EX-99.1 2 q3-15exhibit991.htm EXHIBIT 99.1 Q3-15 Exhibit 99.1


 
Oclaro Announces Third Quarter Fiscal Year 2015 Financial Results
SAN JOSE, Calif., – May 5, 2015 – Oclaro, Inc. (Nasdaq: OCLR), a leading provider and innovator of optical communications solutions, today announced the financial results for its third quarter of fiscal year 2015, which ended March 28, 2015.

“Our March quarter results came in at the higher end of our guidance ranges despite the impact of the annual price declines inherent in the first calendar quarter of every year. During the quarter, we raised approximately $62 million to further strengthen our balance sheet and to support the expansion of our 100G product portfolio,” said Greg Dougherty, Chief Executive Officer, Oclaro. “These results further demonstrate the continuing benefits that our cost management and portfolio improvement programs are having on our bottom line. In addition, we continue to be on track to achieve our Adjusted EBITDA breakeven objective this calendar year.”

Results for the Third Quarter of Fiscal 2015
•
Revenues were $83.0 million for the third quarter of fiscal 2015, compared with revenues of $86.8 million in the second quarter of fiscal 2015. The Company’s industrial and consumer business, which was sold on October 27, 2014, contributed $1.8 million of revenue in the second quarter of fiscal 2015.
•
GAAP gross margin was 15.3% for the third quarter of fiscal 2015, compared with a GAAP gross margin of 15.9% in the second quarter of fiscal 2015.
•
Non-GAAP gross margin was 15.8% for the third quarter of fiscal 2015, compared with a non-GAAP gross margin of 16.5% in the second quarter of fiscal 2015.
•
GAAP operating loss was $13.4 million for the third quarter of fiscal 2015. This compares with a GAAP operating loss of $3.8 million for the second quarter of fiscal 2015, which included a gain of $8.3 million resulting from the sale of the industrial and consumer business.
•
Non-GAAP operating loss was $9.5 million for the third quarter of fiscal 2015, compared with a non-GAAP operating loss of $9.8 million in the second quarter of fiscal 2015.
•
GAAP net loss for the third quarter of fiscal 2015 was $10.2 million. This compares with a GAAP net loss of $12.3 million in the second quarter of fiscal 2015.
•
Non-GAAP net loss for the third quarter of fiscal 2015 was $9.4 million. This compares with a non-GAAP net loss of $9.9 million in the second quarter of fiscal 2015.
•
Adjusted EBITDA was negative $5.3 million for the third quarter of fiscal 2015, compared with negative $5.5 million in the second quarter of fiscal 2015.
•
Cash, cash equivalents, restricted cash, and short-term investments were $123.9 million at March 28, 2015. On February 19, 2015, the Company completed a placement of $65.0 million of 6.00% Convertible Senior Notes Due 2020, for a net increase of approximately $61.6 million.

Fourth Quarter Fiscal Year 2015 Outlook
The guidance for the quarter ending June 27, 2015 is:
•
Revenues in the range of $77 million to $83 million.
•
Non-GAAP gross margin in the range of 15% to 19%.
•
Adjusted EBITDA in the range of negative $6 million to negative $2 million.

The foregoing guidance is based on current expectations. These statements are forward looking, and actual results may differ materially. Please see the Safe Harbor Statement in this earnings release for a description of certain important risk factors that could cause actual results to differ, and refer to Oclaro’s most recent annual and quarterly reports on file with the Securities and Exchange Commission (SEC) for a more complete description of these risks. Furthermore, our outlook excludes items that may be required by GAAP, including, but not limited to, restructuring and related costs, acquisition or disposal related costs, expenses or income from certain legal actions, settlements and related costs outside our normal course of business, impairments of other long-lived assets, depreciation and amortization, extraordinary items, as well as the expensing of stock options and




restricted stock grants. We do not intend to update this guidance as a result of developments occurring after the date of this release.


Conference Call
Oclaro will hold a conference call to discuss financial results for the third quarter of fiscal year 2015 today at 2:00 p.m. PT/5:00 p.m. ET. To listen to the live conference call, please dial (913) 312-9325. A replay of the conference call will be available through May 19, 2015. To access the replay, dial (858) 384-5517. The passcode for the replay is 8325182. A webcast of this call and a supplemental presentation will be available in the investor section of Oclaro’s website at www.oclaro.com.

About Oclaro
Oclaro, Inc. (Nasdaq: OCLR), is a leader in optical components, modules and subsystems for the core optical, enterprise and data center markets. Leveraging more than three decades of laser technology innovation, photonics integration, and subsystem design, Oclaro's solutions are at the heart of the fast optical networks and high-speed interconnects driving the next wave of streaming video, cloud computing, voice over IP and other bandwidth-intensive and high-speed applications. For more information, visit www.oclaro.com or follow on Twitter at @OclaroInc.

Copyright 2015. All rights reserved. Oclaro, the Oclaro logo, and certain other Oclaro trademarks and logos are trademarks and/or registered trademarks of Oclaro, Inc. or its subsidiaries in the US and other countries. All other trademarks are the property of their respective owners. Information in this release is subject to change without notice.


Safe Harbor Statement
This press release, in association with Oclaro’s third quarter fiscal year 2015 financial results conference call, contains statements about management’s future expectations, plans or prospects of Oclaro and its business, and together with the assumptions underlying these statements, constitute forward-looking statements for the purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements concerning (i) financial targets and expectations and progress toward Oclaro’s target business model, including financial guidance for the fiscal quarter ending June 27, 2015 regarding revenue, non-GAAP gross margin and Adjusted EBITDA, (ii) market interest in Oclaro’s 100G products, (iii) the impact of the recent acquisition by Ushio Opto of Oclaro’s industrial and consumer business and (iv) Oclaro’s future financial performance and operating prospects. Such statements can be identified by the fact that they do not relate strictly to historical or current facts and may contain words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “outlook,” “could,” “target,” “model,” and other words and terms of similar meaning in connection with any discussion of future operations or financial performance. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including (i) Oclaro's ability to timely develop, commercialize and ramp the production of new products, (ii) Oclaro's ability to increase the percentage of sales associated with its new products, (iii) Oclaro's ability to respond to evolving technologies, customer requirements and demands, and product design challenges, (iv) Oclaro's dependence on a limited number of customers for a significant percentage of its revenues, (v) Oclaro's ability to maintain strong relationships with certain customers, (vi) the effects of fluctuating product mix on Oclaro's results, (vii) competition and pricing pressure, (viii) Oclaro's ability to effectively manage its inventory, (ix) Oclaro's ability to meet or exceed its gross margin expectations, (x) the effects of fluctuations in foreign currency exchange rates, (xi) Oclaro’s ability to maintain or increase its cash reserves and obtain debt or equity-based financing on acceptable terms or at all, (xii) the future performance of Oclaro and its ability to effectively restructure its operations and business, (xiii) Oclaro's ability to effectively compete with companies that have greater name recognition, broader customer relationships and substantially greater financial, technical and marketing resources, (xiv) Oclaro's ability to timely capitalize on any increase in market demand, (xv) Oclaro’s ability to service and repay its outstanding indebtedness pursuant to the terms of the applicable agreements, (xvi) the potential inability to realize the expected benefits of asset dispositions, (xvii) the sale of businesses which may or may not arise in connection with executing Oclaro's restructuring plans, (xviii) Oclaro's ability to reduce costs and operating expenses, (xix) increased costs related to downsizing and compliance with regulatory and legal requirements in connection with such downsizing, (xx) the risks associated with Oclaro's international operations, (xxi) the impact of continued uncertainty in world financial markets and any resulting reduction in demand for Oclaro's products, (xxii) the outcome of tax audits or similar proceedings, (xxiii) the outcome of pending litigation against Oclaro, and (xxiv) other factors described in Oclaro’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and other documents it periodically files with the SEC. The forward-looking statements included in this announcement represent Oclaro’s view as of the date of this announcement. Oclaro anticipates that subsequent events and developments may cause Oclaro’s views and expectations to change. Oclaro specifically disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.

  




Non-GAAP Financial Measures
Oclaro provides certain supplemental non-GAAP financial measures to its investors as a complement to the most comparable GAAP measures. The GAAP measure most directly comparable to non-GAAP gross margin rate is gross margin rate. The GAAP measure most directly comparable to non-GAAP operating income/loss and Adjusted EBITDA is operating income/loss. The GAAP measure most directly comparable to non-GAAP net income/loss is net income/loss. An explanation and reconciliation of each of these non-GAAP financial measures to GAAP information is set forth below.

Oclaro believes that providing these non-GAAP measures to its investors, in addition to corresponding income statement measures, provides investors the benefit of viewing Oclaro’s performance using the same financial metrics that the management team uses in making many key decisions and evaluating how Oclaro’s “core operating performance” and its results of operations may look in the future. Oclaro defines “core operating performance” as its ongoing performance in the ordinary course of its operations. Items that are non-recurring or do not involve cash expenditures, such as impairment charges, income taxes, restructuring and severance programs, costs relating to specific major projects (such as acquisitions), non-cash compensation related to stock and options and certain income, purchase accounting adjustments related to the fair market value of acquired inventories, costs to outsource our back-end manufacturing activities, write-offs and expenses related to flooding in Thailand, including advance payments received from insurers, impairment of fixed assets and inventory and related expenses, are not included in Oclaro’s view of “core operating performance.” Management does not believe these items are reflective of Oclaro’s ongoing core operations and accordingly excludes those items from non-GAAP gross margin rate, non-GAAP operating income/loss, non-GAAP net income/loss and Adjusted EBITDA. Additionally, each non-GAAP measure has historically been presented by Oclaro as a complement to its most comparable GAAP measure, and Oclaro believes that the continuation of this practice increases the consistency and comparability of Oclaro’s earnings releases.

Non-GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States of America. Non-GAAP measures should not be considered in isolation from or as a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from non-GAAP measures used by other companies.

Adjusted EBITDA
Adjusted EBITDA is calculated as operating income/loss excluding the impact of depreciation and amortization, restructuring, acquisition and related costs, non-cash compensation related to stock and options, purchase accounting adjustments related to the fair market value of acquired inventories, impairment of intangible assets and goodwill and certain other one-time charges and credits, including flood related advance payments received from insurers, impairment of fixed assets and inventory and related expenses, specifically identified in the non-GAAP reconciliation schedules set forth below. Oclaro uses Adjusted EBITDA in evaluating Oclaro’s historical and prospective cash usage, as well as its cash usage relative to its competitors. Specifically, management uses this non-GAAP measure to further understand and analyze the cash used in/generated from Oclaro’s core operations. Oclaro believes that by excluding these non-cash and non-recurring charges, more accurate expectations of its future cash needs can be assessed in addition to providing a better understanding of the actual cash used in or generated from core operations for the periods presented. Oclaro further believes that providing this information allows Oclaro’s investors greater transparency and a better understanding of Oclaro’s core cash position.

 
 
 
 
Oclaro, Inc. Contact 
 
Investor Contact 
 
Pete Mangan
 
Jim Fanucchi
 
Chief Financial Officer
 
Darrow Associates, Inc.
 
(408) 383-1400
 
(408) 404-5400
 
ir@oclaro.com
 
ir@oclaro.com
 





OCLARO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

     
 
Three Months Ended
 
 
March 28, 2015
 
December 27, 2014
 
March 29, 2014
 
 
(Thousands, except per share amounts)
 
Revenues
$
83,023

 
$
86,820

 
$
95,398

 
Cost of revenues
70,323

 
73,054

 
84,298

 
Gross profit
12,700

 
13,766

 
11,100

 
Operating expenses:
 
 
 
 
 
 
Research and development
11,732

 
11,721

 
14,624

 
Selling, general and administrative
12,048

 
13,646

 
17,437

 
Amortization of other intangible assets
194

 
269

 
418

 
Restructuring, acquisition and related (income) expense, net (1)
2,246

 
(8,038
)
 
3,068

 
Flood related (income) expense
—

 
—

 
(1,657
)
 
Gain on sale of property and equipment
(138
)
 
(26
)
 
(326
)
 
Total operating expenses
26,082

 
17,572

 
33,564

 
Operating loss
(13,382
)
 
(3,806
)
 
(22,464
)
 
Other income (expense):
 
 
 
 
 
 
Interest income (expense), net
(599
)
 
(89
)
 
(29
)
 
Gain (loss) on foreign currency transactions, net
2,892

 
(675
)
 
625

 
Other income (expense), net
366

 
329

 
(56
)
 
Total other income (expense)
2,659

 
(435
)
 
540

 
Loss from continuing operations before income taxes
(10,723
)
 
(4,241
)
 
(21,924
)
 
Income tax provision (benefit)
(537
)
 
(38
)
 
745

 
Loss from continuing operations
(10,186
)
 
(4,203
)
 
(22,669
)
 
Loss from discontinued operations, net of tax (2)
—

 
(8,080
)
 
(252
)
 
Net loss
$
(10,186
)
 
$
(12,283
)
 
$
(22,921
)
 
Basic and diluted net loss per share:
 
 
 
 
 
 
Loss per share from continuing operations
$
(0.09
)
 
$
(0.04
)
 
$
(0.22
)
 
Loss per share from discontinued operations
—

 
(0.07
)
 
—

 
Basic and diluted net loss per share
$
(0.09
)
 
$
(0.11
)
 
$
(0.22
)
 
Shares used in computing net loss per share:
 
 
 
 
 
 
Basic
108,357

 
107,849

 
105,487

 
Diluted
108,357

 
107,849

 
105,487

 

(1) The three month period ending December 27, 2014 contains a gain of approximately $8.3 million relating to the sale of the Company’s industrial and consumer business on October 27, 2014.
(2) The three month period ending December 27, 2014 contains a charge of approximately $7.7 million relating to the release of amounts originally held back at the time of sale of our Amplifier and Zurich Businesses, as part of a Settlement Agreement with II-VI, Inc. on December 30, 2014.





OCLARO, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
CONTINUING OPERATIONS
(Unaudited)
 
Three Months Ended
 
 
March 28, 2015
 
December 27, 2014
 
March 29, 2014
 
 
(Thousands, except per share amounts)
 
Reconciliation of GAAP gross margin rate to non-GAAP gross margin rate:
 
 
 
 
 
 
GAAP gross profit
$
12,700

 
$
13,766

 
$
11,100

 
Outsource transition costs
—

 
—

 
353

 
Stock-based compensation in cost of revenues
434

 
576

 
244

 
Non-GAAP gross profit
$
13,134

 
$
14,342

 
$
11,697

 
GAAP gross margin rate
15.3
%
 
15.9
%
 
11.6
%
 
Non-GAAP gross margin rate
15.8
%
 
16.5
%
 
12.3
%
 
Reconciliation of GAAP operating loss to non-GAAP operating loss and adjusted EBITDA:
 
 
 
 
 
 
GAAP operating loss
$
(13,382
)
 
$
(3,806
)
 
$
(22,464
)
 
Stock-based compensation
1,575

 
1,756

 
2,985

 
Amortization of intangible assets
194

 
269

 
418

 
Restructuring, acquisition and related costs (3)
2,246

 
(8,038
)
 
3,068

 
Flood related (income) expense
—

 
—

 
(1,657
)
 
Outsource transition costs
—

 
—

 
509

 
(Gain) loss on sales of property and equipment
(138
)
 
(26
)
 
(326
)
 
Non-GAAP operating loss
$
(9,505
)
 
$
(9,845
)
 
$
(17,467
)
 
Depreciation expense
4,209

 
4,329

 
5,142

 
Adjusted EBITDA
$
(5,296
)
 
$
(5,516
)
 
$
(12,325
)
 
Reconciliation of GAAP loss to non-GAAP loss from continuing operations:
 
 
 
 
 
 
GAAP loss from continuing operations
$
(10,186
)
 
$
(4,203
)
 
$
(22,669
)
 
Stock-based compensation
1,575

 
1,756

 
2,985

 
Amortization of intangible assets
194

 
269

 
418

 
Restructuring, acquisition and related costs (3)
2,246

 
(8,038
)
 
3,068

 
Flood related (income) expense
—

 
—

 
(1,657
)
 
Other (income) expense items, net
(366
)
 
(329
)
 
56

 
Outsource transition costs
—

 
—

 
509

 
(Gain) loss on foreign currency translation
(2,892
)
 
675

 
(625
)
 
Non-GAAP loss from continuing operations
$
(9,429
)
 
$
(9,870
)
 
$
(17,915
)
 
Non-GAAP loss per share-continuing operations:
 
 
 
 
 
 
Basic
$
(0.09
)
 
$
(0.09
)
 
$
(0.17
)
 
Diluted
$
(0.09
)
 
$
(0.09
)
 
$
(0.17
)
 
Shares used in computing Non-GAAP loss per share-continuing operations:
 
 
 
 
 
 
Basic
108,357

 
107,849

 
105,487

 
Diluted
108,357

 
107,849

 
105,487

 









 
Three Months Ended
 
 
March 28, 2015
 
December 27, 2014
 
March 29, 2014
 
 
(Thousands, except per share amounts)
 
Stock-based compensation for the above included the following:
 
 
 
 
 
 
Cost of revenues
$
434

 
$
576

 
$
244

 
Research and development
396

 
410

 
249

 
Selling, general and administrative
745

 
770

 
2,492

 
Total
$
1,575

 
$
1,756

 
$
2,985

 
 
 
 
 
 
 
 
Outsource transition cost for the above included the following:
 
 
 
 
 
 
Cost of revenues
$
—

 
$
—

 
$
353

 
Research and development
—

 
—

 
156

 
Total
$
—

 
$
—

 
$
509

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

(3) The three month period ending December 27, 2014 contains a gain of approximately $8.3 million relating to the sale of the Company’s industrial and consumer business on October 27, 2014.





OCLARO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
March 28, 2015
 
June 28, 2014
 
(Thousands, except par value)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
119,809

 
$
98,973

Restricted cash
4,101

 
5,055

Short-term investments
—

 
95

Accounts receivable, net
81,440

 
82,872

Inventories
65,346

 
71,099

Prepaid expenses and other current assets
24,322

 
45,275

Total current assets
295,018

 
303,369

Property and equipment, net
41,401

 
50,768

Other intangible assets, net
2,792

 
8,536

Other non-current assets
3,059

 
3,012

Total assets
$
342,270

 
$
365,685

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
57,757

 
$
71,283

Accrued expenses and other liabilities
36,260

 
51,492

Capital lease obligations, current
3,923

 
5,387

Total current liabilities
97,940

 
128,162

Deferred gain on sale-leasebacks
8,697

 
10,711

Convertible notes payable
61,673

 
—

Capital lease obligations, non-current
1,688

 
4,539

Other non-current liabilities
10,346

 
14,345

Total liabilities
180,344

 
157,757

Stockholders’ equity:
 
 
 
Preferred stock
 
 
 
Common stock
1,098

 
1,077

Additional paid-in capital
1,463,016

 
1,458,487

Accumulated other comprehensive income
38,135

 
45,864

Accumulated deficit
(1,340,323
)
 
(1,297,500
)
Total stockholders’ equity
161,926

 
207,928

Total liabilities and stockholders’ equity
$
342,270

 
$
365,685