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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Lumentum Holdings Inc | NASDAQ:LITE | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.44 | 0.99% | 44.73 | 42.51 | 64.88 | 46.20 | 44.35 | 45.76 | 1,795,315 | 05:00:16 |
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Delaware
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47-3108385
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value of $0.001 per share
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LITE
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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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o
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Non-accelerated filer
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o
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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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TABLE OF CONTENTS
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Page
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Three Months Ended
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Nine Months Ended
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||||||||||||
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March 28, 2020
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March 30, 2019
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March 28, 2020
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|
March 30, 2019
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||||||||
Net revenue
|
$
|
402.8
|
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$
|
432.9
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$
|
1,310.5
|
|
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$
|
1,160.7
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|
Cost of sales
|
231.2
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|
316.5
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|
757.2
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|
|
788.3
|
|
||||
Amortization of acquired developed intangibles
|
13.9
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|
|
28.1
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|
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38.8
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|
|
33.3
|
|
||||
Gross profit
|
157.7
|
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|
88.3
|
|
|
514.5
|
|
|
339.1
|
|
||||
Operating expenses:
|
|
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||||||||
Research and development
|
48.7
|
|
|
57.7
|
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|
149.6
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|
135.1
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|
||||
Selling, general and administrative
|
61.3
|
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|
55.2
|
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|
180.4
|
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|
150.9
|
|
||||
Restructuring and related charges
|
2.7
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|
|
21.1
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|
|
4.9
|
|
|
30.2
|
|
||||
Impairment charges
|
2.5
|
|
|
30.7
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|
|
2.5
|
|
|
30.7
|
|
||||
Total operating expenses
|
115.2
|
|
|
164.7
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|
|
337.4
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|
346.9
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|
||||
Income (loss) from operations
|
42.5
|
|
|
(76.4
|
)
|
|
177.1
|
|
|
(7.8
|
)
|
||||
Unrealized gain on derivative liability
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
||||
Interest expense
|
(15.6
|
)
|
|
(11.3
|
)
|
|
(45.3
|
)
|
|
(24.9
|
)
|
||||
Other income (expense), net
|
21.7
|
|
|
5.2
|
|
|
27.9
|
|
|
11.7
|
|
||||
Income (loss) before income taxes
|
48.6
|
|
|
(82.5
|
)
|
|
159.7
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|
|
(12.2
|
)
|
||||
Provision for (benefit from) income taxes
|
5.2
|
|
|
(8.2
|
)
|
|
19.6
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|
|
(1.6
|
)
|
||||
Net income (loss)
|
$
|
43.4
|
|
|
$
|
(74.3
|
)
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|
$
|
140.1
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|
|
$
|
(10.6
|
)
|
|
|
|
|
|
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|
||||||||
Items reconciling net income to net income attributable to common stockholders:
|
|
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|
||||||||
Less: Cumulative dividends on Series A Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||
Less: Earnings allocated to Series A Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
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(1.2
|
)
|
||||
Net income (loss) attributable to common stockholders - Basic
|
$
|
43.4
|
|
|
$
|
(74.3
|
)
|
|
$
|
140.1
|
|
|
$
|
(12.1
|
)
|
Net income (loss) attributable to common stockholders - Diluted
|
$
|
43.4
|
|
|
$
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(74.3
|
)
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$
|
140.1
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$
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(12.1
|
)
|
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||||||||
Net income (loss) per share attributable to common stockholders:
|
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||||||||
Basic
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$
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0.58
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$
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(0.98
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)
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|
$
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1.84
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|
$
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(0.18
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)
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Diluted
|
$
|
0.56
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|
|
$
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(0.98
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)
|
|
$
|
1.80
|
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|
$
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(0.18
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)
|
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|
||||||||
Shares used to compute net income (loss) per share attributable to common stockholders:
|
|
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||||||||
Basic
|
74.8
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76.2
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76.2
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68.7
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|
||||
Diluted
|
77.5
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|
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76.2
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77.7
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|
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68.7
|
|
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Three Months Ended
|
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Nine Months Ended
|
||||||||||||
|
March 28, 2020
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March 30, 2019
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|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Net income (loss)
|
$
|
43.4
|
|
|
$
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(74.3
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)
|
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$
|
140.1
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|
|
$
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(10.6
|
)
|
Other comprehensive income (loss), net of tax:
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||||||||
Net change in cumulative translation adjustment
|
—
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—
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—
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(0.6
|
)
|
||||
Net change in unrealized gain (loss) on available-for-sale securities
|
(1.2
|
)
|
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1.3
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(1.3
|
)
|
|
1.8
|
|
||||
Net change in defined benefit obligations
|
—
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—
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—
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|
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(0.1
|
)
|
||||
Other comprehensive income (loss), net of tax
|
(1.2
|
)
|
|
1.3
|
|
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(1.3
|
)
|
|
1.1
|
|
||||
Comprehensive income (loss), net of tax
|
$
|
42.2
|
|
|
$
|
(73.0
|
)
|
|
$
|
138.8
|
|
|
$
|
(9.5
|
)
|
|
March 28, 2020
|
|
June 29, 2019
|
||||
ASSETS
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|
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|
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Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
688.3
|
|
|
$
|
432.6
|
|
Short-term investments
|
763.1
|
|
|
335.9
|
|
||
Accounts receivable, net
|
261.8
|
|
|
238.0
|
|
||
Inventories
|
172.7
|
|
|
228.8
|
|
||
Prepayments and other current assets
|
77.1
|
|
|
97.5
|
|
||
Total current assets
|
1,963.0
|
|
|
1,332.8
|
|
||
Property, plant and equipment, net
|
410.1
|
|
|
433.3
|
|
||
Operating lease right-of-use assets, net
|
81.7
|
|
|
—
|
|
||
Goodwill
|
368.9
|
|
|
368.9
|
|
||
Other intangible assets, net
|
338.0
|
|
|
395.4
|
|
||
Deferred income taxes
|
102.7
|
|
|
169.6
|
|
||
Other non-current assets
|
4.3
|
|
|
16.6
|
|
||
Total assets
|
$
|
3,268.7
|
|
|
$
|
2,716.6
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
144.6
|
|
|
$
|
160.8
|
|
Accrued payroll and related expenses
|
50.9
|
|
|
42.3
|
|
||
Accrued expenses
|
32.9
|
|
|
46.7
|
|
||
Term loan, current
|
—
|
|
|
5.0
|
|
||
Operating lease liabilities, current
|
11.5
|
|
|
—
|
|
||
Other current liabilities
|
46.8
|
|
|
39.2
|
|
||
Total current liabilities
|
286.7
|
|
|
294.0
|
|
||
Convertible notes
|
1,106.0
|
|
|
351.9
|
|
||
Term loan, non-current
|
—
|
|
|
484.0
|
|
||
Operating lease liabilities, non-current
|
59.1
|
|
|
—
|
|
||
Deferred tax liability
|
49.0
|
|
|
55.9
|
|
||
Other non-current liabilities
|
33.7
|
|
|
33.7
|
|
||
Total liabilities
|
1,534.5
|
|
|
1,219.5
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.001 par value, 990,000,000 authorized shares, 74,874,176 and 76,653,478 shares issued and outstanding as of March 28, 2020 and June 29, 2019, respectively
|
0.1
|
|
|
0.1
|
|
||
Additional paid-in capital
|
1,659.1
|
|
|
1,360.8
|
|
||
Retained earnings
|
69.2
|
|
|
129.1
|
|
||
Accumulated other comprehensive income
|
5.8
|
|
|
7.1
|
|
||
Total stockholders’ equity
|
1,734.2
|
|
|
1,497.1
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,268.7
|
|
|
$
|
2,716.6
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total Stockholders' Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
Retained Earnings
|
|
|
||||||||||||||
Balance as of June 29, 2019
|
76.7
|
|
|
$
|
0.1
|
|
|
$
|
1,360.8
|
|
|
$
|
129.1
|
|
|
$
|
7.1
|
|
|
$
|
1,497.1
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
47.6
|
|
|
—
|
|
|
47.6
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||||
Issuance of shares pursuant to equity plans, net of tax withholdings
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
16.5
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
|||||
Balance as of September 28, 2019
|
77.2
|
|
|
$
|
0.1
|
|
|
$
|
1,377.3
|
|
|
$
|
176.7
|
|
|
$
|
7.2
|
|
|
$
|
1,561.3
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
49.1
|
|
|
—
|
|
|
49.1
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||||
Issuance of shares pursuant to equity plans, net of tax withholdings
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Equity component of the 2026 Notes, net of tax of $67.0 million and issuance costs of $2.3 million
|
—
|
|
|
—
|
|
|
245.9
|
|
|
—
|
|
|
—
|
|
|
245.9
|
|
|||||
ESPP shares issued
|
0.1
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|||||
Repurchases of common stock
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
(200.0
|
)
|
|
—
|
|
|
(200.0
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
20.3
|
|
|
—
|
|
|
—
|
|
|
20.3
|
|
|||||
Balance as of December 28, 2019
|
74.7
|
|
|
$
|
0.1
|
|
|
$
|
1,648.7
|
|
|
$
|
25.8
|
|
|
$
|
7.0
|
|
|
$
|
1,681.6
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
43.4
|
|
|
—
|
|
|
43.4
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
|||||
Issuance of shares pursuant to equity plans, net of tax withholdings
|
0.2
|
|
|
—
|
|
|
(8.6
|
)
|
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
18.8
|
|
|
—
|
|
|
—
|
|
|
18.8
|
|
|||||
Balance as of March 28, 2020
|
74.9
|
|
|
$
|
0.1
|
|
|
$
|
1,659.1
|
|
|
$
|
69.2
|
|
|
$
|
5.8
|
|
|
$
|
1,734.2
|
|
|
Non-Controlling Interest Redeemable Convertible Series A Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total Stockholders' Equity
|
|||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Retained Earnings
|
|
|
|||||||||||||||||
Balance as of June 30, 2018
|
—
|
|
|
$
|
35.8
|
|
|
62.8
|
|
|
$
|
0.1
|
|
|
$
|
753.2
|
|
|
$
|
166.4
|
|
|
$
|
6.4
|
|
|
$
|
926.1
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47.4
|
|
|
—
|
|
|
47.4
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
||||||
Declared dividend for preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||
Issuance of shares pursuant to equity plans, net of tax withholdings
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.3
|
|
|
—
|
|
|
—
|
|
|
10.3
|
|
||||||
Cumulative-effect adjustment for adoption of Topic 606
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||||
Balance as of September 29, 2018
|
—
|
|
|
$
|
35.8
|
|
|
63.3
|
|
|
$
|
0.1
|
|
|
$
|
763.5
|
|
|
$
|
213.0
|
|
|
$
|
6.9
|
|
|
$
|
983.5
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.3
|
|
|
—
|
|
|
16.3
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
(0.7
|
)
|
||||||
Declared dividend for preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Issuance of shares pursuant to equity plans, net of tax withholdings
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
||||||
Issuance of shares pursuant to merger agreement, net of tax withholdings
|
—
|
|
|
—
|
|
|
11.0
|
|
|
—
|
|
|
460.1
|
|
|
—
|
|
|
—
|
|
|
460.1
|
|
||||||
ESPP shares issued
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.3
|
|
|
—
|
|
|
—
|
|
|
17.3
|
|
||||||
Conversion of preferred stock to common stock
|
—
|
|
|
(35.8
|
)
|
|
1.5
|
|
|
—
|
|
|
79.4
|
|
|
—
|
|
|
—
|
|
|
79.4
|
|
||||||
Balance as of December 29, 2018
|
—
|
|
|
$
|
—
|
|
|
76.1
|
|
|
$
|
0.1
|
|
|
$
|
1,324.2
|
|
|
$
|
229.2
|
|
|
$
|
6.2
|
|
|
$
|
1,559.7
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74.3
|
)
|
|
—
|
|
|
(74.3
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.3
|
|
||||||
Issuance of shares pursuant to equity plans, net of tax withholdings
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.1
|
|
|
—
|
|
|
—
|
|
|
17.1
|
|
||||||
Balance as of March 30, 2019
|
—
|
|
|
$
|
—
|
|
|
76.3
|
|
|
$
|
0.1
|
|
|
$
|
1,341.4
|
|
|
$
|
154.9
|
|
|
$
|
7.5
|
|
|
$
|
1,503.9
|
|
|
Nine Months Ended
|
||||||
OPERATING ACTIVITIES:
|
March 28, 2020
|
|
March 30, 2019
|
||||
Net income (loss)
|
$
|
140.1
|
|
|
$
|
(10.6
|
)
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation expense
|
87.8
|
|
|
74.7
|
|
||
Stock-based compensation
|
56.1
|
|
|
46.5
|
|
||
Loss on early extinguishment of debt
|
8.0
|
|
|
—
|
|
||
Unrealized gain on derivative liability
|
—
|
|
|
(8.8
|
)
|
||
Gain on sale of product lines
|
(13.8
|
)
|
|
—
|
|
||
Amortization of acquired intangibles
|
57.4
|
|
|
37.7
|
|
||
Loss and impairment charges on property, plant and equipment
|
8.9
|
|
|
30.7
|
|
||
Amortization of debt discount and debt issuance costs
|
25.3
|
|
|
13.6
|
|
||
Amortization of inventory fair value adjustment in connection with Oclaro acquisition
|
5.8
|
|
|
15.8
|
|
||
Other non-cash income
|
(2.7
|
)
|
|
(0.2
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(23.8
|
)
|
|
(37.2
|
)
|
||
Inventories
|
48.3
|
|
|
14.0
|
|
||
Operating lease right-of-use assets, net
|
9.6
|
|
|
—
|
|
||
Prepayments and other current and non-currents assets
|
16.5
|
|
|
(10.6
|
)
|
||
Income taxes, net
|
13.0
|
|
|
(5.1
|
)
|
||
Accounts payable
|
(15.3
|
)
|
|
15.7
|
|
||
Accrued payroll and related expenses
|
8.6
|
|
|
(1.4
|
)
|
||
Operating lease liabilities
|
(10.4
|
)
|
|
—
|
|
||
Accrued expenses and other current and non-current liabilities
|
(17.8
|
)
|
|
27.6
|
|
||
Net cash provided by operating activities
|
401.6
|
|
|
202.4
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Payments for acquisition of property, plant and equipment
|
(64.9
|
)
|
|
(80.5
|
)
|
||
Payment for asset acquisition
|
(4.0
|
)
|
|
(1.3
|
)
|
||
Payment for Oclaro acquisition, net of cash acquired
|
—
|
|
|
(619.8
|
)
|
||
Proceeds from sale of product lines
|
18.9
|
|
|
—
|
|
||
Purchases of short-term investments
|
(692.8
|
)
|
|
(196.1
|
)
|
||
Proceeds from maturities and sales of short-term investments
|
264.9
|
|
|
172.4
|
|
||
Net cash used in investing activities
|
(477.9
|
)
|
|
(725.3
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Repurchase of common stock
|
(200.0
|
)
|
|
—
|
|
||
Proceeds from the issuance of 0.50% Convertible Notes due 2026, net of issuance costs
|
1,042.4
|
|
|
—
|
|
||
Tax payments related to restricted stock
|
(8.6
|
)
|
|
(2.4
|
)
|
||
Payment of dividends - Series A Preferred Stock
|
—
|
|
|
(0.7
|
)
|
||
Payment of acquisition related holdback
|
—
|
|
|
(1.0
|
)
|
||
Proceeds from employee stock plans
|
4.9
|
|
|
4.7
|
|
||
Proceeds from term loan, net of issuance costs
|
—
|
|
|
490.8
|
|
||
Principal payments on finance leases
|
(9.2
|
)
|
|
(6.1
|
)
|
||
Proceeds from the exercise of stock options
|
0.5
|
|
|
0.1
|
|
||
Repayment of term loan
|
(497.5
|
)
|
|
(1.3
|
)
|
||
Net cash provided by financing activities
|
332.5
|
|
|
484.1
|
|
||
Effect of exchange rates on cash and cash equivalents
|
—
|
|
|
(0.2
|
)
|
||
Increase (decrease) in cash, cash equivalents, and restricted cash
|
256.2
|
|
|
(39.0
|
)
|
||
Cash and cash equivalents at beginning of period
|
432.6
|
|
|
397.3
|
|
||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
688.8
|
|
|
$
|
358.3
|
|
Reconciliation of cash, cash equivalents, and restricted cash, reported within the condensed consolidated balance sheets to the total amounts reported on the condensed consolidated statements of cash flows:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
688.3
|
|
|
$
|
358.3
|
|
Restricted cash
|
0.5
|
|
|
—
|
|
||
Total cash, cash equivalents, and restricted cash at end of period
|
$
|
688.8
|
|
|
$
|
358.3
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for taxes
|
$
|
6.6
|
|
|
$
|
3.3
|
|
Cash paid for interest
|
10.7
|
|
|
8.7
|
|
||
|
|
|
|
||||
Supplemental disclosure of non-cash transactions:
|
|
|
|
||||
Unpaid property, plant and equipment in accounts payable and accrued expenses
|
$
|
11.7
|
|
|
$
|
26.0
|
|
Issuance costs in current liabilities
|
0.2
|
|
|
—
|
|
||
Right-of-use assets obtained in exchange for new operating lease liabilities
|
2.2
|
|
|
—
|
|
||
Issuance of common stock upon conversion of Series A Preferred Stock
|
—
|
|
|
79.4
|
|
||
Net transfer of assets from property plant and equipment to assets held-for-sale
|
—
|
|
|
31.4
|
|
||
Issuance of common stock and replacement awards in connection with Oclaro acquisition
|
—
|
|
|
460.1
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Basic Earnings per Common Share
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss)
|
$
|
43.4
|
|
|
$
|
(74.3
|
)
|
|
$
|
140.1
|
|
|
$
|
(10.6
|
)
|
Less: Cumulative dividends on Series A Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||
Less: Earnings allocated to Series A Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
||||
Net income (loss) attributable to common stockholders - Basic
|
$
|
43.4
|
|
|
$
|
(74.3
|
)
|
|
$
|
140.1
|
|
|
$
|
(12.1
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding including Series A Preferred Stock
|
74.8
|
|
|
76.2
|
|
|
76.2
|
|
|
69.4
|
|
||||
Less: Weighted average Series A Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
||||
Basic weighted average common shares outstanding
|
74.8
|
|
|
76.2
|
|
|
76.2
|
|
|
68.7
|
|
||||
Net income (loss) per share attributable to common stockholders - Basic
|
$
|
0.58
|
|
|
$
|
(0.98
|
)
|
|
$
|
1.84
|
|
|
$
|
(0.18
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted Earnings per Common Share
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders - Basic
|
$
|
43.4
|
|
|
$
|
(74.3
|
)
|
|
$
|
140.1
|
|
|
$
|
(12.1
|
)
|
Net income (loss) attributable to common stockholders - Diluted
|
$
|
43.4
|
|
|
$
|
(74.3
|
)
|
|
$
|
140.1
|
|
|
$
|
(12.1
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding for basic earnings per common share
|
74.8
|
|
|
76.2
|
|
|
76.2
|
|
|
68.7
|
|
||||
Effect of dilutive securities from 2015 Equity Incentive Plan
|
1.0
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
||||
Shares issuable assuming conversion of the 2024 Notes
|
1.7
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
||||
Diluted weighted average common shares outstanding
|
77.5
|
|
|
76.2
|
|
|
77.7
|
|
|
68.7
|
|
||||
Net income (loss) per share attributable to common stockholders - Diluted
|
$
|
0.56
|
|
|
$
|
(0.98
|
)
|
|
$
|
1.80
|
|
|
$
|
(0.18
|
)
|
|
Shares
|
Per Share
|
Total Consideration
(in millions)
|
|||||
Cash paid for outstanding Oclaro common stock
|
|
|
$
|
964.8
|
|
|||
Lumentum common shares issued to Oclaro stockholders
|
10,941,436
|
|
$
|
41.80
|
|
457.4
|
|
|
Replacement equity awards for Oclaro equity awards
|
|
|
2.7
|
|
||||
Total consideration
|
|
|
$
|
1,424.9
|
|
|
As Previously Reported on June 29, 2019
|
||
Cash and cash equivalents
|
$
|
345.0
|
|
Accounts receivable, net
|
68.0
|
|
|
Inventories
|
155.0
|
|
|
Prepayments and other current assets
|
33.7
|
|
|
Property, plant and equipment, net
|
134.7
|
|
|
Intangibles
|
444.0
|
|
|
Deferred income tax asset
|
42.6
|
|
|
Other non-current assets
|
16.6
|
|
|
Accounts payable
|
(57.8
|
)
|
|
Accrued payroll and related expenses
|
(11.4
|
)
|
|
Accrued expenses
|
(8.3
|
)
|
|
Other current liabilities
|
(6.1
|
)
|
|
Deferred tax liability
|
(75.8
|
)
|
|
Other non-current liabilities
|
(12.9
|
)
|
|
Goodwill
|
357.6
|
|
|
Total purchase price
|
$
|
1,424.9
|
|
|
Nine Months Ended
|
||
|
March 30, 2019
|
||
|
|
|
|
Net revenue
|
$
|
1,374.8
|
|
Net loss
|
(18.2
|
)
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
March 28, 2020:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
121.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
121.3
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
72.6
|
|
|
—
|
|
|
—
|
|
|
72.6
|
|
||||
Corporate debt securities
|
3.0
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
||||
Money market funds
|
426.2
|
|
|
—
|
|
|
—
|
|
|
426.2
|
|
||||
U.S. Treasury securities
|
65.1
|
|
|
0.1
|
|
|
—
|
|
|
65.2
|
|
||||
Total cash and cash equivalents
|
$
|
688.2
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
688.3
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
4.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.4
|
|
Commercial paper
|
88.1
|
|
|
—
|
|
|
—
|
|
|
88.1
|
|
||||
Corporate debt securities
|
343.2
|
|
|
0.2
|
|
|
(2.5
|
)
|
|
340.9
|
|
||||
Foreign government bonds
|
4.0
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||
U.S. Agency securities
|
23.0
|
|
|
0.1
|
|
|
—
|
|
|
23.1
|
|
||||
U.S. Treasury securities
|
300.7
|
|
|
1.9
|
|
|
—
|
|
|
302.6
|
|
||||
Total short-term investments
|
$
|
763.4
|
|
|
$
|
2.2
|
|
|
$
|
(2.5
|
)
|
|
$
|
763.1
|
|
|
|
|
|
|
|
|
|
||||||||
June 29, 2019:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
213.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
213.8
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
37.4
|
|
|
—
|
|
|
—
|
|
|
37.4
|
|
||||
Money market funds
|
168.1
|
|
|
—
|
|
|
—
|
|
|
168.1
|
|
||||
U.S. Treasury securities
|
13.3
|
|
|
—
|
|
|
—
|
|
|
13.3
|
|
||||
Total cash and cash equivalents
|
$
|
432.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
432.6
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
Commercial paper
|
22.3
|
|
|
—
|
|
|
—
|
|
|
22.3
|
|
||||
Asset-backed securities
|
54.9
|
|
|
0.2
|
|
|
—
|
|
|
55.1
|
|
||||
Corporate debt securities
|
207.6
|
|
|
0.9
|
|
|
(0.1
|
)
|
|
208.4
|
|
||||
Municipal bonds
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
||||
Mortgage-backed securities
|
6.6
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
||||
Foreign government bonds
|
6.2
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
||||
U.S. Agency securities
|
4.6
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
||||
U.S. Treasury securities
|
29.4
|
|
|
0.1
|
|
|
—
|
|
|
29.5
|
|
||||
Total short-term investments
|
$
|
334.8
|
|
|
$
|
1.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
335.9
|
|
|
Less than 12 months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
March 28, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Agency securities
|
$
|
8.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.0
|
|
|
$
|
—
|
|
Certificates of deposit
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
||||||
Commercial paper
|
55.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.2
|
|
|
—
|
|
||||||
Corporate debt securities
|
301.1
|
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
301.1
|
|
|
(2.5
|
)
|
||||||
Total
|
$
|
366.8
|
|
|
$
|
(2.5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
366.8
|
|
|
$
|
(2.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
June 29, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset-backed securities
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
10.1
|
|
|
$
|
—
|
|
Corporate debt securities
|
9.6
|
|
|
—
|
|
|
35.9
|
|
|
(0.1
|
)
|
|
45.5
|
|
|
(0.1
|
)
|
||||||
Foreign government bonds
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
||||||
U.S. government bonds
|
6.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
||||||
Total
|
$
|
20.7
|
|
|
$
|
—
|
|
|
$
|
43.9
|
|
|
$
|
(0.1
|
)
|
|
$
|
64.6
|
|
|
$
|
(0.1
|
)
|
|
March 28, 2020
|
|
June 29, 2019
|
||||||||||||
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Due in 1 year
|
$
|
720.1
|
|
|
$
|
720.0
|
|
|
$
|
178.9
|
|
|
$
|
179.1
|
|
Due in 1 year through 5 years
|
43.3
|
|
|
43.1
|
|
|
148.1
|
|
|
149.0
|
|
||||
Due in 5 years through 10 years
|
—
|
|
|
—
|
|
|
6.0
|
|
|
6.0
|
|
||||
Due after 10 years
|
—
|
|
|
—
|
|
|
1.8
|
|
|
1.8
|
|
||||
|
$
|
763.4
|
|
|
$
|
763.1
|
|
|
$
|
334.8
|
|
|
$
|
335.9
|
|
Level 1:
|
Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
|
Level 2:
|
Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
|
Level 3:
|
Inputs are unobservable inputs based on our assumptions.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
March 28, 2020: (1)
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
—
|
|
|
$
|
72.6
|
|
|
$
|
—
|
|
|
$
|
72.6
|
|
Corporate debt securities
|
—
|
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
||||
Money market funds
|
426.2
|
|
|
—
|
|
|
—
|
|
|
426.2
|
|
||||
U.S. Treasury securities
|
65.2
|
|
|
—
|
|
|
—
|
|
|
65.2
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
—
|
|
|
4.4
|
|
|
—
|
|
|
4.4
|
|
||||
Commercial paper
|
—
|
|
|
88.1
|
|
|
—
|
|
|
88.1
|
|
||||
Corporate debt securities
|
—
|
|
|
340.9
|
|
|
—
|
|
|
340.9
|
|
||||
Foreign government bonds
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
||||
U.S. Agency securities
|
—
|
|
|
23.1
|
|
|
—
|
|
|
23.1
|
|
||||
U.S. Treasury securities
|
302.6
|
|
|
—
|
|
|
—
|
|
|
302.6
|
|
||||
Total assets
|
$
|
794.0
|
|
|
$
|
536.1
|
|
|
$
|
—
|
|
|
$
|
1,330.1
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
June 29, 2019: (1)
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
—
|
|
|
$
|
37.4
|
|
|
$
|
—
|
|
|
$
|
37.4
|
|
Money market funds
|
168.1
|
|
|
—
|
|
|
—
|
|
|
168.1
|
|
||||
U.S. Treasury securities
|
13.3
|
|
|
—
|
|
|
—
|
|
|
13.3
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
||||
Commercial paper
|
—
|
|
|
22.3
|
|
|
—
|
|
|
22.3
|
|
||||
Asset-backed securities
|
—
|
|
|
55.1
|
|
|
—
|
|
|
55.1
|
|
||||
Corporate debt securities
|
—
|
|
|
208.4
|
|
|
—
|
|
|
208.4
|
|
||||
Municipal bonds
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||
Mortgage-backed securities
|
—
|
|
|
6.6
|
|
|
—
|
|
|
6.6
|
|
||||
Foreign government bonds
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
||||
U.S. Agency securities
|
—
|
|
|
4.6
|
|
|
—
|
|
|
4.6
|
|
||||
U.S. Treasury securities
|
29.5
|
|
|
—
|
|
|
—
|
|
|
29.5
|
|
||||
Total assets
|
$
|
210.9
|
|
|
$
|
343.8
|
|
|
$
|
—
|
|
|
$
|
554.7
|
|
Other accrued liabilities:
|
|
|
|
|
|
|
|
||||||||
Acquisition contingency
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
Total other accrued liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
|
March 28, 2020
|
|
June 29, 2019
|
||||
Raw materials and purchased parts
|
$
|
55.4
|
|
|
$
|
78.3
|
|
Work in process
|
67.9
|
|
|
72.5
|
|
||
Finished goods
|
49.4
|
|
|
78.0
|
|
||
Inventories (1)
|
$
|
172.7
|
|
|
$
|
228.8
|
|
|
March 28, 2020
|
|
June 29, 2019
|
||||
Prepayments
|
$
|
29.7
|
|
|
$
|
32.4
|
|
Vendor receivable
|
29.8
|
|
|
36.3
|
|
||
Value added tax receivable
|
11.5
|
|
|
11.9
|
|
||
Advances to contract manufacturers
|
—
|
|
|
8.7
|
|
||
Assets held-for-sale
|
1.3
|
|
|
4.9
|
|
||
Other current assets
|
4.8
|
|
|
3.3
|
|
||
Prepayments and other current assets
|
$
|
77.1
|
|
|
$
|
97.5
|
|
|
March 28, 2020
|
||
Operating lease right-of-use assets
|
$
|
90.3
|
|
Less: accumulated amortization
|
(8.6
|
)
|
|
Operating lease right-of-use assets, net
|
$
|
81.7
|
|
|
March 28, 2020
|
|
June 29, 2019
|
||||
Land
|
$
|
44.2
|
|
|
$
|
44.2
|
|
Buildings and improvement
|
112.9
|
|
|
103.7
|
|
||
Machinery and equipment (1)
|
514.1
|
|
|
500.5
|
|
||
Computer equipment and software
|
25.6
|
|
|
25.4
|
|
||
Furniture and fixtures
|
6.6
|
|
|
4.9
|
|
||
Leasehold improvements
|
28.1
|
|
|
31.2
|
|
||
Finance lease right-of-use assets (1)
|
28.1
|
|
|
16.0
|
|
||
Construction in progress
|
53.0
|
|
|
46.8
|
|
||
|
812.6
|
|
|
772.7
|
|
||
Less: Accumulated depreciation (1)
|
(402.5
|
)
|
|
(339.4
|
)
|
||
Property, plant and equipment, net
|
$
|
410.1
|
|
|
$
|
433.3
|
|
|
March 28, 2020
|
|
June 29, 2019
|
||||
Restructuring accrual and related charges (1)
|
$
|
2.6
|
|
|
$
|
14.6
|
|
Warranty accrual (2)
|
5.4
|
|
|
7.5
|
|
||
Deferred revenue and customer deposits
|
1.7
|
|
|
2.9
|
|
||
Finance lease liabilities, current (3)
|
3.9
|
|
|
0.4
|
|
||
Income tax payable
|
30.4
|
|
|
8.7
|
|
||
Other current liabilities
|
2.8
|
|
|
5.1
|
|
||
Other current liabilities
|
$
|
46.8
|
|
|
$
|
39.2
|
|
|
March 28, 2020
|
|
June 29, 2019
|
||||
Asset retirement obligations
|
$
|
4.9
|
|
|
$
|
4.5
|
|
Pension and related accrual (1)
|
10.0
|
|
|
7.9
|
|
||
Deferred rent
|
—
|
|
|
2.2
|
|
||
Unrecognized tax benefit
|
18.1
|
|
|
18.7
|
|
||
Finance lease liabilities, non-current
|
0.1
|
|
|
—
|
|
||
Other non-current liabilities
|
0.6
|
|
|
0.4
|
|
||
Other non-current liabilities
|
$
|
33.7
|
|
|
$
|
33.7
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
March 28, 2020
|
|
March 28, 2020
|
||||
Finance lease cost (in millions):
|
|
|
|
||||
Amortization of right-of-use assets
|
$
|
4.8
|
|
|
$
|
13.0
|
|
Interest
|
—
|
|
|
0.1
|
|
||
Operating lease cost
|
3.9
|
|
|
11.9
|
|
||
Variable lease cost
|
0.4
|
|
|
1.5
|
|
||
Short-term lease cost
|
0.7
|
|
|
1.7
|
|
||
Sublease income
|
(0.7
|
)
|
|
(1.9
|
)
|
||
Total lease cost
|
$
|
9.1
|
|
|
$
|
26.3
|
|
|
|
|
|
||||
Weighted average remaining lease term (in years):
|
|
|
|
||||
Operating leases
|
|
|
8.9
|
|
|||
Finance leases
|
|
|
0.7
|
|
|||
Weighted average discount rate:
|
|
|
|
||||
Operating leases
|
|
|
3.65
|
%
|
|||
Finance leases
|
|
|
4.38
|
%
|
Fiscal Years
|
|
Operating Leases (1)
|
|
Finance Leases
|
|
Total
|
||||||
Remainder of 2020
|
|
$
|
3.3
|
|
|
$
|
3.4
|
|
|
$
|
6.7
|
|
2021
|
|
13.1
|
|
|
0.6
|
|
|
13.7
|
|
|||
2022
|
|
12.3
|
|
|
—
|
|
|
12.3
|
|
|||
2023
|
|
11.1
|
|
|
—
|
|
|
11.1
|
|
|||
2024
|
|
9.4
|
|
|
—
|
|
|
9.4
|
|
|||
Thereafter
|
|
31.4
|
|
|
—
|
|
|
31.4
|
|
|||
Total minimum lease payments
|
|
$
|
80.6
|
|
|
$
|
4.0
|
|
|
$
|
84.6
|
|
Less: amount representing interest
|
|
(10.0
|
)
|
|
—
|
|
|
(10.0
|
)
|
|||
Present value of total lease liabilities
|
|
$
|
70.6
|
|
|
$
|
4.0
|
|
|
$
|
74.6
|
|
Fiscal Years
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2020
|
|
$
|
13.9
|
|
|
$
|
0.8
|
|
|
$
|
14.7
|
|
2021
|
|
12.1
|
|
|
—
|
|
|
12.1
|
|
|||
2022
|
|
11.2
|
|
|
—
|
|
|
11.2
|
|
|||
2023
|
|
11.3
|
|
|
—
|
|
|
11.3
|
|
|||
2024
|
|
9.8
|
|
|
—
|
|
|
9.8
|
|
|||
Thereafter
|
|
31.7
|
|
|
—
|
|
|
31.7
|
|
|||
Total minimum operating lease payments
|
|
$
|
90.0
|
|
|
$
|
0.8
|
|
|
$
|
90.8
|
|
|
Optical Communications
|
|
Commercial Lasers
|
|
Total
|
||||||
Balance as of March 28, 2020
|
$
|
363.5
|
|
|
$
|
5.4
|
|
|
$
|
368.9
|
|
March 28, 2020
|
Gross Carrying Amounts
|
|
Accumulated Amortization
|
|
Net Carrying Amounts
|
|
Weighted average remaining amortization period (years)
|
||||||
Acquired developed technologies (1)
|
$
|
346.5
|
|
|
$
|
(161.9
|
)
|
|
$
|
184.6
|
|
|
3.5
|
Customer relationships
|
149.3
|
|
|
(30.9
|
)
|
|
118.4
|
|
|
6.7
|
|||
In-process research and development (1)
|
35.0
|
|
|
—
|
|
|
35.0
|
|
|
n/a
|
|||
Order backlog
|
22.0
|
|
|
(22.0
|
)
|
|
—
|
|
|
—
|
|||
Other intangibles
|
2.7
|
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|||
Total intangible assets
|
$
|
555.5
|
|
|
$
|
(217.5
|
)
|
|
$
|
338.0
|
|
|
|
June 29, 2019
|
Gross Carrying Amounts
|
|
Accumulated Amortization
|
|
Net Carrying Amounts
|
|
Weighted average remaining amortization period (years)
|
||||||
Acquired developed technologies
|
$
|
287.5
|
|
|
$
|
(125.2
|
)
|
|
$
|
162.3
|
|
|
3.8
|
Customer relationships
|
149.3
|
|
|
(12.3
|
)
|
|
137.0
|
|
|
7.5
|
|||
In-process research and development
|
94.0
|
|
|
—
|
|
|
94.0
|
|
|
n/a
|
|||
Order backlog
|
22.0
|
|
|
(19.9
|
)
|
|
2.1
|
|
|
0.5
|
|||
Other intangibles
|
2.7
|
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|||
Total intangible assets
|
$
|
555.5
|
|
|
$
|
(160.1
|
)
|
|
$
|
395.4
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Cost of sales
|
$
|
13.9
|
|
|
$
|
28.1
|
|
|
$
|
38.8
|
|
|
$
|
33.3
|
|
Selling, general and administrative
|
6.1
|
|
|
3.6
|
|
|
18.6
|
|
|
4.4
|
|
||||
Total amortization of intangibles
|
$
|
20.0
|
|
|
$
|
31.7
|
|
|
$
|
57.4
|
|
|
$
|
37.7
|
|
Fiscal Years
|
|
||
Remainder of 2020
|
$
|
20.3
|
|
2021
|
78.9
|
|
|
2022
|
76.4
|
|
|
2023
|
52.9
|
|
|
2024
|
33.1
|
|
|
Thereafter
|
41.4
|
|
|
Total future amortization
|
$
|
303.0
|
|
•
|
during any fiscal quarter commencing after the fiscal quarter ended on March 28, 2020 (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the 2026 Notes on each applicable trading day;
|
•
|
during the five business day period after any five consecutive trading day period (the "2026 measurement period") in which the trading price per $1,000 principal amount of the 2026 Notes for each trading day of the 2026 measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the notes on each such trading day;
|
•
|
if we call any or all of the 2026 Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the relevant redemption date; or
|
•
|
upon the occurrence of specified corporate events, as specified in each indenture governing the 2026 Notes.
|
•
|
during any fiscal quarter (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price, or $78.80 on each applicable trading day;
|
•
|
during the five consecutive business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of such measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each such trading day; or
|
•
|
upon the occurrence of specified corporate events.
|
Liability component:
|
March 28, 2020
|
|
June 29, 2019
|
||||||||
|
2024 Notes
|
|
2026 Notes
|
|
2024 Notes
|
||||||
Principal
|
$
|
450.0
|
|
|
$
|
1,050.0
|
|
|
$
|
450.0
|
|
Unamortized debt discount and debt issuance costs
|
(84.2
|
)
|
|
(309.8
|
)
|
|
(98.1
|
)
|
|||
Net carrying amount of the liability component
|
$
|
365.8
|
|
|
$
|
740.2
|
|
|
$
|
351.9
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Contractual interest expense
|
$
|
1.6
|
|
|
$
|
0.3
|
|
|
$
|
2.3
|
|
|
$
|
0.9
|
|
Amortization of the debt discount and debt issuance costs
|
14.0
|
|
|
4.5
|
|
|
24.8
|
|
|
13.2
|
|
||||
Total interest expense
|
$
|
15.6
|
|
|
$
|
4.8
|
|
|
$
|
27.1
|
|
|
$
|
14.1
|
|
Fiscal Years
|
2024 Notes
|
|
2026 Notes
|
|
Total
|
||||||
Remainder of 2020
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
2021
|
1.1
|
|
|
5.2
|
|
|
6.3
|
|
|||
2022
|
1.1
|
|
|
5.3
|
|
|
6.4
|
|
|||
2023
|
1.1
|
|
|
5.2
|
|
|
6.3
|
|
|||
2024
|
451.2
|
|
|
5.3
|
|
|
456.5
|
|
|||
Thereafter
|
—
|
|
|
1,063.1
|
|
|
1,063.1
|
|
|||
Total convertible notes payments
|
$
|
454.5
|
|
|
$
|
1,086.8
|
|
|
$
|
1,541.3
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Contractual interest expense
|
$
|
—
|
|
|
$
|
6.2
|
|
|
$
|
9.6
|
|
|
$
|
10.2
|
|
Amortization of the debt issuance costs
|
—
|
|
|
0.4
|
|
|
0.5
|
|
|
0.5
|
|
||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
8.0
|
|
|
—
|
|
||||
Total interest expense
|
$
|
—
|
|
|
$
|
6.6
|
|
|
$
|
18.1
|
|
|
$
|
10.7
|
|
|
March 28, 2020
|
|
June 29, 2019
|
||||
Principal
|
$
|
497.5
|
|
|
$
|
500.0
|
|
Repayment of principal
|
(497.5
|
)
|
|
(2.5
|
)
|
||
Unamortized value of the debt issuance costs
|
—
|
|
|
(8.5
|
)
|
||
Net carrying value
|
$
|
—
|
|
|
$
|
489.0
|
|
|
|
|
|
||||
Term loan, current
|
$
|
—
|
|
|
$
|
5.0
|
|
Term loan, non-current
|
$
|
—
|
|
|
$
|
484.0
|
|
|
Foreign currency translation adjustments, net of tax (1)
|
|
Defined benefit obligations, net of tax (2)
|
|
Unrealized gain (loss) on available-for-sale securities, net of tax (3)
|
|
Total
|
||||||||
Beginning balance as of June 29, 2019 (3)
|
$
|
9.7
|
|
|
$
|
(3.5
|
)
|
|
$
|
0.9
|
|
|
$
|
7.1
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Ending balance as of September 28, 2019 (3)
|
9.7
|
|
|
(3.5
|
)
|
|
1.0
|
|
|
7.2
|
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||
Ending balance as of December 28, 2019 (3)
|
9.7
|
|
|
(3.5
|
)
|
|
0.8
|
|
|
7.0
|
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.2
|
)
|
||||
Ending balance as of March 28, 2020 (3)
|
$
|
9.7
|
|
|
$
|
(3.5
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
5.8
|
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance as of June 30, 2018
|
$
|
10.3
|
|
|
$
|
(2.3
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
6.4
|
|
Other comprehensive income
|
0.1
|
|
|
—
|
|
|
0.4
|
|
|
0.5
|
|
||||
Ending balance as of September 29, 2018
|
10.4
|
|
|
(2.3
|
)
|
|
(1.2
|
)
|
|
6.9
|
|
||||
Other comprehensive income (loss)
|
(0.7
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.7
|
)
|
||||
Ending balance as of December 29, 2018
|
9.7
|
|
|
(2.4
|
)
|
|
(1.1
|
)
|
|
6.2
|
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
1.3
|
|
|
1.3
|
|
||||
Ending balance as of March 30, 2019
|
$
|
9.7
|
|
|
$
|
(2.4
|
)
|
|
$
|
0.2
|
|
|
$
|
7.5
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Balance as of beginning of period
|
$
|
5.0
|
|
|
$
|
3.5
|
|
|
$
|
14.6
|
|
|
$
|
1.9
|
|
Charges
|
2.7
|
|
|
21.1
|
|
|
4.9
|
|
|
30.2
|
|
||||
Payments
|
(5.1
|
)
|
|
(6.6
|
)
|
|
(16.9
|
)
|
|
(14.1
|
)
|
||||
Balance as of end of period
|
$
|
2.6
|
|
|
$
|
18.0
|
|
|
$
|
2.6
|
|
|
$
|
18.0
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Cost of sales
|
$
|
4.3
|
|
|
$
|
3.2
|
|
|
$
|
12.6
|
|
|
$
|
11.7
|
|
Research and development
|
4.2
|
|
|
4.5
|
|
|
12.1
|
|
|
10.7
|
|
||||
Selling, general and administrative
|
10.7
|
|
|
8.3
|
|
|
31.4
|
|
|
34.1
|
|
||||
Total stock-based compensation
|
$
|
19.2
|
|
|
$
|
16.0
|
|
|
$
|
56.1
|
|
|
$
|
56.5
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Income tax benefit associated with stock-based compensation
|
$
|
2.4
|
|
|
$
|
2.1
|
|
|
$
|
9.0
|
|
|
$
|
8.8
|
|
|
|
Restricted Stock Units
|
|
Restricted Stock Awards
|
|
Performance Stock Units
|
|||||||||||||||
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value per Share
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value per Share
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value per Share
|
|||||||||
Balance as of June 29, 2019
|
|
2.2
|
|
|
$
|
52.4
|
|
|
—
|
|
|
$
|
32.5
|
|
|
0.2
|
|
|
$
|
56.0
|
|
Granted
|
|
1.0
|
|
|
59.3
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
61.9
|
|
|||
Vested/Exercised
|
|
(1.0
|
)
|
|
52.1
|
|
|
—
|
|
|
32.5
|
|
|
(0.1
|
)
|
|
54.6
|
|
|||
Canceled
|
|
(0.2
|
)
|
|
51.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57.3
|
|
|||
Balance as of March 28, 2020
|
|
2.0
|
|
|
$
|
55.6
|
|
|
—
|
|
|
$
|
—
|
|
|
0.3
|
|
|
$
|
60.2
|
|
|
Awards Available for Grant
|
|
Balance as of June 29, 2019
|
4.7
|
|
Granted
|
(1.2
|
)
|
Canceled
|
0.1
|
|
Balance as of March 28, 2020
|
3.6
|
|
|
March 28, 2020
|
|
March 30, 2019
|
||
Expected term (years)
|
0.5
|
|
|
0.5
|
|
Expected volatility
|
44.6
|
%
|
|
71.3
|
%
|
Risk-free interest rate
|
1.59
|
%
|
|
2.52
|
%
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Balance as of beginning of period
|
$
|
6.8
|
|
|
$
|
9.7
|
|
|
$
|
7.5
|
|
|
$
|
6.6
|
|
Warranties assumed in Oclaro acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
||||
Provision for warranty
|
0.7
|
|
|
1.5
|
|
|
2.5
|
|
|
3.4
|
|
||||
Utilization of reserve
|
(2.1
|
)
|
|
(1.4
|
)
|
|
(4.6
|
)
|
|
(4.0
|
)
|
||||
Balance as of end of period
|
$
|
5.4
|
|
|
$
|
9.8
|
|
|
$
|
5.4
|
|
|
$
|
9.8
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
OpComms
|
$
|
359.3
|
|
|
$
|
377.9
|
|
|
$
|
1,184.8
|
|
|
$
|
1,013.4
|
|
Lasers
|
43.5
|
|
|
55.0
|
|
|
125.7
|
|
|
147.3
|
|
||||
Net revenue
|
$
|
402.8
|
|
|
$
|
432.9
|
|
|
$
|
1,310.5
|
|
|
$
|
1,160.7
|
|
Gross profit:
|
|
|
|
|
|
|
|
||||||||
OpComms
|
$
|
161.8
|
|
|
$
|
143.5
|
|
|
$
|
550.1
|
|
|
$
|
397.5
|
|
Lasers
|
21.6
|
|
|
25.3
|
|
|
56.2
|
|
|
63.6
|
|
||||
Total segment gross profit
|
183.4
|
|
|
168.8
|
|
|
606.3
|
|
|
461.1
|
|
||||
Unallocated corporate items:
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation
|
(4.3
|
)
|
|
(3.2
|
)
|
|
(12.6
|
)
|
|
(11.7
|
)
|
||||
Amortization of acquired intangibles
|
(13.9
|
)
|
|
(28.1
|
)
|
|
(38.8
|
)
|
|
(33.3
|
)
|
||||
Amortization of fair value adjustments
|
(1.5
|
)
|
|
(14.5
|
)
|
|
(5.8
|
)
|
|
(15.8
|
)
|
||||
Inventory and fixed asset write down due to product lines exit
|
(2.3
|
)
|
|
(19.4
|
)
|
|
(6.0
|
)
|
|
(19.4
|
)
|
||||
Integration related costs
|
0.3
|
|
|
(2.8
|
)
|
|
(3.1
|
)
|
|
(2.8
|
)
|
||||
Other charges (1)
|
(4.0
|
)
|
|
(12.5
|
)
|
|
(25.5
|
)
|
|
(39.0
|
)
|
||||
Gross profit
|
$
|
157.7
|
|
|
$
|
88.3
|
|
|
$
|
514.5
|
|
|
$
|
339.1
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||||||||||
OpComms:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Telecom and Datacom
|
$
|
251.0
|
|
62.3
|
%
|
|
$
|
300.7
|
|
69.5
|
%
|
|
$
|
765.4
|
|
58.4
|
%
|
|
$
|
683.7
|
|
58.9
|
%
|
Consumer and Industrial
|
108.3
|
|
26.9
|
|
|
77.2
|
|
17.8
|
|
|
419.4
|
|
32.0
|
|
|
329.7
|
|
28.4
|
|
||||
Total OpComms
|
$
|
359.3
|
|
89.2
|
%
|
|
$
|
377.9
|
|
87.3
|
%
|
|
$
|
1,184.8
|
|
90.4
|
%
|
|
$
|
1,013.4
|
|
87.3
|
%
|
Lasers
|
43.5
|
|
10.8
|
|
|
55.0
|
|
12.7
|
|
|
125.7
|
|
9.6
|
|
|
147.3
|
|
12.7
|
|
||||
Total Revenue
|
$
|
402.8
|
|
|
|
|
$
|
432.9
|
|
|
|
$
|
1,310.5
|
|
|
|
$
|
1,160.7
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||||||||||||||
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
||||||||||||
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States
|
$
|
38.6
|
|
|
9.6
|
%
|
|
$
|
29.7
|
|
|
6.9
|
%
|
|
$
|
118.9
|
|
|
9.1
|
%
|
|
$
|
72.3
|
|
|
6.3
|
%
|
Mexico
|
33.2
|
|
|
8.2
|
|
|
53.5
|
|
|
12.3
|
|
|
88.3
|
|
|
6.7
|
|
|
164.8
|
|
|
14.2
|
|
||||
Other Americas
|
1.4
|
|
|
0.3
|
|
|
0.9
|
|
|
0.2
|
|
|
3.2
|
|
|
0.3
|
|
|
2.7
|
|
|
0.2
|
|
||||
Total Americas
|
$
|
73.2
|
|
|
18.1
|
%
|
|
$
|
84.1
|
|
|
19.4
|
%
|
|
$
|
210.4
|
|
|
16.1
|
%
|
|
$
|
239.8
|
|
|
20.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia-Pacific:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hong Kong
|
$
|
125.9
|
|
|
31.3
|
%
|
|
$
|
124.1
|
|
|
28.6
|
%
|
|
$
|
404.2
|
|
|
30.8
|
%
|
|
$
|
289.6
|
|
|
25.0
|
%
|
South Korea
|
63.3
|
|
|
15.7
|
|
|
23.6
|
|
|
5.5
|
|
|
239.9
|
|
|
18.3
|
|
|
154.9
|
|
|
13.3
|
|
||||
Japan
|
35.8
|
|
|
8.9
|
|
|
50.0
|
|
|
11.6
|
|
|
110.4
|
|
|
8.4
|
|
|
129.2
|
|
|
11.1
|
|
||||
Other Asia-Pacific
|
77.2
|
|
|
19.2
|
|
|
98.4
|
|
|
22.7
|
|
|
248.8
|
|
|
19.0
|
|
|
234.4
|
|
|
20.2
|
|
||||
Total Asia-Pacific
|
$
|
302.2
|
|
|
75.1
|
%
|
|
$
|
296.1
|
|
|
68.4
|
%
|
|
$
|
1,003.3
|
|
|
76.5
|
%
|
|
$
|
808.1
|
|
|
69.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
EMEA
|
$
|
27.4
|
|
|
6.8
|
%
|
|
$
|
52.7
|
|
|
12.2
|
%
|
|
$
|
96.8
|
|
|
7.4
|
%
|
|
$
|
112.8
|
|
|
9.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net revenue
|
$
|
402.8
|
|
|
|
|
|
$
|
432.9
|
|
|
|
|
|
$
|
1,310.5
|
|
|
|
|
|
$
|
1,160.7
|
|
|
|
|
|
Less than 1 year
|
1-2 years
|
Greater than 2 years
|
Total
|
Performance obligations
|
$513.9
|
$32.7
|
$—
|
$546.6
|
Contract balances
|
Balance sheet location
|
March 28, 2020
|
|
June 29, 2019
|
|
Change
|
|
Percentage Change
|
Accounts receivable, net
|
Accounts receivable, net
|
$261.8
|
|
$238.0
|
|
$23.8
|
|
10.0%
|
Deferred revenue and customer deposits
|
Other current liabilities
|
$1.7
|
|
$2.9
|
|
$(1.2)
|
|
(41.4)%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||
Segment net revenue:
|
|
|
|
|
|
|
|
||||
OpComms
|
89.2
|
%
|
|
87.3
|
%
|
|
90.4
|
%
|
|
87.3
|
%
|
Lasers
|
10.8
|
|
|
12.7
|
|
|
9.6
|
|
|
12.7
|
|
Net revenue
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Cost of sales
|
57.4
|
|
|
73.1
|
|
|
57.8
|
|
|
67.9
|
|
Amortization of acquired developed technologies
|
3.5
|
|
|
6.5
|
|
|
3.0
|
|
|
2.9
|
|
Gross profit
|
39.2
|
|
|
20.4
|
|
|
39.3
|
|
|
29.2
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Research and development
|
12.1
|
|
|
13.3
|
|
|
11.4
|
|
|
11.6
|
|
Selling, general and administrative
|
15.2
|
|
|
12.8
|
|
|
13.8
|
|
|
13.0
|
|
Restructuring and related charges
|
0.7
|
|
|
4.9
|
|
|
0.4
|
|
|
2.6
|
|
Impairment charges
|
0.6
|
|
|
7.0
|
|
|
0.2
|
|
|
2.7
|
|
Total operating expenses
|
28.6
|
|
|
38.0
|
|
|
25.7
|
|
|
29.9
|
|
Income (loss) from operations
|
10.6
|
|
|
(17.6
|
)
|
|
13.5
|
|
|
(0.7
|
)
|
Unrealized gain on derivative liability
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
Interest expense
|
(3.9
|
)
|
|
(2.6
|
)
|
|
(3.5
|
)
|
|
(2.1
|
)
|
Other income (expense), net
|
5.4
|
|
|
1.2
|
|
|
2.1
|
|
|
1.0
|
|
Income (loss) before income taxes
|
12.1
|
|
|
(19.0
|
)
|
|
12.2
|
|
|
(1.0
|
)
|
Provision for (benefit from) income taxes
|
1.3
|
|
|
(1.9
|
)
|
|
1.5
|
|
|
(0.1
|
)
|
Net income (loss)
|
10.8
|
%
|
|
(17.1
|
)%
|
|
10.7
|
%
|
|
(0.9
|
)%
|
|
Three Months Ended
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
||||||||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
Change
|
|
Percentage Change
|
|
March 28, 2020
|
|
March 30, 2019
|
|
Change
|
|
Percentage Change
|
||||||||||||||
Segment net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
OpComms
|
$
|
359.3
|
|
|
$
|
377.9
|
|
|
$
|
(18.6
|
)
|
|
(4.9
|
)%
|
|
$
|
1,184.8
|
|
|
$
|
1,013.4
|
|
|
$
|
171.4
|
|
|
16.9
|
%
|
Lasers
|
43.5
|
|
|
55.0
|
|
|
(11.5
|
)
|
|
(20.9
|
)
|
|
125.7
|
|
|
147.3
|
|
|
(21.6
|
)
|
|
(14.7
|
)
|
||||||
Net revenue
|
$
|
402.8
|
|
|
$
|
432.9
|
|
|
$
|
(30.1
|
)
|
|
(7.0
|
)%
|
|
$
|
1,310.5
|
|
|
$
|
1,160.7
|
|
|
$
|
149.8
|
|
|
12.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross profit
|
$
|
157.7
|
|
|
$
|
88.3
|
|
|
$
|
69.4
|
|
|
78.6
|
%
|
|
$
|
514.5
|
|
|
$
|
339.1
|
|
|
$
|
175.4
|
|
|
51.7
|
%
|
Gross margin
|
39.2
|
%
|
|
20.4
|
%
|
|
|
|
|
|
39.3
|
%
|
|
29.2
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Research and development
|
$
|
48.7
|
|
|
$
|
57.7
|
|
|
$
|
(9.0
|
)
|
|
(15.6
|
)%
|
|
$
|
149.6
|
|
|
$
|
135.1
|
|
|
$
|
14.5
|
|
|
10.7
|
%
|
Percentage of net revenue
|
12.1
|
%
|
|
13.3
|
%
|
|
|
|
|
|
11.4
|
%
|
|
11.6
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Selling, general and administrative
|
$
|
61.3
|
|
|
$
|
55.2
|
|
|
$
|
6.1
|
|
|
11.1
|
%
|
|
$
|
180.4
|
|
|
$
|
150.9
|
|
|
$
|
29.5
|
|
|
19.5
|
%
|
Percentage of net revenue
|
15.2
|
%
|
|
12.8
|
%
|
|
|
|
|
|
13.8
|
%
|
|
13.0
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Restructuring and related charges
|
$
|
2.7
|
|
|
$
|
21.1
|
|
|
$
|
(18.4
|
)
|
|
(87.2
|
)%
|
|
$
|
4.9
|
|
|
$
|
30.2
|
|
|
$
|
(25.3
|
)
|
|
(83.8
|
)%
|
Percentage of net revenue
|
0.7
|
%
|
|
4.9
|
%
|
|
|
|
|
|
0.4
|
%
|
|
2.6
|
%
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Impairment charge
|
$
|
2.5
|
|
|
$
|
30.7
|
|
|
$
|
(28.2
|
)
|
|
(91.9
|
)%
|
|
$
|
2.5
|
|
|
$
|
30.7
|
|
|
$
|
(28.2
|
)
|
|
(91.9
|
)%
|
Percentage of net revenue
|
0.6
|
%
|
|
7.0
|
%
|
|
|
|
|
|
0.2
|
%
|
|
2.6
|
%
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||||||||||||||
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
||||||||||||
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States
|
$
|
38.6
|
|
|
9.6
|
%
|
|
$
|
29.7
|
|
|
6.9
|
%
|
|
$
|
118.9
|
|
|
9.1
|
%
|
|
$
|
72.3
|
|
|
6.3
|
%
|
Mexico
|
33.2
|
|
|
8.2
|
|
|
53.5
|
|
|
12.3
|
|
|
88.3
|
|
|
6.7
|
|
|
164.8
|
|
|
14.2
|
|
||||
Other Americas
|
1.4
|
|
|
0.3
|
|
|
0.9
|
|
|
0.2
|
|
|
3.2
|
|
|
0.3
|
|
|
2.7
|
|
|
0.2
|
|
||||
Total Americas
|
$
|
73.2
|
|
|
18.1
|
%
|
|
$
|
84.1
|
|
|
19.4
|
%
|
|
$
|
210.4
|
|
|
16.1
|
%
|
|
$
|
239.8
|
|
|
20.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia-Pacific:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hong Kong
|
$
|
125.9
|
|
|
31.3
|
%
|
|
$
|
124.1
|
|
|
28.6
|
%
|
|
$
|
404.2
|
|
|
30.8
|
%
|
|
$
|
289.6
|
|
|
25.0
|
%
|
South Korea
|
63.3
|
|
|
15.7
|
|
|
23.6
|
|
|
5.5
|
|
|
239.9
|
|
|
18.3
|
|
|
154.9
|
|
|
13.3
|
|
||||
Japan
|
35.8
|
|
|
8.9
|
|
|
50.0
|
|
|
11.6
|
|
|
110.4
|
|
|
8.4
|
|
|
129.2
|
|
|
11.1
|
|
||||
Other Asia-Pacific
|
77.2
|
|
|
19.2
|
|
|
98.4
|
|
|
22.7
|
|
|
248.8
|
|
|
19.0
|
|
|
234.4
|
|
|
20.2
|
|
||||
Total Asia-Pacific
|
$
|
302.2
|
|
|
75.1
|
%
|
|
$
|
296.1
|
|
|
68.4
|
%
|
|
$
|
1,003.3
|
|
|
76.5
|
%
|
|
$
|
808.1
|
|
|
69.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
EMEA
|
$
|
27.4
|
|
|
6.8
|
%
|
|
$
|
52.7
|
|
|
12.2
|
%
|
|
$
|
96.8
|
|
|
7.4
|
%
|
|
$
|
112.8
|
|
|
9.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net revenue
|
$
|
402.8
|
|
|
|
|
|
$
|
432.9
|
|
|
|
|
|
$
|
1,310.5
|
|
|
|
|
|
$
|
1,160.7
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||
|
Gross Profit
|
|
Gross Margin
|
|
Gross Profit
|
|
Gross Margin
|
||||||||||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||||||
OpComms
|
$
|
161.8
|
|
|
$
|
143.5
|
|
|
45.0
|
%
|
|
38.0
|
%
|
|
$
|
550.1
|
|
|
$
|
397.5
|
|
|
46.4
|
%
|
|
39.2
|
%
|
Lasers
|
21.6
|
|
|
25.3
|
|
|
49.7
|
%
|
|
46.0
|
%
|
|
56.2
|
|
|
63.6
|
|
|
44.7
|
%
|
|
43.2
|
%
|
||||
Segment total
|
$
|
183.4
|
|
|
$
|
168.8
|
|
|
45.5
|
%
|
|
39.0
|
%
|
|
$
|
606.3
|
|
|
$
|
461.1
|
|
|
46.3
|
%
|
|
39.7
|
%
|
Unallocated corporate items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stock-based compensation
|
(4.3
|
)
|
|
(3.2
|
)
|
|
|
|
|
|
(12.6
|
)
|
|
(11.7
|
)
|
|
|
|
|
||||||||
Amortization of acquired intangibles
|
(13.9
|
)
|
|
(28.1
|
)
|
|
|
|
|
|
(38.8
|
)
|
|
(33.3
|
)
|
|
|
|
|
||||||||
Amortization of fair value adjustments
|
(1.5
|
)
|
|
(14.5
|
)
|
|
|
|
|
|
(5.8
|
)
|
|
(15.8
|
)
|
|
|
|
|
||||||||
Inventory and fixed asset write down due to product lines exit
|
(2.3
|
)
|
|
(19.4
|
)
|
|
|
|
|
|
(6.0
|
)
|
|
(19.4
|
)
|
|
|
|
|
||||||||
Integration related costs
|
0.3
|
|
|
(2.8
|
)
|
|
|
|
|
|
(3.1
|
)
|
|
(2.8
|
)
|
|
|
|
|
||||||||
Other charges (1)
|
(4.0
|
)
|
|
(12.5
|
)
|
|
|
|
|
|
(25.5
|
)
|
|
(39.0
|
)
|
|
|
|
|
||||||||
Total
|
$
|
157.7
|
|
|
$
|
88.3
|
|
|
39.2
|
%
|
|
20.4
|
%
|
|
$
|
514.5
|
|
|
$
|
339.1
|
|
|
39.3
|
%
|
|
29.2
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Foreign exchange gains (losses), net
|
$
|
0.7
|
|
|
$
|
(1.0
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(1.0
|
)
|
Interest income
|
5.2
|
|
|
3.9
|
|
|
12.6
|
|
|
10.0
|
|
||||
Other income (expense), net
|
15.8
|
|
|
2.3
|
|
|
15.6
|
|
|
2.7
|
|
||||
Total other income (expense), net
|
$
|
21.7
|
|
|
$
|
5.2
|
|
|
$
|
27.9
|
|
|
$
|
11.7
|
|
(in millions)
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 28, 2020
|
|
March 30, 2019
|
|
March 28, 2020
|
|
March 30, 2019
|
||||||||
Provision for (benefit from) income taxes
|
$
|
5.2
|
|
|
$
|
(8.2
|
)
|
|
$
|
19.6
|
|
|
$
|
(1.6
|
)
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Asset retirement obligations
|
$
|
4.9
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
1.8
|
|
|
$
|
2.1
|
|
Finance lease liabilities, including imputed interest
|
4.0
|
|
|
3.9
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease liabilities, including imputed interest (1)
|
80.6
|
|
|
13.5
|
|
|
24.0
|
|
|
16.5
|
|
|
26.6
|
|
|||||
Pension plan contributions (2)
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations (3)
|
257.2
|
|
|
255.3
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|||||
Convertible notes - principal (4)
|
1,500.0
|
|
|
—
|
|
|
—
|
|
|
450.0
|
|
|
1,050.0
|
|
|||||
Convertible notes - interest (4)
|
41.3
|
|
|
5.9
|
|
|
12.7
|
|
|
12.2
|
|
|
10.5
|
|
|||||
Total
|
$
|
1,888.5
|
|
|
$
|
279.1
|
|
|
$
|
39.7
|
|
|
$
|
480.5
|
|
|
$
|
1,089.2
|
|
•
|
global economic conditions which affect demand for our products and services and impact the financial stability of our suppliers and customers, including the impact of COVID-19;
|
•
|
fluctuations in demand for our products as a result of changes in regulations, tariffs or other trade barriers, and trade relations in general;
|
•
|
changes in accounts receivable, inventory or other operating assets and liabilities, which affect our working capital;
|
•
|
increase in capital expenditures to support our business and growth;
|
•
|
the tendency of customers to delay payments or to negotiate favorable payment terms to manage their own liquidity positions;
|
•
|
timing of payments to our suppliers;
|
•
|
factoring or sale of accounts receivable;
|
•
|
volatility in fixed income and credit, which impact the liquidity and valuation of our investment portfolios;
|
•
|
volatility in foreign exchange markets, which impacts our financial results;
|
•
|
possible investments or acquisitions of complementary businesses, products or technologies, or other strategic transactions or partnerships;
|
•
|
issuance of debt or equity securities, or other financing transactions, including bank debt;
|
•
|
potential funding of pension liabilities either voluntarily or as required by law or regulation; and
|
•
|
the settlement of any conversion or redemption of the 2024 Notes and the 2026 Notes in cash.
|
•
|
Accounts receivable collectability - there could be significant bad debt expenses incurred if our customers experience financial difficulties.
|
•
|
Accounts receivable collections timing - our working capital and cash flows could be impacted as companies have started extending payment terms. Although we have not done so, a broader market move to longer payment terms could delay our collection timing as well.
|
•
|
Inventory (excess and obsolete) - our customers may not be able to purchase inventory that we have built for them, or their demand may slow down to a point where inventory becomes aged.
|
•
|
Short-term investment values - as seen in past economic slowdowns, there may be credit losses and defaults which cause losses and/or liquidity issues in our investment portfolio.
|
•
|
Long-term assets such as fixed assets, goodwill, and intangibles - a market slowdown could impair the value of these assets.
|
•
|
Tax valuation - we have significant NOL’s (Net Operating losses) in the United States which have associated deferred tax assets on our balance sheet, and these could be deemed unrecoverable in the future.
|
•
|
impacts related to business disruptions and restrictions related to COVID-19;
|
•
|
changes in general IT spending;
|
•
|
the imposition of government controls, inclusive of critical infrastructure protection;
|
•
|
changes in or limitations imposed by trade protection laws or other regulatory orders or requirements in the United States or in other countries, including tariffs, sanctions, or other costs or requirements which may affect our ability to import or export our products from various countries or increase the cost to do so, including government action to restrict our ability to sell to foreign customers where sales of products may require export licenses (such as the U.S. Department of Commerce’s addition of Huawei to the Entity List in May 2019 and the prohibition of export and sale of certain products to ZTE Corporation in early 2018) and increased tariffs on various products that have been proposed by the U.S. government and other non-U.S. governments;
|
•
|
varying and potentially conflicting laws and regulations;
|
•
|
potential global or regional recession as a result of the COVID-19 pandemic and related responses of individuals, governments, private industry;
|
•
|
fluctuations in local economies;
|
•
|
wage inflation or a tightening of the labor market;
|
•
|
political developments of foreign nations, including Brexit and recent political developments in Hong Kong and the potential impact such developments or further actions could have on our customers in Hong Kong; and
|
•
|
the impact of the following on service provider and government spending patterns as well as our contract and internal manufacturing: political considerations, unfavorable changes in tax treaties or laws, unfavorable events that affect
|
•
|
diversion of management’s attention from normal daily operations of the business;
|
•
|
unforeseen expenses, delays or conditions imposed upon the acquisition or transaction, including due to required regulatory approvals or consents;
|
•
|
unanticipated changes in the combined business due to potential divestitures or other requirements imposed by antitrust regulators;
|
•
|
unanticipated changes in the acquired business, including due to regulatory action or changes in the operating results or financial condition of the business;
|
•
|
the inability to retain and obtain required regulatory approvals, licenses and permits;
|
•
|
difficulties and costs in integrating the operations, technologies, products, IT and other systems, facilities and personnel of the purchased businesses;
|
•
|
loss of customers, suppliers or partners;
|
•
|
potential difficulties in completing projects associated with in-process R&D; and
|
•
|
an acquisition or strategic transaction may not further our business strategy as we expected or we may overpay for, or otherwise not realize the expected return on, our investments.
|
•
|
loss of customers, suppliers or partners;
|
•
|
potential difficulties in completing projects associated with in-process R&D;
|
•
|
an acquisition or strategic transaction may not further our business strategy as we expected or we may overpay for, or otherwise not realize the expected return on, our investments;
|
•
|
we may face unanticipated liabilities or our exposure for known contingencies and liabilities may exceed our estimates;
|
•
|
insufficient net revenue to offset increased expenses associated with acquisitions;
|
•
|
unexpected losses of key employees of the acquired company, or inability to maintain our company culture;
|
•
|
conforming the acquired company’s standards, processes, procedures and controls with our operations, including integrating Enterprise Resource Planning (“ERP”) systems and other key business applications;
|
•
|
coordinating new product and process development;
|
•
|
increasing complexity from combining operations;
|
•
|
increasing the scope, geographic diversity and complexity of our operations;
|
•
|
difficulties in consolidating facilities and transferring processes and know-how;
|
•
|
diversion of management’s attention from other business concerns;
|
•
|
dilution of our current stockholders as a result of any issuance of equity securities as acquisition consideration;
|
•
|
expenditure of cash that would otherwise be available to operate our business; and
|
•
|
incurrence of indebtedness on terms that are unfavorable to us, limit our operational flexibility or that we are unable to repay.
|
•
|
general economic and market conditions and other external factors, particularly in light of the market volatility driven by the impact of COVID-19;
|
•
|
actual or anticipated fluctuations in our quarterly or annual operating results;
|
•
|
changes in earnings estimates by securities analysts or our ability to meet those estimates;
|
•
|
the operating and stock price performance of other comparable companies;
|
•
|
a shift in our investor base;
|
•
|
the financial performance of other companies in our industry, and of our customers;
|
•
|
success or failure of our business strategy;
|
•
|
credit market fluctuations which could negatively impact our ability to obtain financing as needed;
|
•
|
changes to the regulatory and legal environment in which we operate;
|
•
|
announcements by us, competitors, customers, or our contract manufacturers of significant acquisitions or dispositions;
|
•
|
investor perception of us and our industry;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
litigation or disputes in which we may become involved;
|
•
|
overall market fluctuations;
|
•
|
sales of our shares by our officers, directors, or significant stockholders; and
|
•
|
the timing and amount of dividends and share repurchases, if any.
|
•
|
make it more difficult for us to satisfy our debt obligations, including the 2024 Notes and the 2026 Notes;
|
•
|
increase our vulnerability to general adverse economic and industry conditions;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital and other general corporate purposes;
|
•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
restrict us from exploiting business opportunities;
|
•
|
place us at a competitive disadvantage compared to our competitors that have less indebtedness; and
|
•
|
limit our availability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general purposes.
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|
Filed
|
Exhibit No.
|
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
Herewith
|
31.1
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
X
|
|
32.1†
|
|
|
|
|
|
|
|
|
X
|
|
32.2†
|
|
|
|
|
|
|
|
|
X
|
|
101
|
|
The following financial information from Lumentum Holdings Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2020 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three months and nine months ended March 28, 2020 and March 30, 2019; (ii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months and nine months ended March 28, 2020 and March 30, 2019; (iii) Condensed Consolidated Balance Sheets as of March 28, 2020 and June 29, 2019; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended March 28, 2020 and March 30, 2019; (v) Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity for the three months and nine months ended March 28, 2020 and March 30, 2019; and (vi) Notes to the Consolidated Financial Statements.
|
|
|
|
|
|
|
|
X
|
104
|
|
Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101).
|
|
|
|
|
|
|
|
X
|
|
|
LUMENTUM HOLDINGS INC.
|
|
|
|
|
|
Date:
|
May 5, 2020
|
By: /s/ Wajid Ali
|
|
|
|
By: Wajid Ali
|
|
|
|
Executive Vice President, Chief Financial Officer
|
|
|
|
|
|
1 Year Lumentum Chart |
1 Month Lumentum Chart |
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