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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-1303994
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, Par Value $0.01 Per Share
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NASDAQ Global Select Market
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9A.
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Item 10.
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Item 11.
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Item 12.
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Item 14.
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Item 15.
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•
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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 27, 2015
, we have approximately
1,000
patents issued. Our intellectual property ("IP") portfolio represents a significant investment in the optical industry over the past 30 years. We believe our commitment to the optical industry and our IP and know-how represents a differentiated value proposition for our customers. We are a leading supplier in many of our metro and long-haul telecom product markets.
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•
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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.
|
•
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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.
|
•
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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 ensure our overhead expenses continue to be aligned with our revenue levels, refine the focus of our research and development efforts into areas where we have the potential for significant technological
|
•
|
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.
|
•
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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.
|
•
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Capture Share in New and Emerging Web 2.0 and Datacenter 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.
|
•
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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.
|
•
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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 and meet our time to market objectives. Our use of contract manufacturers, primarily in Southeast Asia, to augment our internal manufacturing capabilities, 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.
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•
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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, acquisition and divestiture 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, our Amplifier Business in November 2013 and our industrial and consumer business based in Komoro, Japan (the "Komoro Business") in October 2014.
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•
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Client Side Transceivers.
Our pluggable transceiver portfolio includes fixed wavelength SFP at data rates less than 10 Gb/s, Xenpak, X2, XFP and SFP+ at 10 Gb/s, QSFP at 40 Gb/s, CFP, CFP2 and CFP4 at 100 Gb/s. These package form factors support different link distances based on different optical connectors and media types, in both industry
|
•
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Line Side Transceivers.
We believe the photonic integration of our internal components represents a differentiator and a competitive advantage in our 10 Gb/s tunable XFP and tunable SFP+ products. We were the first company to supply coherent CFP2 transceivers at 100 Gb/s and 200 GB/s. Our internal device and sub-assembly technology enables our customers to provide a coherent pluggable 100 Gb/s solution for metro and long haul networks.
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•
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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 ramping production of our micro-iTLA product, which is a tunable laser product suitable for 100 Gb/s systems.
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•
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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 are ramping production of 100 Gb/s modulators for coherent applications.
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•
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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, and large form factor 40 Gb/s transponders based on a differential phase shift keying ("DPSK") modulation scheme. We believe the photonic integration of our internal componentry can represent a differentiator and a competitive advantage in certain of these products.
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•
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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 40 Gb/s and 100 Gb/s data rates.
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Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
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June 29, 2013
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||||||
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(Thousands)
|
||||||||||
100 Gb/s transmission modules
|
$
|
119,276
|
|
|
$
|
78,552
|
|
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$
|
42,241
|
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40 Gb/s transmission modules
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74,520
|
|
|
98,891
|
|
|
100,521
|
|
|||
10 Gb/s and lower transmission modules
|
138,116
|
|
|
183,522
|
|
|
236,034
|
|
|||
Industrial and consumer
|
9,364
|
|
|
29,906
|
|
|
25,833
|
|
|||
|
$
|
341,276
|
|
|
$
|
390,871
|
|
|
$
|
404,629
|
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands)
|
||||||||||
China
|
$
|
105,516
|
|
|
$
|
101,889
|
|
|
$
|
113,203
|
|
United States
|
54,017
|
|
|
41,047
|
|
|
36,106
|
|
|||
Malaysia
|
47,335
|
|
|
46,997
|
|
|
41,825
|
|
|||
Mexico
|
40,900
|
|
|
33,483
|
|
|
26,045
|
|
|||
Germany
|
25,825
|
|
|
66,611
|
|
|
56,874
|
|
|||
Italy
|
25,034
|
|
|
20,323
|
|
|
20,122
|
|
|||
Japan
|
8,417
|
|
|
35,295
|
|
|
51,534
|
|
|||
Thailand
|
3,676
|
|
|
9,166
|
|
|
15,251
|
|
|||
Rest of world
|
30,556
|
|
|
36,060
|
|
|
43,669
|
|
|||
|
$
|
341,276
|
|
|
$
|
390,871
|
|
|
$
|
404,629
|
|
|
Long-lived Tangible Assets
|
|
Total Assets
|
||||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 27, 2015
|
|
June 28, 2014
|
||||||||
|
(Thousands)
|
||||||||||||||
United States
|
$
|
1,581
|
|
|
$
|
2,980
|
|
|
$
|
109,818
|
|
|
$
|
53,120
|
|
United Kingdom
|
6,965
|
|
|
6,408
|
|
|
81,813
|
|
|
120,400
|
|
||||
Japan
|
16,698
|
|
|
26,216
|
|
|
74,191
|
|
|
107,597
|
|
||||
China
|
8,046
|
|
|
5,671
|
|
|
24,809
|
|
|
43,102
|
|
||||
Rest of world
|
8,476
|
|
|
9,493
|
|
|
35,253
|
|
|
41,466
|
|
||||
|
$
|
41,766
|
|
|
$
|
50,768
|
|
|
$
|
325,884
|
|
|
$
|
365,685
|
|
•
|
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;
|
•
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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.
|
•
|
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 financial condition and results of operations, including our gross margins and cash flow;
|
•
|
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 sovereign debt issues in certain parts of the world and related global macroeconomic issues;
|
•
|
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
|
127,000
|
|
|
Office space, manufacturing, research and development
|
|
Lease
|
|
June 2019
|
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
|
Acton, Massachusetts
|
31,000
(1)
|
|
|
Office space
|
|
Lease
|
|
January 2016
|
|
Price Per Share of Common Stock
|
||||||
|
High
|
|
Low
|
||||
Fiscal year 2015 quarter ended:
|
|
|
|
||||
September 27, 2014
|
$
|
2.28
|
|
|
$
|
1.50
|
|
December 27, 2014
|
2.07
|
|
|
1.31
|
|
||
March 28, 2015
|
2.05
|
|
|
1.40
|
|
||
June 27, 2015
|
2.85
|
|
|
1.76
|
|
||
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
|
|
|
July 3
2010 |
|
July 2
2011 |
|
June 30
2012 |
|
June 29
2013 |
|
June 28
2014 |
|
June 27,
2015
|
||||||||||||
Oclaro, Inc.
|
$
|
100.00
|
|
|
$
|
63.29
|
|
|
$
|
28.54
|
|
|
$
|
11.08
|
|
|
$
|
20.19
|
|
|
$
|
21.22
|
|
NASDAQ Composite Index
|
$
|
100.00
|
|
|
$
|
134.49
|
|
|
$
|
140.17
|
|
|
$
|
162.53
|
|
|
$
|
210.04
|
|
|
$
|
242.64
|
|
NASDAQ Telecommunications Index
|
$
|
100.00
|
|
|
$
|
115.64
|
|
|
$
|
98.94
|
|
|
$
|
122.96
|
|
|
$
|
139.10
|
|
|
$
|
146.01
|
|
|
Year Ended
|
||||||||||||||||||
|
June 27,
2015
|
|
June 28,
2014
|
|
June 29,
2013
|
|
June 30,
2012
|
|
July 2,
2011
|
||||||||||
|
(Thousands, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
341,276
|
|
|
$
|
390,871
|
|
|
$
|
404,629
|
|
|
$
|
194,208
|
|
|
$
|
466,505
|
|
Operating loss
|
(45,461
|
)
|
|
(102,331
|
)
|
|
(124,795
|
)
|
|
(67,673
|
)
|
|
(33,610
|
)
|
|||||
Loss from continuing operations
|
(48,234
|
)
|
|
(102,125
|
)
|
|
(120,295
|
)
|
|
(63,997
|
)
|
|
(46,425
|
)
|
|||||
Income (loss) from discontinued operations
|
(8,458
|
)
|
|
119,944
|
|
|
(2,450
|
)
|
|
(2,506
|
)
|
|
—
|
|
|||||
Net income (loss)
|
(56,692
|
)
|
|
17,819
|
|
|
(122,745
|
)
|
|
(66,503
|
)
|
|
(46,425
|
)
|
|||||
Loss from continuing operations per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.45
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(1.37
|
)
|
|
$
|
(1.27
|
)
|
|
$
|
(0.96
|
)
|
Diluted
|
$
|
(0.45
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(1.37
|
)
|
|
$
|
(1.27
|
)
|
|
$
|
(0.96
|
)
|
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
108,144
|
|
|
98,986
|
|
|
87,770
|
|
|
50,396
|
|
|
48,444
|
|
|||||
Diluted
|
108,144
|
|
|
98,986
|
|
|
87,770
|
|
|
50,396
|
|
|
48,444
|
|
|
June 27,
2015
|
|
June 28,
2014
|
|
June 29,
2013
|
|
June 30,
2012
|
|
July 2,
2011
|
||||||||||
|
(Thousands)
|
||||||||||||||||||
Total assets
|
$
|
325,884
|
|
|
$
|
365,685
|
|
|
$
|
449,894
|
|
|
$
|
328,306
|
|
|
$
|
375,174
|
|
Total stockholders’ equity
|
153,000
|
|
|
207,928
|
|
|
154,132
|
|
|
167,651
|
|
|
229,095
|
|
|||||
Long-term obligations
|
71,545
|
|
|
18,884
|
|
|
48,756
|
|
|
12,391
|
|
|
6,277
|
|
|
Year Ended
|
|
|
|
Increase
(Decrease) |
|
||||||||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
Change
|
|
|
|||||||||||||||
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
||||||||||
Revenues
|
$
|
341,276
|
|
|
100.0
|
|
|
$
|
390,871
|
|
|
100.0
|
|
|
$
|
(49,595
|
)
|
|
(12.7
|
)
|
|
|
Cost of revenues
|
284,528
|
|
|
83.4
|
|
|
338,424
|
|
|
86.6
|
|
|
(53,896
|
)
|
|
(15.9
|
)
|
|
||||
Gross profit
|
56,748
|
|
|
16.6
|
|
|
52,447
|
|
|
13.4
|
|
|
4,301
|
|
|
8.2
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
46,419
|
|
|
13.6
|
|
|
64,218
|
|
|
16.4
|
|
|
(17,799
|
)
|
|
(27.7
|
)
|
|
||||
Selling, general and administrative
|
56,256
|
|
|
16.5
|
|
|
70,937
|
|
|
18.2
|
|
|
(14,681
|
)
|
|
(20.7
|
)
|
|
||||
Amortization of other intangible assets
|
1,133
|
|
|
0.3
|
|
|
1,680
|
|
|
0.4
|
|
|
(547
|
)
|
|
(32.6
|
)
|
|
||||
Restructuring, acquisition and related (income) expense, net
|
(1,516
|
)
|
|
(0.5
|
)
|
|
18,491
|
|
|
4.7
|
|
|
(20,007
|
)
|
|
n/m
|
|
(1
|
)
|
|||
Flood-related (income) expense, net
|
—
|
|
|
—
|
|
|
(1,797
|
)
|
|
(0.5
|
)
|
|
1,797
|
|
|
(100.0
|
)
|
|
||||
Impairment of goodwill, other intangible assets and long-lived assets
|
—
|
|
|
—
|
|
|
584
|
|
|
0.2
|
|
|
(584
|
)
|
|
(100.0
|
)
|
|
||||
(Gain) loss on sale of property and equipment
|
(83
|
)
|
|
—
|
|
|
665
|
|
|
0.2
|
|
|
(748
|
)
|
|
n/m
|
|
|
||||
Total operating expenses
|
102,209
|
|
|
29.9
|
|
|
154,778
|
|
|
39.6
|
|
|
(52,569
|
)
|
|
(34.0
|
)
|
|
||||
Operating loss
|
(45,461
|
)
|
|
(13.3
|
)
|
|
(102,331
|
)
|
|
(26.2
|
)
|
|
56,870
|
|
|
(55.6
|
)
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income (expense), net
|
(2,051
|
)
|
|
(0.6
|
)
|
|
(9,228
|
)
|
|
(2.3
|
)
|
|
7,177
|
|
|
(77.8
|
)
|
|
||||
Loss on foreign currency transactions
|
(2,144
|
)
|
|
(0.6
|
)
|
|
(1,158
|
)
|
|
(0.3
|
)
|
|
(986
|
)
|
|
85.1
|
|
|
||||
Other income (expense), net
|
1,750
|
|
|
0.5
|
|
|
1,227
|
|
|
0.3
|
|
|
523
|
|
|
42.6
|
|
|
||||
Total other income (expense)
|
(2,445
|
)
|
|
(0.7
|
)
|
|
(9,159
|
)
|
|
(2.3
|
)
|
|
6,714
|
|
|
(73.3
|
)
|
|
||||
Loss from continuing operations before income taxes
|
(47,906
|
)
|
|
(14.0
|
)
|
|
(111,490
|
)
|
|
(28.5
|
)
|
|
63,584
|
|
|
(57.0
|
)
|
|
||||
Income tax provision (benefit)
|
328
|
|
|
0.1
|
|
|
(9,365
|
)
|
|
(2.4
|
)
|
|
9,693
|
|
|
n/m
|
|
(1
|
)
|
|||
Loss from continuing operations
|
(48,234
|
)
|
|
(14.1
|
)
|
|
(102,125
|
)
|
|
(26.1
|
)
|
|
53,891
|
|
|
(52.8
|
)
|
|
||||
Income (loss) from discontinued operations, net of tax
|
(8,458
|
)
|
|
(2.5
|
)
|
|
119,944
|
|
|
30.7
|
|
|
(128,402
|
)
|
|
n/m
|
|
(1
|
)
|
|||
Net income (loss)
|
$
|
(56,692
|
)
|
|
(16.6
|
)
|
|
$
|
17,819
|
|
|
4.6
|
|
|
$
|
(74,511
|
)
|
|
n/m
|
|
(1
|
)
|
(1)
|
Not meaningful
|
•
|
In the second quarter of fiscal year 2015, we completed the sale of our Komoro Business to Ushio Opto, and recognized a gain of $8.3 million.
|
•
|
During the first quarter of fiscal year 2014, we initiated a restructuring plan to simplify our operating footprint, reduce our cost structure and focus our research and development investment in the optical communications market where we can leverage our core competencies. During the year ended
June 27, 2015
, we recorded restructuring charges of
$4.0 million
related to this restructuring plan, consisting of
$4.1 million
related to workforce reductions and a
$0.1 million
reversal of restructuring charges related to revised estimates for lease cancellations and commitments.
|
•
|
During fiscal year 2012, we initiated a restructuring plan in connection with the transfer of our Shenzhen, China manufacturing operations to Venture Corporation Limited ("Venture"). In connection with this transition, we recorded restructuring charges of
$2.5 million
during the year ended
June 27, 2015
, which related primarily to employee separation charges.
|
•
|
In connection with our restructuring plan we initiated in fiscal year 2014, we recorded restructuring charges of $13.2 million during the year ended
June 28, 2014
, consisting of $8.5 million related to workforce reductions, $2.9 million in costs related to transferring production capabilities of our 10 Gb/s InP products in-house from one of our contract manufacturers, $0.8 million related to a facility lease loss liability, $0.7 million related to the write-off of certain fixed assets in connection with our relocation of our manufacturing and research and development facilities from Totsuka, Japan, and $0.3 million in other lease cancellations and commitments.
|
•
|
In connection with the acquisition of Opnext, we initiated a restructuring plan to integrate the businesses in the first quarter of fiscal year 2013. We recorded
$1.1 million
in restructuring charges during the year ended
June 28, 2014
. The restructuring charges in fiscal year 2014 included
$0.9 million
related to external consulting charges and professional fees associated with reorganizing the infrastructure and
$0.1 million
related to facility exit costs.
|
•
|
In connection with our transition of our Shenzhen, China manufacturing operations to Venture, we recorded
$3.5 million
during the year ended
June 28, 2014
. All of the restructuring charges in fiscal year 2014 related to employee separation charges.
|
|
Year Ended
|
||||||
|
June 27, 2015
|
|
June 28, 2014
|
||||
|
(Thousands)
|
||||||
Write-off of net book value of damaged property and equipment
|
$
|
—
|
|
|
$
|
2,009
|
|
Personnel-related costs, professional fees and related expenses
|
—
|
|
|
(143
|
)
|
||
Settlement payments
|
—
|
|
|
(3,663
|
)
|
||
|
$
|
—
|
|
|
$
|
(1,797
|
)
|
|
Year Ended
|
|
|
||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
Change
|
||||||
|
(Thousands)
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
49,081
|
|
|
$
|
(49,081
|
)
|
Cost of revenues
|
163
|
|
|
37,418
|
|
|
(37,255
|
)
|
|||
Gross profit
|
(163
|
)
|
|
11,663
|
|
|
(11,826
|
)
|
|||
Operating expenses
|
645
|
|
|
8,971
|
|
|
(8,326
|
)
|
|||
Other income (expense), net
|
(7,650
|
)
|
|
130,518
|
|
|
(138,168
|
)
|
|||
Income (loss) from discontinued operations
before income taxes |
(8,458
|
)
|
|
133,210
|
|
|
(141,668
|
)
|
|||
Income tax provision
|
—
|
|
|
13,266
|
|
|
(13,266
|
)
|
|||
Income (loss) from discontinued operations
|
$
|
(8,458
|
)
|
|
$
|
119,944
|
|
|
$
|
(128,402
|
)
|
|
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
|
)
|
|
||||
(Gain) 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 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
|
)
|
|
||||
Gain (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
|
|
|
Capital
Lease
Obligations
(1)
|
|
Operating
Lease
Obligations
|
|
Sublease
Income
|
|
Purchase
Obligations
|
|
Long-Term Obligations
(1)
|
|
Total
|
||||||||||||
|
|
|
(Thousands)
|
|
|
|
|
|
|
||||||||||||||
Fiscal Year:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2016
|
$
|
3,487
|
|
|
$
|
8,006
|
|
|
$
|
(370
|
)
|
|
$
|
66,686
|
|
|
$
|
3,857
|
|
|
$
|
77,813
|
|
2017
|
1,294
|
|
|
7,776
|
|
|
(210
|
)
|
|
—
|
|
|
3,900
|
|
|
12,760
|
|
||||||
2018
|
68
|
|
|
7,637
|
|
|
(100
|
)
|
|
—
|
|
|
3,900
|
|
|
11,505
|
|
||||||
2019
|
25
|
|
|
7,424
|
|
|
(90
|
)
|
|
—
|
|
|
3,900
|
|
|
11,259
|
|
||||||
2020
|
24
|
|
|
6,123
|
|
|
(90
|
)
|
|
—
|
|
|
68,900
|
|
|
74,957
|
|
||||||
Thereafter
|
85
|
|
|
52,641
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,726
|
|
||||||
|
$
|
4,983
|
|
|
$
|
89,607
|
|
|
$
|
(860
|
)
|
|
$
|
66,686
|
|
|
$
|
80,604
|
|
|
$
|
241,020
|
|
(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)
|
|
|
|
|
August 28, 2015
|
By:
|
|
/s/ Greg Dougherty
|
|
|
|
Greg Dougherty
|
|
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Greg Dougherty
|
|
Director and Chief Executive Officer
|
|
August 28, 2015
|
Greg Dougherty
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Pete Mangan
|
|
Chief Financial Officer
|
|
August 28, 2015
|
Pete Mangan
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Mike Fernicola
|
|
Chief Accounting Officer
|
|
August 28, 2015
|
Mike Fernicola
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Marissa Peterson
|
|
Chair of the Board
|
|
August 28, 2015
|
Marissa Peterson
|
|
|
|
|
|
|
|
|
|
/s/ Edward B. Collins
|
|
Director
|
|
August 28, 2015
|
Edward B. Collins
|
|
|
|
|
|
|
|
|
|
/s/ Kendall W. Cowan
|
|
Director
|
|
August 28, 2015
|
Kendall W. Cowan
|
|
|
|
|
|
|
|
|
|
/s/ Lori Holland
|
|
Director
|
|
August 28, 2015
|
Lori Holland
|
|
|
|
|
|
|
|
|
|
/s/ Joel Smith III
|
|
Director
|
|
August 28, 2015
|
Joel Smith III
|
|
|
|
|
|
|
|
|
|
/s/ William L. Smith
|
|
Director
|
|
August 28, 2015
|
William L. Smith
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 27, 2015
|
|
June 28, 2014
|
||||
|
(Thousands, except par value)
|
||||||
ASSETS
|
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
111,840
|
|
|
$
|
98,973
|
|
Restricted cash
|
3,275
|
|
|
5,055
|
|
||
Short-term investments
|
—
|
|
|
95
|
|
||
Accounts receivable, net of allowances for doubtful accounts and sales returns of $2,815 and zero, respectively, as of June 27, 2015, and $2,750 and $579, respectively, as of June 28, 2014; and including $709 and $2,706 due from related parties as of June 27, 2015 and June 28, 2014, respectively
|
74,815
|
|
|
82,872
|
|
||
Inventories
|
66,342
|
|
|
71,099
|
|
||
Prepaid expenses and other current assets
|
22,746
|
|
|
45,275
|
|
||
Total current assets
|
279,018
|
|
|
303,369
|
|
||
Property and equipment, net
|
41,766
|
|
|
50,768
|
|
||
Other intangible assets, net
|
2,579
|
|
|
8,536
|
|
||
Other non-current assets
|
2,521
|
|
|
3,012
|
|
||
Total assets
|
$
|
325,884
|
|
|
$
|
365,685
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable, including $4,831 and $4,483 due to related parties as of June 27, 2015 and June 28, 2014, respectively
|
$
|
53,133
|
|
|
$
|
71,283
|
|
Accrued expenses and other liabilities
|
35,648
|
|
|
51,492
|
|
||
Capital lease obligations, current
|
3,580
|
|
|
5,387
|
|
||
Total current liabilities
|
92,361
|
|
|
128,162
|
|
||
Deferred gain on sale-leasebacks
|
8,978
|
|
|
10,711
|
|
||
Convertible notes payable
|
61,246
|
|
|
—
|
|
||
Capital lease obligations, non-current
|
1,167
|
|
|
4,539
|
|
||
Other non-current liabilities
|
9,132
|
|
|
14,345
|
|
||
Total liabilities
|
172,884
|
|
|
157,757
|
|
||
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; 109,889 shares issued and outstanding as of June 27, 2015 and 107,779 shares issued and outstanding as of June 28, 2014
|
1,099
|
|
|
1,077
|
|
||
Additional paid-in capital
|
1,464,567
|
|
|
1,458,487
|
|
||
Accumulated other comprehensive income
|
41,526
|
|
|
45,864
|
|
||
Accumulated deficit
|
(1,354,192
|
)
|
|
(1,297,500
|
)
|
||
Total stockholders’ equity
|
153,000
|
|
|
207,928
|
|
||
Total liabilities and stockholders’ equity
|
$
|
325,884
|
|
|
$
|
365,685
|
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands, except per share amounts)
|
||||||||||
Revenues, including $3,604, $13,412 and $9,311 from related parties for the years ended June 27, 2015, June 28, 2014 and June 29, 2013, respectively
|
$
|
341,276
|
|
|
$
|
390,871
|
|
|
$
|
404,629
|
|
Cost of revenues
|
284,528
|
|
|
338,424
|
|
|
376,461
|
|
|||
Gross profit
|
56,748
|
|
|
52,447
|
|
|
28,168
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
46,419
|
|
|
64,218
|
|
|
79,266
|
|
|||
Selling, general and administrative
|
56,256
|
|
|
70,937
|
|
|
78,618
|
|
|||
Amortization of other intangible assets
|
1,133
|
|
|
1,680
|
|
|
5,029
|
|
|||
Restructuring, acquisition and related (income) expense, net
|
(1,516
|
)
|
|
18,491
|
|
|
(7,631
|
)
|
|||
Flood-related (income) expense, net
|
—
|
|
|
(1,797
|
)
|
|
(29,510
|
)
|
|||
Impairment of goodwill, other intangible assets and long-lived assets
|
—
|
|
|
584
|
|
|
27,021
|
|
|||
(Gain) loss on sale of property and equipment
|
(83
|
)
|
|
665
|
|
|
170
|
|
|||
Total operating expenses
|
102,209
|
|
|
154,778
|
|
|
152,963
|
|
|||
Operating loss
|
(45,461
|
)
|
|
(102,331
|
)
|
|
(124,795
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income (expense), net
|
(2,051
|
)
|
|
(9,228
|
)
|
|
(3,271
|
)
|
|||
Loss on foreign currency transactions
|
(2,144
|
)
|
|
(1,158
|
)
|
|
(14,542
|
)
|
|||
Other income (expense), net
|
1,750
|
|
|
1,227
|
|
|
(2,527
|
)
|
|||
Gain on bargain purchase
|
—
|
|
|
—
|
|
|
24,866
|
|
|||
Total other income (expense)
|
(2,445
|
)
|
|
(9,159
|
)
|
|
4,526
|
|
|||
Loss from continuing operations before income taxes
|
(47,906
|
)
|
|
(111,490
|
)
|
|
(120,269
|
)
|
|||
Income tax provision (benefit)
|
328
|
|
|
(9,365
|
)
|
|
26
|
|
|||
Loss from continuing operations
|
(48,234
|
)
|
|
(102,125
|
)
|
|
(120,295
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
(8,458
|
)
|
|
119,944
|
|
|
(2,450
|
)
|
|||
Net income (loss)
|
$
|
(56,692
|
)
|
|
$
|
17,819
|
|
|
$
|
(122,745
|
)
|
Basic and diluted net income (loss) per share:
|
|
|
|
|
|
||||||
Loss per share from continuing operations
|
$
|
(0.45
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(1.37
|
)
|
Income (loss) per share from discontinued operations
|
(0.08
|
)
|
|
1.21
|
|
|
(0.03
|
)
|
|||
Basic and diluted net income (loss) per share
|
$
|
(0.52
|
)
|
|
$
|
0.18
|
|
|
$
|
(1.40
|
)
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
108,144
|
|
|
98,986
|
|
|
87,770
|
|
|||
Diluted
|
108,144
|
|
|
98,986
|
|
|
87,770
|
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands)
|
||||||||||
Net income (loss)
|
$
|
(56,692
|
)
|
|
$
|
17,819
|
|
|
$
|
(122,745
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized loss on hedging transactions
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||
Unrealized gain (loss) on marketable securities
|
209
|
|
|
(104
|
)
|
|
86
|
|
|||
Currency translation adjustments
|
(5,139
|
)
|
|
771
|
|
|
9,193
|
|
|||
Pension adjustment, net of tax benefits of $639 in 2013
|
592
|
|
|
5,829
|
|
|
558
|
|
|||
Total comprehensive income (loss)
|
$
|
(61,030
|
)
|
|
$
|
24,315
|
|
|
$
|
(112,915
|
)
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands)
|
||||||||||
Cash flows from operating activities:
|
|
||||||||||
Net income (loss)
|
$
|
(56,692
|
)
|
|
$
|
17,819
|
|
|
$
|
(122,745
|
)
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
|
|
||||||
Amortization of deferred gain on sale-leasebacks
|
(914
|
)
|
|
(2,134
|
)
|
|
(2,059
|
)
|
|||
Amortization and write-off of debt discount and issuance costs
|
305
|
|
|
4,293
|
|
|
524
|
|
|||
Depreciation and amortization
|
18,613
|
|
|
26,383
|
|
|
42,177
|
|
|||
Flood-related non-cash losses
|
—
|
|
|
2,011
|
|
|
—
|
|
|||
Gain on sale of Komoro Business
|
(8,315
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of Zurich Business
|
—
|
|
|
(63,240
|
)
|
|
—
|
|
|||
Gain on sale of Amplifier Business
|
—
|
|
|
(68,923
|
)
|
|
—
|
|
|||
Adjustment to the hold-backs related to the sales of the Zurich and Amplifier Businesses
|
7,650
|
|
|
—
|
|
|
—
|
|
|||
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
|
(83
|
)
|
|
665
|
|
|
(80
|
)
|
|||
Impairment of goodwill, other intangible assets and long-lived assets
|
—
|
|
|
584
|
|
|
26,015
|
|
|||
Stock-based compensation expense
|
6,164
|
|
|
6,243
|
|
|
7,212
|
|
|||
Other adjustments
|
161
|
|
|
365
|
|
|
4,306
|
|
|||
Changes in operating assets and liabilities, net of acquired businesses:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
138
|
|
|
26,547
|
|
|
33,862
|
|
|||
Inventories
|
(5,308
|
)
|
|
15,517
|
|
|
14,449
|
|
|||
Prepaid expenses and other current assets
|
7,996
|
|
|
(6,987
|
)
|
|
(15,008
|
)
|
|||
Other non-current assets
|
(267
|
)
|
|
1,509
|
|
|
(151
|
)
|
|||
Accounts payable
|
(4,873
|
)
|
|
(27,179
|
)
|
|
(23,393
|
)
|
|||
Accrued expenses and other liabilities
|
(10,828
|
)
|
|
(14,657
|
)
|
|
(2,895
|
)
|
|||
Net cash used in operating activities
|
(46,253
|
)
|
|
(81,184
|
)
|
|
(87,498
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(18,084
|
)
|
|
(8,756
|
)
|
|
(17,202
|
)
|
|||
Proceeds from sale of Komoro Business
|
14,647
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of Zurich Business
|
1,410
|
|
|
93,545
|
|
|
—
|
|
|||
Proceeds from sale of Amplifier Business
|
940
|
|
|
84,600
|
|
|
—
|
|
|||
Proceeds from sales of property and equipment
|
—
|
|
|
—
|
|
|
80
|
|
|||
Proceeds from sale of assets
|
—
|
|
|
2,120
|
|
|
26,000
|
|
|||
Proceeds from sale of investments
|
141
|
|
|
—
|
|
|
3,861
|
|
|||
Transfer (to) from restricted cash, net of acquired businesses
|
1,793
|
|
|
(2,309
|
)
|
|
17,893
|
|
|||
Cash acquired from business combinations
|
—
|
|
|
—
|
|
|
36,123
|
|
|||
Net cash provided by investing activities
|
847
|
|
|
169,200
|
|
|
66,755
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock, net
|
42
|
|
|
(46
|
)
|
|
1,646
|
|
|||
Proceeds from borrowings under credit line
|
—
|
|
|
—
|
|
|
15,256
|
|
|||
Proceeds from the sale of convertible notes, net
|
60,941
|
|
|
—
|
|
|
22,768
|
|
|||
Proceeds from term loan, net
|
—
|
|
|
—
|
|
|
22,455
|
|
|||
Payments on capital lease obligations
|
(4,153
|
)
|
|
(7,073
|
)
|
|
(6,676
|
)
|
|||
Repayments on borrowings under credit line, convertible notes payable and term loan
|
—
|
|
|
(64,964
|
)
|
|
(16,040
|
)
|
|||
Cash paid under earnout obligations
|
—
|
|
|
—
|
|
|
(8,628
|
)
|
|||
Net cash provided by (used in) financing activities
|
56,830
|
|
|
(72,083
|
)
|
|
30,781
|
|
|||
Effect of exchange rate on cash and cash equivalents
|
1,443
|
|
|
(1,595
|
)
|
|
12,837
|
|
|||
Net increase in cash and cash equivalents
|
12,867
|
|
|
14,338
|
|
|
22,875
|
|
|||
Cash and cash equivalents at beginning of fiscal year
|
98,973
|
|
|
84,635
|
|
|
61,760
|
|
|||
Cash and cash equivalents at end of fiscal year
|
$
|
111,840
|
|
|
$
|
98,973
|
|
|
$
|
84,635
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
—
|
|
|
$
|
10,437
|
|
|
$
|
2,496
|
|
Cash paid for income taxes
|
507
|
|
|
2,571
|
|
|
3,589
|
|
|||
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
|
|
|
|
|
|
|
Additional Paid-In Capital
|
|
Accumulated
Other Comprehensive Income
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
|||||||||||
|
Common Stock
|
|
|
|
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
(Thousands)
|
|||||||||||||||||||||
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
|
|
|||||
Issuance of shares related to share awards and restricted stock units
|
2,085
|
|
|
21
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Issuance of shares upon the exercise of common stock options
|
25
|
|
|
1
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
6,061
|
|
|
—
|
|
|
—
|
|
|
6,061
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,338
|
)
|
|
—
|
|
|
(4,338
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56,692
|
)
|
|
(56,692
|
)
|
|||||
Balance at June 27, 2015
|
109,889
|
|
|
$
|
1,099
|
|
|
$
|
1,464,567
|
|
|
$
|
41,526
|
|
|
$
|
(1,354,192
|
)
|
|
$
|
153,000
|
|
|
June 27, 2015
|
|
June 28, 2014
|
||||
|
(Thousands)
|
||||||
Cash and cash equivalents:
|
|
||||||
Cash-in-bank
|
$
|
110,196
|
|
|
$
|
97,759
|
|
Money market funds
|
1,644
|
|
|
1,214
|
|
||
|
$
|
111,840
|
|
|
$
|
98,973
|
|
|
June 27, 2015
|
|
June 28, 2014
|
||||
|
(Thousands)
|
||||||
Inventories:
|
|
||||||
Raw materials
|
$
|
19,610
|
|
|
$
|
20,036
|
|
Work-in-process
|
19,812
|
|
|
20,505
|
|
||
Finished goods
|
26,920
|
|
|
30,558
|
|
||
|
$
|
66,342
|
|
|
$
|
71,099
|
|
|
June 27, 2015
|
|
June 28, 2014
|
||||
|
(Thousands)
|
||||||
Property and equipment, net:
|
|
||||||
Buildings and improvements
|
$
|
11,837
|
|
|
$
|
12,989
|
|
Plant and machinery
|
33,603
|
|
|
47,247
|
|
||
Fixtures, fittings and equipment
|
4,785
|
|
|
9,701
|
|
||
Computer equipment
|
12,401
|
|
|
13,723
|
|
||
|
62,626
|
|
|
83,660
|
|
||
Less: accumulated depreciation
|
(20,860
|
)
|
|
(32,892
|
)
|
||
|
$
|
41,766
|
|
|
$
|
50,768
|
|
|
June 27, 2015
|
|
June 28, 2014
|
||||
|
(Thousands)
|
||||||
Accrued expenses and other liabilities:
|
|
|
|
||||
Trade payables
|
$
|
5,250
|
|
|
$
|
18,612
|
|
Compensation and benefits related accruals
|
11,298
|
|
|
10,242
|
|
||
Warranty accrual
|
2,932
|
|
|
4,672
|
|
||
Accrued restructuring, current
|
712
|
|
|
2,220
|
|
||
Purchase commitments in excess of future demand, current
|
3,162
|
|
|
1,844
|
|
||
Other accruals
|
12,294
|
|
|
13,902
|
|
||
|
$
|
35,648
|
|
|
$
|
51,492
|
|
|
|
Fair Value Measurement at June 27, 2015 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
|
1,644
|
|
|
—
|
|
|
—
|
|
|
1,644
|
|
||
Restricted cash:
|
|
|
|
|
|
|
|
|
||||||
|
Money market funds
|
1,215
|
|
|
—
|
|
|
—
|
|
|
1,215
|
|
||
Total assets measured at fair value
|
$
|
2,859
|
|
|
—
|
|
|
—
|
|
|
$
|
2,859
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Excludes
$110.2 million
in cash held in our bank accounts at
June 27, 2015
.
|
|
|
Fair Value Measurement at June 28, 2014 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 29, 2013
|
|
|
|
|
|
|
99
|
|
||
Adjustments to the make-whole premium on the 7.50% Notes
|
|
600
|
|
|||||||
Settlement of make-whole premium upon conversion of the 7.50% Notes
|
|
(699
|
)
|
|||||||
Balance at June 28, 2014 and June 27, 2015
|
|
|
|
$
|
—
|
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands)
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
35,185
|
|
|
$
|
93,902
|
|
Cost of revenues
|
—
|
|
|
26,389
|
|
|
72,901
|
|
|||
Gross profit
|
—
|
|
|
8,796
|
|
|
21,001
|
|
|||
Operating expenses
|
161
|
|
|
5,545
|
|
|
18,739
|
|
|||
Other income (expense), net
|
(3,060
|
)
|
|
68,923
|
|
|
—
|
|
|||
Income from discontinued operations before income taxes
|
(3,221
|
)
|
|
72,174
|
|
|
2,262
|
|
|||
Income tax provision
|
—
|
|
|
13,068
|
|
|
800
|
|
|||
Income from discontinued operations
|
$
|
(3,221
|
)
|
|
$
|
59,106
|
|
|
$
|
1,462
|
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands)
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
13,896
|
|
|
$
|
87,497
|
|
Cost of revenues
|
163
|
|
|
11,029
|
|
|
72,264
|
|
|||
Gross profit
|
(163
|
)
|
|
2,867
|
|
|
15,233
|
|
|||
Operating expenses
|
484
|
|
|
3,426
|
|
|
17,456
|
|
|||
Other income (expense), net
|
(4,590
|
)
|
|
61,595
|
|
|
(996
|
)
|
|||
Income (loss) from discontinued operations
before income taxes |
(5,237
|
)
|
|
61,036
|
|
|
(3,219
|
)
|
|||
Income tax provision
|
—
|
|
|
198
|
|
|
693
|
|
|||
Income (loss) from discontinued operations
|
$
|
(5,237
|
)
|
|
$
|
60,838
|
|
|
$
|
(3,912
|
)
|
|
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 June 30, 2012
|
$
|
10,904
|
|
Impairment
|
(10,904
|
)
|
|
Balance at June 29, 2013, June 28, 2014 and June 27, 2015
|
—
|
|
|
Core and
Current
Technology
|
|
Development
and Supply
Agreements
|
|
Customer
Relationships
|
|
Patent
Portfolio
|
|
Other
Intangibles
|
|
Amortization
|
|
Total
|
||||||||||||||
|
(Thousands)
|
||||||||||||||||||||||||||
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
|
|
Sale of Komoro Business
|
(1,904
|
)
|
|
—
|
|
|
(2,545
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,449
|
)
|
|||||||
Amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,133
|
)
|
|
(1,133
|
)
|
|||||||
Translations and adjustments
|
(114
|
)
|
|
(65
|
)
|
|
(196
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(375
|
)
|
|||||||
Balance at June 27, 2015
|
$
|
6,249
|
|
|
$
|
4,595
|
|
|
$
|
2,402
|
|
|
$
|
915
|
|
|
$
|
3,338
|
|
|
$
|
(14,920
|
)
|
|
$
|
2,579
|
|
|
Lease
Cancellations,
Commitments
and Other
Charges
|
|
Termination
Payments to
Employees
and Related
Costs
|
|
Total
Accrued
Restructuring
Charges
|
||||||
|
(Thousands)
|
||||||||||
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
|
|
|||
Charged to restructuring costs
|
(36
|
)
|
|
6,552
|
|
|
6,516
|
|
|||
Paid or written off
|
(1,404
|
)
|
|
(7,030
|
)
|
|
(8,434
|
)
|
|||
Adjustments
|
(213
|
)
|
|
—
|
|
|
(213
|
)
|
|||
Balance at June 27, 2015
|
$
|
228
|
|
|
$
|
484
|
|
|
$
|
712
|
|
Current portion
|
228
|
|
|
484
|
|
|
712
|
|
|||
Non-current portion
|
—
|
|
|
—
|
|
|
—
|
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
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
|
)
|
|
|
June 27, 2015
|
||
|
|
(Thousands)
|
||
Principal value of the liability component
|
|
$
|
65,000
|
|
Unamortized value of the debt discount and issuance costs
|
|
(3,754
|
)
|
|
Net carrying value of the liability component
|
|
$
|
61,246
|
|
|
|
|
•
|
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
|
•
|
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
.
|
|
Year Ended
|
||||||
|
June 28, 2014
|
|
June 29, 2013
|
||||
|
(Thousands)
|
||||||
Service cost
|
$
|
703
|
|
|
$
|
3,291
|
|
Interest cost
|
169
|
|
|
722
|
|
||
Expected return on plan assets
|
(279
|
)
|
|
(1,197
|
)
|
||
Net amortization
|
76
|
|
|
369
|
|
||
Net periodic pension cost
|
$
|
669
|
|
|
$
|
3,185
|
|
|
June 27, 2015
|
|
June 28, 2014
|
||||
|
(Thousands)
|
||||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation, beginning of period
|
$
|
8,287
|
|
|
$
|
8,084
|
|
Service cost
|
693
|
|
|
963
|
|
||
Interest cost
|
69
|
|
|
95
|
|
||
Benefits paid
|
(580
|
)
|
|
(674
|
)
|
||
Decrease in obligation in connection with the sale of the Komoro Business
|
(1,974
|
)
|
|
—
|
|
||
Actuarial (gain) loss on obligation
|
(60
|
)
|
|
22
|
|
||
Change in methodology used to estimate the actuarial present value of accumulated plan benefits
|
(471
|
)
|
|
—
|
|
||
Currency translation adjustment
|
(1,147
|
)
|
|
(203
|
)
|
||
Projected benefit obligation, end of period
|
$
|
4,817
|
|
|
$
|
8,287
|
|
Amounts recognized in consolidated balance sheets:
|
|
|
|
||||
Accrued expenses and other liabilities:
|
|
|
|
||||
Underfunded pension liability
|
$
|
273
|
|
|
$
|
129
|
|
Other non-current liabilities:
|
|
|
|
||||
Underfunded pension liability
|
$
|
4,544
|
|
|
$
|
8,186
|
|
Amounts recognized in accumulated other comprehensive income, net of tax:
|
|
|
|
||||
Pension adjustment
|
$
|
(182
|
)
|
|
$
|
414
|
|
Accumulated benefit obligation, end of period
|
$
|
4,817
|
|
|
$
|
7,776
|
|
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands)
|
||||||||||
Service cost
|
$
|
693
|
|
|
$
|
963
|
|
|
$
|
1,059
|
|
Interest cost
|
69
|
|
|
95
|
|
|
135
|
|
|||
Net amortization
|
35
|
|
|
62
|
|
|
74
|
|
|||
Net periodic pension cost
|
$
|
797
|
|
|
$
|
1,120
|
|
|
$
|
1,268
|
|
|
June 27, 2015
|
|
June 28, 2014
|
||
Discount rate
|
1.1
|
%
|
|
1.2
|
%
|
Salary increase rate
|
2.2
|
%
|
|
2.2
|
%
|
Expected average remaining working life (in years)
|
13.8
|
|
|
14.1
|
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands)
|
||||||||||
Warranty provision—beginning of period
|
$
|
4,672
|
|
|
$
|
4,670
|
|
|
$
|
2,599
|
|
Fair value of warranties assumed in acquisitions
|
—
|
|
|
—
|
|
|
5,537
|
|
|||
Warranties issued
|
1,430
|
|
|
2,207
|
|
|
3,240
|
|
|||
Warranties utilized or expired
|
(2,709
|
)
|
|
(3,629
|
)
|
|
(6,369
|
)
|
|||
Currency translation and other adjustments
|
(461
|
)
|
|
1,424
|
|
|
(337
|
)
|
|||
Warranty provision—end of period
|
$
|
2,932
|
|
|
$
|
4,672
|
|
|
$
|
4,670
|
|
|
Capital Leases
|
||
|
(Thousands)
|
||
Fiscal Year Ending:
|
|
||
2016
|
3,487
|
|
|
2017
|
1,294
|
|
|
2018
|
68
|
|
|
2019
|
25
|
|
|
2020
|
24
|
|
|
Thereafter
|
85
|
|
|
Total minimum lease payments
|
4,983
|
|
|
Less amount representing interest
|
(236
|
)
|
|
Present value of capitalized payments
|
4,747
|
|
|
Less: current portion
|
(3,580
|
)
|
|
Long-term portion
|
$
|
1,167
|
|
|
Operating
Lease Payments |
|
Sublease
Income |
||||
|
(Thousands)
|
||||||
Fiscal Year:
|
|
||||||
2016
|
$
|
8,006
|
|
|
$
|
(370
|
)
|
2017
|
7,776
|
|
|
(210
|
)
|
||
2018
|
7,637
|
|
|
(100
|
)
|
||
2019
|
7,424
|
|
|
(90
|
)
|
||
2020
|
6,123
|
|
|
(90
|
)
|
||
Thereafter
|
52,641
|
|
|
—
|
|
||
|
$
|
89,607
|
|
|
$
|
(860
|
)
|
|
Warrants
Outstanding |
|
Weighted-
Average Exercise Price |
|||
|
(Thousands)
|
|
|
|||
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 and June 27, 2015
|
—
|
|
|
$
|
—
|
|
|
June 27, 2015
|
|
June 28, 2014
|
||||
|
(Thousands)
|
||||||
Currency translation adjustments
|
$
|
41,351
|
|
|
$
|
46,490
|
|
Unrealized loss on marketable securities
|
—
|
|
|
(209
|
)
|
||
Adjustment for Switzerland and Japan defined benefit plans
|
175
|
|
|
(417
|
)
|
||
|
$
|
41,526
|
|
|
$
|
45,864
|
|
|
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 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
|
|
||
Increase in share reserve
|
6,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Granted
|
(4,279
|
)
|
|
164
|
|
|
1.79
|
|
|
3,215
|
|
|
1.49
|
|
||
Exercised or released
|
—
|
|
|
(25
|
)
|
|
1.70
|
|
|
(2,490
|
)
|
|
2.63
|
|
||
Canceled or forfeited
|
1,497
|
|
|
(914
|
)
|
|
12.64
|
|
|
(453
|
)
|
|
2.70
|
|
||
Balances at June 27, 2015
|
8,921
|
|
|
3,381
|
|
|
$
|
7.07
|
|
|
4,545
|
|
|
$
|
1.80
|
|
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Life |
|
Aggregate
Intrinsic Value |
|||||
|
(Thousands)
|
|
|
|
(Years)
|
|
(Thousands)
|
|||||
Options and SARs exercisable at June 27, 2015
|
2,953
|
|
|
$
|
7.80
|
|
|
4.1
|
|
$
|
68
|
|
Options and SARs outstanding at June 27, 2015
|
3,381
|
|
|
$
|
7.07
|
|
|
4.7
|
|
$
|
196
|
|
|
Year Ended
|
|||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
|||
Stock options:
|
|
|
|
|
|
|||
Expected life
|
5.3 years
|
|
|
5.3 years
|
|
|
5.1 years
|
|
Risk-free interest rate
|
1.6
|
%
|
|
1.6
|
%
|
|
0.7
|
%
|
Volatility
|
76.9
|
%
|
|
77.3
|
%
|
|
82.9
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
Purchase rights under ESPP:
|
|
|
|
|
|
|||
Expected life
|
N/A
|
|
|
N/A
|
|
|
0.5 years
|
|
Risk-free interest rate
|
N/A
|
|
|
N/A
|
|
|
0.1
|
%
|
Volatility
|
N/A
|
|
|
N/A
|
|
|
67.0
|
%
|
Dividend yield
|
N/A
|
|
|
N/A
|
|
|
—
|
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands)
|
||||||||||
Stock-based compensation by category of expense:
|
|
|
|
|
|
||||||
Cost of revenues
|
$
|
1,801
|
|
|
$
|
1,001
|
|
|
$
|
1,627
|
|
Research and development
|
1,515
|
|
|
1,039
|
|
|
1,488
|
|
|||
Selling, general and administrative
|
2,848
|
|
|
3,983
|
|
|
2,984
|
|
|||
Restructuring, acquisition and related costs
|
—
|
|
|
—
|
|
|
277
|
|
|||
|
$
|
6,164
|
|
|
$
|
6,023
|
|
|
$
|
6,376
|
|
Stock-based compensation by type of award:
|
|
|
|
|
|
||||||
Stock options
|
$
|
390
|
|
|
$
|
983
|
|
|
$
|
2,450
|
|
Restricted stock awards
|
5,670
|
|
|
5,206
|
|
|
3,424
|
|
|||
Purchase rights under ESPP
|
—
|
|
|
—
|
|
|
531
|
|
|||
Inventory adjustment to cost of revenues
|
104
|
|
|
(166
|
)
|
|
(29
|
)
|
|||
|
$
|
6,164
|
|
|
$
|
6,023
|
|
|
$
|
6,376
|
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands)
|
||||||||||
Domestic
|
$
|
(5,725
|
)
|
|
$
|
(22,197
|
)
|
|
$
|
685
|
|
Foreign
|
(42,181
|
)
|
|
(89,293
|
)
|
|
(120,954
|
)
|
|||
|
$
|
(47,906
|
)
|
|
$
|
(111,490
|
)
|
|
$
|
(120,269
|
)
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Domestic
|
$
|
(5
|
)
|
|
$
|
49
|
|
|
$
|
(156
|
)
|
Foreign
|
543
|
|
|
2,873
|
|
|
1,564
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Domestic
|
—
|
|
|
(13,054
|
)
|
|
(1,513
|
)
|
|||
Foreign
|
(210
|
)
|
|
767
|
|
|
131
|
|
|||
|
$
|
328
|
|
|
$
|
(9,365
|
)
|
|
$
|
26
|
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands)
|
||||||||||
Tax benefit at U.S. federal statutory rate
|
$
|
(16,288
|
)
|
|
$
|
(37,907
|
)
|
|
$
|
(40,890
|
)
|
Tax benefit at state statutory rate
|
(487
|
)
|
|
(999
|
)
|
|
(3,404
|
)
|
|||
Permanent adjustments
|
1,815
|
|
|
1,165
|
|
|
(29,746
|
)
|
|||
Foreign rate differential
|
11,635
|
|
|
21,666
|
|
|
33,010
|
|
|||
Change in valuation allowance
|
4,165
|
|
|
18,286
|
|
|
40,027
|
|
|||
Non-deductible goodwill impairment loss
|
—
|
|
|
—
|
|
|
4,018
|
|
|||
Intraperiod tax allocation
|
—
|
|
|
(13,054
|
)
|
|
(1,513
|
)
|
|||
Other
|
(512
|
)
|
|
1,478
|
|
|
(1,476
|
)
|
|||
Provision for (benefit from) income taxes
|
$
|
328
|
|
|
$
|
(9,365
|
)
|
|
$
|
26
|
|
|
June 27, 2015
|
|
June 28, 2014
|
||||
|
(Thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
245,070
|
|
|
$
|
254,483
|
|
Depreciation and capital losses
|
44,454
|
|
|
47,453
|
|
||
Capitalized research and development
|
14,770
|
|
|
15,999
|
|
||
Inventory valuation
|
5,730
|
|
|
14,074
|
|
||
Accruals and reserves
|
11,637
|
|
|
10,525
|
|
||
Tax credit carryforwards
|
5,586
|
|
|
3,579
|
|
||
Stock-based compensation
|
2,099
|
|
|
2,902
|
|
||
Other asset impairments
|
1,998
|
|
|
2,011
|
|
||
Deferred tax assets
|
331,344
|
|
|
351,026
|
|
||
Valuation allowance
|
(330,375
|
)
|
|
(346,949
|
)
|
||
Total deferred tax assets
|
969
|
|
|
4,077
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Acquired intangibles
|
(969
|
)
|
|
(4,077
|
)
|
||
Withholding tax
|
(138
|
)
|
|
(339
|
)
|
||
Total deferred tax liabilities
|
(1,107
|
)
|
|
(4,416
|
)
|
||
Net deferred tax assets
|
$
|
(138
|
)
|
|
$
|
(339
|
)
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
|
|
(Thousands)
|
|
|
||||||
Balance at beginning of period
|
$
|
4,164
|
|
|
$
|
8,016
|
|
|
$
|
7,248
|
|
Additions for tax positions related to the current year
|
232
|
|
|
522
|
|
|
1,851
|
|
|||
Additions for tax positions related to prior years
|
759
|
|
|
606
|
|
|
130
|
|
|||
Reductions for tax positions related to prior years
|
(473
|
)
|
|
(741
|
)
|
|
(1,055
|
)
|
|||
Lapse of the applicable statute of limitations
|
(624
|
)
|
|
(4,239
|
)
|
|
(158
|
)
|
|||
Balance at end of period
|
$
|
4,058
|
|
|
$
|
4,164
|
|
|
$
|
8,016
|
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands)
|
||||||||||
China
|
$
|
105,516
|
|
|
$
|
101,889
|
|
|
$
|
113,203
|
|
United States
|
54,017
|
|
|
41,047
|
|
|
36,106
|
|
|||
Malaysia
|
47,335
|
|
|
46,997
|
|
|
41,825
|
|
|||
Mexico
|
40,900
|
|
|
33,483
|
|
|
26,045
|
|
|||
Germany
|
25,825
|
|
|
66,611
|
|
|
56,874
|
|
|||
Italy
|
25,034
|
|
|
20,323
|
|
|
20,122
|
|
|||
Japan
|
8,417
|
|
|
35,295
|
|
|
51,534
|
|
|||
Thailand
|
3,676
|
|
|
9,166
|
|
|
15,251
|
|
|||
Rest of world
|
30,556
|
|
|
36,060
|
|
|
43,669
|
|
|||
|
$
|
341,276
|
|
|
$
|
390,871
|
|
|
$
|
404,629
|
|
|
Long-lived Tangible Assets
|
|
Total Assets
|
||||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 27, 2015
|
|
June 28, 2014
|
||||||||
|
(Thousands)
|
||||||||||||||
United States
|
$
|
1,581
|
|
|
$
|
2,980
|
|
|
$
|
109,818
|
|
|
$
|
53,120
|
|
United Kingdom
|
6,965
|
|
|
6,408
|
|
|
81,813
|
|
|
120,400
|
|
||||
Japan
|
16,698
|
|
|
26,216
|
|
|
74,191
|
|
|
107,597
|
|
||||
China
|
8,046
|
|
|
5,671
|
|
|
24,809
|
|
|
43,102
|
|
||||
Rest of world
|
8,476
|
|
|
9,493
|
|
|
35,253
|
|
|
41,466
|
|
||||
|
$
|
41,766
|
|
|
$
|
50,768
|
|
|
$
|
325,884
|
|
|
$
|
365,685
|
|
|
Year Ended
|
||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
June 29, 2013
|
||||||
|
(Thousands)
|
||||||||||
100 Gb/s transmission modules
|
$
|
119,276
|
|
|
$
|
78,552
|
|
|
$
|
42,241
|
|
40 Gb/s transmission modules
|
74,520
|
|
|
98,891
|
|
|
100,521
|
|
|||
10 Gb/s and lower transmission modules
|
138,116
|
|
|
183,522
|
|
|
236,034
|
|
|||
Industrial and consumer
|
9,364
|
|
|
29,906
|
|
|
25,833
|
|
|||
|
$
|
341,276
|
|
|
$
|
390,871
|
|
|
$
|
404,629
|
|
|
Quarter Ended
|
||||||||||||||
|
June 27,
2015 |
|
March 28,
2015 |
|
December 27,
2014 |
|
September 27,
2014 |
||||||||
|
(Thousands)
|
||||||||||||||
Revenues
|
$
|
82,192
|
|
|
$
|
83,023
|
|
|
$
|
86,820
|
|
|
$
|
89,241
|
|
Cost of revenues
|
66,319
|
|
|
70,323
|
|
|
73,054
|
|
|
74,832
|
|
||||
Gross profit
|
15,873
|
|
|
12,700
|
|
|
13,766
|
|
|
14,409
|
|
||||
Operating expenses
|
26,683
|
|
|
26,082
|
|
|
17,572
|
|
|
31,872
|
|
||||
Other income (expense), net
|
(3,110
|
)
|
|
2,659
|
|
|
(435
|
)
|
|
(1,559
|
)
|
||||
Loss from continuing operations before income taxes
|
(13,920
|
)
|
|
(10,723
|
)
|
|
(4,241
|
)
|
|
(19,022
|
)
|
||||
Income tax (benefit) provision
|
(51
|
)
|
|
(537
|
)
|
|
(38
|
)
|
|
954
|
|
||||
Loss from continuing operations
|
(13,869
|
)
|
|
(10,186
|
)
|
|
(4,203
|
)
|
|
(19,976
|
)
|
||||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(8,080
|
)
|
|
(378
|
)
|
||||
Net loss
|
(13,869
|
)
|
|
(10,186
|
)
|
|
(12,283
|
)
|
|
(20,354
|
)
|
||||
Basic and diluted net loss per share:
|
|
|
|
|
|
|
|
||||||||
Loss per share from continuing operations
|
$
|
(0.13
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.19
|
)
|
Loss per share from discontinued operations
|
—
|
|
|
—
|
|
|
(0.07
|
)
|
|
—
|
|
||||
Basic and diluted net loss per share
|
$
|
(0.13
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.19
|
)
|
Shares used in computing net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
109,122
|
|
|
108,357
|
|
|
107,849
|
|
|
107,249
|
|
||||
Diluted
|
109,122
|
|
|
108,357
|
|
|
107,849
|
|
|
107,249
|
|
|
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 income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
106,287
|
|
|
105,487
|
|
|
93,204
|
|
|
90,966
|
|
||||
Diluted
|
106,287
|
|
|
105,487
|
|
|
93,204
|
|
|
90,966
|
|
|
Allowance for
Doubtful Accounts |
|
Allowance for
Sales Returns |
||||
|
(Thousands)
|
||||||
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
|
|
||
Additions charged to cost, expenses or revenues
|
41
|
|
|
—
|
|
||
Deductions, write-offs and adjustments
|
24
|
|
|
(579
|
)
|
||
Balance at June 27, 2015
|
$
|
2,815
|
|
|
$
|
—
|
|
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 (1)
|
|
Master Separation Agreement, dated August 5, 2014, entered into by Oclaro Japan, Inc., Ushio Opto Semiconductors, Inc., and Ushio, Inc. (previously filed as Exhibit 2.4 to Registrant's Annual Report on Form 10-K on September 10, 2014 and incorporated herein by reference).
|
3.1
|
|
Amended and Restated By-Laws of Oclaro, Inc. (previously filed as Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on October 29, 2014 and incorporated 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.)
|
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 (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.)
|
10.6
|
|
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.)
|
10.7 (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.)
|
10.8 (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.)
|
10.9
|
|
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.)
|
10.10 (2)
|
|
Offer Letter of Adam Carter, Chief Commercial Officer, dated June 12, 2014 (previously filed as Exhibit 10.27 to Registrant's Annual Report on Form 10-K filed on September 10, 2014 and incorporated herein by reference.)
|
10.11 (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.)
|
10.12 (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.)
|
10.13 (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.)
|
10.14 (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.)
|
10.15 (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.)
|
10.16 (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.)
|
10.17 (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.)
|
10.18 (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.)
|
10.19 (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.)
|
10.20 (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.)
|
10.21 (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.)
|
10.22 (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.)
|
10.23 (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.)
|
10.24 (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.)
|
10.25
|
|
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.)
|
10.26
|
|
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.)
|
10.27
|
|
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.)
|
10.28
|
|
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.)
|
10.29
|
|
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.)
|
10.30 (2)
|
|
Form of Amended and Restated Indemnification Agreement between Oclaro, Inc. and its directors and executive officers (previously filed as Exhibit 10.58 to Registrant's Quarterly Report on Form 10-Q filed on November 6, 2014 and incorporated herein by reference.)
|
10.31 (2)
|
|
Oclaro, Inc. Fourth Amended and Restated Long-Term Stock Incentive Plan, Form of Restricted Stock Agreement for Directors (previously filed as Exhibit 10.59 to Registrant's Quarterly Report on Form 10-Q filed on November 6, 2014 and incorporated herein by reference.)
|
10.32 (2)
|
|
Oclaro, Inc. Fourth Amended and Restated Long-Term Stock Incentive Plan, Form of Restricted Stock Agreement (previously filed as Exhibit 10.60 to Registrant's Quarterly Report on Form 10-Q filed on November 6, 2014 and incorporated herein by reference.)
|
10.33 (2)
|
|
Oclaro, Inc. Fourth Amended and Restated Long-Term Stock Incentive Plan, Form of Restricted Stock Unit Agreement (previously filed as Exhibit 10.61 to Registrant's Quarterly Report on Form 10-Q filed on November 6, 2014 and incorporated herein by reference.)
|
10.34 (2)
|
|
Oclaro, Inc. Fourth Amended and Restated Long-Term Stock Incentive Plan, Form of Stock Option Agreement (previously filed as Exhibit 10.62 to Registrant's Quarterly Report on Form 10-Q filed on November 6, 2014 and incorporated herein by reference.)
|
10.35 (2)
|
|
Oclaro, Inc. Fourth Amended and Restated Long-Term Stock Incentive Plan, Form of Performance Stock Unit Agreement (previously filed as Exhibit 10.63 to Registrant's Quarterly Report on Form 10-Q filed on November 6, 2014 and incorporated herein by reference.)
|
10.36
|
|
Settlement Agreement, dated December 30, 2014, entered into by Oclaro Technology Limited, II-VI Incorporated and II-VI Holdings B.V. (previously filed as Exhibit 10.64 to Registrant's Quarterly Report on Form 10-Q filed on February 5, 2015 and incorporated herein by reference.)
|
10.37 (2)
|
|
Offer Letter of Lisa Paul, Executive Vice President, Human Resources, dated October 8, 2014 (previously filed as Exhibit 10.65 to Registrant's Quarterly Report on Form 10-Q filed on February 5, 2015 and incorporated herein by reference.)
|
10.38 (2)
|
|
Oclaro, Inc. Fifth Amended and Restated 2001 Long-Term Stock Incentive Plan (previously filed as Annex A to our Proxy Statement for our 2014 Annual Meeting of Stockholders on November 14, 2014 and incorporated herein by reference.)
|
10.39 (2)
|
|
Oclaro, Inc. Fifth Amended and Restated 2001 Long-Term Stock Incentive Plan, Form of Restricted Stock Unit Agreement (previously filed as Exhibit 10.67 to Registrant's Quarterly Report on Form 10-Q filed on February 5, 2015 and incorporated herein by reference.)
|
10.40 (2)
|
|
Oclaro, Inc. Fifth Amended and Restated 2001 Long-Term Stock Incentive Plan, Form of Stock Option Agreement (previously filed as Exhibit 10.68 to Registrant's Quarterly Report on Form 10-Q filed on February 5, 2015 and incorporated herein by reference.)
|
10.41 (2)
|
|
Oclaro, Inc. Fifth Amended and Restated 2001 Long-Term Stock Incentive Plan, Form of Performance Stock Unit Agreement (previously filed as Exhibit 10.69 to Registrant's Quarterly Report on Form 10-Q filed on February 5, 2015 and incorporated herein by reference.)
|
10.42 (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.)
|
10.43
|
|
Purchase Agreement, dated February 12, 2015, between Oclaro, Inc. and Jefferies LLC (previously filed as Exhibit 10.70 to Registrant's Quarterly Report on Form 10-Q filed on May 7, 2015 and incorporated herein by reference.)
|
10.44
|
|
Indenture, dated February 19, 2015, between Oclaro, Inc. and U.S. Bank National Association, as Trustee (previously filed as Exhibit 10.71 to Registrant's Quarterly Report on Form 10-Q filed on May 7, 2015 and incorporated herein by reference.)
|
10.45
|
|
Registration Rights Agreement, dated February 19, 2015, between Oclaro, Inc. and Jefferies LLC (previously filed as Exhibit 10.72 to Registrant's Quarterly Report on Form 10-Q filed on May 7, 2015 and incorporated herein by reference.)
|
10.46
|
|
Consent and First Loan Modification Agreement, dated February 19, 2015, between Oclaro, Inc., Oclaro Technology Limited and Silicon Valley Bank (previously filed as Exhibit 10.73 to Registrant's Quarterly Report on Form 10-Q filed on May 7, 2015 and incorporated herein by reference.)
|
10.47 (3)
|
|
Lease dated April 21, 2015, by and among Oclaro Technology (Shenzhen) Co., Ltd. and Shenzhen Fangdao Technology Co., Ltd. for the premises at No. 2, Phoenix Road, Futian Free Trade Zone, Shenzhen, China.
|
10.48 (3)
|
|
Supplemental Lease dated April 21, 2015, by and among Oclaro Technology (Shenzhen) Co., Ltd. and Shenzhen Fangdao Technology Co., Ltd. for the premises at No. 2, Phoenix Road, Futian Free Trade Zone, Shenzhen, China.
|
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.
|
1.
|
The floor area of floor 1 AB1C2 D section is 2940.24 square meters;
|
2.
|
The floor area of floor 3 is 3598.77 square meters; and
|
3.
|
The floor area of the floor 4 is 3598.77 square meters.
|
1.
|
From April
21
, 2015 to May 31, 2015, Party B shall pay to Party A the monthly rental in amount of RMB 32.18 per square meter calculated by floor area;
|
2.
|
From June 1st, 2015 to May 31st, 2016, Party B shall pay to Party A the monthly rental in amount of RMB 34.76 per square meter calculated by floor area;
|
3.
|
From June 1st, 2016 to May 31st, 2017, Party B shall pay to Party A the monthly rental in amount of RMB 53 per square meter calculated by floor area;
|
4.
|
From June 1st, 2017 to May 31, 2018, Party B shall pay to Party A the monthly rental in amount of RMB 56.18 per square meter calculated by floor area;
|
5.
|
From June 1st, 2018 to June 30th, 2019, Party B shall pay to Party A the monthly rental in amount of RMB 59.55 per square meter calculated by floor area.
|
第1条
|
租金及租赁保证金支付
|
1.
|
Standard of Real Estate Management Fee. Depending on the services selected by Party B, the service fees will be paid according to attached list of real estate management fees (Appendix 4, 1 page in total), by the actual leased and used floor area each month, and Party B shall provide service according to the items selected.
|
2.
|
Payment of Real Estate Management Fee. Party A shall pay the monthly real estate management fee of current month and the fees and charges of water and electricity of last month by the 20th day each calendar month. Before such payment, Party B shall provide invoice of real estate management fee, receipt of fees and charges of water and electricity, and detailed use list of water and electricity. In case of Party B’s failure of such, Party A has the right to postpone the payment of such fees and charges.
|
3.
|
Party A shall transfer real estate management fee, water charge, electricity charge, and any other fees or charges to Party B’s bank account below. Party B shall notify Party A of its change of bank account in written form, or Party B shall be on its own responsibility for the losses hereby suffered.
|
1.
|
Each Party shall pay its taxes incurred from the performance of the lease contract according to the applicable laws and regulations.
|
2.
|
During the lease term, payment of house property taxes and the land use taxes incurred on the premises shall be borne solely by Party A.
|
1.
|
During the lease term, Party B has the right to acquire and install ancillary facilities and equipment needed for production and make necessary decoration, including but not limited to creating indoor compartments and installing, adding, dismantling and modifying equipment, facilities, circuits, hanging objects, symbols, signs, etc. Party B shall submit the plan for any decoration or addition of ancillary facilities and equipment (in clouding the construction drawing and list of addition) in written form to Party A for documentation. After receiving the written consents of Party A, Party B may commence the construction. All risks and liabilities shall be borne by Party B during the decoration. Party B may not damage or change the main structure of the premises, the facilities, equipment and related ancillary facilities owned by Party A. During the term of this Supplemental Contract, Party A may not compensate any decoration expenses when Party B terminates this contract in advance or this contract expires.
|
2.
|
Addition and decoration under paragraph 1 of this Article shall automatically be regarded as the property of Party B. Party A shall not charge Party B any additional fees and rental in respect of such addition and decoration.
|
3.
|
Unless Party B’s activities under paragraph 1 of this article violate the prohibitive provisions of laws and regulations, such activities shall be considered as normal use of the premises and internal facilities in accordance with the lease contract, and Party A shall not impose any limitation or intervention.
|
1.
|
During the lease term, Party A shall be responsible for the repair, maintenance and replacement of the main structure of the premises, falling off of external wall tiles, water seepage of the external walls (except for the second floor), and shall be liable for all the expense thereof, provided that such problems are caused by Party B.
|
2.
|
During the lease term, where the main structure of the premises needs to be repaired, Party A shall carry out the repair within 48 hours after the receipt of Party B’s written notice. In case of Party A’s failure to repair within the said time period, Party B has the right to repair on its own or entrust a third party with such repair, and expenses involved shall be covered by Party A, which may be deducted from the rental to be paid to Party A by Party B.
|
1.
|
Subject to relevant laws and regulations, with a written consent of Party A, Party B may place Party B’s logos and signs for free on the designated areas and external walls of the premises for promotion or exhibition. Party B may also use the affiliated sites of the premises for free (including but not limited to parking lot and/or roof terrace), for purposes including but not limited advertising, exhibition, operation or otherwise.
|
2.
|
If license for installing signboard is required in accordance with relevant laws and regulations, Party A shall assist Party B to obtain the license for installing the signboard from the relevant government departments.
|
3.
|
When placing logos or signs on external walls of premises, Party A or any other lessees shall notify Party B when they intend to place logos or signs on external walls of premises and obtain Party B’s consent, provided that such logos and signs shall not impair the image of the premises.
|
1.
|
Party A confirms that any sale or transfer of the premises intended by Party A to any third party or parties, or otherwise disposal of all or part of the ownership of the premises to any third party or parties, shall notify Party B i, and the evidence of conditions of purchase given by the third party shall be shown to Party B. Party B has preemptive right to purchase the premises under equal terms and conditions. If Party B exercises such right, a written notice should be given to Party A within 25 days after receiving Party A's notice. If overdue, it shall be considered as abandon of the preemptive right.
|
2.
|
If Party B abandons preemptive right, then a written guarantee that the buyer or the assignee continue to perform all obligations and responsibilities under the Lease Contract shall be submitted by Party A to Party B before the sale or transfer of the premises. If Party A violates this commitment, Party A shall return the deposit paid by Party B to Party A according to Article 4, and pay the same amount to Party B as compensation. Party B has the right to directly deduct the aforesaid deposit from the rental payable to Party A, the buyer, or the assignee. Party A shall bear other losses of Party B arising from such breach of commitment.
|
3.
|
Party A confirms that a mortgage is set up on the premises and its land use right before and on the signing date of the lease contract, and that the mortgage, of which the registration number is 2D13013379, expires on June 14, 2016. Party A shall guarantee that, when Party A needs to mortgage the premises to a new mortgagee after this mortgage expires, it shall notify Party B in written form. And Party A shall inform the mortgagee of the lease contract, and that the new mortgagee under no circumstances shall interfere with Party B’s possession, control, and use of the premises during the term of the lease. If Party A fails to notify Party B of the premises’ mortgage to a new mortgagee, Party A shall bear losses of Party B arising from such situation, if any.
|
(I)
|
Statement and Guarantee of Party A
|
1.
|
Party A is entitled to visit the premises once a month with the company of Party B’s personnel throughout the whole visit (no more than 2 hours at a time) after notifying Party B in advance, and shall not affect the normal production and operation of Party B. Apart from this visit, Party A or any personnel assigned by Party A shall not enter the premises unless with the consent of Party A, but Party B shall ensure the legitimate usage of the premises and no losses to Party A shall be caused therefrom. For the purpose of protecting the business secret of Party B, Party A shall not take pictures or record video during visit. Provided that Party A has any question about the conditions and usage of the premises, Party A shall communicate with Party B as soon as possible for a solution, and confirm the result of visit and the solution approved by both parties in writing.
|
2.
|
During the lease Term, Party A shall ensure that no hazardous and harmful substance or pollutant shall be generated, no noise above 80 decibels shall be produced (except for decoration) by other lessees (except for the second floor), and no items stalled shall exceed the load-bearing of the building to cause potential safety hazard, and that no other lease shall affect the normal operation of Party B.
|
3.
|
Party A shall ensure that the main structure of the premises meets the actual use demand of Party B during the lease term.
|
4.
|
Both parties shall register the lease contract at local Housing Lease Management Office for record within 15 days of execution.
|
5.
|
Party A shall pay taxes and fees of the tenancy according to relevant laws and regulations.
|
6.
|
During the lease Term, Party B shall aggregate and report the equipment and facilities bought in the past year to Party A on January 15th each calendar year. Party A shall not deliberately refuse Party B to place the equipment and facilities bought in the premises without due cause.
|
7.
|
Party A promises that all new lessees are for the non-productive industrial purposes only (subject to business scope in the industrial and commercial registration).
|
(II)
|
Statement and Guarantee of Party B
|
1.
|
Party B shall guarantee the usage of the premises is compliance with relevant laws and regulations, and that the potential pollution and noise in the usage of the premises is compliance with the relevant environmental regulations.
|
2.
|
Party B shall store documents and other legal items as required by relevant laws and regulations, and avoid the administrative punishment of government sectors (including but not limited to security, labor, health, environmental protection, tax administration, industry and commerce, etc.).
|
3.
|
Party B shall guarantee to dispose garbage and waste (including hazardous chemicals and biohazard, inflammable, explosive, and radioactive waste and other waste which needs special disposal) in accordance with the relevant laws and regulations.
|
4.
|
Party B shall agree and guarantee that the equipment and facilities which have been bought, installed, and placed in the premises from the commencement of the lease will not destroy, alter, or affect the main structure of the premises.
|
5.
|
Party B shall guarantee the reasonable use of the premises, assume the responsibilities for maintenance, repair and replacement of the premises within its remits in time, and promptly notify Party A the damage of the premises and prevent further damage.
|
1.
|
Party B is entitled to notify Party A to rectify relevant conducts in writing within 15 days under any of the following circumstances. If Party A fails to make rectification within time period aforesaid, Party B is entitled to terminate lease unilaterally.
|
2.
|
Party A is entitled to notify Party B to rectify relevant conducts in writing within 15 days under any of the following circumstances. If Party B fails to make rectification within time period aforesaid, Party A is entitled to terminate the Lease Contract unilaterally:
|
1.
|
Upon the expiration or termination of the Lease Contract, Party B shall return the premises within 20 working days after the expiration or the termination (“
vacating period
”). During vacating period, Party B may not need to pay the rental to Party A.
|
2.
|
Upon expiration or termination of the contract, Party B may remove the removable equipment and facilities reconstructed and installed by Party B under the condition of not impairing the structure and overall integrity of the building within the period prescribed in the first paragraph of Article 16. But Party B shall not remove equipment and facilities prescribed in Appendix 1 of Framework Agreement on the Transfer and Leaseback of Industrial Buildings (“
Framework Agreement
”) (Appendix 5: 4 pages in total) signed by Party A and Party B on May 15th, 2012, and Party B assumes no responsibility to restore the premises to the original condition. If Party B deems that the remaining value of installed equipment and facilities is not sufficient to pay all costs incurred in the removal of such equipment and facilities, it may negotiate with Party A. If Party A chooses to purchase the equipment and facilities, it can purchase such based on the contract price at the time of purchase with the consideration of depreciation life.
|
3.
|
In respect of any damages caused by storm, lightning, flood, earthquake, riot, war, natural disaster, or any other force majeure, normal aging, and wear and tear through normal use by Party B, Party B shall assume no liability.
|
1.
|
The Lease Contract constitutes a complete agreement for lease, and it will replace all the oral or written agreements, contracts, supplement agreements, and commitment concerning lease made by and between two parties previously (not including the Framework Agreement and the Service Agreement on property management service fee of Kangsheng Company signed in July of 2014 between the two parties hereto).
|
2.
|
Any modification and supplement of the Lease Contract shall be made in writing and become effective upon the signing and sealing by the authorized representatives of both parties.
|
(I)
|
This Lease Contract shall be governed by the laws of PRC.
Any dispute arising out of or in connection with the Lease Contract shall be settled through friendly negotiation, failing which, any party has the right to submit such dispute to Shenzhen International Arbitration Committee under the rules of arbitration thereof. The arbitration award is final and conclusive, and is binding upon both parties.
|
(II)
|
This Lease Contract shall be effective upon the signature of the two parties hereto, and two parties shall register at competent authorities for record within 15 (fifteen) days of the execution of the Lease Contract.
|
(III)
|
This Lease Contract is executed in quadruplicates, with Party A and Party B holding one copy respectively and the contract registration authority holding one copy, so as the relevant offices, which are equally authentic.
|
(IV)
|
All the titles of this Contract are made for convenient reading, and can be neglected in interpreting.
|
(V)
|
If any conflicts between this Contract and the Supplemental Agreement, the Supplemental Agreement shall prevail.
|
(VI)
|
Place of Signing: Shenzhen
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
June 27, 2015
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: August 28, 2015
|
|
/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 27, 2015
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: August 28, 2015
|
|
/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: August 28, 2015
|
|
/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: August 28, 2015
|
|
/s/ Pete Mangan
|
|
|
Pete Mangan
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|