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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Oclaro, Inc. (delisted) | NASDAQ:OCLR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.26 | 7.10 | 8.89 | 0 | 01:00:00 |
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
20-1303994
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
Large accelerated filer
|
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
|
Emerging growth company
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¨
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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||
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Item 1A.
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Item 6.
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September 30, 2017
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July 1, 2017
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||||
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(Thousands, except par value)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
192,420
|
|
|
$
|
219,270
|
|
Restricted cash
|
268
|
|
|
716
|
|
||
Short-term investments
|
87,091
|
|
|
37,559
|
|
||
Accounts receivable, net of allowances for doubtful accounts of $1,480 and $1,533 as of September 30, 2017 and July 1, 2017, respectively
|
122,640
|
|
|
122,287
|
|
||
Inventories
|
104,201
|
|
|
101,068
|
|
||
Prepaid expenses and other current assets
|
47,477
|
|
|
40,870
|
|
||
Total current assets
|
554,097
|
|
|
521,770
|
|
||
Property and equipment, net
|
126,936
|
|
|
114,333
|
|
||
Other intangible assets, net
|
553
|
|
|
699
|
|
||
Deferred tax assets, non-current
|
19,889
|
|
|
25,774
|
|
||
Other non-current assets
|
2,785
|
|
|
2,573
|
|
||
Total assets
|
$
|
704,260
|
|
|
$
|
665,149
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
96,780
|
|
|
$
|
88,316
|
|
Accrued expenses and other liabilities
|
43,036
|
|
|
42,499
|
|
||
Capital lease obligations, current
|
2,339
|
|
|
2,368
|
|
||
Total current liabilities
|
142,155
|
|
|
133,183
|
|
||
Deferred gain on sale-leaseback
|
5,882
|
|
|
5,895
|
|
||
Capital lease obligations, non-current
|
1,239
|
|
|
1,379
|
|
||
Other non-current liabilities
|
11,155
|
|
|
11,019
|
|
||
Total liabilities
|
160,431
|
|
|
151,476
|
|
||
Commitments and contingencies (Note 7)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock: 1,000 shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock: $0.01 par value per share; 275,000 shares authorized; 168,779
shares issued and outstanding at September 30, 2017 and 167,639 shares issued and outstanding at July 1, 2017
|
1,688
|
|
|
1,676
|
|
||
Additional paid-in capital
|
1,691,198
|
|
|
1,688,777
|
|
||
Accumulated other comprehensive income
|
42,475
|
|
|
40,973
|
|
||
Accumulated deficit
|
(1,191,532
|
)
|
|
(1,217,753
|
)
|
||
Total stockholders’ equity
|
543,829
|
|
|
513,673
|
|
||
Total liabilities and stockholders’ equity
|
$
|
704,260
|
|
|
$
|
665,149
|
|
|
Three Months Ended
|
||||||
|
September 30, 2017
|
|
October 1, 2016
|
||||
|
(Thousands, except per share amounts)
|
||||||
Revenues
|
$
|
155,598
|
|
|
$
|
135,492
|
|
Cost of revenues
|
92,894
|
|
|
89,136
|
|
||
Gross profit
|
62,704
|
|
|
46,356
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
16,435
|
|
|
13,107
|
|
||
Selling, general and administrative
|
14,866
|
|
|
14,792
|
|
||
Amortization of other intangible assets
|
152
|
|
|
244
|
|
||
Restructuring, acquisition and related (income) expense, net
|
—
|
|
|
311
|
|
||
(Gain) loss on sale of property and equipment
|
22
|
|
|
(37
|
)
|
||
Total operating expenses
|
31,475
|
|
|
28,417
|
|
||
Operating income
|
31,229
|
|
|
17,939
|
|
||
Other income (expense):
|
|
|
|
||||
Interest income (expense), net
|
434
|
|
|
(13,858
|
)
|
||
Gain (loss) on foreign currency transactions, net
|
489
|
|
|
(518
|
)
|
||
Other income (expense), net
|
574
|
|
|
194
|
|
||
Total other income (expense)
|
1,497
|
|
|
(14,182
|
)
|
||
Income before income taxes
|
32,726
|
|
|
3,757
|
|
||
Income tax provision
|
6,237
|
|
|
406
|
|
||
Net income
|
$
|
26,489
|
|
|
$
|
3,351
|
|
Net income per share:
|
|
|
|
||||
Basic
|
$
|
0.16
|
|
|
$
|
0.03
|
|
Diluted
|
$
|
0.16
|
|
|
$
|
0.02
|
|
Shares used in computing net income per share:
|
|
|
|
||||
Basic
|
168,137
|
|
|
132,480
|
|
||
Diluted
|
170,849
|
|
|
135,529
|
|
|
Three Months Ended
|
||||||
|
September 30, 2017
|
|
October 1, 2016
|
||||
|
(Thousands)
|
||||||
Net income
|
$
|
26,489
|
|
|
$
|
3,351
|
|
Other comprehensive income:
|
|
|
|
||||
Unrealized gain on marketable securities
|
7
|
|
|
—
|
|
||
Currency translation adjustments
|
1,495
|
|
|
554
|
|
||
Total comprehensive income
|
$
|
27,991
|
|
|
$
|
3,905
|
|
|
Three Months Ended
|
||||||
|
September 30, 2017
|
|
October 1, 2016
|
||||
|
(Thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
26,489
|
|
|
$
|
3,351
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of deferred gain on sale-leaseback
|
(196
|
)
|
|
(190
|
)
|
||
Amortization of debt discount and issuance costs in connection with convertible notes payable
|
—
|
|
|
102
|
|
||
Depreciation and amortization
|
6,347
|
|
|
4,992
|
|
||
Adjustment in deferred tax assets
|
5,745
|
|
|
—
|
|
||
Interest make-whole charge and induced conversion expense related to convertible notes
|
—
|
|
|
8,463
|
|
||
Stock-based compensation expense
|
3,199
|
|
|
2,443
|
|
||
Other non-cash adjustments
|
22
|
|
|
(37
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
1,787
|
|
|
(2,883
|
)
|
||
Inventories
|
(1,523
|
)
|
|
(3,547
|
)
|
||
Prepaid expenses and other current assets
|
(5,737
|
)
|
|
(5,983
|
)
|
||
Other non-current assets
|
(735
|
)
|
|
(120
|
)
|
||
Accounts payable
|
1,345
|
|
|
(7,605
|
)
|
||
Accrued expenses and other liabilities
|
121
|
|
|
4,340
|
|
||
Net cash provided by operating activities
|
36,864
|
|
|
3,326
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(11,671
|
)
|
|
(5,997
|
)
|
||
Purchases of short-term investments
|
(74,871
|
)
|
|
—
|
|
||
Maturities of short-term investments
|
25,500
|
|
|
—
|
|
||
Transfer from restricted cash
|
449
|
|
|
—
|
|
||
Net cash used in investing activities
|
(60,593
|
)
|
|
(5,997
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from the exercise of stock options
|
325
|
|
|
1,260
|
|
||
Shares repurchased for tax withholdings on vesting of restricted stock units
|
(1,756
|
)
|
|
(1,755
|
)
|
||
Proceeds from the sale of common stock in connection with the public offering, net of expenses
|
—
|
|
|
135,153
|
|
||
Payments on capital lease obligations
|
(168
|
)
|
|
(679
|
)
|
||
Net cash provided by (used in) financing activities
|
(1,599
|
)
|
|
133,979
|
|
||
Effect of exchange rate on cash and cash equivalents
|
(1,522
|
)
|
|
1,343
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(26,850
|
)
|
|
132,651
|
|
||
Cash and cash equivalents at beginning of period
|
219,270
|
|
|
95,929
|
|
||
Cash and cash equivalents at end of period
|
$
|
192,420
|
|
|
$
|
228,580
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest make-whole and induced conversion charges related to the exercise of convertible notes
|
$
|
—
|
|
|
$
|
4,700
|
|
|
|
|
|
|
September 30, 2017
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Cash and cash equivalents:
|
|
||||||
Cash-in-bank
|
$
|
84,788
|
|
|
$
|
79,259
|
|
Money market funds
|
71,661
|
|
|
99,037
|
|
||
Commercial paper
|
23,974
|
|
|
22,981
|
|
||
U.S. Treasury securities
|
11,997
|
|
|
—
|
|
||
U.S. agency securities
|
—
|
|
|
15,981
|
|
||
Corporate bonds
|
—
|
|
|
2,012
|
|
||
|
$
|
192,420
|
|
|
$
|
219,270
|
|
|
September 30, 2017
|
|
July 1, 2017
|
|||||
Short-term investments
|
(Thousands)
|
|||||||
Commercial paper
|
$
|
50,542
|
|
|
$
|
23,459
|
|
|
U.S. Treasury securities
|
19,947
|
|
|
4,006
|
|
|||
Corporate bonds
|
16,602
|
|
|
10,094
|
|
|||
|
$
|
87,091
|
|
|
$
|
37,559
|
|
|
September 30, 2017
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Inventories:
|
|
||||||
Raw materials
|
$
|
23,489
|
|
|
$
|
32,421
|
|
Work-in-process
|
36,339
|
|
|
35,094
|
|
||
Finished goods
|
44,373
|
|
|
33,553
|
|
||
|
$
|
104,201
|
|
|
$
|
101,068
|
|
|
September 30, 2017
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Property and equipment, net:
|
|
||||||
Buildings and improvements
|
$
|
10,962
|
|
|
$
|
10,222
|
|
Plant and machinery
|
114,285
|
|
|
99,779
|
|
||
Fixtures, fittings and equipment
|
3,268
|
|
|
3,225
|
|
||
Computer equipment
|
20,871
|
|
|
15,901
|
|
||
|
149,386
|
|
|
129,127
|
|
||
Less: Accumulated depreciation
|
(22,450
|
)
|
|
(14,794
|
)
|
||
|
$
|
126,936
|
|
|
$
|
114,333
|
|
|
Core and
Current Technology |
|
Development
and Supply Agreements |
|
Customer
Relationships |
|
Patent
Portfolio |
|
Other
Intangibles |
|
Amortization
|
|
Total
|
||||||||||||||
|
(Thousands)
|
||||||||||||||||||||||||||
Balance at July 1, 2017
|
$
|
6,249
|
|
|
$
|
4,496
|
|
|
$
|
2,402
|
|
|
$
|
915
|
|
|
$
|
3,338
|
|
|
$
|
(16,701
|
)
|
|
$
|
699
|
|
Amortization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
|
(152
|
)
|
|||||||
Translations and adjustments
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
Balance at September 30, 2017
|
$
|
6,249
|
|
|
$
|
4,502
|
|
|
$
|
2,402
|
|
|
$
|
915
|
|
|
$
|
3,338
|
|
|
$
|
(16,853
|
)
|
|
$
|
553
|
|
|
September 30, 2017
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Accrued expenses and other liabilities:
|
|
||||||
Trade payables
|
$
|
8,788
|
|
|
$
|
7,805
|
|
Compensation and benefits related accruals
|
14,016
|
|
|
13,837
|
|
||
Warranty accrual
|
4,271
|
|
|
4,124
|
|
||
Purchase commitments in excess of future demand, current
|
4,205
|
|
|
4,009
|
|
||
Other accruals
|
11,756
|
|
|
12,724
|
|
||
|
$
|
43,036
|
|
|
$
|
42,499
|
|
|
September 30, 2017
|
|
July 1, 2017
|
||||
|
(Thousands)
|
||||||
Accumulated other comprehensive income:
|
|
||||||
Currency translation adjustments
|
$
|
42,626
|
|
|
$
|
41,131
|
|
Unrealized gain on marketable securities
|
(1
|
)
|
|
(8
|
)
|
||
Japan defined benefit plan
|
(150
|
)
|
|
(150
|
)
|
||
|
$
|
42,475
|
|
|
$
|
40,973
|
|
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 September 30, 2017 Using
|
||||||||||||||
|
|
Quoted Prices
|
|
Significant
|
|
|
|
|
||||||||
|
|
in Active
|
|
Other
|
|
Significant
|
|
|
||||||||
|
|
Markets for
|
|
Observable
|
|
Unobservable
|
|
|
||||||||
|
|
Identical Assets
|
|
Inputs
|
|
Inputs
|
|
|
||||||||
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Assets:
|
|
|||||||||||||||
Cash and cash equivalents:
(1)
|
|
|
|
|
|
|
|
|||||||||
Money market funds
|
$
|
71,661
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71,661
|
|
|
Commercial paper
|
—
|
|
|
23,974
|
|
|
—
|
|
|
23,974
|
|
|||||
U.S. Treasury securities
|
—
|
|
|
11,997
|
|
|
—
|
|
|
11,997
|
|
|||||
Restricted cash:
|
|
|
|
|
|
|
|
|||||||||
Money market funds
|
264
|
|
|
—
|
|
|
—
|
|
|
264
|
|
|||||
Short-term investments:
|
|
|
|
|
|
|
|
|||||||||
Commercial paper
|
—
|
|
|
50,542
|
|
|
—
|
|
|
50,542
|
|
|||||
U.S. Treasury securities
|
—
|
|
|
19,947
|
|
|
—
|
|
|
19,947
|
|
|||||
Corporate bonds
|
—
|
|
|
16,602
|
|
|
—
|
|
|
16,602
|
|
|||||
Total assets measured at fair value
|
$
|
71,925
|
|
|
$
|
123,062
|
|
|
$
|
—
|
|
|
$
|
194,987
|
|
(1)
|
Excludes
$84.8 million
in cash held in our bank accounts at
September 30, 2017
.
|
|
|
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
|
||||||||
|
|
(Thousands)
|
||||||||||||||
Assets:
|
|
|||||||||||||||
Cash and cash equivalents:
(1)
|
|
|
|
|
|
|
|
|||||||||
Money market funds
|
$
|
99,037
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
99,037
|
|
|
Commercial paper
|
—
|
|
|
22,981
|
|
|
—
|
|
|
22,981
|
|
|||||
U.S. agency securities
|
—
|
|
|
15,981
|
|
|
—
|
|
|
15,981
|
|
|||||
Corporate bonds
|
—
|
|
|
2,012
|
|
|
—
|
|
|
2,012
|
|
|||||
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
.
|
|
Three Months Ended
|
||||||
|
September 30, 2017
|
|
October 1, 2016
|
||||
|
(Thousands)
|
||||||
Service cost
|
$
|
157
|
|
|
$
|
172
|
|
Interest cost
|
5
|
|
|
1
|
|
||
Net periodic pension costs
|
$
|
162
|
|
|
$
|
173
|
|
|
Three Months Ended
|
||||||
|
September 30, 2017
|
|
October 1, 2016
|
||||
|
(Thousands)
|
||||||
Warranty provision—beginning of period
|
$
|
4,124
|
|
|
$
|
3,827
|
|
Warranties issued
|
216
|
|
|
1,105
|
|
||
Warranties utilized or expired
|
(120
|
)
|
|
(284
|
)
|
||
Currency translation and other adjustments
|
51
|
|
|
(48
|
)
|
||
Warranty provision—end of period
|
$
|
4,271
|
|
|
$
|
4,600
|
|
|
Capital Leases
|
||
|
(Thousands)
|
||
Fiscal Year Ending:
|
|
||
2018 (remaining)
|
$
|
1,978
|
|
2019
|
851
|
|
|
2020
|
601
|
|
|
2021
|
261
|
|
|
2022
|
—
|
|
|
Thereafter
|
—
|
|
|
Total minimum lease payments
|
3,691
|
|
|
Less amount representing interest
|
(113
|
)
|
|
Present value of capitalized payments
|
3,578
|
|
|
Less: current portion
|
(2,339
|
)
|
|
Long-term portion
|
$
|
1,239
|
|
|
Shares
Available
For Grant
|
|
Stock
Options /
SARs
Outstanding
|
|
Weighted-
Average
Exercise Price
|
|
Time and Performance-based Restricted Stock
Awards / Units
Outstanding
|
|
Weighted-
Average Grant
Date Fair Value
|
|||||||
|
(Thousands)
|
|
(Thousands)
|
|
|
|
(Thousands)
|
|
|
|||||||
Balance at July 1, 2017
|
13,581
|
|
|
1,858
|
|
|
$
|
7.84
|
|
|
5,687
|
|
|
$
|
5.43
|
|
Granted
|
(4,940
|
)
|
|
—
|
|
|
—
|
|
|
3,529
|
|
|
8.33
|
|
||
Exercised or released
|
19
|
|
|
(98
|
)
|
|
3.30
|
|
|
(1,248
|
)
|
|
5.25
|
|
||
Forfeited or expired
|
123
|
|
|
(72
|
)
|
|
26.10
|
|
|
(36
|
)
|
|
5.11
|
|
||
Balance at September 30, 2017
|
8,783
|
|
|
1,688
|
|
|
$
|
7.32
|
|
|
7,932
|
|
|
$
|
6.75
|
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual Life
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(Thousands)
|
|
|
|
(Years)
|
|
(Thousands)
|
|||||
Options and SARs exercisable
|
1,625
|
|
|
$
|
7.52
|
|
|
2.6
|
|
$
|
4,160
|
|
Options and SARs outstanding
|
1,688
|
|
|
$
|
7.32
|
|
|
2.7
|
|
$
|
4,574
|
|
|
Three Months Ended
|
||||||
|
September 30, 2017
|
|
October 1, 2016
|
||||
|
(Thousands)
|
||||||
Stock-based compensation by category of expense:
|
|||||||
Cost of revenues
|
$
|
438
|
|
|
$
|
289
|
|
Research and development
|
867
|
|
|
457
|
|
||
Selling, general and administrative
|
1,894
|
|
|
1,697
|
|
||
|
$
|
3,199
|
|
|
$
|
2,443
|
|
Stock-based compensation by type of award:
|
|
|
|
||||
Stock options
|
$
|
32
|
|
|
$
|
38
|
|
Restricted stock awards
|
3,564
|
|
|
2,647
|
|
||
Inventory adjustment to cost of revenues
|
(297
|
)
|
|
(185
|
)
|
||
Adjustment for development of internal use software
|
(100
|
)
|
|
(57
|
)
|
||
|
$
|
3,199
|
|
|
$
|
2,443
|
|
|
Three Months Ended
|
||||||
|
September 30, 2017
|
|
October 1, 2016
|
||||
|
(Thousands, except per share amounts)
|
||||||
Net income
|
$
|
26,489
|
|
|
$
|
3,351
|
|
|
|
|
|
||||
Weighted-average shares - Basic
|
168,137
|
|
|
132,480
|
|
||
Effect of dilutive potential common shares from:
|
|
|
|
||||
Stock options and stock appreciation rights
|
504
|
|
|
656
|
|
||
Restricted stock units and awards
|
2,208
|
|
|
2,393
|
|
||
Weighted-average shares - Diluted
|
170,849
|
|
|
135,529
|
|
||
|
|
|
|
||||
Basic net income per share
|
$
|
0.16
|
|
|
$
|
0.03
|
|
Diluted net income per share
|
$
|
0.16
|
|
|
$
|
0.02
|
|
|
Three Months Ended
|
||||||
|
September 30, 2017
|
|
October 1, 2016
|
||||
|
(Thousands)
|
||||||
Asia-Pacific:
|
|
|
|
||||
China
|
$
|
41,433
|
|
|
$
|
58,742
|
|
Thailand
|
18,075
|
|
|
21,945
|
|
||
Malaysia
|
2,087
|
|
|
6,326
|
|
||
Other Asia-Pacific
|
3,702
|
|
|
3,338
|
|
||
Total Asia-Pacific
|
$
|
65,297
|
|
|
$
|
90,351
|
|
|
|
|
|
||||
Americas:
|
|
|
|
||||
United States
|
37,690
|
|
|
14,461
|
|
||
Mexico
|
29,486
|
|
|
9,291
|
|
||
Other Americas
|
5,231
|
|
|
2,002
|
|
||
Total Americas
|
$
|
72,407
|
|
|
$
|
25,754
|
|
|
|
|
|
||||
EMEA:
|
|
|
|
||||
Italy
|
6,925
|
|
|
9,305
|
|
||
Germany
|
4,055
|
|
|
3,289
|
|
||
Other EMEA
|
4,816
|
|
|
5,262
|
|
||
Total EMEA
|
$
|
15,796
|
|
|
$
|
17,856
|
|
|
|
|
|
||||
Japan
|
$
|
2,098
|
|
|
$
|
1,531
|
|
|
|
|
|
||||
Total revenues
|
$
|
155,598
|
|
|
$
|
135,492
|
|
|
Three Months Ended
|
||||||
|
September 30, 2017
|
|
October 1, 2016
|
||||
|
(Thousands)
|
||||||
100 Gb/s transmission modules
|
$
|
125,641
|
|
|
$
|
97,771
|
|
40 Gb/s and lower transmission modules
|
29,957
|
|
|
37,721
|
|
||
|
$
|
155,598
|
|
|
$
|
135,492
|
|
|
Three Months Ended
|
|
|
|
Increase
|
|
||||||||||||||
|
September 30, 2017
|
|
October 1, 2016
|
|
Change
|
|
(Decrease)
|
|
||||||||||||
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
(Thousands)
|
|
%
|
|
||||||||
Revenues
|
$
|
155,598
|
|
|
100.0
|
|
$
|
135,492
|
|
|
100.0
|
|
|
$
|
20,106
|
|
|
14.8
|
|
|
Cost of revenues
|
92,894
|
|
|
59.7
|
|
89,136
|
|
|
65.8
|
|
|
3,758
|
|
|
4.2
|
|
|
|||
Gross profit
|
62,704
|
|
|
40.3
|
|
46,356
|
|
|
34.2
|
|
|
16,348
|
|
|
35.3
|
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
16,435
|
|
|
10.6
|
|
13,107
|
|
|
9.7
|
|
|
3,328
|
|
|
25.4
|
|
|
|||
Selling, general and administrative
|
14,866
|
|
|
9.6
|
|
14,792
|
|
|
10.9
|
|
|
74
|
|
|
0.5
|
|
|
|||
Amortization of other intangible assets
|
152
|
|
|
0.1
|
|
244
|
|
|
0.2
|
|
|
(92
|
)
|
|
(37.7
|
)
|
|
|||
Restructuring, acquisition and related (income) expense, net
|
—
|
|
|
—
|
|
311
|
|
|
0.2
|
|
|
(311
|
)
|
|
(100.0
|
)
|
|
|||
(Gain) loss on sale of property and equipment
|
22
|
|
|
—
|
|
(37
|
)
|
|
—
|
|
|
59
|
|
|
n/m
|
|
(1)
|
|||
Total operating expenses
|
31,475
|
|
|
20.2
|
|
28,417
|
|
|
21.0
|
|
|
3,058
|
|
|
10.8
|
|
|
|||
Operating income
|
31,229
|
|
|
20.1
|
|
17,939
|
|
|
13.2
|
|
|
13,290
|
|
|
74.1
|
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income (expense), net
|
434
|
|
|
0.3
|
|
(13,858
|
)
|
|
(10.2
|
)
|
|
14,292
|
|
|
n/m
|
|
(1)
|
|||
Gain (loss) on foreign currency transactions, net
|
489
|
|
|
0.3
|
|
(518
|
)
|
|
(0.4
|
)
|
|
1,007
|
|
|
n/m
|
|
(1)
|
|||
Other income (expense), net
|
574
|
|
|
0.4
|
|
194
|
|
|
0.1
|
|
|
380
|
|
|
195.9
|
|
|
|||
Total other income (expense)
|
1,497
|
|
|
1.0
|
|
(14,182
|
)
|
|
(10.4
|
)
|
|
15,679
|
|
|
n/m
|
|
(1)
|
|||
Income before income taxes
|
32,726
|
|
|
21.0
|
|
3,757
|
|
|
2.8
|
|
|
28,969
|
|
|
771.1
|
|
|
|||
Income tax provision
|
6,237
|
|
|
4.0
|
|
406
|
|
|
0.3
|
|
|
5,831
|
|
|
1,436.2
|
|
|
|||
Net income
|
$
|
26,489
|
|
|
17.0
|
|
$
|
3,351
|
|
|
2.5
|
|
|
$
|
23,138
|
|
|
690.5
|
|
|
(1)
|
Not meaningful.
|
•
|
develop or respond to new technologies or technical standards;
|
•
|
react to changing customer requirements and expectations;
|
•
|
devote needed resources to the development, production, promotion and sale of products;
|
•
|
attain high manufacturing yields on new product designs; and
|
•
|
deliver competitive products at lower prices.
|
•
|
qualify our manufacturing lines and the products we produce in Shenzhen, as required by our customers; and
|
•
|
attract and retain qualified personnel to operate our Shenzhen facility.
|
•
|
failure to realize the potential financial or strategic benefits of the acquisition;
|
•
|
increased costs associated with merged or acquired operations;
|
•
|
increased indebtedness obligations;
|
•
|
economic dilution to gross and operating profit (loss) and earnings (loss) per share;
|
•
|
failure to successfully further develop the combined, acquired or remaining technology, which could, among other things, result in the impairment of amounts recorded as goodwill or other intangible assets;
|
•
|
unanticipated costs and liabilities and unforeseen accounting charges;
|
•
|
difficulty in integrating product offerings;
|
•
|
difficulty in coordinating and rationalizing research and development activities to enhance introduction of new products and technologies with reduced cost;
|
•
|
difficulty in coordinating and integrating the manufacturing activities, including with respect to third-party manufacturers, including coordination, integration or transfers of any manufacturing activities;
|
•
|
delays and difficulties in delivery of products and services;
|
•
|
failure to effectively integrate or separate management information systems, personnel, research and development, marketing, sales and support operations;
|
•
|
difficulty in maintaining internal control procedures and disclosure controls that comply with the requirements of the Sarbanes-Oxley Act of 2002, or poor integration of a target’s procedures and controls;
|
•
|
difficulty in preserving important relationships of our acquired businesses and resolving potential conflicts between business cultures;
|
•
|
uncertainty on the part of our existing customers, or the customers of an acquired company, about our ability to operate effectively after a transaction, and the potential loss of such customers;
|
•
|
loss of key employees;
|
•
|
difficulty in coordinating the global activities of our acquired businesses;
|
•
|
inherited tax liabilities from our acquisitions together with the effect of tax laws and other legal and regulatory regimes due to increasing the scope of our global operating structure;
|
•
|
greater exposure to the impact of foreign currency changes on our business;
|
•
|
the effect of employment law or regulations or other limitations in foreign jurisdictions that could have an impact on timing, amounts or costs of achieving expected synergies; and
|
•
|
substantial demands on our management as a result of these transactions that may limit their time to attend to other operational, financial, business and strategic issues.
|
•
|
currency fluctuations, which could result in increased operating expenses;
|
•
|
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.
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
|
|
||
|
||
|
||
|
||
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
(1)
|
Filed herewith.
|
|
|
OCLARO, INC.
(Registrant)
|
|
|
|
|
|
November 7, 2017
|
|
By:
|
/s/ G
REG
D
OUGHERTY
|
|
|
|
Greg Dougherty
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
November 7, 2017
|
|
By:
|
/s/ P
ETE
M
ANGAN
|
|
|
|
Pete Mangan
Chief Financial Officer
(Principal Financial Officer)
|
1 Year Oclaro, Inc. Chart |
1 Month Oclaro, Inc. Chart |
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