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x
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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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x
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Accelerated filer
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¨
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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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Emerging growth 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 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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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") and Lithium Niobate substrates. As of
July 1, 2017
, we have approximately
1,000
issued patents. 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 and 100 Gb/s datacom product markets.
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•
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Leading Photonic Integration Capabilities
. Photonic integration, which is the combination of multiple functions on a single InP 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, speed and complexity to build the next generation network.
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•
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Vertically Integrated Approach
. Our wafer fabrication facilities in the U.K., Japan and Italy 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 life-cycle process 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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•
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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 level, primarily in the form of transceivers or transponders.
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•
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Maintain Focus on Communications Networks
. We are positioned as a key strategic supplier to the major telecommunications equipment and data communications 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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•
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Capture Share in New and Emerging Web 2.0 and Data Center Markets
. The emerging data center and Web 2.0 markets are two 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 believe we are ideally positioned with our technology to support a broad portfolio of high speed discrete lasers, receivers, optical sub-assemblies and transceivers, and supporting these market segments is a key strategic initiative for us as we move forward.
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•
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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 the implementation of optical technologies 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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•
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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 continually evaluate the capabilities of additional potential contract manufacturing partners to ensure we have a scalable and cost effective manufacturing strategy appropriate for achieving our business objectives over a long-term horizon.
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•
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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 is designed to 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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•
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In the Future We May Consider the Use of Strategic Investments, Acquisitions and Divestitures to Maintain an Optical Leadership Position
. 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, Inc. ("Opnext") was consistent with this strategy. In addition, we have participated in significant merger and acquisition activities in the past, including our merger with Avanex in April 2009. The divestitures of our Oclaro Switzerland GmbH subsidiary and associated laser diodes and pump business (the “Zurich Business”) in September 2013, our optical amplifier and micro-optics business (the "Amplifier Business") in November 2013 and our industrial and consumer business based in Komoro, Japan (the "Komoro Business") in October 2014 were examples of transactions that enabled us to maintain strategic competitive focus. In the future, we may make strategic investments or acquire companies or businesses to extend or reinforce our position.
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•
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Client Side Transceivers.
Our pluggable transceiver portfolio includes fixed wavelength XFP and SFP+ at 10 Gb/s; CFP at 40 Gb/s; CFP, CFP2, CFP4 and QSFP28 at 100 Gb/s; and CFP8 at 400 Gb/s. These package form factors support different link distances based on different optical connectors and media types, in both industry standard and proprietary optical specifications. These link distances typically go from 2 kilometers to 100 kilometers, depending on the laser and receiver technology utilized.
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•
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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 250 Gb/s. Our internal device and sub-assembly technology enables our customers to provide coherent pluggable 100 Gb/s and 200 Gb/s solutions 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 a tunable optical sub assembly and a 10 Gb/s co-packaged tunable laser mach-zender modulator. They also include an integrated tunable laser assembly ("iTLA") and a 100 Gb/s or 200 Gb/s tunable laser assembly plus modulator ("iTXA"). We are in production of our micro-iTLA and iTXA, tunable laser products which are suitable for 100 Gb/s and 200 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 100 Gb/s and 200 Gb/s modulators for coherent applications. We also supply a 400 Gb/s modulator 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. 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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Discrete lasers and receivers.
Our portfolio of discrete receivers for metro and long-haul applications includes 10 Gb/s XMD PIN and avalanche photodiode ("APD") receivers, 10 Gb/s coplanar receivers in PIN and APD configurations and 20 Gb/s balanced receivers. We also supply distributed feedback ("DFB") laser die at 10 Gb/s and 25 Gb/s.
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Year Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
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||||||
|
(Thousands)
|
||||||||||
100 Gb/s transmission modules
|
$
|
457,975
|
|
|
$
|
228,619
|
|
|
$
|
119,276
|
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40 Gb/s and lower transmission modules
|
142,993
|
|
|
179,295
|
|
|
212,636
|
|
|||
Industrial and consumer
|
—
|
|
|
—
|
|
|
9,364
|
|
|||
|
$
|
600,968
|
|
|
$
|
407,914
|
|
|
$
|
341,276
|
|
|
Year Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
(Thousands)
|
||||||||||
Asia-Pacific:
|
|
|
|
|
|
||||||
China
|
$
|
227,897
|
|
|
$
|
167,229
|
|
|
$
|
105,516
|
|
Thailand
|
97,808
|
|
|
11,161
|
|
|
3,676
|
|
|||
Malaysia
|
20,965
|
|
|
31,823
|
|
|
47,335
|
|
|||
Other Asia-Pacific
|
15,776
|
|
|
6,665
|
|
|
3,134
|
|
|||
Total Asia-Pacific
|
$
|
362,446
|
|
|
$
|
216,878
|
|
|
$
|
159,661
|
|
|
|
|
|
|
|
||||||
Americas:
|
|
|
|
|
|
||||||
United States
|
$
|
82,516
|
|
|
$
|
63,158
|
|
|
$
|
54,017
|
|
Mexico
|
43,122
|
|
|
46,385
|
|
|
40,900
|
|
|||
Other Americas
|
35,170
|
|
|
6,901
|
|
|
6,782
|
|
|||
Total Americas
|
$
|
160,808
|
|
|
$
|
116,444
|
|
|
$
|
101,699
|
|
|
|
|
|
|
|
||||||
EMEA:
|
|
|
|
|
|
||||||
Italy
|
$
|
32,926
|
|
|
$
|
27,249
|
|
|
$
|
25,034
|
|
Germany
|
14,221
|
|
|
21,284
|
|
|
25,825
|
|
|||
Other EMEA
|
21,050
|
|
|
18,918
|
|
|
20,640
|
|
|||
Total EMEA
|
$
|
68,197
|
|
|
$
|
67,451
|
|
|
$
|
71,499
|
|
|
|
|
|
|
|
||||||
Japan
|
$
|
9,517
|
|
|
$
|
7,141
|
|
|
$
|
8,417
|
|
|
|
|
|
|
|
||||||
Total revenues
|
$
|
600,968
|
|
|
$
|
407,914
|
|
|
$
|
341,276
|
|
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
(Thousands)
|
||||||||||
United States
|
$
|
11,057
|
|
|
$
|
1,985
|
|
|
$
|
1,581
|
|
|
|
|
|
|
|
||||||
Japan
|
$
|
49,843
|
|
|
$
|
32,244
|
|
|
$
|
16,698
|
|
China
|
25,010
|
|
|
12,456
|
|
|
8,046
|
|
|||
Malaysia
|
10,521
|
|
|
5,307
|
|
|
2,185
|
|
|||
United Kingdom
|
8,174
|
|
|
5,783
|
|
|
6,965
|
|
|||
Rest of world
|
9,728
|
|
|
7,270
|
|
|
6,291
|
|
|||
Total long-lived assets outside the United States
|
$
|
103,276
|
|
|
$
|
63,060
|
|
|
$
|
40,185
|
|
|
|
|
|
|
|
||||||
Total long-lived assets
|
$
|
114,333
|
|
|
$
|
65,045
|
|
|
$
|
41,766
|
|
•
|
develop or respond to new technologies or technical standards;
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•
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react to changing customer requirements and expectations;
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•
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devote needed resources to the development, production, promotion and sale of products;
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•
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attain high manufacturing yields on new product designs; and
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•
|
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;
|
•
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unanticipated costs and liabilities and unforeseen accounting charges;
|
•
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difficulty in integrating product offerings;
|
•
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difficulty in coordinating and rationalizing research and development activities to enhance introduction of new products and technologies with reduced cost;
|
•
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difficulty in coordinating and integrating the manufacturing activities, including with respect to third-party manufacturers, including coordination, integration or transfers of any manufacturing activities;
|
•
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delays and difficulties in delivery of products and services;
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•
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failure to effectively integrate or separate management information systems, personnel, research and development, marketing, sales and support operations;
|
•
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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;
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•
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difficulty in preserving important relationships of our acquired businesses and resolving potential conflicts between business cultures;
|
•
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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;
|
•
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loss of key employees;
|
•
|
difficulty in coordinating the global activities of our acquired businesses;
|
•
|
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;
|
•
|
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.
|
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
|
68,000
|
|
|
Office space, manufacturing, research and development
|
|
Lease
|
|
July 2025
|
San Jose, California
|
27,000
|
|
|
Corporate headquarters, office space, research and development
|
|
Lease
|
|
March 2021
|
|
Price Per Share of Common Stock
|
||||||
|
High
|
|
Low
|
||||
Fiscal year 2017 quarter ended:
|
|
|
|
||||
October 1, 2016
|
$
|
9.34
|
|
|
$
|
4.58
|
|
December 31, 2016
|
10.19
|
|
|
6.93
|
|
||
April 1, 2017
|
11.30
|
|
|
8.02
|
|
||
July 1, 2017
|
10.93
|
|
|
6.92
|
|
||
Fiscal year 2016 quarter ended:
|
|
|
|
||||
September 26, 2015
|
$
|
2.93
|
|
|
$
|
2.06
|
|
December 26, 2015
|
3.65
|
|
|
2.24
|
|
||
March 26, 2016
|
5.41
|
|
|
3.16
|
|
||
July 2, 2016
|
5.69
|
|
|
4.25
|
|
|
June 30,
2012 |
|
June 29,
2013 |
|
June 28,
2014 |
|
June 27,
2015
|
|
July 2,
2016
|
|
July 1,
2017
|
||||||||||||
Oclaro, Inc.
|
$
|
100.00
|
|
|
$
|
39.33
|
|
|
$
|
71.67
|
|
|
$
|
75.33
|
|
|
$
|
159.67
|
|
|
$
|
311.33
|
|
NASDAQ Composite Index
|
$
|
100.00
|
|
|
$
|
115.32
|
|
|
$
|
149.02
|
|
|
$
|
172.15
|
|
|
$
|
164.76
|
|
|
$
|
208.06
|
|
NASDAQ Telecommunications Index
|
$
|
100.00
|
|
|
$
|
124.08
|
|
|
$
|
140.36
|
|
|
$
|
147.34
|
|
|
$
|
142.27
|
|
|
$
|
161.60
|
|
|
Year Ended
|
||||||||||||||||||
|
July 1,
2017
|
|
July 2,
2016
|
|
June 27,
2015
|
|
June 28,
2014
|
|
June 29,
2013
|
||||||||||
|
(Thousands, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
600,968
|
|
|
$
|
407,914
|
|
|
$
|
341,276
|
|
|
$
|
390,871
|
|
|
$
|
404,629
|
|
Operating income (loss)
|
118,968
|
|
|
15,842
|
|
|
(45,461
|
)
|
|
(102,331
|
)
|
|
(124,795
|
)
|
|||||
Income (loss) from continuing operations
|
127,859
|
|
|
8,580
|
|
|
(48,234
|
)
|
|
(102,125
|
)
|
|
(120,295
|
)
|
|||||
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
(8,458
|
)
|
|
119,944
|
|
|
(2,450
|
)
|
|||||
Net income (loss)
|
127,859
|
|
|
8,580
|
|
|
(56,692
|
)
|
|
17,819
|
|
|
(122,745
|
)
|
|||||
Income (loss) from continuing operations per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.81
|
|
|
$
|
0.08
|
|
|
$
|
(0.45
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(1.37
|
)
|
Diluted
|
$
|
0.77
|
|
|
$
|
0.08
|
|
|
$
|
(0.45
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(1.37
|
)
|
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
158,115
|
|
|
110,599
|
|
|
108,144
|
|
|
98,986
|
|
|
87,770
|
|
|||||
Diluted
|
165,031
|
|
|
113,228
|
|
|
108,144
|
|
|
98,986
|
|
|
87,770
|
|
|
July 1,
2017
|
|
July 2,
2016
|
|
June 27,
2015
|
|
June 28,
2014
|
|
June 29,
2013
|
||||||||||
|
(Thousands)
|
||||||||||||||||||
Total assets
|
$
|
665,149
|
|
|
$
|
359,049
|
|
|
$
|
325,884
|
|
|
$
|
365,685
|
|
|
$
|
449,894
|
|
Total stockholders’ equity
|
513,673
|
|
|
166,611
|
|
|
153,000
|
|
|
207,928
|
|
|
154,132
|
|
|||||
Long-term obligations
|
12,398
|
|
|
75,857
|
|
|
71,545
|
|
|
18,884
|
|
|
48,756
|
|
|
Year Ended
|
|
|
|
Increase
(Decrease) |
|
||||||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
Change
|
|
|
|||||||||||||||
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
||||||||||
Revenues
|
$
|
600,968
|
|
|
100.0
|
|
|
$
|
407,914
|
|
|
100.0
|
|
|
$
|
193,054
|
|
|
47.3
|
|
|
|
Cost of revenues
|
365,729
|
|
|
60.9
|
|
|
291,496
|
|
|
71.5
|
|
|
74,233
|
|
|
25.5
|
|
|
||||
Gross profit
|
235,239
|
|
|
39.1
|
|
|
116,418
|
|
|
28.5
|
|
|
118,821
|
|
|
102.1
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
57,094
|
|
|
9.5
|
|
|
46,067
|
|
|
11.3
|
|
|
11,027
|
|
|
23.9
|
|
|
||||
Selling, general and administrative
|
58,461
|
|
|
9.7
|
|
|
53,457
|
|
|
13.1
|
|
|
5,004
|
|
|
9.4
|
|
|
||||
Amortization of other intangible assets
|
786
|
|
|
0.1
|
|
|
995
|
|
|
0.2
|
|
|
(209
|
)
|
|
(21.0
|
)
|
|
||||
Restructuring, acquisition and related (income) expense, net
|
60
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
35
|
|
|
140.0
|
|
|
||||
(Gain) loss on sale of property and equipment
|
(130
|
)
|
|
—
|
|
|
32
|
|
|
—
|
|
|
(162
|
)
|
|
n/m
|
|
(1
|
)
|
|||
Total operating expenses
|
116,271
|
|
|
19.3
|
|
|
100,576
|
|
|
24.6
|
|
|
15,695
|
|
|
15.6
|
|
|
||||
Operating income
|
118,968
|
|
|
19.8
|
|
|
15,842
|
|
|
3.9
|
|
|
103,126
|
|
|
651.0
|
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income (expense), net
|
(13,313
|
)
|
|
(2.2
|
)
|
|
(4,986
|
)
|
|
(1.2
|
)
|
|
(8,327
|
)
|
|
167.0
|
|
|
||||
Loss on foreign currency transactions
|
(3,652
|
)
|
|
(0.6
|
)
|
|
(2,362
|
)
|
|
(0.6
|
)
|
|
(1,290
|
)
|
|
54.6
|
|
|
||||
Other income (expense), net
|
810
|
|
|
0.1
|
|
|
935
|
|
|
0.2
|
|
|
(125
|
)
|
|
(13.4
|
)
|
|
||||
Total other income (expense)
|
(16,155
|
)
|
|
(2.7
|
)
|
|
(6,413
|
)
|
|
(1.6
|
)
|
|
(9,742
|
)
|
|
151.9
|
|
|
||||
Income before income taxes
|
102,813
|
|
|
17.1
|
|
|
9,429
|
|
|
2.3
|
|
|
93,384
|
|
|
990.4
|
|
|
||||
Income tax (benefit) provision
|
(25,046
|
)
|
|
(4.2
|
)
|
|
849
|
|
|
0.2
|
|
|
(25,895
|
)
|
|
n/m
|
|
(1
|
)
|
|||
Net income
|
$
|
127,859
|
|
|
21.3
|
|
|
$
|
8,580
|
|
|
2.1
|
|
|
$
|
119,279
|
|
|
1,390.2
|
|
|
(1)
|
Not meaningful
|
|
Year Ended
|
|
|
|
Increase
(Decrease) |
|
||||||||||||||||
|
July 2, 2016
|
|
June 27, 2015
|
|
Change
|
|
|
|||||||||||||||
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
||||||||||
Revenues
|
$
|
407,914
|
|
|
100.0
|
|
|
$
|
341,276
|
|
|
100.0
|
|
|
$
|
66,638
|
|
|
19.5
|
|
|
|
Cost of revenues
|
291,496
|
|
|
71.5
|
|
|
284,528
|
|
|
83.4
|
|
|
6,968
|
|
|
2.4
|
|
|
||||
Gross profit
|
116,418
|
|
|
28.5
|
|
|
56,748
|
|
|
16.6
|
|
|
59,670
|
|
|
105.1
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
46,067
|
|
|
11.3
|
|
|
46,419
|
|
|
13.6
|
|
|
(352
|
)
|
|
(0.8
|
)
|
|
||||
Selling, general and administrative
|
53,457
|
|
|
13.1
|
|
|
56,256
|
|
|
16.5
|
|
|
(2,799
|
)
|
|
(5.0
|
)
|
|
||||
Amortization of other intangible assets
|
995
|
|
|
0.2
|
|
|
1,133
|
|
|
0.3
|
|
|
(138
|
)
|
|
(12.2
|
)
|
|
||||
Restructuring, acquisition and related (income) expense, net
|
25
|
|
|
—
|
|
|
(1,516
|
)
|
|
(0.5
|
)
|
|
1,541
|
|
|
n/m
|
|
(1
|
)
|
|||
(Gain) loss on sale of property and equipment
|
32
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
|
115
|
|
|
n/m
|
|
(1
|
)
|
|||
Total operating expenses
|
100,576
|
|
|
24.6
|
|
|
102,209
|
|
|
29.9
|
|
|
(1,633
|
)
|
|
(1.6
|
)
|
|
||||
Operating loss
|
15,842
|
|
|
3.9
|
|
|
(45,461
|
)
|
|
(13.3
|
)
|
|
61,303
|
|
|
n/m
|
|
(1
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income (expense), net
|
(4,986
|
)
|
|
(1.2
|
)
|
|
(2,051
|
)
|
|
(0.6
|
)
|
|
(2,935
|
)
|
|
143.1
|
|
|
||||
Loss on foreign currency transactions
|
(2,362
|
)
|
|
(0.6
|
)
|
|
(2,144
|
)
|
|
(0.6
|
)
|
|
(218
|
)
|
|
10.2
|
|
|
||||
Other income (expense), net
|
935
|
|
|
0.2
|
|
|
1,750
|
|
|
0.5
|
|
|
(815
|
)
|
|
(46.6
|
)
|
|
||||
Total other income (expense)
|
(6,413
|
)
|
|
(1.6
|
)
|
|
(2,445
|
)
|
|
(0.7
|
)
|
|
(3,968
|
)
|
|
162.3
|
|
|
||||
Income (loss) from continuing operations before income taxes
|
9,429
|
|
|
2.3
|
|
|
(47,906
|
)
|
|
(14.0
|
)
|
|
57,335
|
|
|
n/m
|
|
(1
|
)
|
|||
Income tax provision
|
849
|
|
|
0.2
|
|
|
328
|
|
|
0.1
|
|
|
521
|
|
|
158.8
|
|
|
||||
Income (loss) from continuing operations
|
8,580
|
|
|
2.1
|
|
|
(48,234
|
)
|
|
(14.1
|
)
|
|
56,814
|
|
|
n/m
|
|
(1
|
)
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(8,458
|
)
|
|
(2.5
|
)
|
|
8,458
|
|
|
(100.0
|
)
|
|
||||
Net income (loss)
|
$
|
8,580
|
|
|
2.1
|
|
|
$
|
(56,692
|
)
|
|
(16.6
|
)
|
|
$
|
65,272
|
|
|
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.
|
|
Year Ended
|
|
|
||||||||
|
July 2, 2016
|
|
June 27, 2015
|
|
Change
|
||||||
|
(Thousands)
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of revenues
|
—
|
|
|
163
|
|
|
(163
|
)
|
|||
Gross profit
|
—
|
|
|
(163
|
)
|
|
163
|
|
|||
Operating expenses
|
—
|
|
|
645
|
|
|
(645
|
)
|
|||
Other income (expense), net
|
—
|
|
|
(7,650
|
)
|
|
7,650
|
|
|||
Loss from discontinued operations before income taxes
|
—
|
|
|
(8,458
|
)
|
|
8,458
|
|
|||
Income tax provision
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loss from discontinued operations
|
$
|
—
|
|
|
$
|
(8,458
|
)
|
|
$
|
8,458
|
|
|
Capital
Lease
Obligations
(1)
|
|
Operating
Lease
Obligations
|
|
Sublease
Income
|
|
Purchase
Obligations
|
|
Total
|
||||||||||
|
|
|
(Thousands)
|
|
|
|
|
||||||||||||
Fiscal Year:
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
$
|
2,439
|
|
|
$
|
8,748
|
|
|
$
|
(388
|
)
|
|
$
|
142,174
|
|
|
$
|
152,973
|
|
2019
|
566
|
|
|
8,624
|
|
|
(147
|
)
|
|
—
|
|
|
9,043
|
|
|||||
2020
|
604
|
|
|
7,382
|
|
|
(124
|
)
|
|
—
|
|
|
7,862
|
|
|||||
2021
|
262
|
|
|
7,201
|
|
|
(15
|
)
|
|
—
|
|
|
7,448
|
|
|||||
2022
|
—
|
|
|
6,890
|
|
|
—
|
|
|
—
|
|
|
6,890
|
|
|||||
Thereafter
|
—
|
|
|
40,456
|
|
|
—
|
|
|
—
|
|
|
40,456
|
|
|||||
|
$
|
3,871
|
|
|
$
|
79,301
|
|
|
$
|
(674
|
)
|
|
$
|
142,174
|
|
|
$
|
224,672
|
|
(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.
|
(a)
|
The following documents are filed as part of or are included in this Annual Report:
|
|
|
|
OCLARO, INC.
(Registrant)
|
|
|
|
|
August 18, 2017
|
By:
|
|
/s/ Greg Dougherty
|
|
|
|
Greg Dougherty
|
|
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Greg Dougherty
|
|
Director and Chief Executive Officer
|
|
August 18, 2017
|
Greg Dougherty
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Pete Mangan
|
|
Chief Financial Officer
|
|
August 18, 2017
|
Pete Mangan
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Mike Fernicola
|
|
Chief Accounting Officer
|
|
August 18, 2017
|
Mike Fernicola
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Marissa Peterson
|
|
Chair of the Board
|
|
August 18, 2017
|
Marissa Peterson
|
|
|
|
|
|
|
|
|
|
/s/ Edward B. Collins
|
|
Director
|
|
August 18, 2017
|
Edward B. Collins
|
|
|
|
|
|
|
|
|
|
/s/ Kendall W. Cowan
|
|
Director
|
|
August 18, 2017
|
Kendall W. Cowan
|
|
|
|
|
|
|
|
|
|
/s/ Denise Haylor
|
|
Director
|
|
August 18, 2017
|
Denise Haylor
|
|
|
|
|
|
|
|
|
|
/s/ Joel Smith III
|
|
Director
|
|
August 18, 2017
|
Joel Smith III
|
|
|
|
|
|
|
|
|
|
/s/ William L. Smith
|
|
Director
|
|
August 18, 2017
|
William L. Smith
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands, except par value)
|
||||||
ASSETS
|
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
219,270
|
|
|
$
|
95,929
|
|
Restricted cash
|
716
|
|
|
715
|
|
||
Short-term investments
|
37,559
|
|
|
—
|
|
||
Accounts receivable, net of allowances for doubtful accounts of $1,533 and $1,674 as of July 1, 2017 and of July 2, 2016, respectively
|
122,287
|
|
|
93,571
|
|
||
Inventories
|
101,068
|
|
|
76,369
|
|
||
Prepaid expenses and other current assets
|
40,870
|
|
|
23,591
|
|
||
Total current assets
|
521,770
|
|
|
290,175
|
|
||
Property and equipment, net
|
114,333
|
|
|
65,045
|
|
||
Other intangible assets, net
|
699
|
|
|
1,498
|
|
||
Deferred tax assets, non-current
|
25,774
|
|
|
94
|
|
||
Other non-current assets
|
2,573
|
|
|
2,237
|
|
||
Total assets
|
$
|
665,149
|
|
|
$
|
359,049
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
88,316
|
|
|
$
|
71,201
|
|
Accrued expenses and other liabilities
|
42,499
|
|
|
34,818
|
|
||
Capital lease obligations, current
|
2,368
|
|
|
3,753
|
|
||
Total current liabilities
|
133,183
|
|
|
109,772
|
|
||
Deferred gain on sale-leasebacks
|
5,895
|
|
|
6,809
|
|
||
Convertible notes payable
|
—
|
|
|
62,058
|
|
||
Capital lease obligations, non-current
|
1,379
|
|
|
2,105
|
|
||
Other non-current liabilities
|
11,019
|
|
|
11,694
|
|
||
Total liabilities
|
151,476
|
|
|
192,438
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock: 1,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock: $0.01 par value per share; 275,000 shares authorized; 167,639 shares issued and outstanding at July 1, 2017; and 112,207 shares issued and outstanding at July 2, 2016
|
1,676
|
|
|
1,122
|
|
||
Additional paid-in capital
|
1,688,777
|
|
|
1,471,280
|
|
||
Accumulated other comprehensive income
|
40,973
|
|
|
39,821
|
|
||
Accumulated deficit
|
(1,217,753
|
)
|
|
(1,345,612
|
)
|
||
Total stockholders’ equity
|
513,673
|
|
|
166,611
|
|
||
Total liabilities and stockholders’ equity
|
$
|
665,149
|
|
|
$
|
359,049
|
|
|
Year Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
(Thousands, except per share amounts)
|
||||||||||
Revenues, including $3,604 from related parties for the year ended June 27, 2015
|
$
|
600,968
|
|
|
$
|
407,914
|
|
|
$
|
341,276
|
|
Cost of revenues
|
365,729
|
|
|
291,496
|
|
|
284,528
|
|
|||
Gross profit
|
235,239
|
|
|
116,418
|
|
|
56,748
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
57,094
|
|
|
46,067
|
|
|
46,419
|
|
|||
Selling, general and administrative
|
58,461
|
|
|
53,457
|
|
|
56,256
|
|
|||
Amortization of other intangible assets
|
786
|
|
|
995
|
|
|
1,133
|
|
|||
Restructuring, acquisition and related (income) expense, net
|
60
|
|
|
25
|
|
|
(1,516
|
)
|
|||
(Gain) loss on sale of property and equipment
|
(130
|
)
|
|
32
|
|
|
(83
|
)
|
|||
Total operating expenses
|
116,271
|
|
|
100,576
|
|
|
102,209
|
|
|||
Operating income (loss)
|
118,968
|
|
|
15,842
|
|
|
(45,461
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income (expense), net
|
(13,313
|
)
|
|
(4,986
|
)
|
|
(2,051
|
)
|
|||
Loss on foreign currency transactions
|
(3,652
|
)
|
|
(2,362
|
)
|
|
(2,144
|
)
|
|||
Other income (expense), net
|
810
|
|
|
935
|
|
|
1,750
|
|
|||
Total other income (expense)
|
(16,155
|
)
|
|
(6,413
|
)
|
|
(2,445
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
102,813
|
|
|
9,429
|
|
|
(47,906
|
)
|
|||
Income tax (benefit) provision
|
(25,046
|
)
|
|
849
|
|
|
328
|
|
|||
Income (loss) from continuing operations
|
127,859
|
|
|
8,580
|
|
|
(48,234
|
)
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(8,458
|
)
|
|||
Net income (loss)
|
$
|
127,859
|
|
|
$
|
8,580
|
|
|
$
|
(56,692
|
)
|
Basic net income (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations
|
$
|
0.81
|
|
|
$
|
0.08
|
|
|
$
|
(0.45
|
)
|
Loss per share from discontinued operations
|
—
|
|
|
—
|
|
|
(0.08
|
)
|
|||
Basic net income (loss) per share
|
$
|
0.81
|
|
|
$
|
0.08
|
|
|
$
|
(0.52
|
)
|
Diluted net income (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations
|
$
|
0.77
|
|
|
$
|
0.08
|
|
|
$
|
(0.45
|
)
|
Loss per share from discontinued operations
|
—
|
|
|
—
|
|
|
(0.08
|
)
|
|||
Diluted net income (loss) per share
|
$
|
0.77
|
|
|
$
|
0.08
|
|
|
$
|
(0.52
|
)
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
158,115
|
|
|
110,599
|
|
|
108,144
|
|
|||
Diluted
|
165,031
|
|
|
113,228
|
|
|
108,144
|
|
|
Year Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
(Thousands)
|
||||||||||
Net income (loss)
|
$
|
127,859
|
|
|
$
|
8,580
|
|
|
$
|
(56,692
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
(8
|
)
|
|
—
|
|
|
209
|
|
|||
Currency translation adjustments
|
947
|
|
|
(1,167
|
)
|
|
(5,139
|
)
|
|||
Pension adjustments
|
213
|
|
|
(538
|
)
|
|
592
|
|
|||
Total comprehensive income (loss)
|
$
|
129,011
|
|
|
$
|
6,875
|
|
|
$
|
(61,030
|
)
|
|
Year Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
(Thousands)
|
||||||||||
Cash flows from operating activities:
|
|
||||||||||
Net income (loss)
|
$
|
127,859
|
|
|
$
|
8,580
|
|
|
$
|
(56,692
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
21,544
|
|
|
16,755
|
|
|
18,613
|
|
|||
Stock-based compensation expense
|
11,195
|
|
|
8,201
|
|
|
6,164
|
|
|||
Interest make-whole charge and induced conversion expense related to convertible notes
|
8,463
|
|
|
—
|
|
|
—
|
|
|||
Amortization and write-off of debt discount and issuance costs
|
102
|
|
|
812
|
|
|
305
|
|
|||
Release of valuation allowance on deferred tax assets
|
(25,680
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred gain on sale-leaseback
|
(743
|
)
|
|
(842
|
)
|
|
(914
|
)
|
|||
(Gain) loss on sale of property and equipment
|
(130
|
)
|
|
32
|
|
|
(83
|
)
|
|||
Gain on sale of Komoro Business
|
—
|
|
|
—
|
|
|
(8,315
|
)
|
|||
Adjustment to the hold-backs related to the sales of the Zurich and Amplifier Businesses
|
—
|
|
|
—
|
|
|
7,650
|
|
|||
Other adjustments
|
—
|
|
|
—
|
|
|
161
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(28,811
|
)
|
|
(23,409
|
)
|
|
138
|
|
|||
Inventories
|
(26,997
|
)
|
|
(11,008
|
)
|
|
(5,308
|
)
|
|||
Prepaid expenses and other current assets
|
(17,940
|
)
|
|
(2,383
|
)
|
|
7,996
|
|
|||
Other non-current assets
|
(255
|
)
|
|
98
|
|
|
(267
|
)
|
|||
Accounts payable
|
9,643
|
|
|
9,455
|
|
|
(4,873
|
)
|
|||
Accrued expenses and other liabilities
|
9,128
|
|
|
(24
|
)
|
|
(10,828
|
)
|
|||
Net cash provided by (used in) operating activities
|
87,378
|
|
|
6,267
|
|
|
(46,253
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(61,893
|
)
|
|
(27,750
|
)
|
|
(18,084
|
)
|
|||
Purchases of short-term investments
|
(69,415
|
)
|
|
—
|
|
|
—
|
|
|||
Maturities of short-term investments
|
32,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of property and equipment
|
231
|
|
|
—
|
|
|
—
|
|
|||
Transfer (to) from restricted cash
|
(1
|
)
|
|
2,418
|
|
|
1,793
|
|
|||
Proceeds from sale of Komoro Business
|
—
|
|
|
—
|
|
|
14,647
|
|
|||
Proceeds from sale of Zurich Business
|
—
|
|
|
—
|
|
|
1,410
|
|
|||
Proceeds from sale of Amplifier Business
|
—
|
|
|
—
|
|
|
940
|
|
|||
Proceeds from sale of investments
|
|
|
|
—
|
|
|
141
|
|
|||
Net cash provided by (used in) investing activities
|
(99,078
|
)
|
|
(25,332
|
)
|
|
847
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from the sale of common stock in connection with public offering, net of expenses
|
135,153
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the exercise of stock options
|
4,873
|
|
|
286
|
|
|
42
|
|
|||
Shares repurchased for tax withholdings on vesting of restricted stock units
|
(4,426
|
)
|
|
(1,641
|
)
|
|
—
|
|
|||
Payments on capital lease obligations
|
(2,183
|
)
|
|
(3,151
|
)
|
|
(4,153
|
)
|
|||
Proceeds from the sale of convertible notes, net
|
—
|
|
|
—
|
|
|
60,941
|
|
|||
Net cash provided by (used in) financing activities
|
133,417
|
|
|
(4,506
|
)
|
|
56,830
|
|
|||
Effect of exchange rate on cash and cash equivalents
|
1,624
|
|
|
7,660
|
|
|
1,443
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
123,341
|
|
|
(15,911
|
)
|
|
12,867
|
|
|||
Cash and cash equivalents at beginning of fiscal year
|
95,929
|
|
|
111,840
|
|
|
98,973
|
|
|||
Cash and cash equivalents at end of fiscal year
|
$
|
219,270
|
|
|
$
|
95,929
|
|
|
$
|
111,840
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
13,313
|
|
|
$
|
3,936
|
|
|
$
|
123
|
|
Cash paid for income taxes
|
1,939
|
|
|
334
|
|
|
507
|
|
|||
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
|
10,388
|
|
|
8,176
|
|
|
—
|
|
|||
Capital lease obligations incurred for purchases of property and equipment
|
397
|
|
|
2,390
|
|
|
—
|
|
|
|
|
|
|
Additional Paid-In Capital
|
|
Accumulated
Other Comprehen-sive Income
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
|||||||||||
|
Common Stock
|
|
|
|
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
(Thousands)
|
|||||||||||||||||||||
Balance at June 28, 2014
|
107,779
|
|
|
$
|
1,077
|
|
|
$
|
1,458,487
|
|
|
$
|
45,864
|
|
|
$
|
(1,297,500
|
)
|
|
$
|
207,928
|
|
Issuance of common stock related to restricted stock units and awards
|
2,085
|
|
|
21
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Issuance of common stock upon the exercise of 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
|
|
|||||
Issuance of common stock related to restricted stock units and awards
|
2,212
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||
Common stock repurchased for tax withholdings on vesting of restricted stock units
|
—
|
|
|
—
|
|
|
(1,640
|
)
|
|
—
|
|
|
—
|
|
|
(1,640
|
)
|
|||||
Issuance of common stock upon the exercise of stock options
|
106
|
|
|
1
|
|
|
264
|
|
|
—
|
|
|
—
|
|
|
265
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
8,089
|
|
|
—
|
|
|
—
|
|
|
8,089
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,705
|
)
|
|
—
|
|
|
(1,705
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,580
|
|
|
8,580
|
|
|||||
Balance at July 2, 2016
|
112,207
|
|
|
1,122
|
|
|
1,471,280
|
|
|
39,821
|
|
|
(1,345,612
|
)
|
|
166,611
|
|
|||||
Issuance of common stock related to restricted stock units and awards
|
2,504
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||
Common stock repurchased for tax withholdings on vesting of restricted stock units
|
—
|
|
|
—
|
|
|
(4,426
|
)
|
|
—
|
|
|
—
|
|
|
(4,426
|
)
|
|||||
Issuance of common stock upon the exercise of stock options
|
1,018
|
|
|
10
|
|
|
4,863
|
|
|
—
|
|
|
—
|
|
|
4,873
|
|
|||||
Issuance of common stock in connection with public offering
|
17,250
|
|
|
173
|
|
|
134,980
|
|
|
—
|
|
|
—
|
|
|
135,153
|
|
|||||
Issuance of common stock in connection with exchange of convertible notes
|
34,660
|
|
|
346
|
|
|
70,276
|
|
|
—
|
|
|
—
|
|
|
70,622
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
11,804
|
|
|
—
|
|
|
—
|
|
|
11,804
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,152
|
|
|
|
|
1,152
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127,859
|
|
|
127,859
|
|
|||||
Balance at July 1, 2017
|
167,639
|
|
|
$
|
1,676
|
|
|
$
|
1,688,777
|
|
|
$
|
40,973
|
|
|
$
|
(1,217,753
|
)
|
|
$
|
513,673
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands)
|
||||||
Cash and cash equivalents:
|
|
||||||
Cash-in-bank
|
$
|
79,259
|
|
|
$
|
70,925
|
|
Money market funds
|
99,037
|
|
|
25,004
|
|
||
Commercial paper
|
22,981
|
|
|
—
|
|
||
Corporate bonds
|
2,012
|
|
|
—
|
|
||
U.S. agency securities
|
15,981
|
|
|
—
|
|
||
|
$
|
219,270
|
|
|
$
|
95,929
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands)
|
||||||
Short-term investments:
|
|
||||||
Commercial paper
|
$
|
23,459
|
|
|
$
|
—
|
|
Corporate bonds
|
10,094
|
|
|
—
|
|
||
U.S. Treasury securities
|
4,006
|
|
|
—
|
|
||
|
$
|
37,559
|
|
|
$
|
—
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands)
|
||||||
Inventories:
|
|
||||||
Raw materials
|
$
|
32,421
|
|
|
$
|
23,751
|
|
Work-in-process
|
35,094
|
|
|
32,819
|
|
||
Finished goods
|
33,553
|
|
|
19,799
|
|
||
|
$
|
101,068
|
|
|
$
|
76,369
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands)
|
||||||
Property and equipment, net:
|
|
||||||
Buildings and improvements
|
$
|
10,222
|
|
|
$
|
10,389
|
|
Plant and machinery
|
99,779
|
|
|
59,696
|
|
||
Fixtures, fittings and equipment
|
3,225
|
|
|
3,005
|
|
||
Computer equipment
|
15,901
|
|
|
9,846
|
|
||
|
129,127
|
|
|
82,936
|
|
||
Less: accumulated depreciation
|
(14,794
|
)
|
|
(17,891
|
)
|
||
|
$
|
114,333
|
|
|
$
|
65,045
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands)
|
||||||
Accrued expenses and other liabilities:
|
|
|
|
||||
Trade payables
|
$
|
7,805
|
|
|
$
|
6,429
|
|
Compensation and benefits related accruals
|
13,837
|
|
|
14,038
|
|
||
Warranty accrual
|
4,124
|
|
|
3,827
|
|
||
Accrued restructuring, current
|
—
|
|
|
204
|
|
||
Purchase commitments in excess of future demand, current
|
4,009
|
|
|
1,723
|
|
||
Other accruals
|
12,724
|
|
|
8,597
|
|
||
|
$
|
42,499
|
|
|
$
|
34,818
|
|
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 July 1, 2017 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
|
$
|
99,037
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
99,037
|
|
|
Commercial paper
|
—
|
|
|
22,981
|
|
|
—
|
|
|
22,981
|
|
||||
|
Corporate bonds
|
—
|
|
|
2,012
|
|
|
—
|
|
|
2,012
|
|
||||
|
U.S. agency securities
|
—
|
|
|
15,981
|
|
|
—
|
|
|
15,981
|
|
||||
Restricted cash:
|
|
|
|
|
|
|
|
|||||||||
|
Money market funds
|
712
|
|
|
—
|
|
|
—
|
|
|
712
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|||||||||
|
Commercial paper
|
—
|
|
|
23,459
|
|
|
—
|
|
|
23,459
|
|
||||
|
Corporate bonds
|
—
|
|
|
10,094
|
|
|
—
|
|
|
10,094
|
|
||||
|
U.S. Treasury securities
|
—
|
|
|
4,006
|
|
|
—
|
|
|
4,006
|
|
||||
Total assets measured at fair value
|
$
|
99,749
|
|
|
$
|
78,533
|
|
|
$
|
—
|
|
|
$
|
178,282
|
|
(1)
|
Excludes
$79.3 million
in cash held in our bank accounts at
July 1, 2017
.
|
|
|
Fair Value Measurement at July 2, 2016 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
|
$
|
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
.
|
|
Year Ended
|
||
|
June 27, 2015
|
||
|
(Thousands)
|
||
Revenues
|
$
|
—
|
|
Cost of revenues
|
—
|
|
|
Gross profit
|
—
|
|
|
Operating expenses
|
161
|
|
|
Other income (expense), net
|
(3,060
|
)
|
|
Loss from discontinued operations before income taxes
|
(3,221
|
)
|
|
Income tax provision
|
—
|
|
|
Loss from discontinued operations
|
$
|
(3,221
|
)
|
|
Year Ended
|
||
|
June 27, 2015
|
||
|
(Thousands)
|
||
Revenues
|
$
|
—
|
|
Cost of revenues
|
163
|
|
|
Gross profit
|
(163
|
)
|
|
Operating expenses
|
484
|
|
|
Other income (expense), net
|
(4,590
|
)
|
|
Loss from discontinued operations before income taxes
|
(5,237
|
)
|
|
Income tax provision
|
—
|
|
|
Loss from discontinued operations
|
$
|
(5,237
|
)
|
|
Core and
Current
Technology
|
|
Development
and Supply
Agreements
|
|
Customer
Relationships
|
|
Patent
Portfolio
|
|
Other
Intangibles
|
|
Amortization
|
|
Total
|
||||||||||||||
|
(Thousands)
|
||||||||||||||||||||||||||
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
|
|
|||||||
Amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(995
|
)
|
|
(995
|
)
|
|||||||
Translations and adjustments
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|||||||
Balance at July 2, 2016
|
6,249
|
|
|
4,509
|
|
|
2,402
|
|
|
915
|
|
|
3,338
|
|
|
(15,915
|
)
|
|
1,498
|
|
|||||||
Amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(786
|
)
|
|
(786
|
)
|
|||||||
Translations and adjustments
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||||
Balance at July 1, 2017
|
$
|
6,249
|
|
|
$
|
4,496
|
|
|
$
|
2,402
|
|
|
$
|
915
|
|
|
$
|
3,338
|
|
|
$
|
(16,701
|
)
|
|
$
|
699
|
|
|
Lease
Cancellations,
Commitments
and Other
Charges
|
|
Termination
Payments to
Employees
and Related
Costs
|
|
Total
Accrued
Restructuring
Charges
|
||||||
|
(Thousands)
|
||||||||||
Balance at June 28, 2014
|
$
|
1,881
|
|
|
$
|
962
|
|
|
$
|
2,843
|
|
Charged to restructuring costs
|
(36
|
)
|
|
6,552
|
|
|
6,516
|
|
|||
Paid or other adjustments
|
(1,617
|
)
|
|
(7,030
|
)
|
|
(8,647
|
)
|
|||
Balance at June 27, 2015
|
228
|
|
|
484
|
|
|
712
|
|
|||
Charged to restructuring costs
|
—
|
|
|
370
|
|
|
370
|
|
|||
Paid or other adjustments
|
(228
|
)
|
|
(650
|
)
|
|
(878
|
)
|
|||
Balance at July 2, 2016
|
—
|
|
|
204
|
|
|
204
|
|
|||
Charged to restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|||
Paid or other adjustments
|
—
|
|
|
(204
|
)
|
|
(204
|
)
|
|||
Balance at July 1, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
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.
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
|
|
|
|
||||
Principal value of the liability component
|
$
|
—
|
|
|
$
|
65,000
|
|
Unamortized value of the debt discount and issuance costs
|
—
|
|
|
(2,942
|
)
|
||
Net carrying value of the liability component
|
$
|
—
|
|
|
$
|
62,058
|
|
|
|
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands)
|
||||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation, beginning of period
|
$
|
6,912
|
|
|
$
|
4,817
|
|
Service cost
|
624
|
|
|
560
|
|
||
Interest cost
|
4
|
|
|
48
|
|
||
Benefits paid
|
(197
|
)
|
|
(144
|
)
|
||
Actuarial (gain) loss on obligation
|
(213
|
)
|
|
614
|
|
||
Currency translation adjustment
|
(578
|
)
|
|
1,017
|
|
||
Projected benefit obligation, end of period
|
$
|
6,552
|
|
|
$
|
6,912
|
|
Amounts recognized in consolidated balance sheets:
|
|
|
|
||||
Accrued expenses and other liabilities:
|
|
|
|
||||
Underfunded pension liability
|
$
|
117
|
|
|
$
|
50
|
|
Other non-current liabilities:
|
|
|
|
||||
Underfunded pension liability
|
$
|
6,435
|
|
|
$
|
6,862
|
|
Amounts recognized in accumulated other comprehensive income, net of tax:
|
|
|
|
||||
Pension actuarial loss
|
$
|
150
|
|
|
$
|
363
|
|
Accumulated benefit obligation, end of period
|
$
|
6,552
|
|
|
$
|
6,912
|
|
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
(Thousands)
|
||||||||||
Service cost
|
$
|
624
|
|
|
$
|
560
|
|
|
$
|
693
|
|
Interest cost
|
4
|
|
|
48
|
|
|
69
|
|
|||
Net amortization
|
—
|
|
|
—
|
|
|
35
|
|
|||
Net periodic pension cost
|
$
|
628
|
|
|
$
|
608
|
|
|
$
|
797
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||
Discount rate
|
0.1
|
%
|
|
0.9
|
%
|
Salary increase rate
|
2.2
|
%
|
|
2.2
|
%
|
Expected average remaining working life (in years)
|
14.3
|
|
|
14.3
|
|
|
Year Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
(Thousands)
|
||||||||||
Warranty provision—beginning of period
|
$
|
3,827
|
|
|
$
|
2,932
|
|
|
$
|
4,672
|
|
Warranties issued
|
2,225
|
|
|
2,477
|
|
|
1,430
|
|
|||
Warranties utilized or expired
|
(1,878
|
)
|
|
(1,520
|
)
|
|
(2,709
|
)
|
|||
Currency translation and other adjustments
|
(50
|
)
|
|
(62
|
)
|
|
(461
|
)
|
|||
Warranty provision—end of period
|
$
|
4,124
|
|
|
$
|
3,827
|
|
|
$
|
2,932
|
|
|
Capital Leases
|
||
|
(Thousands)
|
||
Fiscal Year Ending:
|
|
||
2018
|
$
|
2,439
|
|
2019
|
566
|
|
|
2020
|
604
|
|
|
2021
|
262
|
|
|
Thereafter
|
—
|
|
|
Total minimum lease payments
|
3,871
|
|
|
Less amount representing interest
|
(124
|
)
|
|
Present value of capitalized payments
|
3,747
|
|
|
Less: current portion
|
(2,368
|
)
|
|
Long-term portion
|
$
|
1,379
|
|
|
Operating
Lease Payments |
|
Sublease
Income |
||||
|
(Thousands)
|
||||||
Fiscal Year:
|
|
||||||
2018
|
$
|
8,748
|
|
|
$
|
(388
|
)
|
2019
|
8,624
|
|
|
(147
|
)
|
||
2020
|
7,382
|
|
|
(124
|
)
|
||
2021
|
7,201
|
|
|
(15
|
)
|
||
2022
|
6,890
|
|
|
—
|
|
||
Thereafter
|
40,456
|
|
|
—
|
|
||
|
$
|
79,301
|
|
|
$
|
(674
|
)
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands)
|
||||||
Currency translation adjustments
|
$
|
41,131
|
|
|
$
|
40,184
|
|
Unrealized gain on marketable securities
|
(8
|
)
|
|
—
|
|
||
Japan defined benefit plan
|
(150
|
)
|
|
(363
|
)
|
||
|
$
|
40,973
|
|
|
$
|
39,821
|
|
|
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 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
|
|
||
Increase in share reserve
|
8,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Granted
|
(5,496
|
)
|
|
—
|
|
|
—
|
|
|
3,926
|
|
|
2.92
|
|
||
Exercised or released
|
—
|
|
|
(110
|
)
|
|
2.40
|
|
|
(2,897
|
)
|
|
2.13
|
|
||
Canceled or forfeited
|
1,399
|
|
|
(296
|
)
|
|
9.29
|
|
|
(552
|
)
|
|
1.87
|
|
||
Balances at July 2, 2016
|
12,824
|
|
|
2,975
|
|
|
7.03
|
|
|
5,022
|
|
|
2.67
|
|
||
Increase in share reserve
|
6,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Granted
|
(5,660
|
)
|
|
—
|
|
|
—
|
|
|
4,043
|
|
|
6.53
|
|
||
Exercised or released
|
163
|
|
|
(1,029
|
)
|
|
4.85
|
|
|
(3,257
|
)
|
|
2.57
|
|
||
Canceled or forfeited
|
254
|
|
|
(88
|
)
|
|
15.36
|
|
|
(121
|
)
|
|
4.76
|
|
||
Balances at July 1, 2017
|
13,581
|
|
|
1,858
|
|
|
$
|
7.84
|
|
|
5,687
|
|
|
$
|
5.43
|
|
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Life |
|
Aggregate
Intrinsic Value |
|||||
|
(Thousands)
|
|
|
|
(Years)
|
|
(Thousands)
|
|||||
Options and SARs exercisable at July 1, 2017
|
1,772
|
|
|
$
|
8.12
|
|
|
2.7
|
|
$
|
5,328
|
|
Options and SARs outstanding at July 1, 2017
|
1,858
|
|
|
$
|
7.84
|
|
|
2.9
|
|
$
|
5,956
|
|
|
Year Ended
|
||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
Stock options:
|
|
|
|
|
|
Expected life
|
N/A
|
|
N/A
|
|
5.3 years
|
Risk-free interest rate
|
N/A
|
|
N/A
|
|
1.6%
|
Volatility
|
N/A
|
|
N/A
|
|
76.9%
|
Dividend yield
|
N/A
|
|
N/A
|
|
—
|
|
Year Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
(Thousands)
|
||||||||||
Stock-based compensation by category of expense:
|
|
|
|
|
|
||||||
Cost of revenues
|
$
|
1,885
|
|
|
$
|
1,883
|
|
|
$
|
1,801
|
|
Research and development
|
2,290
|
|
|
1,689
|
|
|
1,515
|
|
|||
Selling, general and administrative
|
7,020
|
|
|
4,629
|
|
|
2,848
|
|
|||
|
$
|
11,195
|
|
|
$
|
8,201
|
|
|
$
|
6,164
|
|
Stock-based compensation by type of award:
|
|
|
|
|
|
||||||
Stock options
|
$
|
134
|
|
|
$
|
213
|
|
|
$
|
390
|
|
Restricted stock awards
|
11,670
|
|
|
7,876
|
|
|
5,670
|
|
|||
Inventory adjustment to cost of revenues
|
(214
|
)
|
|
112
|
|
|
104
|
|
|||
Adjustment for development of internal use software
|
(395
|
)
|
|
—
|
|
|
—
|
|
|||
|
$
|
11,195
|
|
|
$
|
8,201
|
|
|
$
|
6,164
|
|
|
Year Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
(Thousands)
|
||||||||||
Domestic
|
$
|
(12,579
|
)
|
|
$
|
(856
|
)
|
|
$
|
(5,725
|
)
|
Foreign
|
115,392
|
|
|
10,285
|
|
|
(42,181
|
)
|
|||
|
$
|
102,813
|
|
|
$
|
9,429
|
|
|
$
|
(47,906
|
)
|
|
Year Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
(Thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Domestic
|
$
|
6
|
|
|
$
|
16
|
|
|
$
|
(5
|
)
|
Foreign
|
629
|
|
|
1,023
|
|
|
543
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Domestic
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
(25,681
|
)
|
|
(190
|
)
|
|
(210
|
)
|
|||
|
$
|
(25,046
|
)
|
|
$
|
849
|
|
|
$
|
328
|
|
|
Year Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
(Thousands)
|
||||||||||
Tax expense (benefit) at U.S. federal statutory rate
|
$
|
34,957
|
|
|
$
|
3,206
|
|
|
$
|
(16,288
|
)
|
Tax expense (benefit) at state statutory rate
|
1,070
|
|
|
138
|
|
|
(487
|
)
|
|||
Other permanent adjustments
|
2,796
|
|
|
1,894
|
|
|
1,815
|
|
|||
Foreign rate differential
|
(9,043
|
)
|
|
(786
|
)
|
|
11,635
|
|
|||
Change in valuation allowance
|
(54,584
|
)
|
|
(3,705
|
)
|
|
4,165
|
|
|||
Other
|
(242
|
)
|
|
102
|
|
|
(512
|
)
|
|||
Provision for (benefit from) income taxes
|
$
|
(25,046
|
)
|
|
$
|
849
|
|
|
$
|
328
|
|
|
July 1, 2017
|
|
July 2, 2016
|
||||
|
(Thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
189,620
|
|
|
$
|
216,768
|
|
Depreciation and capital losses
|
25,809
|
|
|
27,373
|
|
||
Capitalized research and development
|
8,531
|
|
|
11,579
|
|
||
Inventory valuation
|
3,234
|
|
|
6,656
|
|
||
Accruals and reserves
|
13,613
|
|
|
14,126
|
|
||
Tax credit carryforwards
|
6,736
|
|
|
6,142
|
|
||
Stock-based compensation
|
2,424
|
|
|
1,905
|
|
||
Other asset impairments
|
1,999
|
|
|
2,016
|
|
||
Deferred tax assets
|
251,966
|
|
|
286,565
|
|
||
Valuation allowance
|
(225,643
|
)
|
|
(285,683
|
)
|
||
Total deferred tax assets
|
26,323
|
|
|
882
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Acquired intangibles
|
(454
|
)
|
|
(693
|
)
|
||
Withholding tax
|
(95
|
)
|
|
(95
|
)
|
||
Total deferred tax liabilities
|
(549
|
)
|
|
(788
|
)
|
||
Net deferred tax assets
|
$
|
25,774
|
|
|
$
|
94
|
|
|
July 1, 2017
|
|
Years of Expiration
|
||
|
(Thousands)
|
|
|
||
United Kingdom
|
$
|
468,436
|
|
|
Indefinite
|
Federal
|
236,633
|
|
|
2018 - 2037
|
|
California
|
166,527
|
|
|
2018 - 2037
|
|
Japan
|
44,898
|
|
|
2022 - 2026
|
|
Other Foreign
|
1,374
|
|
|
2018 -2037
|
|
Total
|
$
|
917,868
|
|
|
|
|
Year Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
|
|
(Thousands)
|
|
|
||||||
Balance at beginning of period
|
$
|
3,779
|
|
|
$
|
4,058
|
|
|
$
|
4,164
|
|
Additions for tax positions related to the current year
|
21
|
|
|
639
|
|
|
232
|
|
|||
Additions for tax positions related to prior years
|
6
|
|
|
538
|
|
|
759
|
|
|||
Reductions for tax positions related to prior years
|
(291
|
)
|
|
(1,016
|
)
|
|
(473
|
)
|
|||
Lapse of the applicable statute of limitations
|
—
|
|
|
(440
|
)
|
|
(624
|
)
|
|||
Balance at end of period
|
$
|
3,515
|
|
|
$
|
3,779
|
|
|
$
|
4,058
|
|
|
|
|
Year Ended
|
||||||||||
|
|
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
|
|
(Thousands, except per share amounts)
|
||||||||||
Net income (loss)
|
|
$
|
127,859
|
|
|
$
|
8,580
|
|
|
$
|
(56,692
|
)
|
|
|
|
|
|
|
|
|
|||||||
Weighted-average shares - Basic
|
|
158,115
|
|
|
110,599
|
|
|
108,144
|
|
||||
Effect of dilutive potential common shares from:
|
|
|
|
|
|
|
|||||||
Stock options and stock appreciation rights
|
|
674
|
|
|
204
|
|
|
—
|
|
||||
Restricted stock units and awards
|
|
2,489
|
|
|
2,425
|
|
|
—
|
|
||||
Convertible notes
|
|
3,753
|
|
|
—
|
|
|
—
|
|
||||
Weighted-average shares - Diluted
|
|
165,031
|
|
|
113,228
|
|
|
108,144
|
|
||||
|
|
|
|
|
|
|
|||||||
Basic net income (loss) per share
|
|
$
|
0.81
|
|
|
$
|
0.08
|
|
|
$
|
(0.52
|
)
|
|
Diluted net income (loss) per share
|
|
$
|
0.77
|
|
|
$
|
0.08
|
|
|
$
|
(0.52
|
)
|
|
Year Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
(Thousands)
|
||||||||||
Asia-Pacific:
|
|
|
|
|
|
||||||
China
|
227,897
|
|
|
167,229
|
|
|
105,516
|
|
|||
Thailand
|
97,808
|
|
|
11,161
|
|
|
3,676
|
|
|||
Malaysia
|
20,965
|
|
|
31,823
|
|
|
47,335
|
|
|||
Other Asia-Pacific
|
15,776
|
|
|
6,665
|
|
|
3,134
|
|
|||
Total Asia-Pacific
|
$
|
362,446
|
|
|
$
|
216,878
|
|
|
$
|
159,661
|
|
|
|
|
|
|
|
||||||
Americas:
|
|
|
|
|
|
||||||
United States
|
$
|
82,516
|
|
|
$
|
63,158
|
|
|
$
|
54,017
|
|
Mexico
|
43,122
|
|
|
46,385
|
|
|
40,900
|
|
|||
Other Americas
|
35,170
|
|
|
6,901
|
|
|
6,782
|
|
|||
Total Americas
|
$
|
160,808
|
|
|
$
|
116,444
|
|
|
$
|
101,699
|
|
|
|
|
|
|
|
||||||
EMEA:
|
|
|
|
|
|
||||||
Italy
|
$
|
32,926
|
|
|
$
|
27,249
|
|
|
$
|
25,034
|
|
Germany
|
14,221
|
|
|
21,284
|
|
|
25,825
|
|
|||
Other EMEA
|
21,050
|
|
|
18,918
|
|
|
20,640
|
|
|||
Total EMEA
|
$
|
68,197
|
|
|
$
|
67,451
|
|
|
$
|
71,499
|
|
|
|
|
|
|
|
||||||
Japan
|
$
|
9,517
|
|
|
$
|
7,141
|
|
|
$
|
8,417
|
|
|
|
|
|
|
|
||||||
Total revenues
|
$
|
600,968
|
|
|
$
|
407,914
|
|
|
$
|
341,276
|
|
|
Year Ended
|
||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
June 27, 2015
|
||||||
|
(Thousands)
|
||||||||||
100 Gb/s transmission modules
|
$
|
457,975
|
|
|
$
|
228,619
|
|
|
$
|
119,276
|
|
40 Gb/s and lower transmission modules
|
142,993
|
|
|
179,295
|
|
|
212,636
|
|
|||
Industrial and consumer
|
—
|
|
|
—
|
|
|
9,364
|
|
|||
|
$
|
600,968
|
|
|
$
|
407,914
|
|
|
$
|
341,276
|
|
|
Quarter Ended
|
||||||||||||||
|
July 1,
2017 |
|
April 1,
2017 |
|
December 31,
2016 |
|
October 1,
2016 |
||||||||
|
(Thousands)
|
||||||||||||||
Revenues
|
$
|
149,380
|
|
|
$
|
162,182
|
|
|
$
|
153,914
|
|
|
$
|
135,492
|
|
Cost of revenues
|
88,049
|
|
|
95,394
|
|
|
93,150
|
|
|
89,136
|
|
||||
Gross profit
|
61,331
|
|
|
66,788
|
|
|
60,764
|
|
|
46,356
|
|
||||
Operating expenses
|
31,444
|
|
|
29,048
|
|
|
27,362
|
|
|
28,417
|
|
||||
Other income (expense), net
|
30
|
|
|
1,095
|
|
|
(3,098
|
)
|
|
(14,182
|
)
|
||||
Income before income taxes
|
29,917
|
|
|
38,835
|
|
|
30,304
|
|
|
3,757
|
|
||||
Income tax (benefit) provision
|
(26,110
|
)
|
|
621
|
|
|
37
|
|
|
406
|
|
||||
Net income
|
$
|
56,027
|
|
|
$
|
38,214
|
|
|
$
|
30,267
|
|
|
$
|
3,351
|
|
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.33
|
|
|
$
|
0.23
|
|
|
$
|
0.18
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.33
|
|
|
$
|
0.22
|
|
|
$
|
0.18
|
|
|
$
|
0.02
|
|
Shares used in computing net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
167,349
|
|
|
166,808
|
|
|
165,822
|
|
|
132,480
|
|
||||
Diluted
|
170,204
|
|
|
169,841
|
|
|
168,856
|
|
|
135,529
|
|
|
Quarter Ended
|
||||||||||||||
|
July 2,
2016 |
|
March 26,
2016 |
|
December 26,
2015 |
|
September 26,
2015 |
||||||||
|
(Thousands)
|
||||||||||||||
Revenues
|
$
|
125,185
|
|
|
$
|
101,050
|
|
|
$
|
94,129
|
|
|
$
|
87,550
|
|
Cost of revenues
|
85,008
|
|
|
74,114
|
|
|
67,521
|
|
|
64,853
|
|
||||
Gross profit
|
40,177
|
|
|
26,936
|
|
|
26,608
|
|
|
22,697
|
|
||||
Operating expenses
|
27,374
|
|
|
24,477
|
|
|
24,076
|
|
|
24,649
|
|
||||
Other income (expense), net
|
(2,470
|
)
|
|
(1,894
|
)
|
|
(1,390
|
)
|
|
(659
|
)
|
||||
Income (loss) before income taxes
|
10,333
|
|
|
565
|
|
|
1,142
|
|
|
(2,611
|
)
|
||||
Income tax (benefit) provision
|
(1,511
|
)
|
|
476
|
|
|
985
|
|
|
899
|
|
||||
Net income (loss)
|
$
|
11,844
|
|
|
$
|
89
|
|
|
$
|
157
|
|
|
$
|
(3,510
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
Diluted
(1)
|
$
|
0.09
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.03
|
)
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
111,678
|
|
|
110,882
|
|
|
110,296
|
|
|
109,458
|
|
||||
Diluted
|
147,649
|
|
|
113,699
|
|
|
112,394
|
|
|
109,458
|
|
|
Allowance for
Doubtful Accounts |
|
Allowance for
Sales Returns |
||||
|
(Thousands)
|
||||||
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
|
|
|
—
|
|
||
Additions charged to cost, expenses or revenues
|
—
|
|
|
—
|
|
||
Deductions, write-offs and adjustments
|
(1,141
|
)
|
|
—
|
|
||
Balance at July 2, 2016
|
1,674
|
|
|
—
|
|
||
Additions charged to cost, expenses or revenues
|
—
|
|
|
—
|
|
||
Deductions, write-offs and adjustments
|
(141
|
)
|
|
—
|
|
||
Balance at July 1, 2017
|
$
|
1,533
|
|
|
$
|
—
|
|
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
|
|
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).
|
3.2
|
|
Certificate of Amendment to Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to Registrant's Current Report on Form 8-K, filed on November 10, 2015 and incorporated herein by reference).
|
3.3
|
|
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).
|
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
|
|
Underwriting Agreement, dated September 21, 2016, by and between Oclaro, Inc. and Jefferies LLC, as representative of the Underwriters (previously filed as Exhibit 1.1 to Registrant's Current Report on Form 8-K filed on September 27, 2016 and incorporated herein by reference.)
|
10.11 (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.)
|
10.12 (2)
|
|
Offer Letter of Craig Cocchi, Executive Vice President, Global Operations, dated March 7, 2017 (previously filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q filed on May 8, 2017 and incorporated herein by reference.)
|
10.13 (2)
|
|
Amendment to Offer Letter of Craig Cocchi, Chief Operating Officer, dated April 10, 2017 (previously filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q filed on May 8, 2017 and incorporated herein by reference.)
|
10.14 (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.)
|
10.15 (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.)
|
10.16 (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.)
|
10.17 (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.)
|
10.18 (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.)
|
10.19 (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.)
|
10.20 (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.)
|
10.21 (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.)
|
10.22 (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.)
|
10.23 (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.)
|
10.24 (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.)
|
10.25 (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.)
|
10.26 (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.)
|
10.27 (2)
|
|
Amended and Restated Variable Pay Program, as amended (previously filed as Annex B to Registrant's Proxy Statement on Schedule 14A, filed on September 21, 2015 and incorporated herein by reference).
|
10.28
|
|
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.)
|
10.29
|
|
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.)
|
10.30
|
|
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.)
|
10.31
|
|
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.)
|
10.32
|
|
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.)
|
10.33 (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.)
|
10.34 (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.)
|
10.35 (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.)
|
10.36 (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.)
|
10.37 (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.)
|
10.38 (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.)
|
10.39
|
|
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.)
|
10.40 (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.)
|
10.41 (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.)
|
10.42 (2)
|
|
Oclaro, Inc. Fifth Amended and Restated 2001 Long-Term Stock Incentive Plan, as amended (previously filed as Annex A to Registrant's Proxy Statement on Schedule 14A, filed on September 21, 2015 and incorporated herein by reference).
|
10.43 (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.)
|
10.44 (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.)
|
10.45 (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.)
|
10.46 (2)(3)
|
|
Oclaro, Inc. Fifth Amended and Restated 2001 Long-Term Stock Incentive Plan, Form of Performance Stock Unit Agreement
|
10.47 (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.)
|
10.48
|
|
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.)
|
10.49
|
|
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.)
|
10.50
|
|
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.)
|
10.51
|
|
Second Loan Modification Agreement, dated September 17, 2015, between Oclaro, Inc., Oclaro Technology Limited and Silicon Valley Bank (previously filed as Exhibit 10.49 to Registrant's Quarterly Report on Form 10-Q filed on November 5, 2015 and incorporated herein by reference.)
|
10.52
|
|
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 (previously filed as Exhibit 10.47 to Registrant's Annual Report on Form 10-K filed on August 28, 2015 and incorporated herein by reference.)
|
10.53
|
|
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 (previously filed as Exhibit 10.48 to Registrant's Annual Report on Form 10-K filed on August 28, 2015 and incorporated herein by reference.)
|
21.1 (3)
|
|
Oclaro, Inc. Significant Subsidiaries
|
23.1 (3)
|
|
Consent of Independent Registered Public Accounting Firm
|
24.1
|
|
Power of Attorney (included on signature page to this Annual Report).
|
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.
|
Vesting Schedule
:
|
Performance-based vesting schedule
: Subject to the service-based vesting schedule below, the following numbers of PSUs will vest on the date of certification of performance by the Committee:
|
•
|
Tranche 1
: 50% of the Target Number of PSUs will be earned upon the achievement of $700M of Revenue over 4 consecutive quarters through the end of fiscal year 2020.
|
•
|
Tranche 2
: 50% of the Target Number of PSUs will be earned upon the achievement of $100M of Free Cash Flow (as defined in the resolutions approving this Award) over 4 consecutive quarters through the end of fiscal year 2020.
|
•
|
Tranche 3
: If 100% of the Target Number of PSUs have vested by the end of fiscal year 2020 based on achievement of Revenue and Free Cash Flow, then Participant will vest in an additional 50% of the Target Number of PSUs upon the achievement of $800M of Revenue in any one fiscal year from 2018 through 2020, such that the Participant will have satisfied the performance-based vesting conditions for the Maximum Number of PSUs.
|
Issuance Schedule:
|
Subject to any change on a Capitalization Adjustment, one share of the Company’s common stock (“
Common Stock
”) will be issued for each PSU that satisfies both the performance- and service-based vesting schedules, with issuance occurring at the time set forth in the Award Agreement, but in all cases within the “short term deferral” period determined under Treasury Regulations Section 1.409A-1(b)(4).
|
ALSO PROVIDED
:
|
Award Agreement, Fifth Amended and Restated 2001 Long-Term Stock Incentive Plan, Prospectus
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
July 1, 2017
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 18, 2017
|
|
/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
July 1, 2017
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 18, 2017
|
|
/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 18, 2017
|
|
/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 18, 2017
|
|
/s/ Pete Mangan
|
|
|
Pete Mangan
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|