|
|
|
$
|
(453
|
)
|
|
Warrants
Outstanding |
|
Weighted-
Average Exercise Price |
|||
|
(Thousands)
|
|
|
|||
Balance at July 2, 2011
|
1,398
|
|
|
$
|
16.18
|
|
Expired
|
(1,398
|
)
|
|
16.18
|
|
|
Balance at June 30, 2012
|
—
|
|
|
—
|
|
|
Granted
|
1,836
|
|
|
1.50
|
|
|
Balance at June 29, 2013
|
1,836
|
|
|
1.50
|
|
|
Exercised
|
(1,836
|
)
|
|
1.50
|
|
|
Balance at June 28, 2014
|
—
|
|
|
$
|
—
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||
|
(Thousands)
|
||||||
Currency translation adjustments
|
$
|
46,490
|
|
|
$
|
45,719
|
|
Unrealized loss on marketable securities
|
(209
|
)
|
|
(105
|
)
|
||
Adjustment for Switzerland and Japan defined benefit plans
|
(417
|
)
|
|
(6,246
|
)
|
||
|
$
|
45,864
|
|
|
$
|
39,368
|
|
|
Awards
Available For Grant |
|
Stock
Options / SARs Outstanding |
|
Weighted-
Average Exercise Price |
|
Restricted Stock
Awards / Units Outstanding |
|
Weighted-
Average Grant Date Fair Value |
|||||||
|
(Thousands)
|
|
(Thousands)
|
|
|
|
(Thousands)
|
|
|
|||||||
Balances at July 2, 2011
|
3,727
|
|
|
3,350
|
|
|
9.38
|
|
|
799
|
|
|
10.15
|
|
||
Granted
|
(1,513
|
)
|
|
498
|
|
|
4.11
|
|
|
812
|
|
|
4.16
|
|
||
Exercised or released
|
—
|
|
|
(45
|
)
|
|
2.10
|
|
|
(331
|
)
|
|
9.20
|
|
||
Canceled or forfeited
|
323
|
|
|
(333
|
)
|
|
20.73
|
|
|
(229
|
)
|
|
9.70
|
|
||
Balances at June 30, 2012
|
2,537
|
|
|
3,470
|
|
|
7.84
|
|
|
1,051
|
|
|
5.76
|
|
||
Assumed in acquisition
|
6,307
|
|
|
4,423
|
|
|
10.95
|
|
|
55
|
|
|
2.31
|
|
||
Granted
|
(3,419
|
)
|
|
423
|
|
|
2.57
|
|
|
2,541
|
|
|
2.53
|
|
||
Exercised or released
|
—
|
|
|
(6
|
)
|
|
1.11
|
|
|
(457
|
)
|
|
5.52
|
|
||
Canceled or forfeited
|
2,153
|
|
|
(1,835
|
)
|
|
8.84
|
|
|
(340
|
)
|
|
3.80
|
|
||
Balances at June 29, 2013
|
7,578
|
|
|
6,475
|
|
|
9.36
|
|
|
2,850
|
|
|
3.17
|
|
||
Granted
|
(5,166
|
)
|
|
320
|
|
|
2.16
|
|
|
3,900
|
|
|
2.47
|
|
||
Exercised or released
|
—
|
|
|
(155
|
)
|
|
1.03
|
|
|
(1,592
|
)
|
|
2.77
|
|
||
Canceled or forfeited
|
3,291
|
|
|
(2,484
|
)
|
|
10.63
|
|
|
(885
|
)
|
|
2.69
|
|
||
Balances at June 28, 2014
|
5,703
|
|
|
4,156
|
|
|
$
|
8.43
|
|
|
4,273
|
|
|
$
|
2.59
|
|
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Life |
|
Aggregate
Intrinsic Value |
|||||
|
(Thousands)
|
|
|
|
(Years)
|
|
(Thousands)
|
|||||
Options and SARs exercisable at June 28, 2014
|
3,623
|
|
|
$
|
9.21
|
|
|
4.6
|
|
$
|
67
|
|
Options and SARs outstanding at June 28, 2014
|
4,156
|
|
|
$
|
8.43
|
|
|
5.2
|
|
$
|
119
|
|
|
Year Ended
|
|||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
|||
Stock options:
|
|
|
|
|
|
|||
Expected life
|
5.3 years
|
|
|
5.1 years
|
|
|
4.8 years
|
|
Risk-free interest rate
|
1.6
|
%
|
|
0.7
|
%
|
|
1.0
|
%
|
Volatility
|
77.3
|
%
|
|
82.9
|
%
|
|
91.6
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
Purchase rights under ESPP:
|
|
|
|
|
|
|||
Expected life
|
N/A
|
|
|
0.5 years
|
|
|
0.5 years
|
|
Risk-free interest rate
|
N/A
|
|
|
0.1
|
%
|
|
0.1
|
%
|
Volatility
|
N/A
|
|
|
67.0
|
%
|
|
87.0
|
%
|
Dividend yield
|
N/A
|
|
|
—
|
|
|
—
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
Stock-based compensation by category of expense:
|
|
|
|
|
|
||||||
Cost of revenues
|
$
|
1,001
|
|
|
$
|
1,627
|
|
|
$
|
1,401
|
|
Research and development
|
1,039
|
|
|
1,488
|
|
|
1,283
|
|
|||
Selling, general and administrative
|
3,983
|
|
|
2,984
|
|
|
3,251
|
|
|||
Restructuring, acquisition and related costs
|
—
|
|
|
277
|
|
|
—
|
|
|||
|
$
|
6,023
|
|
|
$
|
6,376
|
|
|
$
|
5,935
|
|
Stock-based compensation by type of award:
|
|
|
|
|
|
||||||
Stock options
|
$
|
983
|
|
|
$
|
2,450
|
|
|
$
|
3,068
|
|
Restricted stock awards
|
5,206
|
|
|
3,424
|
|
|
2,645
|
|
|||
Purchase rights under ESPP
|
—
|
|
|
531
|
|
|
206
|
|
|||
Inventory adjustment to cost of revenues
|
(166
|
)
|
|
(29
|
)
|
|
16
|
|
|||
|
$
|
6,023
|
|
|
$
|
6,376
|
|
|
$
|
5,935
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
Domestic
|
$
|
(22,197
|
)
|
|
$
|
685
|
|
|
$
|
(9,032
|
)
|
Foreign
|
(89,293
|
)
|
|
(120,954
|
)
|
|
(52,939
|
)
|
|||
|
$
|
(111,490
|
)
|
|
$
|
(120,269
|
)
|
|
$
|
(61,971
|
)
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Domestic
|
$
|
49
|
|
|
$
|
(156
|
)
|
|
$
|
(13
|
)
|
Foreign
|
2,873
|
|
|
1,564
|
|
|
6,565
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Domestic
|
(13,054
|
)
|
|
(1,513
|
)
|
|
(4,852
|
)
|
|||
Foreign
|
767
|
|
|
131
|
|
|
326
|
|
|||
|
$
|
(9,365
|
)
|
|
$
|
26
|
|
|
$
|
2,026
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
Tax benefit at U.S. federal statutory rate
|
$
|
(37,907
|
)
|
|
$
|
(40,890
|
)
|
|
$
|
(21,070
|
)
|
Tax benefit at state statutory rate
|
(999
|
)
|
|
(3,404
|
)
|
|
(7,214
|
)
|
|||
Permanent adjustments
|
1,165
|
|
|
(29,746
|
)
|
|
3,677
|
|
|||
Foreign rate differential
|
21,666
|
|
|
33,010
|
|
|
16,199
|
|
|||
Change in valuation allowance
|
18,286
|
|
|
40,027
|
|
|
11,969
|
|
|||
Non-deductible goodwill impairment loss
|
—
|
|
|
4,018
|
|
|
—
|
|
|||
Intraperiod tax allocation
|
(13,054
|
)
|
|
(1,513
|
)
|
|
(4,852
|
)
|
|||
Other
|
1,478
|
|
|
(1,476
|
)
|
|
3,317
|
|
|||
Provision for income taxes
|
$
|
(9,365
|
)
|
|
$
|
26
|
|
|
$
|
2,026
|
|
|
June 28, 2014
|
|
June 29, 2013
|
||||
|
(Thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
254,483
|
|
|
$
|
314,792
|
|
Depreciation and capital losses
|
47,453
|
|
|
65,286
|
|
||
Capitalized research and development
|
15,999
|
|
|
18,162
|
|
||
Inventory valuation
|
14,074
|
|
|
30,114
|
|
||
Accruals and reserves
|
10,525
|
|
|
10,710
|
|
||
Tax credit carryforwards
|
3,579
|
|
|
3,469
|
|
||
Stock-based compensation
|
2,902
|
|
|
4,858
|
|
||
Other asset impairments
|
2,011
|
|
|
1,629
|
|
||
Foreign pension plan
|
—
|
|
|
2,585
|
|
||
Other
|
—
|
|
|
20
|
|
||
Deferred tax assets
|
351,026
|
|
|
451,625
|
|
||
Valuation allowance
|
(346,949
|
)
|
|
(444,114
|
)
|
||
Total deferred tax assets
|
4,077
|
|
|
7,511
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Acquired intangibles
|
(4,077
|
)
|
|
(4,499
|
)
|
||
Withholding tax
|
(339
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
(4,416
|
)
|
|
(4,499
|
)
|
||
Net deferred tax assets
|
$
|
(339
|
)
|
|
$
|
3,012
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
|
|
(Thousands)
|
|
|
||||||
Balance at beginning of period
|
$
|
8,016
|
|
|
$
|
7,248
|
|
|
$
|
6,853
|
|
Additions for tax positions related to the current year
|
522
|
|
|
1,851
|
|
|
380
|
|
|||
Additions for tax positions related to prior years
|
606
|
|
|
130
|
|
|
125
|
|
|||
Reductions for tax positions related to prior years
|
(741
|
)
|
|
(1,055
|
)
|
|
(110
|
)
|
|||
Lapse of the applicable statute of limitations
|
(4,239
|
)
|
|
(158
|
)
|
|
—
|
|
|||
Balance at end of period
|
$
|
4,164
|
|
|
$
|
8,016
|
|
|
$
|
7,248
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
China
|
$
|
101,889
|
|
|
$
|
113,203
|
|
|
$
|
32,121
|
|
Germany
|
66,611
|
|
|
56,874
|
|
|
27,157
|
|
|||
Malaysia
|
46,997
|
|
|
41,825
|
|
|
3,134
|
|
|||
United States
|
41,047
|
|
|
36,106
|
|
|
20,703
|
|
|||
Japan
|
35,295
|
|
|
51,534
|
|
|
50,425
|
|
|||
Mexico
|
33,483
|
|
|
26,045
|
|
|
17,209
|
|
|||
Italy
|
20,323
|
|
|
20,122
|
|
|
13,290
|
|
|||
Thailand
|
9,166
|
|
|
15,251
|
|
|
14,159
|
|
|||
Rest of world
|
36,060
|
|
|
43,669
|
|
|
16,010
|
|
|||
|
$
|
390,871
|
|
|
$
|
404,629
|
|
|
$
|
194,208
|
|
|
Long-lived Tangible Assets
|
|
Total Assets
|
||||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||||
|
(Thousands)
|
||||||||||||||
United States
|
$
|
2,980
|
|
|
$
|
11,056
|
|
|
$
|
53,120
|
|
|
$
|
76,429
|
|
China
|
5,671
|
|
|
10,724
|
|
|
43,102
|
|
|
55,897
|
|
||||
United Kingdom
|
6,408
|
|
|
5,895
|
|
|
120,400
|
|
|
131,978
|
|
||||
Switzerland
|
—
|
|
|
—
|
|
|
—
|
|
|
21,532
|
|
||||
Thailand
|
4,799
|
|
|
6,236
|
|
|
9,211
|
|
|
19,918
|
|
||||
Japan
|
26,216
|
|
|
33,419
|
|
|
107,597
|
|
|
113,321
|
|
||||
Rest of world
|
4,694
|
|
|
4,698
|
|
|
32,255
|
|
|
30,819
|
|
||||
|
$
|
50,768
|
|
|
$
|
72,028
|
|
|
$
|
365,685
|
|
|
$
|
449,894
|
|
|
Year Ended
|
||||||||||
|
June 28, 2014
|
|
June 29, 2013
|
|
June 30, 2012
|
||||||
|
(Thousands)
|
||||||||||
40 Gb/s and 100 Gb/s transmission modules
|
$
|
177,443
|
|
|
$
|
142,762
|
|
|
$
|
67,550
|
|
10 Gb/s and lower transmission modules
|
183,521
|
|
|
236,034
|
|
|
126,658
|
|
|||
Industrial and consumer
|
29,907
|
|
|
25,833
|
|
|
—
|
|
|||
|
$
|
390,871
|
|
|
$
|
404,629
|
|
|
$
|
194,208
|
|
•
|
Intellectual Property License Agreements
|
•
|
Research and Development Agreement
|
|
Quarter Ended
|
||||||||||||||
|
June 28,
2014 |
|
March 29,
2014 |
|
December 28,
2013 |
|
September 28,
2013 |
||||||||
|
(Thousands)
|
||||||||||||||
Revenues
|
$
|
95,911
|
|
|
$
|
95,398
|
|
|
$
|
102,914
|
|
|
$
|
96,648
|
|
Cost of revenues
|
82,694
|
|
|
84,298
|
|
|
86,001
|
|
|
85,430
|
|
||||
Gross profit
|
13,217
|
|
|
11,100
|
|
|
16,913
|
|
|
11,218
|
|
||||
Operating expenses
|
36,240
|
|
|
33,564
|
|
|
42,184
|
|
|
42,790
|
|
||||
Other income (expense), net
|
(93
|
)
|
|
540
|
|
|
(11,352
|
)
|
|
1,745
|
|
||||
Loss from continuing operations before income taxes
|
(23,116
|
)
|
|
(21,924
|
)
|
|
(36,623
|
)
|
|
(29,827
|
)
|
||||
Income tax (benefit) provision
|
(11,836
|
)
|
|
745
|
|
|
1,424
|
|
|
302
|
|
||||
Loss from continuing operations
|
(11,280
|
)
|
|
(22,669
|
)
|
|
(38,047
|
)
|
|
(30,129
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
(12,749
|
)
|
|
(252
|
)
|
|
69,538
|
|
|
63,407
|
|
||||
Net income (loss)
|
(24,029
|
)
|
|
(22,921
|
)
|
|
31,491
|
|
|
33,278
|
|
||||
Basic and diluted net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Loss per share from continuing operations
|
$
|
(0.11
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.33
|
)
|
Income (loss) per share from discontinued operations
|
(0.12
|
)
|
|
—
|
|
|
0.75
|
|
|
0.70
|
|
||||
Basic and diluted net income (loss) per share
|
$
|
(0.23
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
0.34
|
|
|
$
|
0.37
|
|
Shares used in computing net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
106,287
|
|
|
105,487
|
|
|
93,204
|
|
|
90,966
|
|
||||
Diluted
|
106,287
|
|
|
105,487
|
|
|
93,204
|
|
|
90,966
|
|
|
Quarter Ended
|
||||||||||||||
|
June 29,
2013 |
|
March 30,
2013 |
|
December 29,
2012 |
|
September 29,
2012 |
||||||||
|
(Thousands)
|
||||||||||||||
Revenues
|
$
|
95,384
|
|
|
$
|
101,539
|
|
|
$
|
112,071
|
|
|
$
|
95,635
|
|
Cost of revenues
|
90,084
|
|
|
95,939
|
|
|
99,796
|
|
|
90,642
|
|
||||
Gross profit
|
5,300
|
|
|
5,600
|
|
|
12,275
|
|
|
4,993
|
|
||||
Operating expenses
|
47,627
|
|
|
30,836
|
|
|
18,628
|
|
|
55,872
|
|
||||
Other income (expense), net
|
(3,568
|
)
|
|
(11,651
|
)
|
|
(4,681
|
)
|
|
24,426
|
|
||||
Loss from continuing operations before income taxes
|
(45,895
|
)
|
|
(36,887
|
)
|
|
(11,034
|
)
|
|
(26,453
|
)
|
||||
Income tax (benefit) provision
|
(2,274
|
)
|
|
148
|
|
|
1,234
|
|
|
918
|
|
||||
Loss from continuing operations
|
(43,621
|
)
|
|
(37,035
|
)
|
|
(12,268
|
)
|
|
(27,371
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
(3,755
|
)
|
|
(2,971
|
)
|
|
2,013
|
|
|
2,263
|
|
||||
Net loss
|
(47,376
|
)
|
|
(40,006
|
)
|
|
(10,255
|
)
|
|
(25,108
|
)
|
||||
Basic and diluted net loss per share:
|
|
|
|
|
|
|
|
||||||||
Loss per share from continuing operations
|
$
|
(0.48
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.34
|
)
|
Income (loss) per share from discontinued operations
|
(0.04
|
)
|
|
(0.03
|
)
|
|
0.02
|
|
|
0.03
|
|
||||
Basic and diluted net loss per share
|
$
|
(0.52
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.31
|
)
|
Shares used in computing net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
90,771
|
|
|
90,263
|
|
|
89,827
|
|
|
80,219
|
|
||||
Diluted
|
90,771
|
|
|
90,263
|
|
|
89,827
|
|
|
80,219
|
|
|
Allowance for
Doubtful Accounts |
|
Allowance for
Sales Returns |
||||
|
(Thousands)
|
||||||
Balance at July 2, 2011
|
$
|
1,122
|
|
|
$
|
1,054
|
|
Additions charged to cost, expenses or revenues
|
94
|
|
|
—
|
|
||
Deductions, write-offs and adjustments
|
101
|
|
|
(901
|
)
|
||
Balance at June 30, 2012
|
1,317
|
|
|
153
|
|
||
Balances assumed in acquisitions
|
485
|
|
|
—
|
|
||
Additions charged to cost, expenses or revenues
|
725
|
|
|
3,110
|
|
||
Deductions, write-offs and adjustments
|
466
|
|
|
(57
|
)
|
||
Balance at June 29, 2013
|
2,993
|
|
|
3,206
|
|
||
Additions charged to cost, expenses or revenues
|
38
|
|
|
—
|
|
||
Deductions, write-offs and adjustments
|
(281
|
)
|
|
(2,627
|
)
|
||
Balance at June 28, 2014
|
$
|
2,750
|
|
|
$
|
579
|
|
Exhibit
Number
|
|
Description of Exhibit
|
2.1
|
|
Agreement and Plan of Merger dated March 26, 2012, among Oclaro, Inc., Tahoe Acquisition Sub, Inc. and Opnext, Inc. (previously filed as Exhibit 2.1 to Registrant's Current Report on Form 8-K filed on March 26, 2012 and incorporated herein by reference.)
|
2.2
|
|
Agreement of Merger among: Oclaro, Inc., a Delaware corporation; Nikko Acquisition Corp., a Delaware corporation; Mintera Corporation, a Delaware corporation; and Shareholder Representative Services LLC, as the Stockholders’ Agent. Dated as of July 20, 2010 (previously filed as Exhibit 2.1 to Registrant's Current Report on Form 8-K filed on July 26, 2010 and incorporated herein by reference.)
|
2.3
|
|
Agreement of Merger among: Oclaro, Inc., a Delaware corporation; Rio Acquisition corp., a Delaware corporation; Xtellus Inc., a Delaware corporation; and Alta Berkeley LLP, as the Stockholders’ Agent. Dated as of December 16, 2009 (previously filed as Exhibit 2.1 to Registrant's Current Report on Form 8-K filed on December 22, 2009 and incorporated herein by reference.)
|
2.4 (1)(3)
|
|
Master Separation Agreement, dated August 5, 2014, entered into by Oclaro Japan, Inc., Ushio Opto Semiconductors, Inc., and Ushio, Inc.
|
3.1
|
|
Amended and Restated By-Laws of Oclaro, Inc. (previously filed as Exhibit 3.2 to Registrant's Current Report on Form 8-K filed on August 1, 2014 and incorporate herein by reference.)
|
3.2
|
|
Oclaro, Inc. Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on August 1, 2014 and incorporated herein by reference.)
|
4.1
|
|
Form of Warrant Certificate dated May 6, 2013 (previously filed as Exhibit 4.2 to Registrant's Annual Report on Form 10-K filed on September 27, 2013 and incorporated herein by reference.)
|
10.1
|
|
Asset Purchase Agreement, dated October 10, 2013, entered into by Oclaro Technology Limited and II-VI Incorporated (previously filed as Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q on November 7, 2013 and incorporated herein by reference.)
|
10.2
|
|
Share and Asset Purchase Agreement, dated September 12, 2013, entered into by Oclaro Technology Limited and II-VI Holdings B.V. (previously filed as Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on September 17, 2013 and incorporated herein by reference.)
|
10.3
|
|
Option Agreement, dated September 12, 2013, entered into by Oclaro Technology Limited, Oclaro, Inc., Oclaro (North America), Inc., Avanex Communications Technologies Co, II-VI Holdings B.V., and II-VI Incorporated (previously filed as Exhibit 10.6 to Registrant's Quarterly Report on Form 10-Q filed on November 7, 2013 and incorporated herein by reference.)
|
10.4
|
|
Asset Purchase Agreement between Oclaro, Inc. and II-VI Incorporated, Photop Technologies, Inc. (California) and Photop Koncent, Inc. (Fuzhou) (China) dated as of November 19, 2012 (previously filed as Exhibit 10.8 to Registrant’s Quarterly Report on Form 10-Q filed on February 7, 2013 and incorporated herein by reference.)
|
10.5
|
|
Framework Agreement Regarding Transfer and Leaseback of Industrial Plants, dated May 15, 2012, between Oclaro Technology (Shenzhen) Co., Ltd., a subsidiary of Oclaro, Inc. and Shenzhen Fangdao Technology Co., Ltd. (previously filed as Exhibit 10.13 to Registrant’s Annual Report on Form 10-K filed on September 13, 2012 and incorporated herein by reference.)
|
10.6 (1)
|
|
Manufacturing and Purchase Agreement, dated March 19, 2012, between Oclaro Technology, Ltd and Venture Corporation Ltd. (previously filed as Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2012 and incorporated herein by reference.)
|
10.7
|
|
Equipment and Inventory Purchase Agreement, dated March 19, 2012, between Oclaro Technology Ltd, Oclaro Technology (Shenzhen) Co., Ltd, Venture Electronics (Shenzhen) Co., Ltd, and Venture Electronics Services (M) Sdn Bhd. (previously filed as Exhibit 10.6 to Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2012 and incorporated herein by reference.)
|
10.8 (1)
|
|
Manufacturing and Purchase Agreement, dated November 8, 2011, between Oclaro, Inc. and Fabrinet. (previously filed as Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q filed on February 8, 2012 and incorporated herein by reference.)
|
10.9 (1)
|
|
Loan and Security Agreement, dated March 28, 2014, by and among Oclaro, Inc., Oclaro Technology Ltd. and Silicon Valley Bank (previously filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q filed on May 8, 2014 and incorporated herein by reference.)
|
10.10
|
|
Unconditional Guaranty, dated March 28, 2014, by and among Oclaro, Inc., Oclaro Technology Ltd. and Silicon Valley Bank (previously filed as Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q filed on May 8, 2014 and incorporated herein by reference.)
|
10.11
|
|
Waiver and Amendment Number Three to Second Amended and Restated Credit Agreement, dated August 21, 2013, by and among Oclaro, Inc., Oclaro Technology Limited, Wells Fargo Capital Finance, LLC and other lenders party thereto (previously filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q filed on November 7, 2013 and incorporated herein by reference.)
|
10.12
|
|
Waiver to Second Amended and Restated Credit Agreement, dated September 26, 2013, by and among Oclaro, Inc., Oclaro Technology Limited, Wells Fargo Capital Finance, LLC and the lenders party thereto(previously filed as Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q filed on November 7, 2013 and incorporated herein by reference.)
|
10.13 (1)
|
|
Amendment Number Two to Second Amended and Restated Credit Agreement and Amended and Restated Security Agreements, dated as of May 7, 2013, by and among Oclaro, Inc., Oclaro Technology Ltd, Wells Fargo Capital Finance, Inc., Silicon Valley Bank and other lenders party thereto (previously filed as Exhibit 10.8 to Registrant's Annual Report on Form 10-K filed on September 27, 2013 and incorporated herein by reference.)
|
10.14
|
|
Registration Rights Agreement made as of May 6, 2013 by and among Oclaro, Inc., PECM Strategic Funding L.P. and Providence TMT Debt Fund II L.P. (previously filed as Exhibit 10.9 to Registrant's Annual Report on Form 10-K filed on September 27, 2013 and incorporated herein by reference.)
|
10.15 (1)
|
|
Second Amended and Restated Credit Agreement, dated as of November 2, 2012, by and among Oclaro, Inc., Oclaro Technology Ltd, Wells Fargo Capital Finance, Inc. and other lenders party thereto (previously filed as Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q filed on February 7, 2013 and incorporated herein by reference.)
|
10.16
|
|
Joinder Agreement to Second Amended and Restated Credit Agreement, dated as of January 23, 2013, by and between Silicon Valley Bank and Wells Fargo Capital Finance, Inc. (previously filed as Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q filed on February 7, 2013 and incorporated herein by reference.)
|
10.17 (1)
|
|
Amendment Number One to Second Amended and Restated Credit Agreement and Amended and Restated Security Agreements, dated as of January 23, 2013, by and among Oclaro, Inc., Oclaro Technology Ltd, Wells Fargo Capital Finance, Inc., Silicon Valley Bank and other lenders party thereto (previously filed as Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q filed on February 7, 2013 and incorporated herein by reference.)
|
10.18 (1)
|
|
Security Agreement (Domestic), dated as of as of November 2, 2012, among Oclaro, Inc., Oclaro Photonics, Inc., Oclaro Technology, Inc., Oclaro (New Jersey), Inc., Oclaro (North America), Inc., Mintera Corporation, Opnext, Inc., Pine Photonics Communications, Inc., Opnext Subsystems, Inc., Wells Fargo Capital Finance, Inc., Silicon Valley Bank and other lenders party thereto (previously filed as Exhibit 10.6 to Registrant’s Quarterly Report on Form 10-Q filed on February 7, 2013 and incorporated herein by reference.)
|
10.19 (1)
|
|
Security Agreement (Foreign), dated as of as of November 2, 2012, among Oclaro, Inc., Oclaro Technology Ltd., Bookham International, Ltd., Bookham Nominees Ltd., Oclaro (Canada), Inc., Oclaro Innovations LLP, Wells Fargo Capital Finance, Inc. and other lenders party thereto (previously filed as Exhibit 10.7 to Registrant’s Quarterly Report on Form 10-Q filed on February 7, 2013 and incorporated herein by reference.)
|
10.20
|
|
Consent Letter dated July 23, 2012, from Wells Fargo Capital Finance, Inc. to Oclaro, Inc. and Oclaro Technology Limited (previously filed as Exhibit 10.3 to Registrant’s Annual Report on Form 10-K filed on September 13, 2012 and incorporated herein by reference.)
|
10.21 (1)
|
|
Amendment Number One to the Amended and Restated Credit Agreement, dated as of March 29, 2012, among Oclaro, Inc., Oclaro Technology Limited, Wells Fargo Capital Finance, Inc. and other lenders party thereto (previously filed as Exhibit 10.9 to Registrant’s Quarterly Report on Form 10-Q, filed on May 10, 2012, and incorporated herein by reference.)
|
10.22 (1)
|
|
Amended and Restated Credit Agreement, dated as of July 26, 2011, among Oclaro, Inc., Oclaro Technology Limited, Wells Fargo Capital Finance, Inc. and other lenders party thereto (previously filed as Exhibit 10.11 to Registrant’s Annual Report on Form 10-K/A filed on January 27, 2012 and incorporated herein by reference.)
|
10.23
|
|
Security Agreement (Domestic), dated as of July 26, 2011, among Oclaro, Inc., Oclaro Photonics, Inc., Oclaro Technology, Inc., Oclaro (New Jersey), Inc., Oclaro (North America), Inc., Mintera Corporation, Wells Fargo Capital Finance, Inc. and other lenders party thereto (previously filed as Exhibit 10.13 to Registrants Annual Report on Form 10-K/A filed on January 27, 2012 and incorporated herein by reference.)
|
10.24
|
|
Security Agreement (Foreign), dated as of July 26, 2011, among Oclaro, Inc., Oclaro Technology Ltd., Bookham International, Ltd., Bookham Nominees Ltd., Oclaro (Canada), Inc., Oclaro Innovations LLP, Wells Fargo Capital Finance, Inc. and other lenders party thereto (previously filed as Exhibit 10.14 to Registrants Annual Report on Form 10-K/A filed on January 27, 2012 and incorporated herein by reference.)
|
10.25 (2)
|
|
Form of Executive Severance and Retention Agreement, between Oclaro, Inc. and its executive officers (previously filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on August 1, 2014 and incorporated herein by reference.)
|
10.26 (2)
|
|
Form of Executive Severance and Retention Agreement, between Oclaro, Inc. and its executive officers (previously filed as Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q filed on November 10, 2011 and incorporated herein by reference.)
|
10.27 (2)(3)
|
|
Offer Letter of Adam Carter, Chief Commercial Officer, dated June 12, 2014.
|
10.28 (2)
|
|
Offer Letter of Richard Craig, President, Integrated Photonics Division, dated April 21, 2014 (previously filed as Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q filed on May 8, 2014 and incorporated herein by reference.)
|
10.29 (2)
|
|
Offer Letter of David L. Teichmann, Executive Vice President, General Counsel and Corporate Secretary, dated December 5, 2013 (previously filed as Exhibit 10.7 to Registrant's Quarterly Report on Form 10-Q filed on February 6, 2014 and incorporated herein by reference.)
|
10.30 (2)
|
|
Executive Severance and Retention Agreement, dated January 1, 2014, between Oclaro, Inc. and David L. Teichmann (previously filed as Exhibit 10.8 to Registrant's Quarterly Report on Form 10-Q filed on February 6, 2014 and incorporated herein by reference.)
|
10.31 (2)
|
|
Contract of Employment, dated November 18, 2013, between Oclaro Technology Limited and Adrian Meldrum (previously filed as Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q filed on February 6, 2014 and incorporated herein by reference.)
|
10.32 (2)
|
|
Offer Letter of Adrian Meldrum, Executive Vice President Worldwide Sales, dated October 16, 2013 (previously filed as Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q filed on February 6, 2014 and incorporated herein by reference.)
|
10.33 (2)
|
|
Executive Severance and Retention Agreement, dated November 18, 2013, between Oclaro Technology Limited and Adrian Meldrum (previously filed as Exhibit 10.6 to Registrant's Quarterly Report on Form 10-Q filed on February 6, 2014 and incorporated herein by reference.)
|
10.34 (2)
|
|
Employment Agreement, dated September 11, 2013, between Oclaro, Inc. and Greg Dougherty (previously filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on September 17, 2013 and incorporated herein by reference.)
|
10.35 (2)
|
|
Contract of Employment between Oclaro Technology Ltd and Jim Haynes (previously filed as Exhibit 10.38 to Registrant’s Annual Report on Form 10-K for the year ended July 2, 2005, and incorporated herein by reference.)
|
10.36 (2)(3)
|
|
Confidential Separation Agreement and Release of Claims, dated May 30, 2014, between Oclaro, Inc. and Terence Unter.
|
10.37 (2)
|
|
Confidential Separation Agreement and Release of Claims, dated November 7, 2013, between Oclaro, Inc. and Jerry Turin (previously filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q filed on February 6, 2014 and incorporated herein by reference.)
|
10.38 (2)
|
|
Confidential Separation Agreement and Release of Claims, dated January 9, 2014, between Oclaro, Inc. and Catherine Rundle (previously filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q filed on
February 6, 2014 and incorporated herein by reference.)
|
10.39 (2)
|
|
Retirement, Severance and Release of All Claims Agreement, effective July 12, 2013, between Alain Couder and Oclaro, Inc. (previously filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q filed on November 7, 2013 and incorporated herein by reference.)
|
10.40 (2)
|
|
Form of Indemnification Agreement, between Oclaro, Inc. and directors and executive officers (previously filed as Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q filed on February 6, 2008 and incorporated herein by reference.)
|
10.41 (2)
|
|
Form of Indemnification Agreement between Avanex Corporation and each of its directors and officers (previously filed as Exhibit 10.1 of Avanex Corporation’s Registration Statement No. 333-92027 on Form S-1 filed on December 3, 1999 and incorporated herein by reference.)
|
10.42 (2)
|
|
Oclaro, Inc. Fourth Amended and Restated 2001 Long-Term Stock Incentive Plan (previously filed as Annex A to our Proxy Statement for our 2013 Annual Meeting of Stockholders on November 26, 2013 and incorporated herein by reference.)
|
10.43 (2)
|
|
Oclaro, Inc. (Opnext, Inc.) Third Amended and Restated 2001 Long-Term Stock Incentive Plan, dated as of July 23, 2013 (previously filed as Exhibit 10.45 to Registrant's Annual Report on Form 10-K filed on September 27, 2013.)
|
10.44 (2)
|
|
U.K. Subplan to the 2004 Stock Incentive Plan (previously filed as Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q filed on May 17, 2005, and incorporated herein by reference.)
|
10.45 (2)
|
|
Form of Incentive Stock Option, Form of Non-Statutory Stock Option, Form of Restricted Stock Unit Agreement and Form of Restricted Stock Award Agreement (previously filed as Exhibit 10.25 to Registrant’s Annual Report on Form 10-K filed on September 9, 2011 and incorporated herein by reference.)
|
10.46 (2)
|
|
2011 Employee Stock Purchase Plan (previously filed as Appendix A to our Proxy Statement for our 2011 Annual Meeting of Stockholders, filed with the SEC on September 9, 2011 and incorporated herein by reference.)
|
10.47 (2)
|
|
Oclaro, Inc. Amended and Restated 2004 Stock Incentive Plan (previously filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed with the SEC on October 28, 2010, and incorporated herein by reference.)
|
10.48 (2)
|
|
Pine Photonics Communications, Inc. 2000 Stock Plan (previously filed as Exhibit 10.1 to Opnext, Inc.’s Registration Statement 333-138262 on Form S-1 filed on October 27, 2006 and incorporated herein by reference.)
|
10.49 (2)
|
|
Opnext, Inc. 2001 Long-Term Stock Incentive Plan (previously filed as Exhibit 10.3 to Opnext, Inc.’s Registration Statement 333-138262 on Form S-1 filed on October 27, 2006 and incorporated herein by reference.)
|
10.50 (2)
|
|
Opnext, Inc. 2001 Long-Term Stock Incentive Plan, Nonqualified Stock Option Agreement (previously filed as Exhibit 10.4 to Opnext, Inc.’s Registration Statement 333-138262 on Amendment Number 1 to Form S-1 filed on December 13, 2006 and incorporated herein by reference.)
|
10.51 (2)
|
|
Opnext, Inc. 2001 Long-Term Stock Incentive Plan, Nonqualified Stock Option Agreement for Senior Executives (previously filed as Exhibit 10.4A to Opnext, Inc.’s Registration Statement 333-138262 on Amendment Number 1 to Form S-1 filed on December 13, 2006 and incorporated herein by reference.)
|
10.52 (2)
|
|
Opnext, Inc. 2001 Long-Term Stock Incentive Plan, Stock Appreciation Right Agreement (previously filed as Exhibit 10.4C to Opnext, Inc.’s Registration Statement 333-138262 on Amendment Number 1 to Form S-1 filed on December 13, 2006 and incorporated herein by reference.)
|
10.53
|
|
Registration Rights Agreement between Oclaro, Inc. and Hitachi, Ltd. (previously filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on August 24, 2012 and incorporated herein by reference.)
|
10.54
|
|
Lease dated December 23, 1999 by and between Silicon Valley Properties, LLC and Oclaro Photonics, Inc., with respect to 2580 Junction Avenue, San Jose, California (previously filed as Exhibit 10.32 to Registrant’s Amendment No. 1 to Transition Report on Form 10-K/A for the for the transition period from January 1, 2004 to July 3, 2004, filed on October 5, 2004 and incorporated herein by reference.)
|
10.55
|
|
Second Amendment to Lease dated November 30, 2010 by and between 702/703 Investors LLC and Oclaro, Inc., with respect to 2580 Junction Avenue, San Jose, California (previously filed as Exhibit 10.18 to Registrant’s Annual Report on Form 10-K filed on September 9, 2011 and incorporated herein by reference.)
|
10.56
|
|
Pre-emption Agreement dated as of March 10, 2006, by and among Oclaro Technology Ltd, Coleridge (No. 45) Limited and Oclaro, Inc. (previously filed as Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2006, and incorporated herein by reference.)
|
10.57
|
|
Lease dated as of March 10, 2006, by and among Oclaro Technology Ltd, Coleridge (No. 45) Limited and Oclaro, Inc. (previously filed as Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2006, and incorporated herein by reference.)
|
21.1 (3)
|
|
Oclaro, Inc. Significant Subsidiaries
|
23.1 (3)
|
|
Consent of Independent Registered Public Accounting Firm
|
31.1 (3)
|
|
Certification of Chief Executive Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
|
31.2 (3)
|
|
Certification of Chief Financial Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
|
32.1 (3)
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
|
32.2 (3)
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment submitted to the Securities and Exchange Commission.
|
(2)
|
Management contract or compensatory plan or arrangement.
|
(3)
|
Filed herewith.
|
If to Transferee:
USHIO OPTO SEMICONDUCTORS, INC.
2-6-1, Ohtemachi, Chiyoda-ku
Tokyo 100-8150, Japan
Attention: Representative Director
If to Guarantor:
USHIO, INC.
2-6-1, Ohtemachi, Chiyoda-ku
Tokyo 100-8150, Japan
Attention: Representative Director
|
|
|
|
|
|
If to Transferor:
Oclaro Japan, Inc.
4-1-55, Oyama, Chuo-ku,
Sagamihara-shi, Kanagawa, Japan
Attention: Representative Director
with copy to:
Oclaro, Inc.
2560 Junction Ave.
San Jose, CA 95134 U.S.A.
Attention: General Counsel
|
|
“
Transferor
”
OCLARO JAPAN, INC.
By:
/s/ Tadayuki Kanno
Name: Tadayuki Kanno
Title: Representative Director
|
“
Transferee
”
USHIO OPTO SEMICONDUCTORS, INC.
By:
/s/ Hiroaki Banno
Name: Hiroaki Banno
Title: Director
|
|
“
Guarantor
”
USHIO, INC.
By:
/s/ Shiro Sugata
Name: Shiro Sugata
Title: Representative Director and CEO
|
1.
|
承継会社は、本吸収分割により、分割会社から別紙「承継権利義務明細表」記載の資産、負債、契約その他の権利義務༈ར本分割対象権利義務等ལという。༉を承継する。なお、承継会社は、本吸収分割に伴い、本分割対象権利義務等に含まれない債務༈偶発債務及び簿外債務を含む。༉を一切承継しないものとする。
|
2.
|
前項の規定による分割会社から承継会社への債務の承継については、全て
免責
的債務引受の方法によるものとする。会社法第759条第2項その他の法律の定めにより分割会社と承継会社の連帯債務となった債務が存在する場合の当該債務の負担割合については、承継会社がこれを全部負担するものとする。
|
1.
|
分割会社は、本件
効力発生日の前日までに、本契約の承認及び本吸収分割に必要な事項に関する株主総会の決議༈会社法第319条第1項により、株主総会の決議があったものとみなされる場合を含む。༉を求めるものとする。
|
2.
|
承継会社は、本件
効力発生日の前日までに、本契約の承認及び本吸収分割に必要な事項に関する株主総会の決議༈会社法第319条第1項により、株主総会の決議があったものとみなされる場合を含む。༉を求めるものとする。
|
1.
|
資産
|
(1)
|
本件事業のみに係る銀行預金
|
(2)
|
本件事業のみに係る売掛金༈但し、分割会社の関連会社に対する売掛金を除く
༉
|
(3)
|
本件事業のみに係る棚卸資産
|
(4)
|
本件事業のみに係るその他固定資産
|
(5)
|
本件事業のみに係る特許権及び特許出願
|
(6)
|
その他、本件事業のみに係る一切の資産༈但し、分割会社が承継させる権利を有しない第三者のソフトウェア・ライセンスを除く
༉
|
2.
|
負債
|
(1)
|
本件事業のみに係る買掛金༈但し、分割会社の関連会社に対する買掛金及び借入金を除く
༉
|
(2)
|
本件事業のみに係る期限未到来の未払費用
|
(3)
|
本件事業に主として従事する分割会社の従業員のうち、本件効力発生日において承継会社に承継される従業員༈以下「承継対象従業員」という༉の賞与引当金
|
(4)
|
承継対象従業員に係る退職給付引当金
|
(5)
|
承継対象従業員に係る期限未到来の未払給与及び引当金
|
(6)
|
承継対象従業員に係る年金債務、退職金及びその他の債務༈但し、本件効力発生日前に存在し、かつ分割会社の労働法規違反により生じていた及び༏又は労働法規違反を構成する債務を除く༉
|
(7)
|
その他、本件事業のみに係る債務༈但し、本件事業に関連して製造された製品に係る本件効力発生日前に存在していた分割会社と第三者との間の紛争に起因する義務及び責任を除く༉
|
3.
|
契約
|
(1)
|
供給契約、顧客契約、その他本件事業のみに係る一切の
契約
|
(2)
|
承継対象従業員
との間の全ての雇用契約
|
Article 1
|
Absorption-Type Company Demerger
|
Article 2
|
Assumed Rights and Obligations
|
1
|
Acquiring Company shall acquire and assume from Splitting Company assets, liabilities, agreements, and other rights and obligations set out in the schedule “Details of Assumed Rights and Obligations” (the “Assumed Rights and Obligations”). Acquiring Company shall not assume any debt (including without limitation any contingent liabilities and off-balance-sheet liabilities) which is not set out in the Assumed Rights and Obligations with the Absorption-Type Company Demerger.
|
2
|
With respect to assumption of the liabilities under Section 1 above, Acquiring Company will completely assume, and in doing so release Splitting Company from, such liabilities. If there are liabilities with respect to which Splitting Company and Acquiring Company become jointly and severally liable pursuant to Article 759.2 of the Companies Act or other statutory provisions, as between Splitting Company and Acquiring Company, Acquiring Company shall be responsible for the entire liabilities.
|
Article 3
|
Monies or Other Assets Delivered upon Absorption-Type Company Demerger
|
Article 4
|
Amounts of Capital and Reserves
|
Article 5
|
Effective Date
|
Article 6
|
Shareholders Meetings
|
1
|
Splitting Company shall, by the day immediately preceding the Effective Date, request approval of this Agreement and matters essential to the Absorption-Type Company Demerger by resolution of its shareholders meeting (including the case where shareholders approval is deemed to be given under Article 319.1 of the Companies Act).
|
2
|
Acquiring Company shall, by the day immediately preceding the Effective Date, request approval of this Agreement and matters essential to the Absorption-Type Company Demerger by resolution of its shareholders meeting (including the case where shareholders approval is deemed to be given under Article 319.1 of the Companies Act).
|
Article 7
|
Non-compete obligation
|
Article 8
|
Amendment and Cancellation of the Terms and Conditions
|
Article 9
|
Consultation
|
Tadayuki Kanno, Representative Director
|
[seal]
|
Hiroaki Banno, Director
|
[seal]
|
1.
|
Assets
|
(1)
|
All cash at bank solely related to the Komoro Business;
|
(2)
|
Accounts receivable solely related to the Komoro Business, except for receivables to Splitting Company’s affiliates;
|
(3)
|
Inventory balance solely related to the Komoro Business;
|
(4)
|
Any and all fixed assets solely related to the Komoro Business;
|
(5)
|
Any and all patents and patent applications solely related to the Komoro Business; and
|
(6)
|
Any other assets solely related to the Komoro Business (excluding third party software licenses that Splitting Company does not have the right to transfer).
|
2.
|
Liabilities
|
(1)
|
Accounts payable solely related to the Komoro Business, except for payables to, and loans from, Splitting Company’s affiliates;
|
(2)
|
Accrued expenses solely related to the Komoro Business which are undue;
|
(3)
|
Allowance for bonus with respect to the employees of Splitting Company to be transferred as of the Effective Date to Acquiring Company who primarily provide services to the Komoro Business (“Komoro Business Employees”);
|
(4)
|
Retirement allowance with respect to the Komoro Business Employees;
|
(5)
|
Accrued wages and allowances of the Komoro Business Employees which are undue;
|
(6)
|
Pension liabilities, severance payments and other liabilities related to the Komoro Business Employees except for liabilities with respect to the Komoro Business Employees that existed prior to the Effective Date and that arose from and/or constitute Splitting Company’s violation of applicable labor laws; and
|
(7)
|
Other liabilities that are solely related to the Komoro Business except for any obligations or liabilities arising from any disputes existing prior to the Effective Date between Splitting Company and any other company or other person regarding the products produced with respect to the Komoro Business.
|
3.
|
Contracts
|
(1)
|
Supply contract, customer contracts and any other contracts each solely related to the Komoro Business; and
|
(2)
|
All employment contracts with the Komoro Business Employees.
|
1.
|
Schedule describing assets, liabilities and contracts subject to the de-merger transaction.
|
2.
|
Schedule listing equipment included in the de-merger transaction.
|
3.
|
Schedule listing patents to be transferred pursuant to the de-merger transaction.
|
4.
|
Schedule listing contracts to be transferred pursuant to the de-merger transaction.
|
5.
|
Schedule describing certain cooperation requirements of the parties prior to closing of the de-merger transaction.
|
6.
|
Exhibit listing material contracts to be transferred pursuant to the de-merger transaction.
|
7.
|
Exhibit listing contracts that will not be transferred pursuant to the de-merger transaction.
|
8.
|
Exhibit describing the method to adjust the de-merger transaction consideration based on the difference between the net asset amount of Yen 355,095K and the closing net asset amount.
|
9.
|
Exhibit attaching a letter of resignation as a director of Oclaro Japan, Inc. and a letter accepting appointment as a director of Ushio Opto Semiconductors, Inc.
|
10.
|
Exhibit attaching a service agreement pursuant to which Ushio Opto Semiconductors, Inc.
has agreed to provide certain services for a limited duration.
|
11.
|
Exhibit attaching an intellectual property agreement pursuant to which the parties are licensing each other certain patents rights.
|
12.
|
Exhibit attaching a transition service agreement pursuant to which Oclaro Japan, Inc.
has agreed to provide certain transition services for a limited duration.
|
13.
|
Exhibit attaching a service agreement pursuant to which Oclaro Japan, Inc.
has agreed to provide certain services for a limited duration.
|
14.
|
Exhibit attaching a form escrow agreement
.
|
|
Print Name
|
“COMPANY”
|
“EXECUTIVE”
|
Oclaro, Inc., a Delaware corporation
|
|
By:
/s/ Greg Dougherty
|
/s/ Terence Unter
|
Greg Dougherty
|
Terence F. Unter
|
Its: Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended June 28, 2014 of Oclaro, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions)
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: September 10, 2014
|
|
/s/ Greg Dougherty
|
|
|
Greg Dougherty
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended June 28, 2014 of Oclaro, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: September 10, 2014
|
|
/s/ Pete Mangan
|
|
|
Pete Mangan
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: September 10, 2014
|
|
/s/ Greg Dougherty
|
|
|
Greg Dougherty
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: September 10, 2014
|
|
/s/ Pete Mangan
|
|
|
Pete Mangan
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|