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8-K/A - FORM 8-K/A - OCLARO, INC.d461757d8ka.htm
EX-99.1 - EX-99.1 - OCLARO, INC.d461757dex991.htm

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

Introduction

The following unaudited pro forma condensed combined statements of operations give effect to the merger of a wholly-owned subsidiary of Oclaro, Inc. (Oclaro) with Opnext, Inc. (Opnext). The merger was completed on July 23, 2012, and was accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 805, Business Combinations.

The unaudited pro forma condensed combined statement of operations for the three months ended September 29, 2012 is presented as if the transaction had been consummated on July 3, 2011 and combines the historical results of operations of Oclaro for the three months ended September 29, 2012 and the historical results of operations of Opnext for the period from July 1, 2012 to July 23, 2012, the date the merger was completed.

The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2012 is presented as if the transaction had been consummated on July 3, 2011 and, due to the different fiscal period ends, combines the historical results of operations of Oclaro for the fiscal year ended June 30, 2012, which results were derived from Oclaro’s audited consolidated statement of operations included in its 2012 Annual Report on Form 10-K, and the historical results of operations of Opnext for the four fiscal quarters ended June 30, 2012. This methodology includes Opnext’s reported fiscal quarters ended September 30, 2011, December 31, 2011 and March 31, 2012, and its previously unreported results of operations for the fiscal quarter ended June 30, 2012.

These unaudited pro forma condensed combined statements of operations have been prepared by Oclaro management for illustrative purposes only and are not necessarily indicative of the results of operations in future periods or the results that actually would have been realized had Oclaro and Opnext been a combined company during the specified period. The pro forma adjustments are based on the information available at the time of the preparation of this Amendment No. 2 to Form 8-K. The unaudited pro forma condensed combined statements of operations, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, the historical consolidated financial statements of Oclaro and Opnext, as filed from time to time with the Securities and Exchange Commission.

Oclaro has made certain adjustments to the combined results of operations in arriving at these unaudited pro forma financial results; namely it eliminated revenues and cost of revenues related to product sales between the companies; eliminated depreciation of property and equipment based on historical acquisition cost and reflected depreciation based on the preliminary estimated fair values and useful lives of property and equipment acquired; reversed amortization of intangible assets based on the historical amortization related to Opnext’s existing intangible assets and reflected amortization of identified intangible assets based on the preliminary estimated fair values and useful lives of identified intangible assets recorded as a result of the acquisition; and eliminated acquisition-related transaction costs and its preliminary estimate of the bargain purchase gain, which were directly attributable to the merger but which are not expected to have a continuing impact on the combined entity’s results.

Oclaro has been treated as the acquirer in the merger for accounting purposes. Under the acquisition method of accounting, the purchase price is equivalent to the fair value of the consideration transferred on the date of the completion of the merger. The purchase accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. The impact of changes in the fair value of the assets and liabilities of Opnext that occur prior to completion of Oclaro’s finalization of its accounting for the merger could cause material differences in the information presented.


OCLARO, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 29, 2012

 

     Historical     Pro Forma          Pro Forma  
     Oclaro     Opnext (1)     Adjustments          Combined  
     (Thousands, except per share amounts)  

Revenues

   $ 148,813      $ 11,355      $ (62 )    A    $ 160,106   

Cost of revenues

     130,976        18,893        207      A, B      150,076   

Amortization of intangible assets

     —          361        (361 )    C      —     
  

 

 

   

 

 

   

 

 

      

 

 

 

Gross profit (loss)

     17,837        (7,899     92           10,030   

Operating expenses:

           

Research and development

     25,765        2,990        70      B      28,825   

Selling, general and administrative

     24,566        5,367        (2,267 )    B, D      27,666   

Amortization of intangible assets

     2,026        —          1,175      C      3,201   

Restructuring, acquisition and related costs

     12,636        —          (2,574 )    D      10,062   

Flood-related expense and (gain) loss on sale of property and equipment

     246        —          —             246   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total operating expenses

     65,239        8,357        (3,596        70,000   
  

 

 

   

 

 

   

 

 

      

 

 

 

Operating loss

     (47,402     (16,256     3,688           (59,970

Other income (expense):

           

Interest income (expense), net

     (478     (49     —             (527

Other income (expense), net

     39,656        554        (39,460   E      750   
  

 

 

   

 

 

   

 

 

      

 

 

 

Total other income (expense)

     39,178        505        (39,460        223   
  

 

 

   

 

 

   

 

 

      

 

 

 

Loss before income taxes

     (8,224     (15,751     (35,772        (59,747

Income tax provision

     1,183        62        —             1,245   
  

 

 

   

 

 

   

 

 

      

 

 

 

Net loss

   $ (9,407   $ (15,813   $ (35,772      $ (60,992
  

 

 

   

 

 

   

 

 

      

 

 

 

Net loss per share:

           

Basic and diluted

   $ (0.12          $ (0.68

Shares used in computing net loss per share:

           

Basic and diluted

     80,219          F      89,507   

 

(1) The historical results of Opnext, Inc. are for the period from July 1, 2012 to July 23, 2012, which was the date the merger was completed.

See accompanying notes to unaudited pro forma condensed combined statements of operations.

The pro forma adjustments are explained in Note 3.


OCLARO, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE FISCAL YEAR ENDED JUNE 30, 2012

 

     Historical     Pro Forma         Pro Forma  
     Oclaro     Opnext     Adjustments         Combined  
     (Thousands, except per share amounts)  

Revenues

   $ 385,458      $ 279,281      $ (1,337 )    A   $ 663,402   

Cost of revenues

     315,413        252,447        2,542      A, B     570,402   

Amortization of intangible assets

     —          5,780        (5,780 )    C     —     
  

 

 

   

 

 

   

 

 

     

 

 

 

Gross profit

     70,045        21,054        1,901          93,000   

Operating expenses:

          

Research and development

     67,003        57,185        321      B     124,509   

Selling, general and administrative

     62,541        59,491        (4,503 )    B, D     117,529   

Amortization of intangible assets

     3,000        713        5,787      C     9,500   

Restructuring, acquisition and related costs

     10,361        —          (2,117 )    D     8,244   

Flood-related (income) expense, net

     2,458        10,125        —            12,583   

(Gain) loss on sale of property and equipment

     (11,566     —          —            (11,566
  

 

 

   

 

 

   

 

 

     

 

 

 

Total operating expenses

     133,797        127,514        (512       260,799   
  

 

 

   

 

 

   

 

 

     

 

 

 

Operating loss

     (63,752     (106,460     2,413          (167,799

Other income (expense):

          

Interest income (expense), net

     (1,121     (824     —            (1,945

Other income (expense), net

     5,354        1,974        —            7,328   
  

 

 

   

 

 

   

 

 

     

 

 

 

Total other income (expense)

     4,233        1,150        —            5,383   
  

 

 

   

 

 

   

 

 

     

 

 

 

Loss before income taxes

     (59,519     (105,310     2,413          (162,416

Income tax provision

     6,984        88        —            7,072   
  

 

 

   

 

 

   

 

 

     

 

 

 

Net loss

   $ (66,503   $ (105,398   $ 2,413        $ (169,488
  

 

 

   

 

 

   

 

 

     

 

 

 

Net loss per share:

          

Basic and diluted

   $ (1.32   $ (1.17       $ (1.91

Shares used in computing net loss per share:

          

Basic and diluted

     50,396        90,371        F     88,812   

See accompanying notes to unaudited pro forma condensed combined financial statements of operations.

The pro forma adjustments are explained in Note 3.


NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

1. Description of Transaction

On March 26, 2012, Oclaro entered into an Agreement and Plan of Merger and Reorganization, by and among Opnext, Tahoe Acquisition Sub, Inc., a newly formed wholly-owned subsidiary of Oclaro (Merger Sub) and Oclaro, pursuant to which Oclaro acquired Opnext through a merger of Merger Sub with and into Opnext. On July 23, 2012, Oclaro completed the acquisition following approval by the stockholders of both companies. Oclaro’s preliminary accounting for the merger is more fully discussed in Note 5, Business Combinations, to Oclaro’s quarterly report on Form 10-Q for the quarterly period ended September 29, 2012.

2. Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical financial statements of Oclaro and Opnext. For ease of reference, all pro forma financial statements use Oclaro’s period end dates and Opnext’s reported financial information has been recast accordingly to correspond to period end dates that are close to Oclaro’s period end dates by adding Opnext’s comparable quarterly periods as necessary.

Under ASC Topic 805, acquisition-related transaction costs (such as advisory, legal, valuation, other professional fees) are not included as a component of consideration transferred and are excluded from the unaudited pro forma condensed combined statements of operations. Such costs will be expensed in the historical statements of operations in the period incurred. Oclaro expects to incur total acquisition-related transaction costs of approximately $4.7 million, of which $1.7 million was expensed in the fiscal year ended June 30, 2012 and $2.6 million was incurred in the three months ended September 29, 2012. Opnext incurred total acquisition-related transaction costs of approximately $7.0 million, of which $4.9 million was expensed in the twelve months ended June 30, 2012 and $2.1 million was incurred in the three months ended September 29, 2012.

3. Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

Pro forma adjustments are necessary to eliminate transactions between Oclaro and Opnext and to reflect changes in depreciation and amortization expense resulting from the estimated fair value adjustments to net tangible and intangible assets. The following pro forma adjustments are included in the unaudited pro forma condensed combined financial statements:

Footnotes to Pro Forma Condensed Combined Statement of Operations for the Three Months Ended September 29, 2012 and for the Fiscal Year Ended June 30, 2012

 

  (A) Revenues and Cost of Revenues — To eliminate revenues and cost of revenues related to product sales by Oclaro to Opnext.

 

  (B) Depreciation — To eliminate the depreciation related to Opnext’s property and equipment based on historical acquisition cost and reflect depreciation based on the preliminary estimated fair values and useful lives of property and equipment recorded in Oclaro’s September 29, 2012 balance sheet as a result of the merger.

 

  (C) Intangible Amortization — To eliminate the historical amortization related to Opnext’s existing intangible assets and reflect amortization of identified intangible assets based on the preliminary estimated fair values and useful lives of identified intangible assets recorded in Oclaro’s September 29, 2012 balance sheet as a result of the merger.

 

  (D) To eliminate acquisition related transaction costs, which are directly attributable to the merger, but which are not expected to have a continuing impact on the combined entity’s results, of $2.6 million for Oclaro and $2.1 million for Opnext which were incurred during the three months ended September 29, 2012 and $1.7 million for Oclaro and $4.9 million for Opnext which were incurred during the fiscal year ended June 30, 2012.


  (E) Gain on Bargain Purchase — To eliminate the preliminary estimate of the bargain purchase gain of $39.5 million recorded by Oclaro during the three months ended September 29, 2012, which was directly attributable to the merger but which is not expected to have a continuing impact on the combined entity’s results.

 

  (F) Loss per Share — The unaudited pro forma condensed combined basic and diluted loss per share calculations are based on the combined basic and diluted weighted-average shares, after giving effect to the exchange ratio. The historical basic and diluted weighted average shares of Opnext are assumed to be replaced by the shares issued by Oclaro to effect the merger as follows:

 

     Three Months
Ended
September 29,
2012
     Year Ended
June 30, 2012
 
     (Thousands)  

Weighted-average shares used in computing net loss per share (basic and diluted)

     80,219         50,396   

Weighted incremental shares issued by Oclaro

     9,288         38,416   
  

 

 

    

 

 

 

Pro forma weighted-average shares used in computing net loss per share (basic and diluted)

     89,507         88,812