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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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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 Number)
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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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¨
(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 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 6.
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September 26, 2015
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June 27, 2015
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||||
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(Thousands, except par value)
|
||||||
ASSETS
|
|
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|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
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$
|
105,142
|
|
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$
|
111,840
|
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Restricted cash
|
2,526
|
|
|
3,275
|
|
||
Accounts receivable, net of allowances for doubtful accounts of $2,405 and $2,815 as of September 26, 2015 and June 27, 2015, respectively; and including $999 and $709 due from related parties as of September 26, 2015 and June 27, 2015, respectively
|
78,485
|
|
|
74,815
|
|
||
Inventories
|
67,237
|
|
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66,342
|
|
||
Prepaid expenses and other current assets
|
20,390
|
|
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22,746
|
|
||
Total current assets
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273,780
|
|
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279,018
|
|
||
Property and equipment, net
|
41,511
|
|
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41,766
|
|
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Other intangible assets, net
|
2,306
|
|
|
2,579
|
|
||
Other non-current assets
|
2,514
|
|
|
2,521
|
|
||
Total assets
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$
|
320,111
|
|
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$
|
325,884
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable, including $4,713 and $4,831 due to related parties at September 26, 2015 and June 27, 2015, respectively
|
$
|
51,480
|
|
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$
|
53,133
|
|
Accrued expenses and other liabilities
|
35,625
|
|
|
35,648
|
|
||
Capital lease obligations, current
|
3,667
|
|
|
3,580
|
|
||
Total current liabilities
|
90,772
|
|
|
92,361
|
|
||
Deferred gain on sale-leaseback
|
8,452
|
|
|
8,978
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|
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Convertible notes payable
|
61,449
|
|
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61,246
|
|
||
Capital lease obligations, non-current
|
749
|
|
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1,167
|
|
||
Other non-current liabilities
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9,269
|
|
|
9,132
|
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Total liabilities
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170,691
|
|
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172,884
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock: 1,000 shares authorized; none issued and outstanding
|
—
|
|
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—
|
|
||
Common stock: $0.01 par value per share; 175,000 shares authorized; 110,748
shares issued and outstanding at September 26, 2015 and 109,889 shares issued and outstanding at June 27, 2015
|
1,107
|
|
|
1,099
|
|
||
Additional paid-in capital
|
1,466,382
|
|
|
1,464,567
|
|
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Accumulated other comprehensive income
|
39,633
|
|
|
41,526
|
|
||
Accumulated deficit
|
(1,357,702
|
)
|
|
(1,354,192
|
)
|
||
Total stockholders’ equity
|
149,420
|
|
|
153,000
|
|
||
Total liabilities and stockholders’ equity
|
$
|
320,111
|
|
|
$
|
325,884
|
|
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Three Months Ended
|
||||||
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September 26, 2015
|
|
September 27, 2014
|
||||
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(Thousands, except per share amounts)
|
||||||
Revenues, including $892 and $1,177 from related parties for the three months ended September 26, 2015 and September 27, 2014, respectively
|
$
|
87,550
|
|
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$
|
89,241
|
|
Cost of revenues
|
64,853
|
|
|
74,832
|
|
||
Gross profit
|
22,697
|
|
|
14,409
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
10,945
|
|
|
13,913
|
|
||
Selling, general and administrative
|
13,208
|
|
|
15,414
|
|
||
Amortization of other intangible assets
|
251
|
|
|
418
|
|
||
Restructuring, acquisition and related (income) expense, net
|
32
|
|
|
1,730
|
|
||
Loss on sale of property and equipment
|
213
|
|
|
397
|
|
||
Total operating expenses
|
24,649
|
|
|
31,872
|
|
||
Operating loss
|
(1,952
|
)
|
|
(17,463
|
)
|
||
Other income (expense):
|
|
|
|
||||
Interest income (expense), net
|
(1,276
|
)
|
|
(104
|
)
|
||
Gain (loss) on foreign currency transactions, net
|
504
|
|
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(2,010
|
)
|
||
Other income (expense), net
|
113
|
|
|
555
|
|
||
Total other income (expense)
|
(659
|
)
|
|
(1,559
|
)
|
||
Loss from continuing operations before income taxes
|
(2,611
|
)
|
|
(19,022
|
)
|
||
Income tax provision
|
899
|
|
|
954
|
|
||
Loss from continuing operations
|
(3,510
|
)
|
|
(19,976
|
)
|
||
Loss from discontinued operations, net of tax
|
—
|
|
|
(378
|
)
|
||
Net loss
|
$
|
(3,510
|
)
|
|
$
|
(20,354
|
)
|
Basic and diluted net loss per share:
|
|
|
|
||||
Loss per share from continuing operations
|
$
|
(0.03
|
)
|
|
$
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(0.19
|
)
|
Loss per share from discontinued operations
|
—
|
|
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—
|
|
||
Basic and diluted net loss per share
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$
|
(0.03
|
)
|
|
$
|
(0.19
|
)
|
Shares used in computing net loss per share:
|
|
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|
||||
Basic
|
109,458
|
|
|
107,249
|
|
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Diluted
|
109,458
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|
|
107,249
|
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Three Months Ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
|
(Thousands)
|
||||||
Net loss
|
$
|
(3,510
|
)
|
|
$
|
(20,354
|
)
|
Other comprehensive income (loss):
|
|
|
|
||||
Unrealized loss on marketable securities
|
—
|
|
|
(19
|
)
|
||
Currency translation adjustments
|
(1,883
|
)
|
|
(1,709
|
)
|
||
Pension adjustment, net of tax benefits
|
(10
|
)
|
|
503
|
|
||
Total comprehensive loss
|
$
|
(5,403
|
)
|
|
$
|
(21,579
|
)
|
|
Three Months Ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
|
(Thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(3,510
|
)
|
|
$
|
(20,354
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Amortization of deferred gain on sale-leaseback
|
(223
|
)
|
|
(238
|
)
|
||
Amortization of debt discount and issuance costs in connection with convertible notes payable
|
203
|
|
|
—
|
|
||
Depreciation and amortization
|
4,098
|
|
|
5,122
|
|
||
Stock-based compensation expense
|
1,824
|
|
|
1,286
|
|
||
Other non-cash adjustments
|
213
|
|
|
412
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(4,698
|
)
|
|
2,531
|
|
||
Inventories
|
(1,737
|
)
|
|
(6,603
|
)
|
||
Prepaid expenses and other current assets
|
1,878
|
|
|
(117
|
)
|
||
Other non-current assets
|
(13
|
)
|
|
(6
|
)
|
||
Accounts payable
|
(1,190
|
)
|
|
(1,632
|
)
|
||
Accrued expenses and other liabilities
|
218
|
|
|
13,910
|
|
||
Net cash used in operating activities
|
(2,937
|
)
|
|
(5,689
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(3,826
|
)
|
|
(4,693
|
)
|
||
Transfer from restricted cash
|
676
|
|
|
393
|
|
||
Net cash used in investing activities
|
(3,150
|
)
|
|
(4,300
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock, net
|
9
|
|
|
1
|
|
||
Payments on capital lease obligations
|
(765
|
)
|
|
(1,094
|
)
|
||
Net cash used in financing activities
|
(756
|
)
|
|
(1,093
|
)
|
||
Effect of exchange rate on cash and cash equivalents
|
145
|
|
|
1,418
|
|
||
Net decrease in cash and cash equivalents
|
(6,698
|
)
|
|
(9,664
|
)
|
||
Cash and cash equivalents at beginning of period
|
111,840
|
|
|
98,973
|
|
||
Cash and cash equivalents at end of period
|
$
|
105,142
|
|
|
$
|
89,309
|
|
|
September 26, 2015
|
|
June 27, 2015
|
||||
|
(Thousands)
|
||||||
Cash and cash equivalents:
|
|
||||||
Cash-in-bank
|
$
|
103,467
|
|
|
$
|
110,196
|
|
Money market funds
|
1,675
|
|
|
1,644
|
|
||
|
$
|
105,142
|
|
|
$
|
111,840
|
|
|
September 26, 2015
|
|
June 27, 2015
|
||||
|
(Thousands)
|
||||||
Inventories:
|
|
||||||
Raw materials
|
$
|
20,786
|
|
|
$
|
19,610
|
|
Work-in-process
|
23,377
|
|
|
19,812
|
|
||
Finished goods
|
23,074
|
|
|
26,920
|
|
||
|
$
|
67,237
|
|
|
$
|
66,342
|
|
|
September 26, 2015
|
|
June 27, 2015
|
||||
|
(Thousands)
|
||||||
Property and equipment, net:
|
|
||||||
Buildings and improvements
|
$
|
11,687
|
|
|
$
|
11,837
|
|
Plant and machinery
|
35,161
|
|
|
33,603
|
|
||
Fixtures, fittings and equipment
|
5,328
|
|
|
4,785
|
|
||
Computer equipment
|
12,179
|
|
|
12,401
|
|
||
|
64,355
|
|
|
62,626
|
|
||
Less: Accumulated depreciation
|
(22,844
|
)
|
|
(20,860
|
)
|
||
|
$
|
41,511
|
|
|
$
|
41,766
|
|
|
Core and
Current Technology |
|
Development
and Supply Agreements |
|
Customer
Relationships |
|
Patent
Portfolio |
|
Other
Intangibles |
|
Amortization
|
|
Total
|
||||||||||||||
|
(Thousands)
|
||||||||||||||||||||||||||
Balance at June 27, 2015
|
$
|
6,249
|
|
|
$
|
4,595
|
|
|
$
|
2,402
|
|
|
$
|
915
|
|
|
$
|
3,338
|
|
|
$
|
(14,920
|
)
|
|
$
|
2,579
|
|
Amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(251
|
)
|
|
(251
|
)
|
|||||||
Translations and adjustments
|
(2
|
)
|
|
(19
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|||||||
Balance at September 26, 2015
|
$
|
6,247
|
|
|
$
|
4,576
|
|
|
$
|
2,401
|
|
|
$
|
915
|
|
|
$
|
3,338
|
|
|
$
|
(15,171
|
)
|
|
$
|
2,306
|
|
|
September 26, 2015
|
|
June 27, 2015
|
||||
|
(Thousands)
|
||||||
Accrued expenses and other liabilities:
|
|
||||||
Trade payables
|
$
|
6,736
|
|
|
$
|
5,250
|
|
Compensation and benefits related accruals
|
13,138
|
|
|
11,298
|
|
||
Warranty accrual
|
3,168
|
|
|
2,932
|
|
||
Accrued restructuring, current
|
392
|
|
|
712
|
|
||
Purchase commitments in excess of future demand, current
|
3,015
|
|
|
3,162
|
|
||
Other accruals
|
9,176
|
|
|
12,294
|
|
||
|
$
|
35,625
|
|
|
$
|
35,648
|
|
|
Lease Cancellations,
Commitments and
Other Charges
|
|
Termination
Payments to
Employees and
Related Costs
|
|
Total Accrued
Restructuring Charges
|
||||||
|
(Thousands)
|
||||||||||
Balance at June 27, 2015
|
$
|
228
|
|
|
$
|
484
|
|
|
$
|
712
|
|
Charged to restructuring costs
|
—
|
|
|
259
|
|
|
259
|
|
|||
Paid or other adjustments
|
(95
|
)
|
|
(484
|
)
|
|
(579
|
)
|
|||
Balance at September 26, 2015
|
$
|
133
|
|
|
$
|
259
|
|
|
$
|
392
|
|
Current portion
|
133
|
|
|
259
|
|
|
392
|
|
|||
Non-current portion
|
—
|
|
|
—
|
|
|
—
|
|
|
September 26, 2015
|
|
June 27, 2015
|
||||
|
(Thousands)
|
||||||
Accumulated other comprehensive income:
|
|
||||||
Currency translation adjustments
|
$
|
39,468
|
|
|
$
|
41,351
|
|
Japan defined benefit plan
|
165
|
|
|
175
|
|
||
|
$
|
39,633
|
|
|
$
|
41,526
|
|
Level 1-
|
Quoted prices in active markets for identical assets or liabilities.
|
Level 2-
|
Inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices of identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active
|
Level 3-
|
Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
|
(1)
|
Excludes
$103.5 million
in cash held in our bank accounts at
September 26, 2015
.
|
(1)
|
Excludes
$110.2 million
in cash held in our bank accounts at
June 27, 2015
.
|
|
Three Months Ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
|
(Thousands)
|
||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
Cost of revenues
|
—
|
|
|
—
|
|
||
Gross profit
|
—
|
|
|
—
|
|
||
Operating expenses
|
—
|
|
|
215
|
|
||
Other income (expense), net
|
—
|
|
|
—
|
|
||
Loss from discontinued operations before income taxes
|
—
|
|
|
(215
|
)
|
||
Income tax provision
|
—
|
|
|
—
|
|
||
Loss from discontinued operations
|
$
|
—
|
|
|
$
|
(215
|
)
|
|
Three Months Ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
|
(Thousands)
|
||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
Cost of revenues
|
—
|
|
|
163
|
|
||
Gross loss
|
—
|
|
|
(163
|
)
|
||
Operating expenses
|
—
|
|
|
—
|
|
||
Other income (expense), net
|
—
|
|
|
—
|
|
||
Loss from discontinued operations before income taxes
|
—
|
|
|
(163
|
)
|
||
Income tax provision
|
—
|
|
|
—
|
|
||
Loss from discontinued operations
|
$
|
—
|
|
|
$
|
(163
|
)
|
|
|
September 26, 2015
|
|
June 27, 2015
|
||||
|
|
(Thousands)
|
||||||
Principal value of the liability component
|
|
$
|
65,000
|
|
|
$
|
65,000
|
|
Unamortized value of the debt discount and issuance costs
|
(3,551
|
)
|
|
(3,754
|
)
|
|||
Net carrying value of the liability component
|
$
|
61,449
|
|
|
$
|
61,246
|
|
|
Three Months Ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
|
(Thousands)
|
||||||
Service cost
|
$
|
122
|
|
|
$
|
199
|
|
Interest cost
|
10
|
|
|
20
|
|
||
Net amortization
|
—
|
|
|
15
|
|
||
Net periodic pension costs
|
$
|
132
|
|
|
$
|
234
|
|
|
Three Months Ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
|
(Thousands)
|
||||||
Warranty provision—beginning of period
|
$
|
2,932
|
|
|
$
|
4,672
|
|
Warranties issued
|
504
|
|
|
129
|
|
||
Warranties utilized or expired
|
(253
|
)
|
|
(675
|
)
|
||
Currency translation and other adjustments
|
(15
|
)
|
|
(72
|
)
|
||
Warranty provision—end of period
|
$
|
3,168
|
|
|
$
|
4,054
|
|
|
Capital Leases
|
||
|
(Thousands)
|
||
Fiscal Year Ending:
|
|
||
2016 (remaining)
|
$
|
3,011
|
|
2017
|
1,463
|
|
|
2018
|
43
|
|
|
2019
|
29
|
|
|
2020
|
72
|
|
|
Thereafter
|
—
|
|
|
Total minimum lease payments
|
4,618
|
|
|
Less amount representing interest
|
(202
|
)
|
|
Present value of capitalized payments
|
4,416
|
|
|
Less: current portion
|
(3,667
|
)
|
|
Long-term portion
|
$
|
749
|
|
|
Shares
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)
|
|
|
|||||||
Balance at June 27, 2015
|
8,921
|
|
|
3,381
|
|
|
$
|
7.07
|
|
|
4,545
|
|
|
$
|
1.80
|
|
Granted
|
(4,614
|
)
|
|
—
|
|
|
—
|
|
|
3,296
|
|
|
1.96
|
|
||
Exercised or released
|
156
|
|
|
(3
|
)
|
|
1.22
|
|
|
(1,016
|
)
|
|
1.81
|
|
||
Forfeited or expired
|
204
|
|
|
(112
|
)
|
|
9.80
|
|
|
(66
|
)
|
|
2.32
|
|
||
Balance at September 26, 2015
|
4,667
|
|
|
3,266
|
|
|
6.99
|
|
|
6,759
|
|
|
1.87
|
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(Thousands)
|
|
|
|
(Years)
|
|
(Thousands)
|
|||||
Options and SARs exercisable
|
2,899
|
|
|
$
|
7.61
|
|
|
4.1
|
|
$
|
96
|
|
Options and SARs outstanding
|
3,266
|
|
|
6.99
|
|
|
4.5
|
|
228
|
|
|
Three Months Ended
|
||
|
September 26, 2015
|
|
September 27, 2014
|
Stock options:
|
|
|
|
Expected life
|
N/A
|
|
5.3 years
|
Risk-free interest rate
|
N/A
|
|
1.6%
|
Volatility
|
N/A
|
|
77.5%
|
Dividend yield
|
N/A
|
|
—
|
|
Three Months Ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
|
(Thousands)
|
||||||
Stock-based compensation by category of expense:
|
|||||||
Cost of revenues
|
$
|
456
|
|
|
$
|
330
|
|
Research and development
|
424
|
|
|
332
|
|
||
Selling, general and administrative
|
944
|
|
|
624
|
|
||
|
$
|
1,824
|
|
|
$
|
1,286
|
|
Stock-based compensation by type of award:
|
|
|
|
||||
Stock options
|
$
|
62
|
|
|
$
|
142
|
|
Restricted stock awards
|
1,761
|
|
|
1,185
|
|
||
Inventory adjustment to cost of revenues
|
1
|
|
|
(41
|
)
|
||
|
$
|
1,824
|
|
|
$
|
1,286
|
|
|
Three Months Ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
|
(Thousands)
|
||||||
China
|
$
|
33,056
|
|
|
$
|
20,722
|
|
United States
|
13,051
|
|
|
14,537
|
|
||
Mexico
|
12,338
|
|
|
11,991
|
|
||
Malaysia
|
7,853
|
|
|
15,700
|
|
||
Italy
|
7,071
|
|
|
4,135
|
|
||
Germany
|
4,942
|
|
|
8,154
|
|
||
Japan
|
1,622
|
|
|
3,744
|
|
||
Rest of world
|
7,617
|
|
|
10,258
|
|
||
|
$
|
87,550
|
|
|
$
|
89,241
|
|
|
Three Months Ended
|
||||||
|
September 26, 2015
|
|
September 27, 2014
|
||||
|
(Thousands)
|
||||||
100 Gb/s transmission modules
|
$
|
40,828
|
|
|
$
|
21,330
|
|
40 Gb/s transmission modules
|
10,828
|
|
|
22,166
|
|
||
10 Gb/s and lower transmission modules
|
35,894
|
|
|
38,226
|
|
||
Industrial and consumer
|
—
|
|
|
7,519
|
|
||
|
$
|
87,550
|
|
|
$
|
89,241
|
|
|
Three Months Ended
|
|
|
|
Increase
|
|
|||||||||||||||
|
September 26, 2015
|
|
September 27, 2014
|
|
Change
|
|
(Decrease)
|
|
|||||||||||||
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
|||||||||
Revenues
|
$
|
87,550
|
|
|
100.0
|
|
|
$
|
89,241
|
|
|
100.0
|
|
|
$
|
(1,691
|
)
|
|
(1.9
|
)
|
|
Cost of revenues
|
64,853
|
|
|
74.1
|
|
|
74,832
|
|
|
83.9
|
|
|
(9,979
|
)
|
|
(13.3
|
)
|
|
|||
Gross profit
|
22,697
|
|
|
25.9
|
|
|
14,409
|
|
|
16.1
|
|
|
8,288
|
|
|
57.5
|
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
10,945
|
|
|
12.5
|
|
|
13,913
|
|
|
15.6
|
|
|
(2,968
|
)
|
|
(21.3
|
)
|
|
|||
Selling, general and administrative
|
13,208
|
|
|
15.1
|
|
|
15,414
|
|
|
17.3
|
|
|
(2,206
|
)
|
|
(14.3
|
)
|
|
|||
Amortization of other intangible assets
|
251
|
|
|
0.3
|
|
|
418
|
|
|
0.5
|
|
|
(167
|
)
|
|
(40.0
|
)
|
|
|||
Restructuring, acquisition and related (income) expense, net
|
32
|
|
|
—
|
|
|
1,730
|
|
|
1.9
|
|
|
(1,698
|
)
|
|
(98.2
|
)
|
|
|||
Loss on sale of property and equipment
|
213
|
|
|
0.2
|
|
|
397
|
|
|
0.4
|
|
|
(184
|
)
|
|
(46.3
|
)
|
|
|||
Total operating expenses
|
24,649
|
|
|
28.1
|
|
|
31,872
|
|
|
35.7
|
|
|
(7,223
|
)
|
|
(22.7
|
)
|
|
|||
Operating loss
|
(1,952
|
)
|
|
(2.2
|
)
|
|
(17,463
|
)
|
|
(19.6
|
)
|
|
15,511
|
|
|
(88.8
|
)
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest income (expense), net
|
(1,276
|
)
|
|
(1.5
|
)
|
|
(104
|
)
|
|
(0.1
|
)
|
|
(1,172
|
)
|
|
n/m
|
|
(1)
|
|||
Gain (loss) on foreign currency transactions, net
|
504
|
|
|
0.6
|
|
|
(2,010
|
)
|
|
(2.3
|
)
|
|
2,514
|
|
|
n/m
|
|
(1)
|
|||
Other income (expense), net
|
113
|
|
|
0.1
|
|
|
555
|
|
|
0.6
|
|
|
(442
|
)
|
|
(79.6
|
)
|
|
|||
Total other income (expense)
|
(659
|
)
|
|
(0.8
|
)
|
|
(1,559
|
)
|
|
(1.7
|
)
|
|
900
|
|
|
(57.7
|
)
|
|
|||
Loss from continuing operations before
income taxes
|
(2,611
|
)
|
|
(3.0
|
)
|
|
(19,022
|
)
|
|
(21.3
|
)
|
|
16,411
|
|
|
(86.3
|
)
|
|
|||
Income tax provision
|
899
|
|
|
1.0
|
|
|
954
|
|
|
1.1
|
|
|
(55
|
)
|
|
(5.8
|
)
|
|
|||
Loss from continuing operations
|
(3,510
|
)
|
|
(4.0
|
)
|
|
(19,976
|
)
|
|
(22.4
|
)
|
|
16,466
|
|
|
(82.4
|
)
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(378
|
)
|
|
(0.4
|
)
|
|
378
|
|
|
(100.0
|
)
|
|
|||
Net loss
|
$
|
(3,510
|
)
|
|
(4.0
|
)
|
|
$
|
(20,354
|
)
|
|
(22.8
|
)
|
|
$
|
16,844
|
|
|
(82.8
|
)
|
|
(1)
|
Not meaningful.
|
•
|
develop or respond to new technologies or technical standards;
|
•
|
react to changing customer requirements and expectations;
|
•
|
devote needed resources to the development, production, promotion and sale of products;
|
•
|
attain high manufacturing yields on new product designs; and
|
•
|
deliver competitive products at lower prices.
|
•
|
failure to realize the potential financial or strategic benefits of the acquisition;
|
•
|
increased costs associated with merged or acquired operations;
|
•
|
increased indebtedness obligations;
|
•
|
economic dilution to gross and operating profit (loss) and earnings (loss) per share;
|
•
|
failure to successfully further develop the combined, acquired or remaining technology, which could, among other things, result in the impairment of amounts recorded as goodwill or other intangible assets;
|
•
|
unanticipated costs and liabilities and unforeseen accounting charges;
|
•
|
difficulty in integrating product offerings;
|
•
|
difficulty in coordinating and rationalizing research and development activities to enhance introduction of new products and technologies with reduced cost;
|
•
|
difficulty in coordinating and integrating the manufacturing activities, including with respect to third-party manufacturers, including coordination, integration or transfers of any manufacturing activities associated with our acquisition of Opnext in 2012;
|
•
|
delays and difficulties in delivery of products and services;
|
•
|
failure to effectively integrate or separate management information systems, personnel, research and development, marketing, sales and support operations;
|
•
|
difficulty in maintaining internal control procedures and disclosure controls that comply with the requirements of the Sarbanes-Oxley Act of 2002, or poor integration of a target’s procedures and controls;
|
•
|
difficulty in preserving important relationships of our acquired businesses and resolving potential conflicts between business cultures;
|
•
|
uncertainty on the part of our existing customers, or the customers of an acquired company, about our ability to operate effectively after a transaction, and the potential loss of such customers;
|
•
|
loss of key employees;
|
•
|
difficulty in coordinating the international activities of our acquired businesses, including Opnext, which has substantial operations in Japan as well as the United States, and which uses contract manufacturing suppliers in Southeast Asia;
|
•
|
the effect of tax laws and other legal and regulatory regimes due to increasing complexities of our global operating structure;
|
•
|
greater exposure to the impact of foreign currency changes on our business;
|
•
|
the effect of employment law or regulations or other limitations in foreign jurisdictions that could have an impact on timing, amounts or costs of achieving expected synergies; and
|
•
|
substantial demands on our management as a result of these transactions that may limit their time to attend to other operational, financial, business and strategic issues.
|
•
|
qualify our manufacturing lines and the products we produce in Shenzhen, as required by our customers; and
|
•
|
attract and retain qualified personnel to operate our Shenzhen facility.
|
•
|
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.
|
|
|
OCLARO, INC.
(Registrant)
|
|
|
|
|
|
November 5, 2015
|
|
By:
|
/s/ G
REG
D
OUGHERTY
|
|
|
|
Greg Dougherty
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
November 5, 2015
|
|
By:
|
/s/ P
ETE
M
ANGAN
|
|
|
|
Pete Mangan
Chief Financial Officer
(Principal Financial Officer)
|
Exhibit
Number
|
|
Description of Exhibit
|
10.49 (1)
|
|
Second Loan Modification Agreement, dated September 17, 2015, between Oclaro, Inc., Oclaro Technology Limited and Silicon Valley Bank.
|
31.1 (1)
|
|
Certification of Chief Executive Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
|
31.2 (1)
|
|
Certification of Chief Financial Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
|
32.1 (1)
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
|
32.2 (1)
|
|
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)
|
Filed herewith.
|
A.
|
Modifications to Loan Agreement.
|
1
|
The Loan Agreement shall be amended by deleting the following text appearing in the definition of “Permitted Liens” in Section 13.1 thereof:
|
BORROWER
:
|
|
|
|
|
|
OCLARO TECHNOLOGY LIMITED
|
|
|
|
|
|
By:
|
/s/ JAMES HAYNES
|
|
Name:
|
James Haynes
|
|
Title:
|
COO
|
|
|
|
|
PARENT:
|
|
|
|
|
|
OCLARO, INC.
|
|
|
|
|
|
By:
|
/s/ PETE MANGAN
|
|
Name:
|
Pete Mangan
|
|
Title:
|
CFO
|
|
|
|
|
BANK:
|
|
|
|
|
|
SILICON VALLEY BANK
|
|
|
|
|
|
By:
|
/s/ DREW BEITO
|
|
Name:
|
Drew Beito
|
|
Title:
|
Vice President
|
|
|
|
|
|
|
OCLARO, INC.
|
|
OCLARO TECHNOLOGY, INC.
|
||
|
|
|
|
|
By:
|
/s/ PETE MANGAN
|
|
By:
|
/s/ PETE MANGAN
|
Name:
|
Pete Mangan
|
|
Name:
|
Pete Mangan
|
Title:
|
CFO
|
|
Title:
|
CFO
|
|
|
|
|
|
|
|
|
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OCLARO (NORTH AMERICA), INC.
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OCLARO SUBSYSTEMS INC.
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By:
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/s/ PETE MANGAN
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By:
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/s/ PETE MANGAN
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Name:
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Pete Mangan
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Name:
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Pete Mangan
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Title:
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CFO
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Title:
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CFO
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OPNEXT, INC.
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By:
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/s/ PETE MANGAN
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Name:
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Pete Mangan
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Title:
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CFO
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Oclaro, Inc. for the period ended
September 26, 2015
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2.
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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;
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3.
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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;
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4.
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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) and 15d-15(f)) for the registrant and have:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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 the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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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
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b)
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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.
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November 5, 2015
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By:
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/s/ GREG DOUGHERTY
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Greg Dougherty
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Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Oclaro, Inc. for the period ended
September 26, 2015
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2.
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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;
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3.
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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;
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4.
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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) and 15d-15(f)) for the registrant and have:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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 the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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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
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b)
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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.
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November 5, 2015
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By:
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/s/ P
ETE
M
ANGAN
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Pete Mangan
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Chief Financial Officer
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(Principal Financial Officer)
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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November 5, 2015
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By:
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/s/ G
REG
D
OUGHERTY
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Greg Dougherty
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Chief Executive Officer
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(Principal Executive Officer)
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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November 5, 2015
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By:
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/s/ P
ETE
M
ANGAN
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Pete Mangan
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Chief Financial Officer
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(Principal Financial Officer)
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