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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-1303994
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification 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 devices, electronics design, firmware and software capabilities. Our expertise includes optoelectronic devices utilizing indium phosphide ("InP") and Lithium Niobate substrates. As of
June 30, 2018
, we have approximately
1,000
issued patents.
|
•
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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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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 modules designed in partnership with our customers. We are a leading supplier of optical products at the component level, including fixed wavelength and 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, transponders or daughter cards.
|
•
|
Maintain Focus on Communications Networks
. We are positioned as a key strategic supplier to the major telecommunications equipment, data communications, cable and wireless 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, Data Center, Cable and Wireless 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. The transition from analog to digital networks architecture in the CATV and increased bandwidth needs for 5G wireless applications will drive growth in tunable and high speed optical modules. 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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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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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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Make 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.
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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; SFP28 at 25 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 80 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, particularly for remote phy applications. We were the first company to supply coherent CFP2 transceivers at 100 Gb/s and 200 Gb/s. Our internal device and sub-assembly technology enables our customers to provide 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 10 Gb/s tunable optical sub assembly, a 10 Gb/s co-packaged tunable laser and mach-zender modulator, and a narrow line width laser assembly. 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 supply 100 Gb/s, 200 Gb/s and 400 Gb/s modulators for coherent applications.
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•
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Transponder modules.
Our transponder modules provide both transmitter and receiver functions. A transponder includes electrical circuitry to control the laser diode and modulation function of the transmitter as well as the receiver electronics. We develop Coherent pluggable modules at 100 Gb/s, 200 Gb/s, 400 Gb/s and 1.2 Tb/s transmission rates. 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") and Electro-absorption modulated (“EML”) laser dies at 10 Gb/s and 25 Gb/s.
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Year Ended
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||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
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||||||
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(Thousands)
|
||||||||||
100 Gb/s + transmission modules
|
$
|
422,699
|
|
|
$
|
457,975
|
|
|
$
|
228,619
|
|
40 Gb/s and lower transmission modules
|
120,471
|
|
|
142,993
|
|
|
179,295
|
|
|||
|
$
|
543,170
|
|
|
$
|
600,968
|
|
|
$
|
407,914
|
|
|
Year Ended
|
||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
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July 2, 2016
|
||||||
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(Thousands)
|
||||||||||
Asia-Pacific:
|
|
|
|
|
|
||||||
China
|
$
|
169,825
|
|
|
$
|
227,897
|
|
|
$
|
167,229
|
|
Thailand
|
64,206
|
|
|
97,808
|
|
|
11,161
|
|
|||
Malaysia
|
5,461
|
|
|
20,965
|
|
|
31,823
|
|
|||
Other Asia-Pacific
|
20,466
|
|
|
15,776
|
|
|
6,665
|
|
|||
Total Asia-Pacific
|
$
|
259,958
|
|
|
$
|
362,446
|
|
|
$
|
216,878
|
|
|
|
|
|
|
|
||||||
Americas:
|
|
|
|
|
|
||||||
United States
|
$
|
78,858
|
|
|
$
|
82,516
|
|
|
$
|
63,158
|
|
Mexico
|
101,768
|
|
|
43,122
|
|
|
46,385
|
|
|||
Other Americas
|
10,918
|
|
|
35,170
|
|
|
6,901
|
|
|||
Total Americas
|
$
|
191,544
|
|
|
$
|
160,808
|
|
|
$
|
116,444
|
|
|
|
|
|
|
|
||||||
EMEA:
|
|
|
|
|
|
||||||
Italy
|
$
|
43,196
|
|
|
$
|
32,926
|
|
|
$
|
27,249
|
|
Germany
|
17,438
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|
|
14,221
|
|
|
21,284
|
|
|||
Other EMEA
|
24,840
|
|
|
21,050
|
|
|
18,918
|
|
|||
Total EMEA
|
$
|
85,474
|
|
|
$
|
68,197
|
|
|
$
|
67,451
|
|
|
|
|
|
|
|
||||||
Japan
|
$
|
6,194
|
|
|
$
|
9,517
|
|
|
$
|
7,141
|
|
|
|
|
|
|
|
||||||
Total revenues
|
$
|
543,170
|
|
|
$
|
600,968
|
|
|
$
|
407,914
|
|
|
Year Ended
|
||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
(Thousands)
|
||||||||||
United States
|
$
|
14,956
|
|
|
$
|
11,057
|
|
|
$
|
1,985
|
|
|
|
|
|
|
|
||||||
Japan
|
$
|
61,845
|
|
|
$
|
49,843
|
|
|
$
|
32,244
|
|
China
|
23,126
|
|
|
25,010
|
|
|
12,456
|
|
|||
United Kingdom
|
20,112
|
|
|
8,174
|
|
|
5,783
|
|
|||
Malaysia
|
8,651
|
|
|
10,521
|
|
|
5,307
|
|
|||
Rest of world
|
8,748
|
|
|
9,728
|
|
|
7,270
|
|
|||
Total long-lived assets outside the United States
|
$
|
122,482
|
|
|
$
|
103,276
|
|
|
$
|
63,060
|
|
|
|
|
|
|
|
||||||
Total long-lived assets
|
$
|
137,438
|
|
|
$
|
114,333
|
|
|
$
|
65,045
|
|
•
|
develop or respond to new technologies or technical standards;
|
•
|
react to changing customer requirements and expectations;
|
•
|
devote needed resources to the development, production, promotion and sale of products;
|
•
|
attain high manufacturing yields on new product designs; and
|
•
|
deliver competitive products at lower prices.
|
•
|
qualify our manufacturing lines and the products we produce in Shenzhen, as required by our customers; and
|
•
|
attract and retain qualified personnel to operate our Shenzhen facility.
|
•
|
currency fluctuations, which could result in increased operating expenses;
|
•
|
changes in national infrastructure development priorities and associated capital budgets;
|
•
|
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, including in connection with acquisitions or other strategic transactions;
|
•
|
adverse judgments or settlements obligating us to pay damages;
|
•
|
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
|
Shenzhen, China
|
188,000
|
|
|
Office space, manufacturing, research and development
|
|
Lease
|
|
June 2024
|
Caswell, United Kingdom
|
183,000
|
|
|
Office space, manufacturing, research and development
|
|
Lease
|
|
March 2026
|
San Donato, Italy
|
68,000
|
|
|
Office space, manufacturing, research and development
|
|
Lease
|
|
July 2025
|
San Jose, California
|
42,000
|
|
|
Corporate headquarters, office space, research and development
|
|
Lease
|
|
January 2023
|
|
Price Per Share of Common Stock
|
||||||
|
High
|
|
Low
|
||||
Fiscal year 2018 quarter ended:
|
|
|
|
||||
September 30, 2017
|
$
|
10.49
|
|
|
$
|
7.95
|
|
December 30, 2017
|
8.95
|
|
|
5.87
|
|
||
March 31, 2018
|
10.20
|
|
|
5.61
|
|
||
June 30, 2018
|
9.67
|
|
|
7.43
|
|
||
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
|
|
|
June 29,
2013 |
|
June 28,
2014 |
|
June 27,
2015 |
|
July 2,
2016 |
|
July 1,
2017 |
|
June 30,
2018 |
||||||||||||
Oclaro, Inc.
|
$
|
100.00
|
|
|
$
|
182.20
|
|
|
$
|
191.53
|
|
|
$
|
405.93
|
|
|
$
|
791.53
|
|
|
$
|
756.78
|
|
NASDAQ Composite Index
|
$
|
100.00
|
|
|
$
|
129.23
|
|
|
$
|
149.28
|
|
|
$
|
142.88
|
|
|
$
|
180.43
|
|
|
$
|
220.68
|
|
NASDAQ Telecommunications Index
|
$
|
100.00
|
|
|
$
|
113.12
|
|
|
$
|
118.74
|
|
|
$
|
114.66
|
|
|
$
|
130.24
|
|
|
$
|
154.02
|
|
|
Year Ended
|
||||||||||||||||||
|
June 30,
2018
|
|
July 1,
2017 |
|
July 2,
2016 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||||
|
(Thousands, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
543,170
|
|
|
$
|
600,968
|
|
|
$
|
407,914
|
|
|
$
|
341,276
|
|
|
$
|
390,871
|
|
Operating income (loss)
|
67,325
|
|
|
118,968
|
|
|
15,842
|
|
|
(45,461
|
)
|
|
(102,331
|
)
|
|||||
Income (loss) from continuing operations
|
62,453
|
|
|
127,859
|
|
|
8,580
|
|
|
(48,234
|
)
|
|
(102,125
|
)
|
|||||
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,458
|
)
|
|
119,944
|
|
|||||
Net income (loss)
|
62,453
|
|
|
127,859
|
|
|
8,580
|
|
|
(56,692
|
)
|
|
17,819
|
|
|||||
Income (loss) from continuing operations per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.37
|
|
|
$
|
0.81
|
|
|
$
|
0.08
|
|
|
$
|
(0.45
|
)
|
|
$
|
(1.03
|
)
|
Diluted
|
$
|
0.36
|
|
|
$
|
0.77
|
|
|
$
|
0.08
|
|
|
$
|
(0.45
|
)
|
|
$
|
(1.03
|
)
|
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
169,263
|
|
|
158,115
|
|
|
110,599
|
|
|
108,144
|
|
|
98,986
|
|
|||||
Diluted
|
171,736
|
|
|
165,031
|
|
|
113,228
|
|
|
108,144
|
|
|
98,986
|
|
|
June 30,
2018
|
|
July 1,
2017 |
|
July 2,
2016 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||||
|
(Thousands)
|
||||||||||||||||||
Total assets
|
$
|
720,799
|
|
|
$
|
665,149
|
|
|
$
|
359,049
|
|
|
$
|
325,884
|
|
|
$
|
365,685
|
|
Total stockholders’ equity
|
592,016
|
|
|
513,673
|
|
|
166,611
|
|
|
153,000
|
|
|
207,928
|
|
|||||
Long-term obligations
|
11,297
|
|
|
12,398
|
|
|
75,857
|
|
|
71,545
|
|
|
18,884
|
|
(A)
|
$5.60 in cash, without interest (the “Cash Consideration”), plus
|
(B)
|
0.0636 of a validly issued, fully paid and nonassessable share of the common stock of Lumentum, par value $0.001 per share (“Lumentum Common Stock”) (such ratio, the “Exchange Ratio”).
|
|
Year Ended
|
|
|
|
Increase
(Decrease) |
|
|||||||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
Change
|
|
|
||||||||||||||
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
|||||||||
Revenues
|
$
|
543,170
|
|
|
100.0
|
|
$
|
600,968
|
|
|
100.0
|
|
|
$
|
(57,798
|
)
|
|
(9.6
|
)
|
|
|
Cost of revenues
|
340,266
|
|
|
62.6
|
|
365,729
|
|
|
60.9
|
|
|
(25,463
|
)
|
|
(7.0
|
)
|
|
||||
Gross profit
|
202,904
|
|
|
37.4
|
|
235,239
|
|
|
39.1
|
|
|
(32,335
|
)
|
|
(13.7
|
)
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
64,498
|
|
|
11.9
|
|
57,094
|
|
|
9.5
|
|
|
7,404
|
|
|
13.0
|
|
|
||||
Selling, general and administrative
|
64,489
|
|
|
11.9
|
|
58,461
|
|
|
9.7
|
|
|
6,028
|
|
|
10.3
|
|
|
||||
Amortization of other intangible assets
|
653
|
|
|
0.1
|
|
786
|
|
|
0.1
|
|
|
(133
|
)
|
|
(16.9
|
)
|
|
||||
Restructuring, acquisition and related (income) expense, net
|
4,358
|
|
|
0.8
|
|
60
|
|
|
—
|
|
|
4,298
|
|
|
7,163.3
|
|
|
||||
(Gain) loss on disposal of property and equipment
|
1,581
|
|
|
0.3
|
|
(130
|
)
|
|
—
|
|
|
1,711
|
|
|
n/m
|
|
(1
|
)
|
|||
Total operating expenses
|
135,579
|
|
|
25.0
|
|
116,271
|
|
|
19.3
|
|
|
19,308
|
|
|
16.6
|
|
|
||||
Operating income
|
67,325
|
|
|
12.4
|
|
118,968
|
|
|
19.8
|
|
|
(51,643
|
)
|
|
(43.4
|
)
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest income (expense), net
|
912
|
|
|
0.2
|
|
(13,313
|
)
|
|
(2.2
|
)
|
|
14,225
|
|
|
n/m
|
|
(1
|
)
|
|||
Gain (loss) on foreign currency transactions
|
3,267
|
|
|
0.6
|
|
(3,652
|
)
|
|
(0.6
|
)
|
|
6,919
|
|
|
n/m
|
|
(1
|
)
|
|||
Other income (expense), net
|
3,339
|
|
|
0.6
|
|
810
|
|
|
0.1
|
|
|
2,529
|
|
|
312.2
|
|
|
||||
Total other income (expense)
|
7,518
|
|
|
1.4
|
|
(16,155
|
)
|
|
(2.7
|
)
|
|
23,673
|
|
|
n/m
|
|
(1
|
)
|
|||
Income before income taxes
|
74,843
|
|
|
13.8
|
|
102,813
|
|
|
17.1
|
|
|
(27,970
|
)
|
|
(27.2
|
)
|
|
||||
Income tax (benefit) provision
|
12,390
|
|
|
2.3
|
|
(25,046
|
)
|
|
(4.2
|
)
|
|
37,436
|
|
|
n/m
|
|
(1
|
)
|
|||
Net income
|
$
|
62,453
|
|
|
11.5
|
|
$
|
127,859
|
|
|
21.3
|
|
|
$
|
(65,406
|
)
|
|
(51.2
|
)
|
|
(1)
|
Not meaningful
|
|
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 disposal of property and equipment
|
(130
|
)
|
|
—
|
|
|
32
|
|
|
—
|
|
|
(162
|
)
|
|
n/m
|
|
(1
|
)
|
|||
Total operating expenses
|
116,271
|
|
|
19.3
|
|
|
100,576
|
|
|
24.7
|
|
|
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
|
|
Capital
Lease
Obligations
(1)
|
|
Operating
Lease
Obligations
|
|
Sublease
Income
|
|
Purchase
Obligations
|
|
Total
|
||||||||||
|
|
|
(Thousands)
|
|
|
|
|
||||||||||||
Fiscal Year:
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
$
|
2,444
|
|
|
$
|
9,071
|
|
|
$
|
(248
|
)
|
|
$
|
78,835
|
|
|
$
|
90,102
|
|
2020
|
613
|
|
|
9,787
|
|
|
(133
|
)
|
|
—
|
|
|
10,267
|
|
|||||
2021
|
265
|
|
|
9,981
|
|
|
(10
|
)
|
|
—
|
|
|
10,236
|
|
|||||
2022
|
—
|
|
|
10,290
|
|
|
—
|
|
|
—
|
|
|
10,290
|
|
|||||
2023
|
—
|
|
|
10,159
|
|
|
—
|
|
|
—
|
|
|
10,159
|
|
|||||
Thereafter
|
—
|
|
|
37,734
|
|
|
—
|
|
|
—
|
|
|
37,734
|
|
|||||
|
$
|
3,322
|
|
|
$
|
87,022
|
|
|
$
|
(391
|
)
|
|
$
|
78,835
|
|
|
$
|
168,788
|
|
(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.
|
•
|
in the event that the Chairman of the Board is not an independent director, the nominating and corporate governance committee shall nominate an independent director to serve as our “Lead Director” who will be approved by the majority of our independent directors;
|
•
|
the principal responsibility of the directors is to oversee the management of Oclaro;
|
•
|
a majority of the members of the Board shall be independent directors;
|
•
|
the independent directors shall meet in executive session at least twice a year and at other times upon request of an independent director;
|
•
|
directors shall have full and free access to officers and employees of Oclaro and, as necessary, independent advisors;
|
•
|
new directors shall participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis;
|
•
|
at least annually, the nominating and corporate governance committee shall oversee a self-evaluation of the Board designed to determine whether the Board and its committees are functioning effectively; and
|
•
|
in an uncontested election of directors, each incumbent director nominee must submit an advance irrevocable resignation that is conditioned upon (i) the director's failure to receive the affirmative vote of the "majority of votes cast" of stockholders for that director and (ii) the Board's acceptance of such resignation. See “
-
Majority Voting Provision” below.
|
•
|
appointing, approving the compensation of, and evaluating the independence of our independent registered public accounting firm;
|
•
|
overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from the firm;
|
•
|
reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly consolidated financial statements and related disclosures;
|
•
|
monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;
|
•
|
establishing procedures for the receipt and retention of accounting related complaints and concerns; and
|
•
|
meeting independently with our independent registered public accounting firm and management.
|
•
|
annually reviewing and approving the compensation of our Chief Executive Officer and other executive officers;
|
•
|
annually reviewing market trends and our compensation peer group for comparative purposes and reviewing our compensation-related risk profile to ensure that our compensation-related risks are not reasonably likely to have a material adverse effect on us;
|
•
|
making recommendations to the Board with respect to incentive compensation and equity-based plans;
|
•
|
administering our incentive compensation and equity-based plans;
|
•
|
preparing an annual committee report for inclusion in our proxy statements; and
|
•
|
reviewing and discussing our Compensation Discussion and Analysis with senior management and recommending to the Board that the same be included in our proxy statement.
|
•
|
reviewing with the Board, on an annual basis, the requisite skills and criteria for new board members and the composition of the Board as a whole;
|
•
|
recommending to the Board the persons to be nominated for election as directors or for appointment to the Board and to each of the Board’s committees;
|
•
|
reviewing and making recommendations to the Board with respect to director compensation;
|
•
|
developing and recommending to the Board corporate governance guidelines;
|
•
|
overseeing the self-evaluation of the Board;
|
•
|
overseeing an annual review by the Board of succession planning; and
|
•
|
promptly considering the resignation tendered by a director nominee in connection with an uncontested election of directors at which such director nominee did not receive the vote of the majority of votes cast and recommending to the Board whether to accept the tendered resignation or to take some other action.
|
•
|
presiding at all meetings of the Board at which the Chairman of the Board of Directors is not present, including executive sessions of the independent directors;
|
•
|
meeting with any director who is not adequately performing his or her duties as a member of the Board or any committee;
|
•
|
serving as liaison between the Chairman of the Board of Directors and Chief Executive Officer and the independent directors;
|
•
|
approving information sent to the Board;
|
•
|
approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;
|
•
|
working with the Chairman of the Board of Directors in the preparation of the agenda for each board of director meeting and approve such meeting agendas;
|
•
|
otherwise consulting with the Chairman of the Board of Directors and Chief Executive Officer on matters relating to corporate governance and board of director performance; and
|
•
|
if requested by a major stockholder, making himself or herself available for consultation and direct communication.
|
•
|
Greg Dougherty, our Chief Executive Officer;
|
•
|
Pete Mangan, our Chief Financial Officer;
|
•
|
Yves LeMaitre, our Chief Strategy Officer, who previously served as our President, Optical Connectivity Business through February 7, 2018;
|
•
|
David Teichmann, our Executive Vice President, General Counsel and Corporate Secretary; and
|
•
|
Craig Cocchi, our Chief Operating Officer.
|
•
|
Revenues were
$543.2 million
for fiscal year 2018. This compares with revenues of
$601.0 million
and
$407.9 million
in fiscal years 2017 and 2016, respectively.
|
•
|
GAAP gross margin was
37 percent
for fiscal year 2018. This compares with GAAP gross margin of
39 percent
and
29 percent
in fiscal years 2017 and 2016, respectively.
|
•
|
Non-GAAP gross margin was
39 percent
for fiscal year 2018. This compares with non-GAAP gross margin of
39 percent
and
29 percent
in fiscal years 2017 and 2016, respectively.
|
•
|
GAAP operating income was
$67.3 million
for fiscal year 2018. This compares with GAAP operating income of
$119.0 million
and
$15.8 million
in fiscal years 2017 and 2016, respectively.
|
•
|
Non-GAAP operating income was
$92.9 million
for fiscal year 2018. This compares with non-GAAP operating income of
$130.9 million
and
$25.1 million
in fiscal years 2017 and 2016, respectively.
|
•
|
Free cash flow was
$69.3 million
for fiscal year 2018, as compared to free cash flow of $79.0 million and $4.7 million in fiscal years 2017 and 2016, respectively.
|
•
|
Base Salary
: During fiscal year 2018, the Compensation Committee maintained the base salaries of our executive officers at the levels in effect since the beginning of calendar year 2016, keeping the majority of our executive officer's target total direct compensation in the form of equity compensation.
|
•
|
Annual Cash Incentive Awards
: The Compensation Committee used non-GAAP operating income as the sole performance metric for our semi-annual cash incentive program during fiscal year 2018, to keep the focus of our executive officers on profitable corporate growth. We achieved 63% of the target level established for the first half of fiscal year 2018 and 67% of the target level established for the second half of fiscal year 2018.
|
•
|
Equity Awards
: In August 2017, we granted each of the Named Executive Officers an annual equity award comprised of a mix of shares of our common stock subject to a time-based restricted stock unit award and a performance-based restricted stock unit award. The time-based restricted stock unit awards are subject to a four-year service based vesting requirement. The performance-based restricted stock unit awards could only be earned as to one-third of the performance-based restricted stock unit award if we achieve
$700.0 million
of revenue over any
four
consecutive quarters through the end of fiscal year 2020, subject to service conditions; one-third of the performance-based restricted stock unit award if we achieve
$100.0 million
of free cash flow (defined as adjusted EBITDA less capital expenditures) over any
four
consecutive quarters through the end of fiscal year 2020, subject to service conditions; and one-third of the performance-based restricted stock unit award if we achieve
$800.0 million
of revenue in any one fiscal year from 2018 through 2020 and also achieve
$100.0 million
of free cash flow over any
four
consecutive quarters through the end of fiscal year 2020, subject to service conditions. Upon attaining each performance condition, the service-based vesting condition is satisfied for that tranche as to
1/3
of the performance-based restricted stock unit award on the first anniversary of the vesting commencement date, and with respect to
1/12
of the underlying shares each subsequent quarter, such that all performance-based restricted stock unit awards for that tranche are fully vested on the third anniversary of the vesting commencement date.
|
•
|
Independent Compensation Committee.
The Compensation Committee is comprised solely of independent directors who have established effective means for communicating with our stockholders regarding their executive compensation ideas and concerns.
|
•
|
Independent Compensation Committee Advisor.
The Compensation Committee engaged its own compensation consultant to assist with its fiscal year 2018 compensation reviews. This consultant performed no consulting or other services for the Company.
|
•
|
Annual Executive Compensation Review.
The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation-related risks are not reasonably likely to have a material adverse effect on the Company.
|
•
|
Executive Compensation Policies and Practices.
Our compensation philosophy and related corporate governance policies and practices are complemented by several specific compensation practices that are designed to align our executive compensation with long-term stockholder interests, including the following:
|
•
|
Compensation At-Risk.
Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on corporate performance, as well as equity-based to align the interests of our executive officers and stockholders.
|
•
|
No Perquisites.
We do not provide any perquisites or other personal benefits to our executive officers.
|
•
|
No Tax Reimbursements.
We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits, other than standard relocation benefits.
|
•
|
No Special Health or Welfare Benefits.
Our executive officers participate in broad based company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees.
|
•
|
No Post-Employment Tax Reimbursements.
We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits.
|
•
|
“Double-Trigger” Change-in-Control Arrangements.
All change-in-control payments and benefits are based on a “double-trigger” arrangement (that is
,
they require both a change-in-control of the Company
plus
a qualifying termination of employment before payments and benefits are paid).
|
•
|
Performance-Based Incentives.
We use performance-based short-term and long-term incentives.
|
•
|
Multi-Year Vesting Requirements.
The equity awards granted to our executive officers generally vest or are earned over multi-year periods, consistent with current market practice and our retention objectives. The performance-based restricted stock unit awards granted to our executive officers in August 2017 included a three-year time-based vesting requirement for earned shares and the time-based restricted stock unit awards granted to our executive officers in August 2017 had a four-year time-based vesting requirement. In addition, our employee stock plan contains a minimum required vesting period of one year, subject to certain exceptions.
|
•
|
Minimum Share Ownership Requirement.
The members of our Board, including our Chief Executive Officer, are subject to a stock ownership policy (described in greater detail below).
|
•
|
Hedging and Pledging Prohibited.
We prohibit our executive officers and other employees, as well as the members of our Board, from engaging in hedging transactions with respect to Company securities, including entering into any short sales, puts, calls or other derivative instruments based on Company securities. We also prohibit our executive officers and other employees, as well as the members of our Board, from pledging any Company securities, except with respect to pledges in limited circumstances approved by the Company’s General Counsel.
|
•
|
Base salaries at levels that we believe allow us to attract and retain key executive officers;
|
•
|
Semi-annual cash incentive compensation opportunities tied to the achievement of pre-established performance goals related to the important financial objectives set forth in our annual operating plan;
|
•
|
Long-term incentive compensation using a mix of restricted stock unit and performance-based restricted stock unit awards, to align the interests of our executive officers with those of our stockholders and to promote our performance and retention objectives; and
|
•
|
Limited post-employment compensation arrangements payable on an involuntary termination of employment, with the cash component not exceeding three times the executive officer’s annual cash compensation.
|
•
|
Reviewed and provided market data on executive officer and director cash and equity compensation for fiscal year 2018 compensation planning;
|
•
|
Reviewed and provided recommendations on the annual and long-term incentive compensation award design;
|
•
|
Reviewed and provided an analysis of annual share utilization and stockholder dilution levels resulting from our employee stock plans;
|
•
|
Reviewed and provided recommendations for the proposed amendment of our Fifth Amended and Restated 2001 Long-Term Stock Incentive Plan submitted to our stockholders for approval in our proxy statement for fiscal year 2017; and
|
•
|
Reviewed and provided comments on the Compensation Discussion & Analysis section of our proxy statement for fiscal year 2017.
|
•
|
similar revenue size - ~0.5x to ~2.4x our last four fiscal quarter revenue of approximately $577 million (approximately $306 million to approximately $1.4 billion);
|
•
|
similar market capitalization - ~0.23x to ~4.5x our market capitalization of $1.5 billion (approximately $346 million to approximately $6.7 billion);
|
•
|
industry - communications equipment (with a focus on optical networking) and semiconductor and hardware (with a focus on networking/communications);
|
•
|
executive positions similar in breadth, complexity, and/or scope of responsibility; and
|
•
|
competitors for executive talent.
|
Acacia Communications
|
Infinera
|
NeoPhotonics
|
Applied Optoelectronics
|
Inphi
|
Plantronics
|
CalAmp
|
IPG Photonics
|
Power Integrations
|
Coherent
|
Ixia
|
Semtech
|
Extreme Networks
|
Lumentum Holdings
|
Viavi Solutions
|
Finisar
|
M/A-COM
|
|
II-VI
|
MaxLinear
|
|
Named Executive Officer
|
First Half Fiscal Year 2018
Target Cash Incentive Award Payment
|
First Half Fiscal Year 2018
Maximum Cash Incentive Award Payment
|
First Half Fiscal Year 2018
Actual Cash Incentive Award Payment
|
||||||||||||
Mr. Dougherty
|
|
$
|
300,000
|
|
|
|
$
|
600,000
|
|
|
|
$
|
189,000
|
|
|
Mr. Mangan
|
|
$
|
105,000
|
|
|
|
$
|
157,500
|
|
|
|
$
|
66,150
|
|
|
Mr. LeMaitre
|
|
$
|
105,000
|
|
|
|
$
|
157,500
|
|
|
|
$
|
66,150
|
|
|
Mr. Teichmann
|
|
$
|
99,000
|
|
|
|
$
|
148,500
|
|
|
|
$
|
62,370
|
|
|
Mr. Cocchi
|
|
$
|
105,000
|
|
|
|
$
|
157,500
|
|
|
|
$
|
66,150
|
|
|
Named Executive Officer
|
Second Half Fiscal Year 2018
Target Cash Incentive Award Payment
|
Second Half Fiscal Year 2018
Maximum Cash Incentive Award Payment
|
Second Half Fiscal Year 2018
Actual Cash Incentive Award Payment
|
||||||||||||
Mr. Dougherty
|
|
$
|
300,000
|
|
|
|
$
|
600,000
|
|
|
|
$
|
201,000
|
|
|
Mr. Mangan
|
|
$
|
105,000
|
|
|
|
$
|
157,500
|
|
|
|
$
|
70,350
|
|
|
Mr. LeMaitre
|
|
$
|
105,000
|
|
|
|
$
|
157,500
|
|
|
|
$
|
70,350
|
|
|
Mr. Teichmann
|
|
$
|
99,000
|
|
|
|
$
|
148,500
|
|
|
|
$
|
66,330
|
|
|
Mr. Cocchi
|
|
$
|
105,000
|
|
|
|
$
|
157,500
|
|
|
|
$
|
70,350
|
|
|
•
|
payout levels under our annual cash incentive and sales incentive plans are capped and payout opportunities may be achieved on a straight-line interpolation basis between threshold and target levels, and between the target and stretch levels;
|
•
|
non-GAAP adjustments are made to align achievement of the applicable performance measures with our business strategy;
|
•
|
all non-GAAP adjustments are subject to Audit Committee review and approval to ensure that actual payout levels appropriately reflect company and business unit performance; and
|
•
|
long-term performance-based incentive compensation constitutes a significant portion of our executive officers’ target total direct compensation opportunity, thereby focusing such individuals on enhancing long-term stockholder value.
|
|
Year (1)
|
Salary ($)
|
Bonus
($)
|
|
Stock Awards
($)(2)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive Plan
Compensation
($)
|
All Other Compensation
($)
|
|
Total
($)
|
||||||||||||||
Greg Dougherty
|
2018
|
$
|
600,000
|
|
$
|
—
|
|
|
$
|
3,848,000
|
|
$
|
—
|
|
$
|
390,000
|
|
$
|
18,430
|
|
(6)
|
$
|
4,856,430
|
|
Chief Executive Officer and
|
2017
|
$
|
600,000
|
|
$
|
—
|
|
|
$
|
2,332,500
|
|
$
|
—
|
|
$
|
888,000
|
|
$
|
9,277
|
|
(5)
|
$
|
3,829,777
|
|
Director
|
2016
|
$
|
550,000
|
|
$
|
—
|
|
|
$
|
1,359,260
|
|
$
|
—
|
|
$
|
975,000
|
|
$
|
10,600
|
|
(5)
|
$
|
2,894,860
|
|
Pete Mangan
|
2018
|
$
|
350,000
|
|
$
|
—
|
|
|
$
|
1,872,000
|
|
$
|
—
|
|
$
|
136,500
|
|
$
|
10,542
|
|
(5)
|
$
|
2,369,042
|
|
Chief Financial Officer
|
2017
|
$
|
341,823
|
|
$
|
—
|
|
|
$
|
1,119,600
|
|
$
|
—
|
|
$
|
258,300
|
|
$
|
10,600
|
|
(5)
|
$
|
1,730,323
|
|
|
2016
|
$
|
325,000
|
|
$
|
—
|
|
|
$
|
522,480
|
|
$
|
—
|
|
$
|
288,750
|
|
$
|
10,600
|
|
(5)
|
$
|
1,146,830
|
|
Yves LeMaitre
|
2018
|
$
|
350,000
|
|
$
|
—
|
|
|
$
|
1,664,000
|
|
$
|
—
|
|
$
|
136,500
|
|
$
|
10,800
|
|
(5)
|
$
|
2,161,300
|
|
Chief Strategy Officer
|
2017
|
$
|
350,000
|
|
$
|
—
|
|
|
$
|
1,119,600
|
|
$
|
—
|
|
$
|
258,300
|
|
$
|
10,600
|
|
(5)
|
$
|
1,738,500
|
|
|
2016
|
$
|
325,000
|
|
$
|
—
|
|
|
$
|
522,480
|
|
$
|
—
|
|
$
|
288,750
|
|
$
|
6,346
|
|
(5)
|
$
|
1,142,576
|
|
David Teichmann
|
2018
|
$
|
330,000
|
|
$
|
60,000
|
|
(4)
|
$
|
1,248,000
|
|
$
|
—
|
|
$
|
128,700
|
|
$
|
10,800
|
|
(5)
|
$
|
1,777,500
|
|
Executive Vice President,
|
2017
|
$
|
330,000
|
|
$
|
—
|
|
|
$
|
870,800
|
|
$
|
—
|
|
$
|
243,540
|
|
$
|
10,600
|
|
(5)
|
$
|
1,454,940
|
|
General Counsel and Corporate Secretary
|
2016
|
$
|
311,539
|
|
$
|
—
|
|
|
$
|
516,315
|
|
$
|
—
|
|
$
|
261,000
|
|
$
|
10,600
|
|
(5)
|
$
|
1,099,454
|
|
Craig Cocchi
|
2018
|
$
|
350,000
|
|
$
|
—
|
|
|
$
|
998,400
|
|
$
|
—
|
|
$
|
136,500
|
|
$
|
14,808
|
|
(5)
|
$
|
1,499,708
|
|
Chief Operating Officer (3)
|
2017
|
$
|
74,038
|
|
$
|
—
|
|
|
$
|
1,162,200
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,154
|
|
(5)
|
$
|
1,238,392
|
|
|
(1)
|
The years in this column refer to the fiscal years ended June 30, 2018, July 1, 2017 and July 2, 2016.
|
(2)
|
The amounts reported in these columns reflect the grant date fair value, computed in accordance with ASC 718, of time-based and performance-based stock awards granted during each fiscal year. There can be no assurance that the ASC 718 amounts will ever be realized. The assumptions we used to calculate these amounts are included in Note 9 to our audited consolidated financial statements included elsewhere in this Annual Report. With respect to the performance-based stock awards granted in fiscal year 2018, the amounts above reflect the probable payout percentage for the awards, which is based on the highest level of performance that can be achieved, calculated in accordance with ASC 718. For more information about these awards, see the discussion above under “Compensation Discussion and Analysis.”
|
(3)
|
Mr. Cocchi was appointed our Chief Operating Officer effective April 10, 2017.
|
(4)
|
On March 11, 2018, the Compensation Committee approved a one-time cash bonus of $60,000 for Mr. Teichmann in recognition of his efforts to further Oclaro’s strategic projects.
|
(5)
|
The amount reported in this column includes Section 401(k) plan matching contributions by the Company to our Named Executive Officers’ for fiscal years 2018, 2017 and 2016.
|
(6)
|
The amount reported in this column includes $10,800 of Section 401(k) plan matching contributions by the Company and a stipend related to a sales recognition meeting attended by Mr. Dougherty during fiscal year 2018.
|
|
|
|
|
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards ($)
|
|
Estimated Possible Payouts
Under Equity Incentive
Plan Awards in Shares of Stock
|
|
All Other
Stock
Awards:
Number of
Shares of
Stock
or Units
|
|
Grant Date
Fair Value
of Stock
Awards ($)(2)
|
|||||||||||||||||
Name
|
|
Grant
Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold (1)
|
|
Target
(1)
|
|
Maximum (1)
|
|
|
|||||||||||
Greg Dougherty
|
|
7/2/2017 (3)
|
|
$
|
150,000
|
|
|
$
|
300,000
|
|
|
$
|
600,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
|
12/31/2017 (4)
|
|
$
|
150,000
|
|
|
$
|
300,000
|
|
|
$
|
600,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
|
8/10/2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
277,500
|
|
—
|
|
—
|
|
|
$
|
2,308,800
|
|
|
|
8/10/2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
—
|
|
—
|
|
185,000
|
|
|
$
|
1,539,200
|
|
Pete Mangan
|
|
7/2/2017 (3)
|
|
$
|
52,500
|
|
|
$
|
105,000
|
|
|
$
|
157,500
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
|
12/31/2017 (4)
|
|
$
|
52,500
|
|
|
$
|
105,000
|
|
|
$
|
157,500
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
|
8/10/2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
135,000
|
|
—
|
|
—
|
|
|
$
|
1,123,200
|
|
|
|
8/10/2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
—
|
|
—
|
|
90,000
|
|
|
$
|
748,800
|
|
Yves LeMaitre
|
|
7/2/2017 (3)
|
|
$
|
52,500
|
|
|
$
|
105,000
|
|
|
$
|
157,500
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
|
12/31/2017 (4)
|
|
$
|
52,500
|
|
|
$
|
105,000
|
|
|
$
|
157,500
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
|
8/10/2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
120,000
|
|
—
|
|
—
|
|
|
$
|
998,400
|
|
|
|
8/10/2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
—
|
|
—
|
|
80,000
|
|
|
$
|
665,600
|
|
David Teichmann
|
|
7/2/2017 (3)
|
|
$
|
49,500
|
|
|
$
|
99,000
|
|
|
$
|
148,500
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
|
12/31/2017 (4)
|
|
$
|
49,500
|
|
|
$
|
99,000
|
|
|
$
|
148,500
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
|
8/10/2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
90,000
|
|
—
|
|
—
|
|
|
$
|
748,800
|
|
|
|
8/10/2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
—
|
|
—
|
|
60,000
|
|
|
$
|
499,200
|
|
Craig Cocchi
|
|
7/2/2017 (3)
|
|
$
|
52,500
|
|
|
$
|
105,000
|
|
|
$
|
157,500
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
|
12/31/2017 (4)
|
|
$
|
52,500
|
|
|
$
|
105,000
|
|
|
$
|
157,500
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
$
|
—
|
|
|
|
8/10/2017
|
|
$
|
—
|
|
|
|
|
|
|
—
|
|
120,000
|
|
—
|
|
—
|
|
|
$
|
998,400
|
|
|
(1)
|
On August 10, 2017, each of Messrs. Dougherty, Mangan, LeMaitre, Teichmann and Cocchi received a performance-based restricted stock unit award ("PSU"). One-third of the PSUs will vest subject to the achievement of
$700.0 million
of revenue over any
four
consecutive quarters through the end of fiscal year 2020, subject to service conditions; one-third of the PSUs will vest upon the achievement of
$100.0 million
of free cash flow (defined as adjusted EBITDA less capital expenditures)
|
(2)
|
The amounts reported in this column reflect the grant date fair value of the stock awards computed in accordance with ASC 718. With respect to the performance-based stock awards granted in fiscal year 2018, the amounts above reflect the probable payout percentage for the awards, which is based on the highest level of performance that can be achieved, calculated in accordance with ASC 718. The assumptions we used to calculate these amounts are included in Note 9 to our audited consolidated financial statements included elsewhere in this Annual Report.
|
(3)
|
For the first half of fiscal year 2018, the annual cash incentive plan was based on achieving a non-GAAP operating income target for the six months ended December 30, 2017. Performance had to at least meet the threshold level for any amounts to be paid under this plan. For more information, see the discussion above under “Compensation Discussion and Analysis.”
|
(4)
|
For the second half of fiscal year 2018, the annual cash incentive plan was based on achieving a non-GAAP operating income target for the six months ended June 30, 2018. Performance had to at least meet the threshold level for any amounts to be paid under this plan. For more information, see the discussion above under “Compensation Discussion and Analysis.”
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||
Name
|
Option/Award Grant
Date
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price ($)
|
Option Expiration Date
|
|
Number of Shares or Units of Stock that Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($) (1)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
|
|||||||||
Greg
|
11/13/2008
|
1,447
|
|
—
|
|
$
|
1.50
|
|
11/12/2018
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Dougherty
|
5/13/2009
|
3,334
|
|
—
|
|
$
|
3.10
|
|
5/13/2019
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
10/21/2009
|
8,000
|
|
—
|
|
$
|
5.80
|
|
10/21/2019
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
10/27/2010
|
3,898
|
|
—
|
|
$
|
13.68
|
|
10/27/2020
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
10/26/2011
|
14,881
|
|
—
|
|
$
|
3.54
|
|
10/26/2021
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
8/10/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
|
14,569
|
(2)
|
$
|
130,101
|
|
—
|
|
—
|
|
|
|
8/10/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
|
18,731
|
(3)
|
$
|
167,268
|
|
—
|
|
—
|
|
|
|
8/10/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
|
105,469
|
(4)
|
$
|
941,838
|
|
—
|
|
—
|
|
|
|
8/10/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
|
105,469
|
(5)
|
$
|
941,838
|
|
—
|
|
—
|
|
|
|
8/10/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
|
185,000
|
(6)
|
$
|
1,652,050
|
|
—
|
|
—
|
|
|
|
8/10/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
|
277,500
|
(7)
|
$
|
2,478,075
|
|
—
|
|
—
|
|
|
Pete
|
1/14/2014
|
15,000
|
|
—
|
|
$
|
2.55
|
|
1/14/2024
|
|
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
Mangan
|
8/10/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7,493
|
(2)
|
$
|
66,912
|
|
—
|
|
—
|
|
|
|
8/10/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7,493
|
(3)
|
$
|
66,912
|
|
—
|
|
—
|
|
|
|
8/10/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
|
50,625
|
(4)
|
$
|
452,081
|
|
—
|
|
—
|
|
|
|
8/10/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
|
50,625
|
(5)
|
$
|
452,081
|
|
—
|
|
—
|
|
|
|
8/10/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
|
90,000
|
(6)
|
$
|
803,700
|
|
—
|
|
—
|
|
|
|
8/10/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
|
135,000
|
(7)
|
$
|
1,205,550
|
|
—
|
|
—
|
|
|
Yves
|
8/15/2008
|
6,000
|
|
—
|
|
$
|
8.90
|
|
8/15/2018
|
|
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
LeMaitre
|
8/16/2010
|
13,947
|
|
—
|
|
$
|
10.43
|
|
8/16/2020
|
|
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
|
8/16/2010
|
3,253
|
|
—
|
|
$
|
10.43
|
|
8/16/2020
|
|
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
|
8/10/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7,493
|
(2)
|
$
|
66,912
|
|
—
|
|
—
|
|
|
|
8/10/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7,493
|
(3)
|
$
|
66,912
|
|
—
|
|
—
|
|
|
|
8/10/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
|
50,625
|
(4)
|
$
|
452,081
|
|
—
|
|
—
|
|
|
|
8/10/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
|
50,625
|
(5)
|
$
|
452,081
|
|
—
|
|
—
|
|
|
|
8/10/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
|
80,000
|
(6)
|
$
|
714,400
|
|
—
|
|
—
|
|
|
|
8/10/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
|
120,000
|
(7)
|
$
|
1,071,600
|
|
—
|
|
—
|
|
|
David
|
2/10/2014
|
60,000
|
|
—
|
|
$
|
2.53
|
|
2/10/2024
|
|
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
Teichmann
|
5/12/2014
|
25,000
|
|
—
|
|
$
|
1.78
|
|
5/12/2024
|
|
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
|
8/10/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7,493
|
(2)
|
$
|
66,912
|
|
—
|
|
—
|
|
|
|
8/10/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7,493
|
(3)
|
$
|
66,912
|
|
—
|
|
—
|
|
|
|
8/10/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
|
39,375
|
(4)
|
$
|
351,619
|
|
—
|
|
—
|
|
|
|
8/10/2016
|
—
|
|
—
|
|
—
|
|
—
|
|
|
39,375
|
(5)
|
$
|
351,619
|
|
—
|
|
—
|
|
|
|
8/10/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
|
60,000
|
(6)
|
$
|
535,800
|
|
—
|
|
—
|
|
|
|
8/10/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
|
90,000
|
(7)
|
$
|
803,700
|
|
—
|
|
—
|
|
|
Craig
|
5/10/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
|
97,500
|
(8)
|
$
|
870,675
|
|
—
|
|
—
|
|
|
Cocchi
|
8/10/2017
|
—
|
|
—
|
|
—
|
|
—
|
|
|
120,000
|
(7)
|
$
|
1,071,600
|
|
—
|
|
—
|
|
|
(1)
|
Calculated by multiplying the number of unvested shares of our common stock by $8.93, the closing market price per share of our common stock on the NASDAQ Global Select Market on June 29, 2018.
|
(2)
|
These restricted stock unit awards will vest as to 33.33% of the number of shares subject to each award on August 10, 2016; and 8.33% of the number of shares subject to each such award shall vest on the November 10th, February 10th, May 10th, and August 10th following August 10, 2016 over the following two years.
|
(3)
|
On August 10, 2015, each of Messrs. Dougherty, Mangan, LeMaitre and Teichmann received a performance-based restricted stock unit award. These performance-based restricted stock unit awards will be earned at a 100% target level, based upon the achievement of positive free cash flow (defined as EBITDA less capital expenditures) in any fiscal quarter ending prior to June 30, 2018. Vesting of these PSUs is contingent upon service conditions being met through August 10, 2018. The Compensation Committee certified that this performance condition was achieved during the quarter ended September 26, 2015. As a result, these PSUs vest as to 33.33% of the number of shares subject to each award on August 10, 2016; and 8.33% of the number of shares subject to each such award shall vest on the November 10th, February 10th, May 10th, and August 10th following August 10, 2016 over the following two years.
|
(4)
|
These restricted stock unit awards will vest as to 25% of the number of shares subject to each award on August 10, 2017; and 6.25% of the number of shares subject to each such award shall vest on the November 10th, February 10th, May 10th, and August 10th following August 10, 2017 over the following three years.
|
(5)
|
On August 10, 2016, each of Messrs. Dougherty, Mangan, LeMaitre and Teichmann received a performance-based restricted stock unit award. These performance-based restricted stock unit awards will be earned at a 100% target level, based on the achievement of $25 million of positive free cash flow (defined as Adjusted EBITDA less capital expenditure) over any consecutive four fiscal quarter period ending prior to June 27, 2020. On July 25, 2017, the Compensation Committee certified that this performance condition was achieved during the quarter ended July 1, 2017. As a result, these performance-based restricted stock unit awards cliff vest with respect to 25 percent of the underlying shares on August 10, 2017, and with respect to 6.25 percent of the underlying shares each subsequent quarter over the following three years, subject to continuous service.
|
(6)
|
These restricted stock unit awards will vest as to 25% of the number of shares subject to each award on August 10, 2018; and 6.25% of the number of shares subject to each such award shall vest on the November 10th, February 10th, May 10th, and August 10th following August 10, 2018 over the following three years.
|
(7)
|
On August 10, 2017, each of Messrs. Dougherty, Mangan, LeMaitre, Teichmann and Cocchi received a performance-based restricted stock unit award. These performance-based restricted stock unit awards will be earned based as to one-third of the performance-based restricted stock unit awards upon the achievement of
$700.0 million
of revenue over any
four
consecutive quarters through the end of fiscal year 2020, subject to service conditions; one-third of the performance-based restricted stock unit awards upon the achievement of
$100.0 million
of free cash flow (defined as adjusted EBITDA less capital expenditures) over any
four
consecutive quarters through the end of fiscal year 2020, subject to service conditions; and one-third of the performance-based restricted stock unit awards upon the achievement of
$800.0 million
of revenue in any one fiscal year from 2018 through 2020 and upon achievement of
$100.0 million
of free cash flow over any
four
consecutive quarters through the end of fiscal year 2020, subject to service conditions. Upon attaining each performance condition, the service-based vesting condition is satisfied for that tranche as to
1/3
of the performance-based restricted stock unit awards on the first anniversary of the vesting commencement date, and with respect to
1/12
of the underlying shares each subsequent quarter, such that all performance-based restricted stock unit awards for that tranche are fully vested on the third anniversary of the vesting commencement date. The performance conditions associated with these PSUs will be considered achieved upon the consummation of the merger with Lumentum.
|
(8)
|
The restricted stock unit awards vested as to 25% of the number of shares subject to the award on May 10, 2018; and 6.25% of the number of shares subject to each such award shall vest on the August 10th, November 10th, February 10th, and May 10th following May 10, 2018 over the following three years.
|
(1)
|
The amounts reported in this column represent the number of shares of our common stock acquired with respect to full value awards that vested in fiscal year 2018.
|
(2)
|
The amounts reported in this column represent the number of shares of our common stock that vested during fiscal year 2018 multiplied by the closing market price of our common stock as quoted on the NASDAQ Global Select Market on each corresponding vesting date.
|
•
|
A cash payment equal to the sum of twice his annual base salary and twice his target annual cash incentive award opportunity;
|
•
|
Accelerated vesting of all outstanding and unvested restricted stock and/or restricted stock unit awards which vest based solely on his continued employment; and
|
•
|
A monthly payment in the amount of $6,000 for 24 months in lieu of continuing other benefits, such as health and welfare benefits.
|
•
|
an amount (the "Pro Rata" Bonus) equal to the product of (i) the average of the executive’s bonuses earned during the last three full fiscal years (or such lesser number of years in which the executive earned a bonus), divided by 2, and (ii) a fraction, the numerator of which is the number of days before the “separation from service” (as defined under Treasury Regulations Section 1.409A-1(h)) in the current bonus period applicable to the current bonus, and the denominator of which is the total number of days in the current bonus period applicable to the current bonus; and
|
•
|
an amount equal to the result obtained by multiplying the executive’s "reference salary" by a fraction, the numerator of which is eight months plus one additional month of base salary for each whole year of the executive's employment by us (up to a maximum of 18 months) and the denominator of which is 12.
|
•
|
an amount equal to 1.5 times the executive’s "reference salary" then in effect;
|
•
|
an amount equal to the average of the executive’s bonuses earned during the last 3 full fiscal years (or such lesser number of years in which the executive earned a bonus); and
|
•
|
a taxable lump-sum cash payment of $72,000 which the executive may, but is not required to, use to continue his or her existing group health coverage (medical, dental, and vision) then in effect.
|
|
|
Base Salary
($)(1)
|
|
Non-Equity Incentive Plan Compensation ($)
|
|
Accelerated Vesting of Options
|
Accelerated Vesting of Restricted Stock Units (2)
|
Benefits ($)
|
|
Total
($)
|
|||||||||||
Greg Dougherty
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Type I event (3)
|
|
$
|
1,200,000
|
|
(5)
|
$
|
1,200,000
|
|
(6)
|
—
|
|
$
|
6,311,170
|
|
$
|
213,231
|
|
(7)
|
$
|
8,924,401
|
|
Type II event (4)
|
|
$
|
1,200,000
|
|
(5)
|
$
|
1,200,000
|
|
(6)
|
—
|
|
$
|
6,311,170
|
|
$
|
213,231
|
|
(7)
|
$
|
8,924,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Pete Mangan
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Type I event (3)
|
|
$
|
408,333
|
|
|
$
|
113,925
|
|
|
—
|
|
$
|
—
|
|
$
|
13,601
|
|
(8)
|
$
|
535,859
|
|
Type II event (4)
|
|
$
|
525,000
|
|
|
$
|
227,850
|
|
|
—
|
|
$
|
3,047,237
|
|
$
|
85,601
|
|
(9)
|
$
|
3,885,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Yves LeMaitre
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Type I event (3)
|
|
$
|
525,000
|
|
|
$
|
113,925
|
|
|
—
|
|
$
|
—
|
|
$
|
40,385
|
|
(8)
|
$
|
679,310
|
|
Type II event (4)
|
|
$
|
525,000
|
|
|
$
|
227,850
|
|
|
—
|
|
$
|
2,823,987
|
|
$
|
112,385
|
|
(9)
|
$
|
3,689,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
David Teichmann
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Type I event (3)
|
|
$
|
330,000
|
|
|
$
|
105,540
|
|
|
—
|
|
$
|
—
|
|
$
|
34,166
|
|
(8)
|
$
|
469,706
|
|
Type II event (4)
|
|
$
|
495,000
|
|
|
$
|
211,080
|
|
|
—
|
|
$
|
2,176,562
|
|
$
|
106,166
|
|
(9)
|
$
|
2,988,808
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Craig Cocchi
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Type I event (3)
|
|
$
|
262,500
|
|
|
$
|
68,250
|
|
|
—
|
|
$
|
—
|
|
$
|
15,264
|
|
(8)
|
$
|
346,014
|
|
Type II event (4)
|
|
$
|
525,000
|
|
|
$
|
136,500
|
|
|
—
|
|
$
|
1,942,275
|
|
$
|
87,264
|
|
(9)
|
$
|
2,691,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts shown are based on each Named Executive Officer's "reference salary." As of June 30, 2018, the "reference salary" for each Named Executive Officer was as follows: Greg Dougherty, $600,000; Pete Mangan, $350,000; Yves LeMaitre, $350,000; David Teichmann, $330,000; Craig Cocchi, $350,000. Except as otherwise noted, upon a Type I event, each Named Executive Officer will receive an amount equal to the result obtained by multiplying his "reference salary" by a fraction, the numerator of which is eight months plus one additional month of base salary for each whole year of the Named Executive Officer’s employment by us (up to a maximum of 18 months) and the denominator of which is 12. Except as otherwise noted, upon a Type II event, each Named Executive Officer will receive an amount equal to 1.5 times such officer’s “reference salary.”
|
(2)
|
Amounts shown represent the intrinsic value of all unvested restricted stock unit awards which would be accelerated upon the occurrence of the termination event, calculated based on the number of restricted stock unit awards subject to acceleration multiplied by the closing market price of our common stock of $8.93 on June 29, 2018, as quoted on the NASDAQ Global Select Market. Each of our Named Executive Officers’ equity awards are subject to "double-trigger" acceleration. As a result, the Named Executive Officers would not be entitled to receive the amounts listed in this column in the event of a change of control absent a corresponding termination of employment.
|
(3)
|
For Mr. Dougherty, a “Type I event” means termination of employment without cause or resignation for good reason absent a change of control. For each of the other Named Executive Officers, a “Type I event” means death or termination of employment without cause absent a change of control.
|
(4)
|
For Mr. Dougherty, a “Type II event” means termination of employment without cause or resignation for good reason in connection with a change of control. For each of the other Named Executive Officers, a “Type II event” means death, termination of employment without cause or resignation for good reason in connection with a change of control.
|
(5)
|
Represents two times Mr. Dougherty’s annual salary.
|
(6)
|
Represents twice the annual target cash incentive award opportunity for Mr. Dougherty.
|
(7)
|
Represents $69,231 of earned but unpaid vacation as of June 30, 2018 and $144,000 in lieu of employee medical insurance coverage and employee group life insurance coverage for a period of 24 months following termination of employment.
|
(8)
|
Consists of earned but unpaid vacation as of June 30, 2018.
|
(9)
|
Consists of earned but unpaid vacation as of June 30, 2018 and a taxable lump-sum cash payment equal to $72,000.
|
Board of Director/Committee Position
|
Fiscal Year 2018
Annual Retainer
|
|||
|
|
|||
Board Chairman
|
$
|
90,000
|
|
|
Board Member (non-Chairman)
|
$
|
50,000
|
|
|
Audit Committee Member (non-Chairman)
|
$
|
10,000
|
|
|
Audit Committee Chairman
|
$
|
25,000
|
|
|
Compensation Committee Member (non-Chairman)
|
$
|
7,500
|
|
|
Compensation Committee Chairman
|
$
|
16,000
|
|
|
Nominating and Corporate Governance Committee Member (non-Chairman)
|
$
|
5,000
|
|
|
Nominating and Corporate Governance Committee Chairman
|
$
|
10,000
|
|
|
Name (1)
|
|
Fees Earned or
Paid in Cash ($)
|
|
Stock
Awards ($)(2) |
|
Option
Awards($)
|
|
All Other
Compensation($)
|
|
Total ($)
|
||||||||||
Edward B. Collins
|
|
$
|
65,000
|
|
|
$
|
123,454
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
188,454
|
|
Kendall Cowan
|
|
$
|
82,500
|
|
|
$
|
123,454
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
205,954
|
|
Denise Haylor
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Marissa Peterson
|
|
$
|
90,000
|
|
|
$
|
123,454
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
213,454
|
|
Ian Small
|
|
$
|
51,042
|
|
|
$
|
323,447
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
374,489
|
|
Joel A. Smith III
|
|
$
|
70,000
|
|
|
$
|
123,454
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
193,454
|
|
William L. Smith
|
|
$
|
62,500
|
|
|
$
|
123,454
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
185,954
|
|
|
(1)
|
The compensation information for Mr. Dougherty is set forth above under “Compensation Discussion and Analysis” and the corresponding compensation tables, footnotes and accompanying narratives. Effective April 2017, Ms. Haylor no longer received any compensation from us due to the internal policies of her current employer, The Boston Consulting Group.
|
(2)
|
The amounts reported in this column reflect the grant date fair value, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718,
Compensation - Stock Compensation
("ASC 718"), of the restricted stock awards granted during the fiscal year ended June 30, 2018. There can be no assurance that the ASC 718 amounts will ever be realized. The assumptions we used to calculate these amounts are included in Note 9 to our audited consolidated financial statements included in this Annual Report. All the restricted stock awards listed were granted on November 17, 2017, with the exception of a grant of 23,391 restricted stock awards, valued at $199,993 granted to Mr. Small upon joining our Board of Directors on September 1, 2017.
|
Name
|
|
Stock Awards (A)
|
|
Stock Option Awards (B)
|
||
Edward B. Collins
|
|
18,762
|
|
|
34,779
|
|
Kendall Cowan
|
|
18,762
|
|
|
—
|
|
Denise Haylor
|
|
11,122
|
|
|
—
|
|
Marissa Peterson
|
|
18,762
|
|
|
17,046
|
|
Ian Small
|
|
42,153
|
|
|
—
|
|
Joel A. Smith III
|
|
18,762
|
|
|
31,560
|
|
William L. Smith
|
|
18,762
|
|
|
—
|
|
|
▪
|
the median of the annual total compensation of all our employees (excluding our CEO) was $36,878;
|
▪
|
the annual total compensation of our CEO was
$4,856,430
; and
|
▪
|
the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees (excluding our CEO) was 132 to 1.
|
1.
|
We selected June 30, 2018, which was the last day of our last completed fiscal year, as the date on which to identify our median employee.
|
2.
|
In determining our employee population, we considered the individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on June 30, 2018, whether employed on a full-time, part-time, seasonal or temporary basis. We did not include any independent contractors or “leased” workers in our employee population.
|
3.
|
As of June 30, 2018, we had 1,701 employees, with 95 employees located in the United States and 1,606 employees located outside the United States. SEC rules permit companies to exclude non-U.S. employees from the median employee calculation if such non-U.S. employees account for 5% or less of the company’s total number of employees. Applying
|
4.
|
To identify our median employee, we chose to use a consistently-applied compensation measure, which we selected as fiscal year 2018 total cash compensation, consisting of base salary as of June 30, 2018 compiled from our Human Resource records and actual bonuses for fiscal year 2018. We selected total cash compensation as an appropriate compensation measure as this information was readily available in each country in which we had employees and we do not grant equity awards to all employees.
|
5.
|
For employees paid in foreign currencies, we converted their compensation to U.S. dollars using the applicable exchange rates in effect on May 14, 2018. We did not make any cost-of-living adjustment.
|
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options and Vesting of Restricted
Stock Units
|
|
Weighted-average
Exercise Price of Outstanding Options (1)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
||||||||
|
|
(a)
|
|
(b)
|
|
(c)
|
||||||||
Equity compensation plans approved by security holders
|
|
7,651,338
|
|
|
|
$
|
7.75
|
|
|
|
16,456,192
|
|
|
|
Equity compensations plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|||
|
|
7,651,338
|
|
|
|
$
|
7.75
|
|
|
|
16,456,192
|
|
|
(1)
|
The weighted-average exercise price does not take into account shares issuable upon the vesting of outstanding time-based and performance-based restricted stock unit awards, which have no exercise price.
|
Beneficial Owner
|
Number
of Shares
|
|
Percentage
of Total
|
||
5% Stockholders
|
|
|
|
||
BlackRock, Inc. (1)
55 East 52 Street
New York, NY 10055
|
20,857,498
|
|
|
|
12.2%
|
Kopp Holding Company, LLC (2)
8400 Normandale Lake Boulevard, Suite 1450
Bloomington, MN 55437
|
9,718,293
|
|
|
|
5.7%
|
The Vanguard Group (3)
100 Vanguard Blvd.
Malvern, PA 19355
|
9,373,992
|
|
|
|
5.5%
|
Magnetar Financial LLC (4)
1603 Orrington Avenue
Evanston, Illinois 60201
|
8,615,308
|
|
|
|
5.0%
|
Named Executive Officers and Directors
|
|
|
|
||
Greg Dougherty (5)
|
902,577
|
|
|
|
*
|
Pete Mangan (6)
|
303,755
|
|
|
|
*
|
Marissa Peterson (7)
|
290,417
|
|
|
|
*
|
David Teichmann (8)
|
265,644
|
|
|
|
*
|
Edward Collins (9)
|
255,081
|
|
|
|
*
|
Joel A. Smith, III (10)
|
241,128
|
|
|
|
*
|
William L. Smith (11)
|
229,974
|
|
|
|
*
|
Kendall Cowan (12)
|
224,553
|
|
|
|
*
|
Yves LeMaitre (13)
|
149,972
|
|
|
|
*
|
Denise Haylor (14)
|
29,888
|
|
|
|
*
|
Craig Cocchi (15)
|
29,399
|
|
|
|
*
|
Ian Small
|
—
|
|
|
|
*
|
All executive officers and directors as a group (16 persons)
|
2,922,388
|
|
|
|
1.7%
|
(1)
|
The following information is based on Amendment No. 1 to Schedule 13G filed with the Commission on January 23, 2018 by BlackRock, Inc. (BlackRock). BlackRock is the beneficial owner of and has sole dispositive power with respect to 20,857,498 shares of our common stock, and sole voting power with respect to 20,495,393 shares of our common stock.
|
(2)
|
The following information is based on Amendment No. 2 to Schedule 13G filed with the Commission on January 12, 2018 by Kopp Family Office, LLC (KFO), Kopp Holding Company, LLC (Holdco), which is the parent of KFO, and
|
(3)
|
The following information is based on a Schedule 13G filed with the Commission on February 9, 2018 by The Vanguard Group. The Vanguard Group is the beneficial owner of 9,373,992 shares of our common stock, has sole dispositive power with respect to 9,070,394 shares of our common stock, and sole voting power with respect to 306,995 shares of our common stock and has shared voting power with respect to 10,200 of our common stock.
|
(4)
|
The following information is based on a Schedule 13D filed with the Commission on July 23, 2018 by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec Litowitz (collectively, Magnetar Reporting Persons). As of July 22, 2018, each of the Magnetar Reporting Persons may have been deemed to share the power to vote and direct the disposition of 8,615,308 Shares, which consisted of (i) 578,349 Shares held for the benefit of Magnetar Capital Master Fund, (ii) 5,432,629 Shares held for the benefit of PRA Master Fund, (iii) 2,168,811 Shares held for the benefit of Constellation Fund; (iv) 388,698 Shares held for the benefit of MSW Master Fund; and (v) 46,821 Shares held for the benefit of Premia Master Fund.
|
(5)
|
Represents 798,479 shares beneficially owned by Mr. Dougherty and 104,098 shares issuable pursuant to options exercisable or restricted stock awards releasable within 60 days of July 1, 2018.
|
(6)
|
Represents 253,137 shares beneficially owned by Mr. Mangan and 50,618 shares issuable pursuant to options exercisable or restricted stock awards releasable within 60 days of July 1, 2018.
|
(7)
|
Represents 273,371 shares beneficially owned by Ms. Peterson and 17,046 shares issuable pursuant to options exercisable within 60 days of July 1, 2018.
|
(8)
|
Represents 153,776 shares beneficially owned by Mr. Teichmann and 111,868 shares issuable pursuant to options exercisable or restricted stock awards releasable within 60 days of July 1, 2018.
|
(9)
|
Represents 142,571 shares beneficially owned by Mr. Collins, 77,731 held in trust, 70,000 shares owned by his spouse and 34,779 shares issuable pursuant to options exercisable within 60 days of July 1, 2018.
|
(10)
|
Represents 209,482 shares beneficially owned by Mr. Smith individually, 86 shares beneficially owned by his spouse and 31,560 shares issuable pursuant to options exercisable within 60 days of July 1, 2018.
|
(11)
|
Represents 229,974 shares beneficially owned by Mr. Smith.
|
(12)
|
Represents 224,553 shares beneficially owned by Mr. Cowan.
|
(13)
|
Represents 99,654 shares beneficially owned by Mr. LeMaitre and 50,318 shares issuable pursuant to options exercisable or restricted stock awards releasable within 60 days of July 1, 2018.
|
(14)
|
Represents 27,663 shares beneficially owned by Ms. Haylor and 2,225 shares issuable pursuant to restricted stock awards releasable within 60 days of July 1, 2018.
|
(15)
|
Represents 21,274 shares beneficially owned by Mr. Cocchi and 8,125 shares issuable pursuant to restricted stock awards releasable within 60 days of July 1, 2018.
|
•
|
the related person’s interest in the related person transaction;
|
•
|
the approximate dollar value involved in the related person transaction;
|
•
|
the approximate dollar value of the related person’s interest in the transaction without regard to the amount of any profit or loss;
|
•
|
whether the transaction was undertaken in the ordinary course of our business;
|
•
|
whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party;
|
•
|
the purpose of, and the potential benefits to us of, the related person transaction; and
|
•
|
any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.
|
•
|
the transaction is specifically contemplated by the provisions of our certificate of incorporation or By-laws; or
|
•
|
the related person’s interests in the transaction arise solely from his or her position as an executive officer of another entity (whether or not he or she is also a director of such entity) that is a participant in the transaction, where (i) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (ii) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, and (iii) the amount involved in the transaction equals less than the greater of $200,000 or 5% of the annual consolidated gross revenues of the entity receiving payment under the transaction.
|
|
Fiscal Year End
|
||||||||||
Fee Category
|
June 30, 2018
|
|
July 1, 2017
|
||||||||
|
(Thousands)
|
||||||||||
Audit fees
(1)
|
|
$
|
2,350
|
|
|
|
|
$
|
1,976
|
|
|
Audit-related fees
|
—
|
|
|
|
—
|
|
|
||||
Tax fees
|
—
|
|
|
|
—
|
|
|
||||
All other fees
|
—
|
|
|
|
—
|
|
|
||||
Total fees
|
|
$
|
2,350
|
|
|
|
|
$
|
1,976
|
|
|
|
(1)
|
Audit fees consist of fees for the audit of our consolidated financial statements, the audit of our internal control over financial reporting, the review of our interim consolidated financial statements included in our quarterly reports, and other professional services provided in connection with statutory and regulatory filings or engagements.
|
(a)
|
The following documents are filed as part of or are included in this Annual Report:
|
|
|
|
OCLARO, INC.
(Registrant)
|
|
|
|
|
August 23, 2018
|
By:
|
|
/s/ Greg Dougherty
|
|
|
|
Greg Dougherty
|
|
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ Greg Dougherty
|
|
Director and Chief Executive Officer
|
|
August 23, 2018
|
Greg Dougherty
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Pete Mangan
|
|
Chief Financial Officer
|
|
August 23, 2018
|
Pete Mangan
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Mike Fernicola
|
|
Chief Accounting Officer
|
|
August 23, 2018
|
Mike Fernicola
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Marissa Peterson
|
|
Chair of the Board
|
|
August 23, 2018
|
Marissa Peterson
|
|
|
|
|
|
|
|
|
|
/s/ Edward B. Collins
|
|
Director
|
|
August 23, 2018
|
Edward B. Collins
|
|
|
|
|
|
|
|
|
|
/s/ Kendall W. Cowan
|
|
Director
|
|
August 23, 2018
|
Kendall W. Cowan
|
|
|
|
|
|
|
|
|
|
/s/ Denise Haylor
|
|
Director
|
|
August 23, 2018
|
Denise Haylor
|
|
|
|
|
|
|
|
|
|
/s/ Ian Small
|
|
Director
|
|
August 23, 2018
|
Ian Small
|
|
|
|
|
|
|
|
|
|
/s/ Joel Smith III
|
|
Director
|
|
August 23, 2018
|
Joel Smith III
|
|
|
|
|
|
|
|
|
|
/s/ William L. Smith
|
|
Director
|
|
August 23, 2018
|
William L. Smith
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
|
(Thousands, except par value)
|
||||||
ASSETS
|
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
245,688
|
|
|
$
|
219,270
|
|
Restricted cash
|
—
|
|
|
716
|
|
||
Short-term investments
|
77,440
|
|
|
37,559
|
|
||
Accounts receivable, net of allowances for doubtful accounts of $1,393 and $1,533 as of June 30, 2018 and July 1, 2017, respectively
|
100,482
|
|
|
122,287
|
|
||
Inventories
|
106,678
|
|
|
101,068
|
|
||
Prepaid expenses and other current assets
|
35,175
|
|
|
40,870
|
|
||
Total current assets
|
565,463
|
|
|
521,770
|
|
||
Property and equipment, net
|
137,438
|
|
|
114,333
|
|
||
Other intangible assets, net
|
61
|
|
|
699
|
|
||
Deferred tax assets, net
|
16,625
|
|
|
25,774
|
|
||
Other non-current assets
|
1,212
|
|
|
2,573
|
|
||
Total assets
|
$
|
720,799
|
|
|
$
|
665,149
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
68,221
|
|
|
$
|
88,316
|
|
Accrued expenses and other liabilities
|
41,686
|
|
|
42,499
|
|
||
Capital lease obligations, current
|
2,386
|
|
|
2,368
|
|
||
Total current liabilities
|
112,293
|
|
|
133,183
|
|
||
Deferred gain on sale-leaseback
|
5,193
|
|
|
5,895
|
|
||
Capital lease obligations, non-current
|
857
|
|
|
1,379
|
|
||
Other non-current liabilities
|
10,440
|
|
|
11,019
|
|
||
Total liabilities
|
128,783
|
|
|
151,476
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock: 1,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock: $0.01 par value per share; 275,000 shares authorized; 170,675 shares issued and outstanding at June 30, 2018; and 167,639 shares issued and outstanding at July 1, 2017
|
1,706
|
|
|
1,676
|
|
||
Additional paid-in capital
|
1,703,331
|
|
|
1,688,777
|
|
||
Accumulated other comprehensive income
|
42,547
|
|
|
40,973
|
|
||
Accumulated deficit
|
(1,155,568
|
)
|
|
(1,217,753
|
)
|
||
Total stockholders’ equity
|
592,016
|
|
|
513,673
|
|
||
Total liabilities and stockholders’ equity
|
$
|
720,799
|
|
|
$
|
665,149
|
|
|
Year Ended
|
||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
(Thousands, except per share amounts)
|
||||||||||
Revenues
|
$
|
543,170
|
|
|
$
|
600,968
|
|
|
$
|
407,914
|
|
Cost of revenues
|
340,266
|
|
|
365,729
|
|
|
291,496
|
|
|||
Gross profit
|
202,904
|
|
|
235,239
|
|
|
116,418
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
64,498
|
|
|
57,094
|
|
|
46,067
|
|
|||
Selling, general and administrative
|
64,489
|
|
|
58,461
|
|
|
53,457
|
|
|||
Amortization of other intangible assets
|
653
|
|
|
786
|
|
|
995
|
|
|||
Restructuring, acquisition and related (income) expense, net
|
4,358
|
|
|
60
|
|
|
25
|
|
|||
(Gain) loss on disposal of property and equipment
|
1,581
|
|
|
(130
|
)
|
|
32
|
|
|||
Total operating expenses
|
135,579
|
|
|
116,271
|
|
|
100,576
|
|
|||
Operating income
|
67,325
|
|
|
118,968
|
|
|
15,842
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income (expense), net
|
912
|
|
|
(13,313
|
)
|
|
(4,986
|
)
|
|||
Gain (loss) on foreign currency transactions, net
|
3,267
|
|
|
(3,652
|
)
|
|
(2,362
|
)
|
|||
Other income (expense), net
|
3,339
|
|
|
810
|
|
|
935
|
|
|||
Total other income (expense)
|
7,518
|
|
|
(16,155
|
)
|
|
(6,413
|
)
|
|||
Income before income taxes
|
74,843
|
|
|
102,813
|
|
|
9,429
|
|
|||
Income tax (benefit) provision
|
12,390
|
|
|
(25,046
|
)
|
|
849
|
|
|||
Net income
|
$
|
62,453
|
|
|
$
|
127,859
|
|
|
$
|
8,580
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.37
|
|
|
$
|
0.81
|
|
|
$
|
0.08
|
|
Diluted
|
0.36
|
|
|
0.77
|
|
|
0.08
|
|
|||
Shares used in computing net income per share:
|
|
|
|
|
|
||||||
Basic
|
169,263
|
|
|
158,115
|
|
|
110,599
|
|
|||
Diluted
|
171,736
|
|
|
165,031
|
|
|
113,228
|
|
|
Year Ended
|
||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
(Thousands)
|
||||||||||
Net income
|
$
|
62,453
|
|
|
$
|
127,859
|
|
|
$
|
8,580
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
4
|
|
|
(8
|
)
|
|
—
|
|
|||
Currency translation adjustments
|
1,495
|
|
|
947
|
|
|
(1,167
|
)
|
|||
Pension adjustments
|
49
|
|
|
213
|
|
|
(538
|
)
|
|||
Other adjustments
|
26
|
|
|
—
|
|
|
—
|
|
|||
Total comprehensive income
|
$
|
64,027
|
|
|
$
|
129,011
|
|
|
$
|
6,875
|
|
|
Year Ended
|
||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
(Thousands)
|
||||||||||
Cash flows from operating activities:
|
|
||||||||||
Net income
|
$
|
62,453
|
|
|
$
|
127,859
|
|
|
$
|
8,580
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Change in deferred tax assets, net
|
9,244
|
|
|
(25,680
|
)
|
|
—
|
|
|||
Accretion of premiums on short-term investments
|
(1,194
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization and write-off of debt discount and issuance costs
|
—
|
|
|
102
|
|
|
812
|
|
|||
Amortization of deferred gain on sale-leaseback
|
(792
|
)
|
|
(743
|
)
|
|
(842
|
)
|
|||
Depreciation and amortization
|
30,180
|
|
|
21,544
|
|
|
16,755
|
|
|||
(Gain) loss on disposal of property and equipment
|
1,581
|
|
|
(130
|
)
|
|
32
|
|
|||
Interest make-whole charge and induced conversion expense related to convertible notes
|
—
|
|
|
8,463
|
|
|
—
|
|
|||
Stock-based compensation expense
|
14,964
|
|
|
11,195
|
|
|
8,201
|
|
|||
Write-down of inventories designated to be sold to ZTE
|
3,083
|
|
|
—
|
|
|
—
|
|
|||
Other adjustments
|
(91
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
24,086
|
|
|
(28,811
|
)
|
|
(23,409
|
)
|
|||
Inventories
|
(7,033
|
)
|
|
(26,997
|
)
|
|
(11,008
|
)
|
|||
Prepaid expenses and other current assets
|
6,566
|
|
|
(17,940
|
)
|
|
(2,383
|
)
|
|||
Other non-current assets
|
699
|
|
|
(255
|
)
|
|
98
|
|
|||
Accounts payable
|
(16,812
|
)
|
|
17,819
|
|
|
11,293
|
|
|||
Accrued expenses and other liabilities
|
(1,880
|
)
|
|
9,128
|
|
|
(24
|
)
|
|||
Net cash provided by operating activities
|
125,054
|
|
|
95,554
|
|
|
8,105
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(57,607
|
)
|
|
(70,069
|
)
|
|
(29,588
|
)
|
|||
Purchases of short-term investments
|
(219,270
|
)
|
|
(69,415
|
)
|
|
—
|
|
|||
Maturities of short-term investments
|
180,579
|
|
|
32,000
|
|
|
—
|
|
|||
Proceeds from sale of property and equipment
|
—
|
|
|
231
|
|
|
—
|
|
|||
Transfer (to) from restricted cash
|
716
|
|
|
(1
|
)
|
|
2,418
|
|
|||
Net cash used in investing activities
|
(95,582
|
)
|
|
(107,254
|
)
|
|
(27,170
|
)
|
|||
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
|
2,643
|
|
|
4,873
|
|
|
286
|
|
|||
Shares repurchased for tax withholdings on vesting of restricted stock units
|
(3,738
|
)
|
|
(4,426
|
)
|
|
(1,641
|
)
|
|||
Payments on capital lease obligations
|
(1,186
|
)
|
|
(2,183
|
)
|
|
(3,151
|
)
|
|||
Net cash provided by (used in) financing activities
|
(2,281
|
)
|
|
133,417
|
|
|
(4,506
|
)
|
|||
Effect of exchange rate on cash and cash equivalents
|
(773
|
)
|
|
1,624
|
|
|
7,660
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
26,418
|
|
|
123,341
|
|
|
(15,911
|
)
|
|||
Cash and cash equivalents at beginning of fiscal year
|
219,270
|
|
|
95,929
|
|
|
111,840
|
|
|||
Cash and cash equivalents at end of fiscal year
|
$
|
245,688
|
|
|
$
|
219,270
|
|
|
$
|
95,929
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
24
|
|
|
$
|
13,313
|
|
|
$
|
3,936
|
|
Cash paid for income taxes
|
549
|
|
|
1,939
|
|
|
334
|
|
|||
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
|
|
|
$
|
—
|
|
Unpaid property and equipment in accounts payable
|
5,933
|
|
|
10,388
|
|
|
8,176
|
|
|||
Capital lease obligations incurred for purchases of property and equipment
|
1,259
|
|
|
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 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
|
|
|||||
Issuance of common stock related to restricted stock units and awards
|
2,778
|
|
|
28
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
Common stock repurchased for tax withholdings on vesting of restricted stock units
|
(284
|
)
|
|
(3
|
)
|
|
(3,748
|
)
|
|
—
|
|
|
—
|
|
|
(3,751
|
)
|
|||||
Issuance of common stock upon the exercise of stock options
|
542
|
|
|
5
|
|
|
2,638
|
|
|
—
|
|
|
—
|
|
|
2,643
|
|
|||||
Adoption of ASU No. 2016-09
|
—
|
|
|
—
|
|
|
268
|
|
|
—
|
|
|
(268
|
)
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
15,411
|
|
|
—
|
|
|
—
|
|
|
15,411
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,574
|
|
|
—
|
|
|
1,574
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,453
|
|
|
62,453
|
|
|||||
Balance at June 30, 2018
|
170,675
|
|
|
$
|
1,706
|
|
|
$
|
1,703,331
|
|
|
$
|
42,547
|
|
|
$
|
(1,155,568
|
)
|
|
$
|
592,016
|
|
(A)
|
$5.60
in cash, without interest (the “Cash Consideration”), plus
|
(B)
|
0.0636
of a validly issued, fully paid and nonassessable share of the common stock of Lumentum, par value
$0.001
per share (“Lumentum Common Stock”) (such ratio, the “Exchange Ratio”).
|
|
|
Year Ended July 1, 2017
|
|||||||||
|
|
As Previously Reported
|
|
As Restated
|
|
Change
|
|
Increase (Decrease)
|
|||
|
|
(Thousands)
|
|
%
|
|||||||
Selected Cash Flow Amounts
|
|
|
|
|
|
|
|
|
|||
Changes in operating assets and liabilities: accounts payable
|
|
9,643
|
|
|
17,819
|
|
|
8,176
|
|
|
84.8
|
Net cash provided by operating activities
|
|
87,378
|
|
|
95,554
|
|
|
8,176
|
|
|
9.4
|
Purchases of property and equipment
|
|
(61,893
|
)
|
|
(70,069
|
)
|
|
(8,176
|
)
|
|
13.2
|
Net cash used in investing activities
|
|
(99,078
|
)
|
|
(107,254
|
)
|
|
(8,176
|
)
|
|
8.3
|
Net increase (decrease) in cash and cash equivalents
|
|
123,341
|
|
|
123,341
|
|
|
—
|
|
|
—
|
|
|
Year Ended July 2, 2016
|
|||||||||
|
|
As Previously Reported
|
|
As Restated
|
|
Change
|
|
Increase (Decrease)
|
|||
|
|
(Thousands)
|
|
%
|
|||||||
Selected Cash Flow Amounts
|
|
|
|
|
|
|
|
|
|||
Changes in operating assets and liabilities: accounts payable
|
|
9,455
|
|
|
11,293
|
|
|
1,838
|
|
|
19.4
|
Net cash provided by operating activities
|
|
6,267
|
|
|
8,105
|
|
|
1,838
|
|
|
29.3
|
Purchases of property and equipment
|
|
(27,750
|
)
|
|
(29,588
|
)
|
|
(1,838
|
)
|
|
6.6
|
Net cash used in investing activities
|
|
(25,332
|
)
|
|
(27,170
|
)
|
|
(1,838
|
)
|
|
7.3
|
Net increase (decrease) in cash and cash equivalents
|
|
(15,911
|
)
|
|
(15,911
|
)
|
|
—
|
|
|
—
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Cash and cash equivalents:
|
|
||||||
Cash-in-bank
|
$
|
88,297
|
|
|
$
|
79,259
|
|
Money market funds
|
153,392
|
|
|
99,037
|
|
||
Commercial paper
|
3,999
|
|
|
22,981
|
|
||
Corporate bonds
|
—
|
|
|
2,012
|
|
||
U.S. agency securities
|
—
|
|
|
15,981
|
|
||
|
$
|
245,688
|
|
|
$
|
219,270
|
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Short-term investments:
|
|
||||||
Commercial paper
|
$
|
41,401
|
|
|
$
|
23,459
|
|
Corporate bonds
|
4,100
|
|
|
10,094
|
|
||
U.S. Treasury securities
|
31,939
|
|
|
4,006
|
|
||
|
$
|
77,440
|
|
|
$
|
37,559
|
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Inventories:
|
|
||||||
Raw materials
|
$
|
30,488
|
|
|
$
|
32,421
|
|
Work-in-process
|
54,503
|
|
|
40,171
|
|
||
Finished goods
|
21,687
|
|
|
28,476
|
|
||
|
$
|
106,678
|
|
|
$
|
101,068
|
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Property and equipment, net:
|
|
||||||
Buildings and improvements
|
$
|
12,086
|
|
|
$
|
10,222
|
|
Plant and machinery
|
137,301
|
|
|
99,779
|
|
||
Fixtures, fittings and equipment
|
3,526
|
|
|
3,225
|
|
||
Computer software and equipment
|
22,721
|
|
|
15,901
|
|
||
|
175,634
|
|
|
129,127
|
|
||
Less: accumulated depreciation
|
(38,196
|
)
|
|
(14,794
|
)
|
||
|
$
|
137,438
|
|
|
$
|
114,333
|
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Accrued expenses and other liabilities:
|
|
|
|
||||
Trade payables
|
$
|
392
|
|
|
$
|
7,805
|
|
Compensation and benefits related accruals
|
14,167
|
|
|
13,837
|
|
||
Warranty accrual
|
3,879
|
|
|
4,124
|
|
||
Purchase commitments in excess of future demand, current
|
6,321
|
|
|
4,009
|
|
||
Other accruals
|
16,927
|
|
|
12,724
|
|
||
|
$
|
41,686
|
|
|
$
|
42,499
|
|
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 June 30, 2018 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
|
$
|
153,392
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
153,392
|
|
|
Commercial paper
|
—
|
|
|
3,999
|
|
|
—
|
|
|
3,999
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
|||||||||
|
Commercial paper
|
—
|
|
|
41,401
|
|
|
—
|
|
|
41,401
|
|
||||
|
Corporate bonds
|
—
|
|
|
4,100
|
|
|
—
|
|
|
4,100
|
|
||||
|
U.S. Treasury securities
|
—
|
|
|
31,939
|
|
|
—
|
|
|
31,939
|
|
||||
Total assets measured at fair value
|
$
|
153,392
|
|
|
$
|
81,439
|
|
|
$
|
—
|
|
|
$
|
234,831
|
|
(1)
|
Excludes
$88.3 million
in cash held in our bank accounts at
June 30, 2018
.
|
|
|
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
.
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation, beginning of period
|
$
|
6,552
|
|
|
$
|
6,912
|
|
Service cost
|
637
|
|
|
624
|
|
||
Interest cost
|
19
|
|
|
4
|
|
||
Benefits paid
|
(85
|
)
|
|
(197
|
)
|
||
Actuarial (gain) loss on obligation
|
(57
|
)
|
|
(213
|
)
|
||
Currency translation adjustment
|
83
|
|
|
(578
|
)
|
||
Projected benefit obligation, end of period
|
$
|
7,149
|
|
|
$
|
6,552
|
|
Amounts recognized in consolidated balance sheets:
|
|
|
|
||||
Accrued expenses and other liabilities:
|
|
|
|
||||
Underfunded pension liability
|
$
|
264
|
|
|
$
|
117
|
|
Other non-current liabilities:
|
|
|
|
||||
Underfunded pension liability
|
$
|
6,885
|
|
|
$
|
6,435
|
|
Amounts recognized in accumulated other comprehensive income, net of tax:
|
|
|
|
||||
Pension actuarial loss
|
$
|
101
|
|
|
$
|
150
|
|
Accumulated benefit obligation, end of period
|
$
|
7,149
|
|
|
$
|
6,552
|
|
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
(Thousands)
|
||||||||||
Service cost
|
$
|
637
|
|
|
$
|
624
|
|
|
$
|
560
|
|
Interest cost
|
19
|
|
|
4
|
|
|
48
|
|
|||
Net periodic pension cost
|
$
|
656
|
|
|
$
|
628
|
|
|
$
|
608
|
|
|
June 30, 2018
|
|
July 1, 2017
|
||
Discount rate
|
0.3
|
%
|
|
0.1
|
%
|
Salary increase rate
|
2.2
|
%
|
|
2.2
|
%
|
Expected average remaining working life (in years)
|
14.0
|
|
|
14.3
|
|
|
Year Ended
|
||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
(Thousands)
|
||||||||||
Warranty provision—beginning of period
|
$
|
4,124
|
|
|
$
|
3,827
|
|
|
$
|
2,932
|
|
Warranties issued
|
414
|
|
|
2,225
|
|
|
2,477
|
|
|||
Warranties utilized or expired
|
(714
|
)
|
|
(1,878
|
)
|
|
(1,520
|
)
|
|||
Currency translation and other adjustments
|
55
|
|
|
(50
|
)
|
|
(62
|
)
|
|||
Warranty provision—end of period
|
$
|
3,879
|
|
|
$
|
4,124
|
|
|
$
|
3,827
|
|
|
Capital Leases
|
||
|
(Thousands)
|
||
Fiscal Year Ending:
|
|
||
2019
|
$
|
2,444
|
|
2020
|
613
|
|
|
2021
|
265
|
|
|
2022
|
—
|
|
|
Thereafter
|
—
|
|
|
Total minimum lease payments
|
3,322
|
|
|
Less amount representing interest
|
(79
|
)
|
|
Present value of capitalized payments
|
3,243
|
|
|
Less: current portion
|
(2,386
|
)
|
|
Long-term portion
|
$
|
857
|
|
|
Operating
Lease Payments |
|
Sublease
Income |
||||
|
(Thousands)
|
||||||
Fiscal Year:
|
|
||||||
2019
|
$
|
9,071
|
|
|
$
|
(248
|
)
|
2020
|
9,787
|
|
|
(133
|
)
|
||
2021
|
9,981
|
|
|
(10
|
)
|
||
2022
|
10,290
|
|
|
—
|
|
||
2023
|
10,159
|
|
|
—
|
|
||
Thereafter
|
37,734
|
|
|
—
|
|
||
|
$
|
87,022
|
|
|
$
|
(391
|
)
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Currency translation adjustments
|
$
|
42,626
|
|
|
$
|
41,131
|
|
Unrealized loss on marketable securities
|
(4
|
)
|
|
(8
|
)
|
||
Japan defined benefit plan
|
(101
|
)
|
|
(150
|
)
|
||
Other
|
26
|
|
|
—
|
|
||
|
$
|
42,547
|
|
|
$
|
40,973
|
|
|
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 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
|
|
||
Increase in share reserve
|
8,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Granted
|
(6,027
|
)
|
|
—
|
|
|
—
|
|
|
4,330
|
|
|
8.22
|
|
||
Exercised or released
|
30
|
|
|
(543
|
)
|
|
4.87
|
|
|
(2,959
|
)
|
|
4.97
|
|
||
Canceled or forfeited
|
872
|
|
|
(249
|
)
|
|
14.67
|
|
|
(472
|
)
|
|
6.73
|
|
||
Balances at June 30, 2018
|
16,456
|
|
|
1,066
|
|
|
$
|
7.75
|
|
|
6,586
|
|
|
$
|
7.38
|
|
|
Shares
|
|
Weighted-
Average Exercise Price |
|
Weighted-
Average Remaining Contractual Life |
|
Aggregate
Intrinsic Value |
|||||
|
(Thousands)
|
|
|
|
(Years)
|
|
(Thousands)
|
|||||
Options and SARs exercisable at June 30, 2018
|
1,054
|
|
|
$
|
7.82
|
|
|
2.1
|
|
$
|
3,088
|
|
Options and SARs outstanding at June 30, 2018
|
1,066
|
|
|
$
|
7.75
|
|
|
2.1
|
|
$
|
3,174
|
|
|
Year Ended
|
||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
(Thousands)
|
||||||||||
Stock-based compensation by category of expense:
|
|
|
|
|
|
||||||
Cost of revenues
|
$
|
2,739
|
|
|
$
|
1,885
|
|
|
$
|
1,883
|
|
Research and development
|
3,457
|
|
|
2,290
|
|
|
1,689
|
|
|||
Selling, general and administrative
|
8,768
|
|
|
7,020
|
|
|
4,629
|
|
|||
|
$
|
14,964
|
|
|
$
|
11,195
|
|
|
$
|
8,201
|
|
Stock-based compensation by type of award:
|
|
|
|
|
|
||||||
Stock options
|
$
|
92
|
|
|
$
|
134
|
|
|
$
|
213
|
|
Restricted stock awards
|
15,218
|
|
|
11,275
|
|
|
7,876
|
|
|||
Inventory adjustment to cost of revenues
|
(346
|
)
|
|
(214
|
)
|
|
112
|
|
|||
|
$
|
14,964
|
|
|
$
|
11,195
|
|
|
$
|
8,201
|
|
|
Year Ended
|
||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
(Thousands)
|
||||||||||
Domestic
|
$
|
(237
|
)
|
|
$
|
(12,579
|
)
|
|
$
|
(856
|
)
|
Foreign
|
75,080
|
|
|
115,392
|
|
|
10,285
|
|
|||
|
$
|
74,843
|
|
|
$
|
102,813
|
|
|
$
|
9,429
|
|
|
Year Ended
|
||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
(Thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Domestic
|
$
|
8
|
|
|
$
|
6
|
|
|
$
|
16
|
|
Foreign
|
3,138
|
|
|
629
|
|
|
1,023
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Domestic
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
9,244
|
|
|
(25,681
|
)
|
|
(190
|
)
|
|||
|
$
|
12,390
|
|
|
$
|
(25,046
|
)
|
|
$
|
849
|
|
|
Year Ended
|
||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
(Thousands)
|
||||||||||
Tax expense at U.S. federal statutory rate
|
$
|
20,609
|
|
|
$
|
34,957
|
|
|
$
|
3,206
|
|
Tax expense at state statutory rate
|
959
|
|
|
1,070
|
|
|
138
|
|
|||
Other permanent adjustments
|
948
|
|
|
2,796
|
|
|
1,894
|
|
|||
Foreign rate differential
|
(3,095
|
)
|
|
(9,043
|
)
|
|
(786
|
)
|
|||
Change in valuation allowance
|
(39,876
|
)
|
|
(54,584
|
)
|
|
(3,705
|
)
|
|||
Impact of Tax Cuts and Jobs Act - rate reduction
|
34,953
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(2,108
|
)
|
|
(242
|
)
|
|
102
|
|
|||
Provision for (benefit from) income taxes
|
$
|
12,390
|
|
|
$
|
(25,046
|
)
|
|
$
|
849
|
|
|
June 30, 2018
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
157,411
|
|
|
$
|
189,620
|
|
Depreciation and capital losses
|
15,242
|
|
|
25,809
|
|
||
Capitalized research and development
|
5,977
|
|
|
8,531
|
|
||
Inventory valuation
|
4,724
|
|
|
3,234
|
|
||
Accruals and reserves
|
16,339
|
|
|
13,613
|
|
||
Tax credit carryforwards
|
7,063
|
|
|
6,736
|
|
||
Stock-based compensation
|
2,209
|
|
|
2,424
|
|
||
Other asset impairments
|
1,277
|
|
|
1,999
|
|
||
Deferred tax assets
|
210,242
|
|
|
251,966
|
|
||
Valuation allowance
|
(193,435
|
)
|
|
(225,643
|
)
|
||
Total deferred tax assets
|
16,807
|
|
|
26,323
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Acquired intangibles
|
(182
|
)
|
|
(454
|
)
|
||
Withholding tax
|
(95
|
)
|
|
(95
|
)
|
||
Total deferred tax liabilities
|
(277
|
)
|
|
(549
|
)
|
||
Net deferred tax assets
|
$
|
16,530
|
|
|
$
|
25,774
|
|
|
June 30, 2018
|
|
Years of Expiration
|
||
|
(Thousands)
|
|
|
||
United Kingdom
|
$
|
497,670
|
|
|
Indefinite
|
Federal
|
242,169
|
|
|
Varies (1)
|
|
California
|
167,944
|
|
|
2019 - 2038
|
|
Other Foreign
|
1,162
|
|
|
2019 - 2038
|
|
Total
|
$
|
908,945
|
|
|
|
(1)
|
Of the
$242.2 million
in federal net operating loss carryforwards,
$236.0 million
expires between 2019 and 2037, and
$6.2 million
has an indefinite life.
|
|
Year Ended
|
||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
|
|
(Thousands)
|
|
|
||||||
Balance at beginning of period
|
$
|
3,515
|
|
|
$
|
3,779
|
|
|
$
|
4,058
|
|
Additions for tax positions related to the current year
|
100
|
|
|
21
|
|
|
639
|
|
|||
Additions for tax positions related to prior years
|
93
|
|
|
6
|
|
|
538
|
|
|||
Reductions for tax positions related to prior years
|
(14
|
)
|
|
(291
|
)
|
|
(1,016
|
)
|
|||
Lapse of the applicable statute of limitations
|
(610
|
)
|
|
—
|
|
|
(440
|
)
|
|||
Balance at end of period
|
$
|
3,084
|
|
|
$
|
3,515
|
|
|
$
|
3,779
|
|
|
|
|
Year Ended
|
||||||||||
|
|
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
|
|
(Thousands, except per share amounts)
|
||||||||||
Net income
|
|
$
|
62,453
|
|
|
$
|
127,859
|
|
|
$
|
8,580
|
|
|
|
|
|
|
|
|
|
|||||||
Weighted-average shares - Basic
|
|
169,263
|
|
|
158,115
|
|
|
110,599
|
|
||||
Effect of dilutive potential common shares from:
|
|
|
|
|
|
|
|||||||
Stock options and stock appreciation rights
|
|
389
|
|
|
674
|
|
|
204
|
|
||||
Restricted stock units and awards
|
|
2,084
|
|
|
2,489
|
|
|
2,425
|
|
||||
Convertible notes
|
|
—
|
|
|
3,753
|
|
|
—
|
|
||||
Weighted-average shares - Diluted
|
|
171,736
|
|
|
165,031
|
|
|
113,228
|
|
||||
|
|
|
|
|
|
|
|||||||
Basic net income per share
|
|
$
|
0.37
|
|
|
$
|
0.81
|
|
|
$
|
0.08
|
|
|
Diluted net income per share
|
|
$
|
0.36
|
|
|
$
|
0.77
|
|
|
$
|
0.08
|
|
|
Year Ended
|
||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
(Thousands)
|
||||||||||
Asia-Pacific:
|
|
|
|
|
|
||||||
China
|
$
|
169,825
|
|
|
$
|
227,897
|
|
|
$
|
167,229
|
|
Thailand
|
64,206
|
|
|
97,808
|
|
|
11,161
|
|
|||
Malaysia
|
5,461
|
|
|
20,965
|
|
|
31,823
|
|
|||
Other Asia-Pacific
|
20,466
|
|
|
15,776
|
|
|
6,665
|
|
|||
Total Asia-Pacific
|
$
|
259,958
|
|
|
$
|
362,446
|
|
|
$
|
216,878
|
|
|
|
|
|
|
|
||||||
Americas:
|
|
|
|
|
|
||||||
United States
|
$
|
78,858
|
|
|
$
|
82,516
|
|
|
$
|
63,158
|
|
Mexico
|
101,768
|
|
|
43,122
|
|
|
46,385
|
|
|||
Other Americas
|
10,918
|
|
|
35,170
|
|
|
6,901
|
|
|||
Total Americas
|
$
|
191,544
|
|
|
$
|
160,808
|
|
|
$
|
116,444
|
|
|
|
|
|
|
|
||||||
EMEA:
|
|
|
|
|
|
||||||
Italy
|
$
|
43,196
|
|
|
$
|
32,926
|
|
|
$
|
27,249
|
|
Germany
|
17,438
|
|
|
14,221
|
|
|
21,284
|
|
|||
Other EMEA
|
24,840
|
|
|
21,050
|
|
|
18,918
|
|
|||
Total EMEA
|
$
|
85,474
|
|
|
$
|
68,197
|
|
|
$
|
67,451
|
|
|
|
|
|
|
|
||||||
Japan
|
$
|
6,194
|
|
|
$
|
9,517
|
|
|
$
|
7,141
|
|
|
|
|
|
|
|
||||||
Total revenues
|
$
|
543,170
|
|
|
$
|
600,968
|
|
|
$
|
407,914
|
|
|
Year Ended
|
||||||
|
June 30, 2018
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Japan
|
$
|
61,845
|
|
|
$
|
49,843
|
|
China
|
23,126
|
|
|
25,010
|
|
||
United Kingdom
|
20,112
|
|
|
8,174
|
|
||
United States
|
14,956
|
|
|
11,057
|
|
||
Malaysia
|
8,651
|
|
|
10,521
|
|
||
Rest of world
|
8,748
|
|
|
9,728
|
|
||
|
$
|
137,438
|
|
|
$
|
114,333
|
|
|
Year Ended
|
||||||||||
|
June 30, 2018
|
|
July 1, 2017
|
|
July 2, 2016
|
||||||
|
(Thousands)
|
||||||||||
100 Gb/s + transmission modules
|
$
|
422,699
|
|
|
$
|
457,975
|
|
|
$
|
228,619
|
|
40 Gb/s and lower transmission modules
|
120,471
|
|
|
142,993
|
|
|
179,295
|
|
|||
|
$
|
543,170
|
|
|
$
|
600,968
|
|
|
$
|
407,914
|
|
|
Quarter Ended
|
||||||||||||||
|
June 30,
2018 |
|
March 31,
2018 |
|
December 30,
2017 |
|
September 30,
2017 |
||||||||
|
(Thousands)
|
||||||||||||||
Revenues
|
$
|
120,944
|
|
|
$
|
127,293
|
|
|
$
|
139,335
|
|
|
$
|
155,598
|
|
Cost of revenues
|
76,136
|
|
|
83,729
|
|
|
87,507
|
|
|
92,894
|
|
||||
Gross profit
|
44,808
|
|
|
43,564
|
|
|
51,828
|
|
|
62,704
|
|
||||
Operating expenses
|
35,898
|
|
|
35,633
|
|
|
32,573
|
|
|
31,475
|
|
||||
Other income (expense), net
|
97
|
|
|
3,266
|
|
|
2,658
|
|
|
1,497
|
|
||||
Income before income taxes
|
9,007
|
|
|
11,197
|
|
|
21,913
|
|
|
32,726
|
|
||||
Income tax provision
|
2,587
|
|
|
390
|
|
|
3,176
|
|
|
6,237
|
|
||||
Net income
|
$
|
6,420
|
|
|
$
|
10,807
|
|
|
$
|
18,737
|
|
|
$
|
26,489
|
|
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.04
|
|
|
$
|
0.06
|
|
|
$
|
0.11
|
|
|
$
|
0.16
|
|
Diluted
|
$
|
0.04
|
|
|
$
|
0.06
|
|
|
$
|
0.11
|
|
|
$
|
0.16
|
|
Shares used in computing net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
170,325
|
|
|
169,602
|
|
|
168,990
|
|
|
168,137
|
|
||||
Diluted
|
172,316
|
|
|
171,261
|
|
|
170,692
|
|
|
170,849
|
|
|
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
|
|
|
Allowance for
Doubtful Accounts |
||
|
(Thousands)
|
||
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
|
|
|
Additions charged to cost, expenses or revenues
|
—
|
|
|
Deductions, write-offs and adjustments
|
(140
|
)
|
|
Balance at June 30, 2018
|
$
|
1,393
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
Agreement and Plan of Merger dated March 11, 2018, by and among Lumentum Holdings Inc., Prota Merger Sub, Inc., Prota Merger, LLC and Oclaro, Inc. (previously filed as Exhibit 2.1 to Registrant's Current Report on Form 8-K filed on March 12, 2018 and incorporated herein by reference.)
|
|
|
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.)
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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).
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
Offer Letter of Walter Jankovic, President, Optical Connectivity, dated February 8, 2018 (previously filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q filed on May 8, 2018 and incorporated herein by reference.)
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
Oclaro, Inc. Fourth Amended and Restated 2001 Long-Term Stock Incentive Plan (previously filed as Annex A to
Registrant's Proxy Statement on Schedule 14A, filed on
November 26, 2013 and incorporated herein by reference.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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).
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
Oclaro, Inc. Fifth Amended and Restated 2001 Long-Term Stock Incentive Plan (previously filed as Annex A to to Registrant's Proxy Statement on Schedule 14A, filed on September 22, 2014 and incorporated herein by reference.)
|
|
|
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).
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
Oclaro, Inc. Fifth Amended and Restated 2001 Long-Term Stock Incentive Plan, Form of Performance Stock Unit Agreement (previously filed as Exhibit 10.46 to Registrant's Annual Report on Form 10-K filed on August 18, 2017 and incorporated herein by reference.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
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.)
|
|
|
Oclaro, Inc. Fifth Amended and Restated 2001 Long-Term Stock Incentive Plan (previously filed as Annex B to to Registrant's Proxy Statement on Schedule 14A, filed on September 27, 2017 and incorporated herein by reference.)
|
|
|
Oclaro, Inc. Significant Subsidiaries
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
Power of Attorney (included on signature page to this Annual Report).
|
|
|
Certification of Chief Executive Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
|
|
|
Certification of Chief Financial Officer Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
|
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
|
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
|
|
|
Reconciliation of GAAP to Non-GAAP Financial Measures
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment submitted to the Securities and Exchange Commission.
|
(2)
|
Management contract or compensatory plan or arrangement.
|
(3)
|
Filed herewith.
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
June 30, 2018
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 23, 2018
|
|
/s/ Greg Dougherty
|
|
|
Greg Dougherty
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K for the fiscal year ended
June 30, 2018
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 23, 2018
|
|
/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 23, 2018
|
|
/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 23, 2018
|
|
/s/ Pete Mangan
|
|
|
Pete Mangan
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
First Half
|
|
Second Half
|
|
First Half
|
|
Second Half
|
|
First Half
|
|
Second Half
|
||||||||||||||||||
Fiscal 2018
|
Fiscal 2018
|
Fiscal 2017
|
Fiscal 2017
|
Fiscal 2016
|
Fiscal 2016
|
|||||||||||||||||||||||||
|
|
(Thousands)
|
||||||||||||||||||||||||||||
Reconciliation of GAAP operating income to non-GAAP operating income:
|
|
|
|
|
||||||||||||||||||||||||||
GAAP operating income
|
|
|
$
|
50,484
|
|
|
|
$
|
16,841
|
|
|
|
$
|
51,341
|
|
|
|
$
|
67,627
|
|
|
|
$
|
580
|
|
|
|
$
|
15,262
|
|
Stock-based compensation
|
|
7,138
|
|
|
7,826
|
|
|
5,032
|
|
|
6,163
|
|
|
4,367
|
|
|
3,834
|
|
||||||||||||
Amortization of other intangible assets
|
|
306
|
|
|
347
|
|
|
485
|
|
|
301
|
|
|
501
|
|
|
494
|
|
||||||||||||
Restructuring, acquisition and related (income) expense, net
|
|
969
|
|
|
4,358
|
|
|
393
|
|
|
(333
|
)
|
|
38
|
|
|
(13
|
)
|
||||||||||||
(Gain) loss on sales of property and equipment
|
|
191
|
|
|
1,390
|
|
|
(111
|
)
|
|
(19
|
)
|
|
167
|
|
|
(135
|
)
|
||||||||||||
Excess and obsolete charges
|
|
|
—
|
|
|
|
3,065
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||||
Non-GAAP operating income
|
|
|
$
|
59,088
|
|
|
|
$
|
33,827
|
|
|
|
$
|
57,140
|
|
|
|
$
|
73,739
|
|
|
|
$
|
5,653
|
|
|
|
$
|
19,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Reconciliation of GAAP net income to non-GAAP net income and Adjusted EBITDA:
|
|
|
|
|
||||||||||||||||||||||||||
GAAP net income (loss)
|
|
|
$
|
45,226
|
|
|
|
$
|
17,227
|
|
|
|
$
|
33,618
|
|
|
|
$
|
94,241
|
|
|
|
$
|
(3,353
|
)
|
|
|
$
|
11,933
|
|
Stock-based compensation
|
|
7,138
|
|
|
7,826
|
|
|
5,032
|
|
|
6,163
|
|
|
4,367
|
|
|
3,834
|
|
||||||||||||
Amortization of other intangible assets
|
|
306
|
|
|
347
|
|
|
485
|
|
|
301
|
|
|
501
|
|
|
494
|
|
||||||||||||
Restructuring, acquisition and related (income) expense, net
|
|
969
|
|
|
4,358
|
|
|
393
|
|
|
(333
|
)
|
|
38
|
|
|
(13
|
)
|
||||||||||||
(Gain) loss on sales of property and equipment
|
|
191
|
|
|
1,390
|
|
|
(111
|
)
|
|
(19
|
)
|
|
167
|
|
|
(135
|
)
|
||||||||||||
Excess and obsolete charges
|
|
|
—
|
|
|
|
3,065
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
||||||
Payments related to the interest make-whole charge and induced conversion expense on the convertible notes (1)
|
|
—
|
|
|
—
|
|
|
13,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Other (income) expense items, net
|
|
(1,510
|
)
|
|
(1,829
|
)
|
|
(350
|
)
|
|
(460
|
)
|
|
(470
|
)
|
|
(465
|
)
|
||||||||||||
(Gain) loss on foreign currency translation
|
|
(2,088
|
)
|
|
(1,179
|
)
|
|
3,842
|
|
|
(190
|
)
|
|
(4
|
)
|
|
2,366
|
|
||||||||||||
Income tax effect (2) (3)
|
|
7,351
|
|
|
2,357
|
|
|
127
|
|
|
(25,881
|
)
|
|
254
|
|
|
(284
|
)
|
||||||||||||
Non-GAAP net income
|
|
|
$
|
57,583
|
|
|
|
$
|
33,562
|
|
|
|
$
|
56,286
|
|
|
|
$
|
73,822
|
|
|
|
$
|
1,500
|
|
|
|
$
|
17,730
|
|
Income tax provision (benefit)
|
|
2,062
|
|
|
620
|
|
|
316
|
|
|
392
|
|
|
1,630
|
|
|
(751
|
)
|
||||||||||||
Interest (income) expense, net
|
|
(557
|
)
|
|
(355
|
)
|
|
538
|
|
|
(475
|
)
|
|
2,523
|
|
|
2,463
|
|
||||||||||||
Depreciation expense
|
|
13,539
|
|
|
15,988
|
|
|
9,683
|
|
|
11,074
|
|
|
7,539
|
|
|
8,219
|
|
||||||||||||
Adjusted EBITDA
|
|
|
$
|
72,627
|
|
|
|
$
|
49,815
|
|
|
|
$
|
66,823
|
|
|
|
$
|
84,813
|
|
|
|
$
|
13,192
|
|
|
|
$
|
27,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Free cash flow:
|
|
|
|
|
||||||||||||||||||||||||||
Adjusted EBITDA
|
|
|
$
|
72,627
|
|
|
|
$
|
49,815
|
|
|
|
$
|
66,823
|
|
|
|
$
|
84,813
|
|
|
|
$
|
13,192
|
|
|
|
$
|
27,661
|
|
Capital expenditures
|
|
34,565
|
|
|
18,588
|
|
|
32,569
|
|
|
40,117
|
|
|
12,129
|
|
|
24,051
|
|
||||||||||||
Free cash flow
|
|
|
$
|
38,062
|
|
|
|
$
|
31,227
|
|
|
|
$
|
34,254
|
|
|
|
$
|
44,696
|
|
|
|
$
|
1,063
|
|
|
|
$
|
3,610
|
|
(1)
|
Interest income (expense), net for fiscal year 2017 includes $13.3 million in make-whole and inducement expenses related to the exchange of all the Company's outstanding 6.00% Convertible Senior Notes.
|
(2)
|
Income tax provision (benefit) includes a $25.7 million benefit relating to the release of a valuation reserve on net operating losses and other net deferred tax assets in our Japan subsidiary in the second half of fiscal year 2017.
|
(3)
|
As of June 30, 2018, the Company has not completed its calculation of the impact of Public Law 115-97 on the realizability of its U.S. deferred tax assets and has, therefore elected to utilize the reporting provisions of Staff Accounting Bulletin No. 118 issued by the U.S. Securities and Exchange Commission.
|