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EX-99.2 - INVESTOR PRESENTATION - OCLARO, INC.exhibit992.htm
8-K - 8-K - OCLARO, INC.oclrform8-kq3x14epr.htm


 
Oclaro Announces Third Quarter Fiscal Year 2014 Financial Results
SAN JOSE, Calif., – May 6, 2014 – 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 2014, which ended March 29, 2014.

“While the March quarter results did not meet our expectations, we continued to make good progress on our turnaround plan.  Gross margin was negatively impacted by certain product rationalization and ramp decisions made during the quarter and issues related to management of our contract manufacturers. These actions masked the progress that we made in executing our restructuring plan, in particular our continued reduction of operating and manufacturing overhead costs, which establish the foundation for improved financial performance,” said Greg Dougherty, Oclaro CEO. “In addition, we continue to see strong customer interest for our new 100G products and technology.  Overall, our turnaround remains on track."
Results for the Third Quarter of Fiscal 2014

Revenues were $95.4 million for the third quarter of fiscal 2014, compared with revenues of $102.9 million in the second quarter of fiscal 2014.
GAAP gross margin was 12% for the third quarter of fiscal 2014, compared with a GAAP gross margin of 16% in the second quarter of fiscal 2014.
Non-GAAP gross margin was 12% for the third quarter of fiscal 2014, compared with a non-GAAP gross margin of 17% in the second quarter of fiscal 2014.
GAAP operating loss was $22.5 million for the third quarter of fiscal 2014. This compares with a GAAP operating loss of $25.3 million for the second quarter of fiscal 2014.
Non-GAAP operating loss was $17.5 million for the third quarter of fiscal 2014, compared with a non-GAAP operating loss of $16.8 million in the second quarter of fiscal 2014.
GAAP net loss for the third quarter of fiscal 2014 was $22.9 million. This compares with GAAP net income of $31.5 million in the second quarter of fiscal 2014, which included approximately $69.5 million of income related to the discontinued operations.
Non-GAAP loss from continuing operations for the third quarter of fiscal 2014 was $17.9 million. This compares with a non-GAAP loss from continuing operations of $27.0 million in the second quarter of fiscal 2014.
Adjusted EBITDA was negative $12.3 million for the third quarter of fiscal 2014, compared with negative $10.7 million in the second quarter of fiscal 2014.
Cash, cash equivalents, restricted cash, and short-term investments were $122 million at March 29, 2014.

Fourth Quarter Fiscal Year 2014 Outlook
The guidance for the fourth quarter of fiscal 2014, which ends June 28, 2014, is:
Revenues in the range of $90 million to $100 million.
Non-GAAP gross margin in the range of 12% to 16%.
Adjusted EBITDA in the range of negative $13 million to negative $9 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 2014 today at 2:00 p.m. PT/5:00 p.m. ET. To listen to the live conference call, please dial (480) 629-9760. A replay of the conference call will be available through May 20, 2014. To access the replay, dial (858) 384-5517. The passcode for the replay is 4678519. 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 http://www.oclaro.com.

Copyright 2014. 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 U.S. and other countries. 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 2014 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 28, 2014 regarding revenue, non-GAAP gross margin and Adjusted EBITDA, (ii) the status of Oclaro’s restructuring plan and (iii) market interest in Oclaro’s 100G products 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) the effect of receiving a “going concern” statement in our auditors report on our 2013 consolidated financial statements, (ii) the future performance of Oclaro and its ability to effectively restructure its operations and business following the sale of its Zurich and Amplifier businesses in accordance with its business plan, (iii) our dependence on a limited number of customers for a significant percentage of our revenues, (iv) our ability to maintain strong relationships with certain customers, (v) our ability to effectively and efficiently transition to an outsourced back-end assembly and test model, (vi) the potential inability to realize the expected benefits of asset dispositions, (vii) the sale of businesses which may or may not arise in connection with executing our restructuring plans, (viii) the impact of continued uncertainty in world financial markets and any resulting reduction in demand for our products, (ix) our ability to meet or exceed our gross margin expectations, (x) the effects of fluctuating product mix on our results, (xi) our ability to timely develop and commercialize new products, (xii) our ability to reduce costs and operating expenses, (xiii) our ability to respond to evolving technologies and customer requirements and demands, (xiv) our ability to effectively compete with companies that have greater name recognition, broader customer relationships and substantially greater financial, technical and marketing resources than we do, (xv) our ability to timely capitalize on any increase in market demand, (xvi) increased costs related to downsizing and compliance with regulatory and legal requirements in connection with such downsizing, (xvii) competition and pricing pressure, (xviii) the risks associated with our international operations, (xix) the outcome of tax audits or similar proceedings, (xx) the outcome of pending litigation against the company, (xxi) Oclaro’s ability to maintain or increase its cash reserves and obtain debt or equity-based financing on terms acceptable to it or at all, and (xxii) 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), gain on bargain purchase, 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, gain on bargain purchase, 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 29, 2014
 
December 28, 2013
 
March 30, 2013
 
(Thousands, except per share amounts)
Revenues
$
95,398

 
$
102,914

 
$
101,539

Cost of revenues
84,298

 
86,001

 
95,939

Gross profit
11,100

 
16,913

 
5,600

Operating expenses:
 
 
 
 
 
Research and development
14,624

 
16,424

 
19,231

Selling, general and administrative
17,437

 
18,557

 
19,078

Amortization of other intangible assets
418

 
417

 
1,219

Restructuring, acquisition and related expense, net
3,068

 
6,721

 
2,782

Flood-related (income) expense, net
(1,657
)
 
(140
)
 
(11,548
)
Loss on sale of property and equipment
(326
)
 
205

 
74

Total operating expenses
33,564

 
42,184

 
30,836

Operating loss
(22,464
)
 
(25,271
)
 
(25,236
)
Other income (expense):
 
 
 
 
 
Interest income (expense), net
(29
)
 
(8,532
)
 
(1,103
)
Gain (loss) on foreign currency transactions, net
625

 
(2,848
)
 
(6,788
)
Other income (expense), net
(56
)
 
28

 
(3,760
)
Total other income (expense)
540

 
(11,352
)
 
(11,651
)
Loss from continuing operations before income taxes
(21,924
)
 
(36,623
)
 
(36,887
)
Income tax provision
745

 
1,424

 
148

Loss from continuing operations
(22,669
)
 
(38,047
)
 
(37,035
)
Income (loss) from discontinued operations, net of tax
(252
)
 
69,538

 
(2,971
)
Net income (loss)
$
(22,921
)
 
$
31,491

 
$
(40,006
)
Basic and diluted net income (loss) per share:
 
 
 
 
 
Loss per share from continuing operations
$
(0.22
)
 
$
(0.41
)
 
$
(0.41
)
Income per share from discontinued operations

 
0.75

 
(0.03
)
Basic and diluted net income (loss) per share
$
(0.22
)
 
$
0.34

 
$
(0.44
)
Shares used in computing net income (loss) per share:
 
 
 
 
 
Basic
105,487

 
93,204

 
90,263

Diluted
105,487

 
93,204

 
90,263






OCLARO, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
CONTINUING OPERATIONS
(Unaudited)
 
Three Months Ended
 
March 29, 2014
 
December 28, 2013
 
March 30, 2013
 
(Thousands, except per share amounts)
Reconciliation of GAAP gross margin rate to non-GAAP gross margin rate:
 
 
 
 
 
GAAP gross profit
$
11,100

 
$
16,913

 
$
5,600

Outsource transition costs
353

 
419

 
871

Stock-based compensation in cost of revenues
244

 
250

 
488

Non-GAAP gross profit
$
11,697

 
$
17,582

 
$
6,959

GAAP gross margin rate
11.6
%
 
16.4
%
 
5.5
%
Non-GAAP gross margin rate
12.3
%
 
17.1
%
 
6.9
%
Reconciliation of GAAP operating loss to non-GAAP operating loss and adjusted EBITDA:
 
 
 
 
 
GAAP operating loss
$
(22,464
)
 
$
(25,271
)
 
$
(25,236
)
Stock-based compensation
2,985

 
846

 
1,583

Amortization of intangible assets
418

 
417

 
1,219

Restructuring, acquisition and related costs
3,068

 
6,721

 
2,782

Flood-related (income) expense, net
(1,657
)
 
(140
)
 
(11,548
)
Outsource transition costs
509

 
419

 
871

Loss on sales of property and equipment
(326
)
 
205

 
74

Non-GAAP operating loss
$
(17,467
)
 
$
(16,803
)
 
$
(30,255
)
Depreciation expense
5,142

 
6,089

 
6,525

Adjusted EBITDA
$
(12,325
)
 
$
(10,714
)
 
$
(23,730
)
Reconciliation of GAAP loss from continuing operations to non-GAAP loss from continuing operations:
 
 
 
 
 
GAAP loss from continuing operations
$
(22,669
)
 
$
(38,047
)
 
$
(37,035
)
Stock-based compensation
2,985

 
846

 
1,583

Amortization of intangible assets
418

 
417

 
1,219

Restructuring, acquisition and related costs
3,068

 
6,721

 
2,782

Flood-related (income) expense, net
(1,657
)
 
(140
)
 
(11,548
)
Other (income) expense items, net
56

 
(28
)
 
3,760

Outsource transition costs
509

 
419

 
871

(Gain) loss on foreign currency translation
(625
)
 
2,848

 
6,788

Non-GAAP loss from continuing operations
$
(17,915
)
 
$
(26,964
)
 
$
(31,580
)
Non-GAAP loss per share-continuing operations:
 
 
 
 
 
Basic
$
(0.17
)
 
$
(0.29
)
 
$
(0.35
)
Diluted
$
(0.17
)
 
$
(0.29
)
 
$
(0.35
)
Shares used in computing Non-GAAP loss per share-continuing operations:
 
 
 
 
 
Basic
105,487

 
93,204

 
90,263

Diluted
105,487

 
93,204

 
90,263











 
Three Months Ended
 
March 29, 2014
 
December 28, 2013
 
March 30, 2013
 
(Thousands, except per share amounts)
Stock-based compensation for the above included the following:
 
 
 
 
 
Cost of revenues
$
244

 
$
250

 
$
488

Research and development
249

 
206

 
380

Selling, general and administrative
2,492

 
390

 
715

Total
$
2,985

 
$
846

 
$
1,583

 
 
 
 
 
 






OCLARO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
March 29, 2014
 
June 29, 2013
 
(Thousands, except par value)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
117,441

 
$
84,635

Restricted cash
4,678

 
2,719

Short-term investments
160

 
200

Accounts receivable
75,505

 
100,774

Inventories
81,661

 
86,029

Prepaid expenses and other current assets
58,869

 
33,498

Assets of discontinued operations held for sale

 
55,333

Total current assets
338,314

 
363,188

Property and equipment, net
53,311

 
72,028

Other intangible assets, net
8,886

 
10,233

Other non-current assets
3,222

 
4,445

Total assets
$
403,733

 
$
449,894

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
89,203

 
$
94,157

Accrued expenses and other liabilities
47,240

 
52,010

Capital lease obligations, current
5,649

 
8,281

Term loan payable

 
24,647

Credit line payable

 
39,964

Liabilities of discontinued operations held for sale

 
17,470

Total current liabilities
142,092

 
236,529

Deferred gain on sale-leasebacks
10,699

 
10,477

Convertible notes payable

 
22,990

Capital lease obligations, non-current
5,295

 
9,914

Other non-current liabilities
15,806

 
15,852

Total liabilities
173,892

 
295,762

Stockholders’ equity:
 
 
 
Preferred stock
 
 
 
Common stock
1,068

 
928

Additional paid-in capital
1,457,131

 
1,429,155

Accumulated other comprehensive income
45,113

 
39,368

Accumulated deficit
(1,273,471
)
 
(1,315,319
)
Total stockholders’ equity
229,841

 
154,132

Total liabilities and stockholders’ equity
$
403,733

 
$
449,894