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|
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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
|
|
20-1303994
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
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Large accelerated filer
|
|
¨
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Accelerated filer
|
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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|
|
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Emerging growth 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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April 1, 2017
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July 2, 2016
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||||
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(Thousands, except par value)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
214,063
|
|
|
$
|
95,929
|
|
Restricted cash
|
716
|
|
|
715
|
|
||
Short-term investments
|
40,005
|
|
|
—
|
|
||
Accounts receivable, net of allowances for doubtful accounts of $1,550 and $1,674 as of April 1, 2017 and July 2, 2016, respectively
|
123,695
|
|
|
93,571
|
|
||
Inventories
|
88,676
|
|
|
76,369
|
|
||
Prepaid expenses and other current assets
|
38,396
|
|
|
23,591
|
|
||
Total current assets
|
505,551
|
|
|
290,175
|
|
||
Property and equipment, net
|
100,459
|
|
|
65,045
|
|
||
Other intangible assets, net
|
840
|
|
|
1,498
|
|
||
Other non-current assets
|
2,474
|
|
|
2,331
|
|
||
Total assets
|
$
|
609,324
|
|
|
$
|
359,049
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
92,346
|
|
|
$
|
71,201
|
|
Accrued expenses and other liabilities
|
44,031
|
|
|
34,818
|
|
||
Capital lease obligations, current
|
2,431
|
|
|
3,753
|
|
||
Total current liabilities
|
138,808
|
|
|
109,772
|
|
||
Deferred gain on sale-leaseback
|
5,844
|
|
|
6,809
|
|
||
Convertible notes payable
|
—
|
|
|
62,058
|
|
||
Capital lease obligations, non-current
|
1,516
|
|
|
2,105
|
|
||
Other non-current liabilities
|
10,956
|
|
|
11,694
|
|
||
Total liabilities
|
157,124
|
|
|
192,438
|
|
||
Commitments and contingencies (Note 7)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock: 1,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock: $0.01 par value per share; 275,000 shares authorized; 167,281
shares issued and outstanding at April 1, 2017 and 112,207 shares issued and outstanding at July 2, 2016
|
1,673
|
|
|
1,122
|
|
||
Additional paid-in capital
|
1,685,961
|
|
|
1,471,280
|
|
||
Accumulated other comprehensive income
|
38,346
|
|
|
39,821
|
|
||
Accumulated deficit
|
(1,273,780
|
)
|
|
(1,345,612
|
)
|
||
Total stockholders’ equity
|
452,200
|
|
|
166,611
|
|
||
Total liabilities and stockholders’ equity
|
$
|
609,324
|
|
|
$
|
359,049
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
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April 1, 2017
|
|
March 26, 2016
|
|
April 1, 2017
|
|
March 26, 2016
|
||||||||
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(Thousands, except per share amounts)
|
||||||||||||||
Revenues
|
$
|
162,182
|
|
|
$
|
101,050
|
|
|
$
|
451,588
|
|
|
$
|
282,729
|
|
Cost of revenues
|
95,394
|
|
|
74,114
|
|
|
277,680
|
|
|
206,488
|
|
||||
Gross profit
|
66,788
|
|
|
26,936
|
|
|
173,908
|
|
|
76,241
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
14,479
|
|
|
11,379
|
|
|
41,344
|
|
|
33,399
|
|
||||
Selling, general and administrative
|
14,736
|
|
|
13,055
|
|
|
42,883
|
|
|
39,054
|
|
||||
Amortization of other intangible assets
|
150
|
|
|
247
|
|
|
635
|
|
|
748
|
|
||||
Restructuring, acquisition and related (income)
expense, net |
(301
|
)
|
|
(59
|
)
|
|
92
|
|
|
(21
|
)
|
||||
(Gain) loss on sale of property and equipment
|
(16
|
)
|
|
(145
|
)
|
|
(127
|
)
|
|
22
|
|
||||
Total operating expenses
|
29,048
|
|
|
24,477
|
|
|
84,827
|
|
|
73,202
|
|
||||
Operating income
|
37,740
|
|
|
2,459
|
|
|
89,081
|
|
|
3,039
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income (expense), net
|
175
|
|
|
(1,203
|
)
|
|
(13,613
|
)
|
|
(3,726
|
)
|
||||
Gain (loss) on foreign currency transactions, net
|
687
|
|
|
(865
|
)
|
|
(3,155
|
)
|
|
(861
|
)
|
||||
Other income (expense), net
|
233
|
|
|
174
|
|
|
583
|
|
|
644
|
|
||||
Total other income (expense)
|
1,095
|
|
|
(1,894
|
)
|
|
(16,185
|
)
|
|
(3,943
|
)
|
||||
Income (loss) before income taxes
|
38,835
|
|
|
565
|
|
|
72,896
|
|
|
(904
|
)
|
||||
Income tax provision
|
621
|
|
|
476
|
|
|
1,064
|
|
|
2,360
|
|
||||
Net income (loss)
|
$
|
38,214
|
|
|
$
|
89
|
|
|
$
|
71,832
|
|
|
$
|
(3,264
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.23
|
|
|
$
|
0.00
|
|
|
$
|
0.46
|
|
|
$
|
(0.03
|
)
|
Diluted
|
$
|
0.22
|
|
|
$
|
0.00
|
|
|
$
|
0.44
|
|
|
$
|
(0.03
|
)
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
166,808
|
|
|
110,882
|
|
|
155,037
|
|
|
110,212
|
|
||||
Diluted
|
169,841
|
|
|
113,699
|
|
|
163,237
|
|
|
110,212
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
April 1, 2017
|
|
March 26, 2016
|
|
April 1, 2017
|
|
March 26, 2016
|
||||||||
|
(Thousands)
|
||||||||||||||
Net income (loss)
|
$
|
38,214
|
|
|
$
|
89
|
|
|
$
|
71,832
|
|
|
$
|
(3,264
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Unrealized loss on marketable securities
|
(10
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||
Currency translation adjustments
|
1,775
|
|
|
593
|
|
|
(1,470
|
)
|
|
(1,886
|
)
|
||||
Pension adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
||||
Total comprehensive income (loss)
|
$
|
39,979
|
|
|
$
|
682
|
|
|
$
|
70,357
|
|
|
$
|
(5,160
|
)
|
|
Nine Months Ended
|
||||||
|
April 1, 2017
|
|
March 26, 2016
|
||||
|
(Thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
71,832
|
|
|
$
|
(3,264
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Amortization of deferred gain on sale-leaseback
|
(553
|
)
|
|
(648
|
)
|
||
Amortization of debt discount and issuance costs in connection with convertible notes payable
|
102
|
|
|
609
|
|
||
Depreciation and amortization
|
15,360
|
|
|
12,198
|
|
||
Interest make-whole charge and induced conversion expense related to convertible notes
|
8,463
|
|
|
—
|
|
||
Stock-based compensation expense
|
7,922
|
|
|
6,440
|
|
||
Other non-cash adjustments
|
(128
|
)
|
|
22
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(32,402
|
)
|
|
(12,969
|
)
|
||
Inventories
|
(16,068
|
)
|
|
(7,553
|
)
|
||
Prepaid expenses and other current assets
|
(16,579
|
)
|
|
502
|
|
||
Other non-current assets
|
(275
|
)
|
|
264
|
|
||
Accounts payable
|
14,090
|
|
|
1,433
|
|
||
Accrued expenses and other liabilities
|
11,746
|
|
|
5,959
|
|
||
Net cash provided by operating activities
|
63,510
|
|
|
2,993
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(41,846
|
)
|
|
(12,362
|
)
|
||
Purchases of short-term investments
|
(40,001
|
)
|
|
—
|
|
||
Transfer (to) from restricted cash
|
(1
|
)
|
|
2,453
|
|
||
Net cash used in investing activities
|
(81,848
|
)
|
|
(9,909
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from the exercise of stock options
|
4,531
|
|
|
179
|
|
||
Shares repurchased for tax withholdings on vesting of restricted stock units
|
(3,675
|
)
|
|
(1,504
|
)
|
||
Proceeds from the sale of common stock in connection with public offering, net of expenses
|
135,153
|
|
|
—
|
|
||
Payments on capital lease obligations
|
(1,897
|
)
|
|
(2,303
|
)
|
||
Net cash provided by (used in) financing activities
|
134,112
|
|
|
(3,628
|
)
|
||
Effect of exchange rate on cash and cash equivalents
|
2,360
|
|
|
4,785
|
|
||
Net increase (decrease) in cash and cash equivalents
|
118,134
|
|
|
(5,759
|
)
|
||
Cash and cash equivalents at beginning of period
|
95,929
|
|
|
111,840
|
|
||
Cash and cash equivalents at end of period
|
$
|
214,063
|
|
|
$
|
106,081
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest make-whole and induced conversion charges related to the exercise of convertible notes
|
$
|
4,700
|
|
|
$
|
—
|
|
Supplemental disclosures of non-cash transactions:
|
|
|
|
||||
Issuance of common stock in exchange for the net carrying value of the liability component of convertible notes
|
$
|
62,125
|
|
|
$
|
—
|
|
Purchases of property and equipment funded by accounts payable
|
$
|
11,831
|
|
|
$
|
9,567
|
|
Capital lease obligations incurred for purchases of property and equipment
|
$
|
397
|
|
|
$
|
2,392
|
|
|
April 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands)
|
||||||
Cash and cash equivalents:
|
|
|
|
||||
Cash-in-bank
|
$
|
67,803
|
|
|
$
|
70,925
|
|
Money market funds
|
95,825
|
|
|
25,004
|
|
||
Commercial paper
|
19,996
|
|
|
—
|
|
||
Corporate bonds
|
22,449
|
|
|
—
|
|
||
U.S. Treasury securities
|
3,995
|
|
|
—
|
|
||
U.S. agency securities
|
3,995
|
|
|
—
|
|
||
|
$
|
214,063
|
|
|
$
|
95,929
|
|
|
|
|
|
||||
Short-term investments:
|
|
|
|
||||
Commercial paper
|
$
|
23,961
|
|
|
$
|
—
|
|
Corporate bonds
|
8,051
|
|
|
—
|
|
||
U.S. Treasury securities
|
3,998
|
|
|
—
|
|
||
U.S. agency securities
|
3,995
|
|
|
—
|
|
||
|
$
|
40,005
|
|
|
$
|
—
|
|
|
April 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands)
|
||||||
Inventories:
|
|
||||||
Raw materials
|
$
|
25,067
|
|
|
$
|
23,751
|
|
Work-in-process
|
35,061
|
|
|
32,819
|
|
||
Finished goods
|
28,548
|
|
|
19,799
|
|
||
|
$
|
88,676
|
|
|
$
|
76,369
|
|
|
April 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands)
|
||||||
Property and equipment, net:
|
|
||||||
Buildings and improvements
|
$
|
9,691
|
|
|
$
|
10,389
|
|
Plant and machinery
|
83,367
|
|
|
59,696
|
|
||
Fixtures, fittings and equipment
|
2,875
|
|
|
3,005
|
|
||
Computer equipment
|
11,583
|
|
|
9,846
|
|
||
|
107,516
|
|
|
82,936
|
|
||
Less: Accumulated depreciation
|
(7,057
|
)
|
|
(17,891
|
)
|
||
|
$
|
100,459
|
|
|
$
|
65,045
|
|
|
Core and
Current Technology |
|
Development
and Supply Agreements |
|
Customer
Relationships |
|
Patent
Portfolio |
|
Other
Intangibles |
|
Amortization
|
|
Total
|
||||||||||||||
|
(Thousands)
|
||||||||||||||||||||||||||
Balance at July 2, 2016
|
$
|
6,249
|
|
|
$
|
4,509
|
|
|
$
|
2,402
|
|
|
$
|
915
|
|
|
$
|
3,338
|
|
|
$
|
(15,915
|
)
|
|
$
|
1,498
|
|
Amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(635
|
)
|
|
(635
|
)
|
|||||||
Translations and adjustments
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|||||||
Balance at April 1, 2017
|
$
|
6,249
|
|
|
$
|
4,486
|
|
|
$
|
2,402
|
|
|
$
|
915
|
|
|
$
|
3,338
|
|
|
$
|
(16,550
|
)
|
|
$
|
840
|
|
|
April 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands)
|
||||||
Accrued expenses and other liabilities:
|
|
||||||
Trade payables
|
$
|
11,208
|
|
|
$
|
6,429
|
|
Compensation and benefits related accruals
|
12,385
|
|
|
14,038
|
|
||
Warranty accrual
|
4,659
|
|
|
3,827
|
|
||
Accrued restructuring, current
|
—
|
|
|
204
|
|
||
Purchase commitments in excess of future demand, current
|
5,292
|
|
|
1,723
|
|
||
Other accruals
|
10,487
|
|
|
8,597
|
|
||
|
$
|
44,031
|
|
|
$
|
34,818
|
|
|
April 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands)
|
||||||
Accumulated other comprehensive income:
|
|
||||||
Currency translation adjustments
|
$
|
38,714
|
|
|
$
|
40,184
|
|
Unrealized loss on marketable securities
|
(5
|
)
|
|
—
|
|
||
Japan defined benefit plan
|
(363
|
)
|
|
(363
|
)
|
||
|
$
|
38,346
|
|
|
$
|
39,821
|
|
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 markets), or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
Level 3-
|
Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
|
|
Fair Value Measurement at April 1, 2017 Using
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
(1)
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
95,825
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
95,825
|
|
Commercial paper
|
—
|
|
|
19,996
|
|
|
—
|
|
|
19,996
|
|
||||
Corporate bonds
|
—
|
|
|
22,449
|
|
|
—
|
|
|
22,449
|
|
||||
U.S. Treasury securities
|
—
|
|
|
3,995
|
|
|
—
|
|
|
3,995
|
|
||||
U.S. agency securities
|
—
|
|
|
3,995
|
|
|
—
|
|
|
3,995
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
—
|
|
|
23,961
|
|
|
—
|
|
|
23,961
|
|
||||
Corporate bonds
|
—
|
|
|
8,051
|
|
|
—
|
|
|
8,051
|
|
||||
U.S. Treasury securities
|
—
|
|
|
3,998
|
|
|
—
|
|
|
3,998
|
|
||||
U.S. agency securities
|
—
|
|
|
3,995
|
|
|
—
|
|
|
3,995
|
|
||||
Restricted cash:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
712
|
|
|
—
|
|
|
—
|
|
|
712
|
|
||||
Total assets measured at fair value
|
$
|
96,537
|
|
|
$
|
90,440
|
|
|
$
|
—
|
|
|
$
|
186,977
|
|
(1)
|
Excludes
$67.8 million
in cash held in our bank accounts at
April 1, 2017
.
|
|
Fair Value Measurement at July 2, 2016 Using
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
(1)
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
25,004
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,004
|
|
Restricted cash:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
712
|
|
|
—
|
|
|
—
|
|
|
712
|
|
||||
Total assets measured at fair value
|
$
|
25,716
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,716
|
|
(1)
|
Excludes
$70.9 million
in cash held in our bank accounts at
July 2, 2016
.
|
•
|
On August 8, 2016, we entered into a privately negotiated agreement pursuant to which we (i) issued
12,051,282
shares of our common stock, and (ii) made a cash payment equal to
$4.7 million
during August 2016 in exchange for approximately
$23.5 million
aggregate principal amount of our
6.00%
Notes.
|
•
|
On August 9, 2016, we entered into privately negotiated agreements pursuant to which we agreed to issue (i) an aggregate of
20,564,101
shares of our common stock, plus (ii) a to be determined number of additional shares of our common stock based on certain formulaic consideration in exchange for
$40.1 million
aggregate principal amount of our
6.00%
Notes. On August 12, 2016, including the additional shares of common stock, we issued an aggregate of
21,852,477
shares of our common stock.
|
•
|
On August 18, 2016, we entered into privately negotiated agreements, pursuant to which, on August 22, 2016, we issued an aggregate of
756,213
shares of our common stock, in exchange for
$1.4 million
aggregate principal amount of our
6.00%
Notes.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
April 1, 2017
|
|
March 26, 2016
|
|
April 1, 2017
|
|
March 26, 2016
|
||||||||
|
(Thousands)
|
||||||||||||||
Service cost
|
$
|
172
|
|
|
$
|
132
|
|
|
$
|
480
|
|
|
$
|
376
|
|
Interest cost
|
1
|
|
|
11
|
|
|
3
|
|
|
32
|
|
||||
Net periodic pension costs
|
$
|
173
|
|
|
$
|
143
|
|
|
$
|
483
|
|
|
$
|
408
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
April 1, 2017
|
|
March 26, 2016
|
|
April 1, 2017
|
|
March 26, 2016
|
||||||||
|
(Thousands)
|
||||||||||||||
Warranty provision—beginning of period
|
$
|
4,560
|
|
|
$
|
3,097
|
|
|
$
|
3,827
|
|
|
$
|
2,932
|
|
Warranties issued
|
991
|
|
|
615
|
|
|
2,533
|
|
|
1,472
|
|
||||
Warranties utilized or expired
|
(901
|
)
|
|
(553
|
)
|
|
(1,505
|
)
|
|
(1,241
|
)
|
||||
Foreign currency translation and other adjustments
|
9
|
|
|
(32
|
)
|
|
(196
|
)
|
|
(36
|
)
|
||||
Warranty provision—end of period
|
$
|
4,659
|
|
|
$
|
3,127
|
|
|
$
|
4,659
|
|
|
$
|
3,127
|
|
|
Capital Leases
|
||
|
(Thousands)
|
||
Fiscal Year Ending:
|
|
||
2017 (remaining)
|
$
|
926
|
|
2018
|
1,748
|
|
|
2019
|
591
|
|
|
2020
|
629
|
|
|
2021
|
286
|
|
|
Thereafter
|
12
|
|
|
Total minimum lease payments
|
4,192
|
|
|
Less amount representing interest
|
(245
|
)
|
|
Present value of capitalized payments
|
3,947
|
|
|
Less: current portion
|
(2,431
|
)
|
|
Long-term portion
|
$
|
1,516
|
|
|
Shares
Available
For Grant
|
|
Stock
Options /
SARs
Outstanding
|
|
Weighted-
Average
Exercise Price
|
|
Time and Performance-based Restricted Stock
Awards / Units
Outstanding
|
|
Weighted-
Average Grant
Date Fair Value
|
|||||||
|
(Thousands)
|
|
(Thousands)
|
|
|
|
(Thousands)
|
|
|
|||||||
Balance at July 2, 2016
|
12,824
|
|
|
2,975
|
|
|
$
|
7.03
|
|
|
5,022
|
|
|
$
|
2.67
|
|
Increase in share reserve
|
6,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Granted
|
(5,460
|
)
|
|
—
|
|
|
—
|
|
|
3,900
|
|
|
6.45
|
|
||
Exercised or released
|
140
|
|
|
(960
|
)
|
|
4.84
|
|
|
(2,873
|
)
|
|
2.54
|
|
||
Forfeited or expired
|
208
|
|
|
(69
|
)
|
|
16.30
|
|
|
(102
|
)
|
|
4.69
|
|
||
Balance at April 1, 2017
|
13,712
|
|
|
1,946
|
|
|
$
|
7.78
|
|
|
5,947
|
|
|
$
|
5.17
|
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(Thousands)
|
|
|
|
(Years)
|
|
(Thousands)
|
|||||
Options and SARs exercisable
|
1,837
|
|
|
$
|
8.12
|
|
|
2.9
|
|
$
|
6,039
|
|
Options and SARs outstanding
|
1,946
|
|
|
$
|
7.78
|
|
|
3.1
|
|
$
|
6,891
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
April 1, 2017
|
|
March 26, 2016
|
|
April 1, 2017
|
|
March 26, 2016
|
||||||||
|
(Thousands, except per share amounts)
|
||||||||||||||
Net income (loss)
|
$
|
38,214
|
|
|
$
|
89
|
|
|
$
|
71,832
|
|
|
$
|
(3,264
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares - Basic
|
166,808
|
|
|
110,882
|
|
|
155,037
|
|
|
110,212
|
|
||||
Effect of dilutive potential common shares from:
|
|
|
|
|
|
|
|
||||||||
Stock options and stock appreciation rights
|
651
|
|
|
280
|
|
|
712
|
|
|
—
|
|
||||
Restricted stock units and awards
|
2,382
|
|
|
2,537
|
|
|
2,484
|
|
|
—
|
|
||||
Convertible notes
|
—
|
|
|
—
|
|
|
5,004
|
|
|
—
|
|
||||
Weighted-average shares - Diluted
|
169,841
|
|
|
113,699
|
|
|
163,237
|
|
|
110,212
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share
|
$
|
0.23
|
|
|
$
|
0.00
|
|
|
$
|
0.46
|
|
|
$
|
(0.03
|
)
|
Diluted net income (loss) per share
|
$
|
0.22
|
|
|
$
|
0.00
|
|
|
$
|
0.44
|
|
|
$
|
(0.03
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
April 1, 2017
|
|
March 26, 2016
|
|
April 1, 2017
|
|
March 26, 2016
|
||||||||
|
(Thousands)
|
||||||||||||||
Asia-Pacific:
|
|
|
|
|
|
|
|
||||||||
China
|
$
|
57,882
|
|
|
$
|
43,935
|
|
|
$
|
180,551
|
|
|
$
|
112,170
|
|
Thailand
|
24,722
|
|
|
1,964
|
|
|
78,852
|
|
|
2,727
|
|
||||
Malaysia
|
4,000
|
|
|
7,986
|
|
|
15,703
|
|
|
24,146
|
|
||||
Other Asia-Pacific
|
6,329
|
|
|
1,378
|
|
|
12,693
|
|
|
3,294
|
|
||||
Total Asia-Pacific
|
$
|
92,933
|
|
|
$
|
55,263
|
|
|
$
|
287,799
|
|
|
$
|
142,337
|
|
|
|
|
|
|
|
|
|
||||||||
Americas:
|
|
|
|
|
|
|
|
||||||||
United States
|
22,832
|
|
|
15,913
|
|
|
54,574
|
|
|
45,880
|
|
||||
Mexico
|
8,930
|
|
|
10,015
|
|
|
26,290
|
|
|
36,549
|
|
||||
Other Americas
|
14,115
|
|
|
2,338
|
|
|
22,327
|
|
|
5,312
|
|
||||
Total Americas
|
$
|
45,877
|
|
|
$
|
28,266
|
|
|
$
|
103,191
|
|
|
$
|
87,741
|
|
|
|
|
|
|
|
|
|
||||||||
EMEA:
|
|
|
|
|
|
|
|
||||||||
Italy
|
7,577
|
|
|
6,353
|
|
|
23,601
|
|
|
20,242
|
|
||||
Germany
|
5,116
|
|
|
5,686
|
|
|
11,493
|
|
|
14,638
|
|
||||
Other EMEA
|
6,836
|
|
|
3,315
|
|
|
18,182
|
|
|
12,638
|
|
||||
Total EMEA
|
$
|
19,529
|
|
|
$
|
15,354
|
|
|
$
|
53,276
|
|
|
$
|
47,518
|
|
|
|
|
|
|
|
|
|
||||||||
Japan
|
$
|
3,843
|
|
|
$
|
2,167
|
|
|
$
|
7,322
|
|
|
$
|
5,133
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
162,182
|
|
|
$
|
101,050
|
|
|
$
|
451,588
|
|
|
$
|
282,729
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
April 1, 2017
|
|
March 26, 2016
|
|
April 1, 2017
|
|
March 26, 2016
|
||||||||
|
(Thousands)
|
||||||||||||||
100 Gb/s transmission modules
|
$
|
125,818
|
|
|
$
|
58,569
|
|
|
$
|
337,424
|
|
|
$
|
148,951
|
|
40 Gb/s and lower transmission modules
|
36,364
|
|
|
42,481
|
|
|
114,164
|
|
|
133,778
|
|
||||
|
$
|
162,182
|
|
|
$
|
101,050
|
|
|
$
|
451,588
|
|
|
$
|
282,729
|
|
•
|
On August 8, 2016, we entered into a privately negotiated agreement pursuant to which we (i) issued 12,051,282 shares of our common stock, par value $0.01 per share, and (ii) made a cash payment equal to $4.7 million during August 2016 in exchange for approximately $23.5 million aggregate principal amount of our 6.00% Notes.
|
•
|
On August 9, 2016, we entered into privately negotiated agreements pursuant to which we agreed to issue (i) an aggregate of 20,564,101 shares of our common stock, plus (ii) a to be determined number of additional shares of our common stock based on certain formulaic consideration in exchange for $40.1 million aggregate principal amount of our 6.00% Notes. On August 12, 2016, including the additional shares of common stock, we issued an aggregate of 21,852,477 shares of our common stock.
|
•
|
On August 18, 2016, we entered into privately negotiated agreements, pursuant to which, on August 22, 2016, we issued an aggregate of 756,213 shares of our common stock, in exchange for $1.4 million aggregate principal amount of our 6.00% Notes.
|
|
Three Months Ended
|
|
|
|
Increase
|
|
|||||||||||||||
|
April 1, 2017
|
|
March 26, 2016
|
|
Change
|
|
(Decrease)
|
|
|||||||||||||
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
|||||||||
Revenues
|
$
|
162,182
|
|
|
100.0
|
|
|
$
|
101,050
|
|
|
100.0
|
|
|
$
|
61,132
|
|
|
60.5
|
|
|
Cost of revenues
|
95,394
|
|
|
58.8
|
|
|
74,114
|
|
|
73.3
|
|
|
21,280
|
|
|
28.7
|
|
|
|||
Gross profit
|
66,788
|
|
|
41.2
|
|
|
26,936
|
|
|
26.7
|
|
|
39,852
|
|
|
148.0
|
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
14,479
|
|
|
8.9
|
|
|
11,379
|
|
|
11.3
|
|
|
3,100
|
|
|
27.2
|
|
|
|||
Selling, general and administrative
|
14,736
|
|
|
9.1
|
|
|
13,055
|
|
|
12.9
|
|
|
1,681
|
|
|
12.9
|
|
|
|||
Amortization of other intangible assets
|
150
|
|
|
0.1
|
|
|
247
|
|
|
0.2
|
|
|
(97
|
)
|
|
(39.3
|
)
|
|
|||
Restructuring, acquisition and related (income) expense, net
|
(301
|
)
|
|
(0.2
|
)
|
|
(59
|
)
|
|
(0.1
|
)
|
|
(242
|
)
|
|
410.2
|
|
|
|||
Gain on sale of property and equipment
|
(16
|
)
|
|
—
|
|
|
(145
|
)
|
|
(0.1
|
)
|
|
129
|
|
|
(89.0
|
)
|
|
|||
Total operating expenses
|
29,048
|
|
|
17.9
|
|
|
24,477
|
|
|
24.2
|
|
|
4,571
|
|
|
18.7
|
|
|
|||
Operating income
|
37,740
|
|
|
23.3
|
|
|
2,459
|
|
|
2.4
|
|
|
35,281
|
|
|
1,434.8
|
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest income (expense), net
|
175
|
|
|
0.1
|
|
|
(1,203
|
)
|
|
(1.2
|
)
|
|
1,378
|
|
|
n/m
|
|
(1)
|
|||
Gain (loss) on foreign currency transactions, net
|
687
|
|
|
0.4
|
|
|
(865
|
)
|
|
(0.9
|
)
|
|
1,552
|
|
|
n/m
|
|
(1)
|
|||
Other income (expense), net
|
233
|
|
|
0.1
|
|
|
174
|
|
|
0.2
|
|
|
59
|
|
|
33.9
|
|
|
|||
Total other income (expense)
|
1,095
|
|
|
0.7
|
|
|
(1,894
|
)
|
|
(1.9
|
)
|
|
2,989
|
|
|
n/m
|
|
(1)
|
|||
Income before income taxes
|
38,835
|
|
|
23.9
|
|
|
565
|
|
|
0.6
|
|
|
38,270
|
|
|
6,773.5
|
|
|
|||
Income tax provision
|
621
|
|
|
0.4
|
|
|
476
|
|
|
0.5
|
|
|
145
|
|
|
30.5
|
|
|
|||
Net income
|
$
|
38,214
|
|
|
23.6
|
|
|
$
|
89
|
|
|
0.1
|
|
|
$
|
38,125
|
|
|
42,837.1
|
|
|
(1)
|
Not meaningful.
|
|
Nine Months Ended
|
|
|
|
Increase
|
|
|||||||||||||||
|
April 1, 2017
|
|
March 26, 2016
|
|
Change
|
|
(Decrease)
|
|
|||||||||||||
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
|||||||||
Revenues
|
$
|
451,588
|
|
|
100.0
|
|
|
$
|
282,729
|
|
|
100.0
|
|
|
$
|
168,859
|
|
|
59.7
|
|
|
Cost of revenues
|
277,680
|
|
|
61.5
|
|
|
206,488
|
|
|
73.0
|
|
|
71,192
|
|
|
34.5
|
|
|
|||
Gross profit
|
173,908
|
|
|
38.5
|
|
|
76,241
|
|
|
27.0
|
|
|
97,667
|
|
|
128.1
|
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
41,344
|
|
|
9.2
|
|
|
33,399
|
|
|
11.8
|
|
|
7,945
|
|
|
23.8
|
|
|
|||
Selling, general and administrative
|
42,883
|
|
|
9.5
|
|
|
39,054
|
|
|
13.8
|
|
|
3,829
|
|
|
9.8
|
|
|
|||
Amortization of other intangible assets
|
635
|
|
|
0.1
|
|
|
748
|
|
|
0.3
|
|
|
(113
|
)
|
|
(15.1
|
)
|
|
|||
Restructuring, acquisition and related (income) expense, net
|
92
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
113
|
|
|
n/m
|
|
(1)
|
|||
(Gain) loss on sale of property and equipment
|
(127
|
)
|
|
—
|
|
|
22
|
|
|
—
|
|
|
(149
|
)
|
|
n/m
|
|
(1)
|
|||
Total operating expenses
|
84,827
|
|
|
18.8
|
|
|
73,202
|
|
|
25.9
|
|
|
11,625
|
|
|
15.9
|
|
|
|||
Operating income
|
89,081
|
|
|
19.7
|
|
|
3,039
|
|
|
1.1
|
|
|
86,042
|
|
|
2,831.3
|
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest income (expense), net
|
(13,613
|
)
|
|
(3.0
|
)
|
|
(3,726
|
)
|
|
(1.3
|
)
|
|
(9,887
|
)
|
|
265.4
|
|
|
|||
Loss on foreign currency transactions, net
|
(3,155
|
)
|
|
(0.7
|
)
|
|
(861
|
)
|
|
(0.3
|
)
|
|
(2,294
|
)
|
|
266.4
|
|
|
|||
Other income (expense), net
|
583
|
|
|
0.1
|
|
|
644
|
|
|
0.2
|
|
|
(61
|
)
|
|
(9.5
|
)
|
|
|||
Total other income (expense)
|
(16,185
|
)
|
|
(3.6
|
)
|
|
(3,943
|
)
|
|
(1.4
|
)
|
|
(12,242
|
)
|
|
310.5
|
|
|
|||
Income (loss) before income taxes
|
72,896
|
|
|
16.1
|
|
|
(904
|
)
|
|
(0.3
|
)
|
|
73,800
|
|
|
n/m
|
|
(1)
|
|||
Income tax provision
|
1,064
|
|
|
0.2
|
|
|
2,360
|
|
|
0.8
|
|
|
(1,296
|
)
|
|
(54.9
|
)
|
|
|||
Net income (loss)
|
$
|
71,832
|
|
|
15.9
|
|
|
$
|
(3,264
|
)
|
|
(1.2
|
)
|
|
$
|
75,096
|
|
|
n/m
|
|
(1)
|
(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.
|
•
|
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.
|
•
|
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;
|
•
|
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, and which uses contract manufacturing suppliers in Southeast Asia;
|
•
|
inherited tax liabilities from our acquisitions together with the effect of tax laws and other legal and regulatory regimes due to increasing the scope 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.
|
•
|
currency fluctuations, which could result in increased operating expenses and reduced revenues;
|
•
|
trade restrictions, including restrictions imposed by the United States government on trading with parties in foreign countries, particularly with respect to China;
|
•
|
difficulty in enforcing or adequately protecting our intellectual property;
|
•
|
ability to hire qualified candidates;
|
•
|
foreign income, value added and customs taxes;
|
•
|
greater difficulty in accounts receivable collection and longer collection periods;
|
•
|
political, legal and economic instability in foreign markets;
|
•
|
foreign regulations;
|
•
|
changes in, or impositions of, legislative or regulatory requirements;
|
•
|
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; 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)
|
|
|
|
|
|
May 8, 2017
|
|
By:
|
/s/ G
REG
D
OUGHERTY
|
|
|
|
Greg Dougherty
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
May 8, 2017
|
|
By:
|
/s/ P
ETE
M
ANGAN
|
|
|
|
Pete Mangan
Chief Financial Officer
(Principal Financial Officer)
|
Exhibit
Number
|
|
Description of Exhibit
|
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.
|
10.1 (1)(2)
|
|
Offer Letter of Craig Cocchi, Executive Vice President, Global Operations, dated March 7, 2017.
|
10.2 (1)(2)
|
|
Amendment to Offer Letter of Craig Cocchi, Chief Operating Officer, dated April 10, 2017.
|
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.
|
(2)
|
Management contract or compensatory plan or arrangement.
|
1.
|
Eligibility to participate in the Company’s Amended and Restated Variable Pay Program (“VPP”), a bonus program that is based on Company performance of specific objectives. Your target participation level will be 60% of your base compensation. If you are not actively employed with the Company as of the date the Company’s Compensation Committee determines payments due under the VPP for a performance period, you will not be eligible to receive any variable pay under the VPP, and no right to such variable pay will have accrued. Details of the VPP will be provided to you by Human Resources. The Company reserves all rights to terminate, amend, suspend, withdraw or modify the VPP at any time.
|
2.
|
Participation in the Company’s Benefits Program is effective on the first day of the month following your date of hire. A Benefits Summary is enclosed. Further details will be provided to you by Human Resources at the New Hire Orientation.
|
3.
|
As an Executive Vice President, you will also be entitled to enter into an Executive Severance and Retention Agreement (“ESRA”). Further details regarding the ESRA will be shared with you at the start of your employment with the Company.
|
4.
|
Subject to formal approval by the Company’s Board of Directors (the "Board"), the position being offered to you includes an award of 130,000 Restricted Stock Units under the terms of the Company’s Fifth Amended and Restated 2001 Long-Term Stock Incentive Plan and any other policies, laws or rulings that may govern such equity and its issuance (“RSU Award”). The grant date of the RSU Award is expected to be on the 10th day of the month following the month of your first day of employment. The first 25% of the total number of shares underlying the RSU Award would vest on or before the first February 10th, May 10th, August 10th or November 10th that occurs on or immediately preceding the one year anniversary of the date of grant. Thereafter, 6.25% of the total number of shares underlying the RSU Award would vest on each February 10th, May 10th, August 10th and November 10th over the following three years of continuous service to the Company. All vesting would cease upon termination of employment.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Oclaro, Inc. for the period ended
April 1, 2017
;
|
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) and 15d-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 the 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.
|
May 8, 2017
|
|
By:
|
/s/ GREG DOUGHERTY
|
|
|
|
Greg Dougherty
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Oclaro, Inc. for the period ended
April 1, 2017
;
|
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) and 15d-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 the 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.
|
May 8, 2017
|
|
By:
|
/s/ P
ETE
M
ANGAN
|
|
|
|
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.
|
May 8, 2017
|
By:
|
|
/s/ G
REG
D
OUGHERTY
|
|
|
|
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.
|
May 8, 2017
|
By:
|
|
/s/ P
ETE
M
ANGAN
|
|
|
|
Pete Mangan
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|