Form 8-K OCLARO, INC. For: Nov 04
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section�13 or 15(d) of
the Securities Exchange Act of 1934
Pursuant to Section�13 or 15(d) of
the Securities Exchange Act of 1934
____________________
Date of Report (Date of earliest event reported): November 4, 2014
____________________
OCLARO, INC.
(Exact name of Registrant as specified in its charter)
____________________
Delaware (State or other jurisdiction of incorporation or organization) | 000-30684 (Commission file number) | 20-1303994 (I.R.S. Employer Identification Number) |
2560 Junction Avenue, San Jose, California 95134 (Address of principal executive offices, zip code) | ||
(408) 383-1400 (Registrants telephone number, including area code) | ||
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o�����Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
o�����Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)
o�����Pre-commencement communications pursuant to Rule�14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o�����Pre-commencement communications pursuant to Rule�13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition
On November 4, 2014, Oclaro, Inc. ( Oclaro or the Company ) issued a press release announcing its operating and financial results for the quarter ended September 27, 2014, and intends to discuss the financial results announced in the press release during a related conference call to be held on November 4, 2014. The press release and conference call contain forward-looking statements regarding the Company and include cautionary statements identifying factors that could cause actual results to differ materially from those anticipated. The full text of the Companys press release is attached hereto as Exhibit 99.1. On November 4, 2014, the Company also posted a related investor presentation on its website, www.oclaro.com. The investor presentation issued in connection with the announcement of results is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in Item�2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is furnished pursuant to Item�2.02 and shall not be deemed filed for the purposes of Section�18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in this Current Report on Form 8-K, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
���� ����
Exhibit No.����Description
99.1 ���� ����Press release issued by the Company on November 4, 2014.
99.2 ���� ����Investor presentation issued by the Company on November 4, 2014.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OCLARO, INC.� � | ||||
Date: November 4, 2014 | By: | /s/ David L. Teichmann | ||
David L. Teichmann | ||||
Executive Vice President, General Counsel and Corporate Secretary | ||||
EXHIBIT LIST
Exhibit No.����Description����������������������������������������
99.1 ���� ����Press release issued by the Company on November 4, 2014.
99.2 ���� ����Investor presentation issued by the Company on November 4, 2014.
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Oclaro Announces First Quarter Fiscal Year 2015 Financial Results
SAN JOSE, Calif., November 4, 2014 Oclaro, Inc. (Nasdaq: OCLR), a leading provider and innovator of optical communications solutions, today announced the financial results for its first quarter of fiscal year 2015, which ended September 27, 2014.
Our revenue, gross margin and Adjusted EBITDA results for the first quarter came in at the high end of our guidance. Our performance for the first quarter demonstrates that our turnaround plan is working and delivering tangible results. We continue to make very good progress against our financial and commercial objectives, said Greg Dougherty, Chief Executive Officer, Oclaro. Also, as announced on October 27th, we completed the sale of our industrial and consumer business. The sale further streamlines our global footprint and allows us to focus on expanding our market leadership in 100G where we continue to see strong demand. We view the first quarter results as another positive step on our road to success.
Results for the First Quarter of Fiscal 2015
Results for the first quarter of fiscal 2015 include a full quarter of the Company's industrial and consumer business.
" | Revenues were $89.2 million for the first quarter of fiscal 2015, compared with revenues of $95.9 million in the fourth quarter of fiscal 2014. Industrial and Consumer revenue was $7.5 million for the first quarter of fiscal 2015. |
" | GAAP gross margin was 16.1% for the first quarter of fiscal 2015, compared with a GAAP gross margin of 13.8% in the fourth quarter of fiscal 2014. |
" | Non-GAAP gross margin was 16.5% for the first quarter of fiscal 2015, compared with a non-GAAP gross margin of 14.1% in the fourth quarter of fiscal 2014. The improvement resulted from reduced inventory charges and better factory utilization in the quarter. |
" | GAAP operating loss was $17.5 million for the first quarter of fiscal 2015. This compares with a GAAP operating loss of $23.0 million for the fourth quarter of fiscal 2014. |
" | Non-GAAP operating loss was $13.6 million for the first quarter of fiscal 2015, compared with a non-GAAP operating loss of $14.3 million in the fourth quarter of fiscal 2014. |
" | GAAP net loss for the first quarter of fiscal 2015 was $20.4 million. This compares with a GAAP net loss of $24.0 million in the fourth quarter of fiscal 2014. |
" | Adjusted EBITDA was negative $8.9 million for the first quarter of fiscal 2015, compared with negative $9.4 million in the fourth quarter of fiscal 2014. |
" | Cash, cash equivalents, restricted cash, and short-term investments were $94.0 million at September 27, 2014. |
Second Quarter Fiscal Year 2015 Outlook
The guidance for the quarter ending December 27, 2014, which includes approximately $2 million of revenue from the Company's industrial and consumer business, which sold on October 27, 2014 is:
" | Revenues in the range of $80 million to $88 million. |
" | Non-GAAP gross margin in the range of 13% to 17%. |
" | Adjusted EBITDA in the range of negative $10 million to negative $6 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 Oclaros 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 first 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) 312-9308. A replay of the conference call will be available through November 18, 2014. To access the replay, dial (858) 384-5517. The passcode for the replay is 2553263. A webcast of this call and a supplemental presentation will be available in the investor section of Oclaros 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, Oclaros 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 Oclaros first quarter fiscal year 2015 financial results conference call, contains statements about managements 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 Oclaros target business model, including financial guidance for the fiscal quarter ending December 27, 2014 regarding revenue, non-GAAP gross margin and Adjusted EBITDA, (ii) the status of Oclaros restructuring plan, (iii) market interest in Oclaros 100G products, (iv) the impact of the recent acquisition by Ushio Opto of Oclaros industrial and consumer business and (v) Oclaros 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) our dependence on a limited number of customers for a significant percentage of our revenues, (ii) our ability to maintain strong relationships with certain customers, (iii) the effects of fluctuating product mix on our results, (iv) our ability to timely develop and commercialize new products, (v) competition and pricing pressure, (vi) our ability to meet or exceed our gross margin expectations, (vii) Oclaros ability to maintain or increase its cash reserves and obtain debt or equity-based financing on terms acceptable to it or at all, (viii) 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, (ix) our ability to respond to evolving technologies and customer requirements and demands, (x) 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, (xi) our ability to effectively and efficiently transition to portions of our operations, (xii) our ability to timely capitalize on any increase in market demand, (xiii) the potential inability to realize the expected benefits of asset dispositions, (xiv) the sale of businesses which may or may not arise in connection with executing our restructuring plans, including without limitation the recent divestiture of Oclaros industrial and consumer business to Ushio Opto, (xv) our ability to reduce costs and operating expenses, (xvi) increased costs related to downsizing and compliance with regulatory and legal requirements in connection with such downsizing, (xvii) the risks associated with our international operations, (xviii) the impact of continued uncertainty in world financial markets and any resulting reduction in demand for our products, (xix) the outcome of tax audits or similar proceedings, (xx) the outcome of pending litigation against the company, and (xxi) other factors described in Oclaros 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 Oclaros view as of the date of this announcement. Oclaro anticipates that subsequent events and developments may cause Oclaros 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.
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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 Oclaros performance using the same financial metrics that the management team uses in making many key decisions and evaluating how Oclaros 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 Oclaros view of core operating performance. Management does not believe these items are reflective of Oclaros 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 Oclaros 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 Oclaros 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 Oclaros 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 Oclaros investors greater transparency and a better understanding of Oclaros core cash position.
Oclaro, Inc. Contact� | Investor Contact� | ||
Pete Mangan | Jim Fanucchi | ||
Chief Financial Officer | Darrow Associates, Inc. | ||
(408) 383-1400 | (408) 404-5400 | ||
OCLARO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
�����
� | Three Months Ended | |||||||||||
� | September 27, 2014 | June 28, 2014 | September 28, 2013 | |||||||||
� | (Thousands, except per share amounts) | |||||||||||
Revenues | $ | 89,241 | $ | 95,911 | $ | 96,648 | ||||||
Cost of revenues | 74,832 | 82,694 | 85,430 | |||||||||
Gross profit | 14,409 | 13,217 | 11,218 | |||||||||
Operating expenses: | ||||||||||||
Research and development | 13,913 | 15,083 | 18,087 | |||||||||
Selling, general and administrative | 15,414 | 13,993 | 20,950 | |||||||||
Amortization of other intangible assets | 418 | 421 | 424 | |||||||||
Restructuring, acquisition and related expense, net | 1,730 | 5,825 | 2,877 | |||||||||
Impairment of goodwill, other intangible assets, and long-lived assets | 584 | |||||||||||
Loss on sale of property and equipment | 397 | 334 | 452 | |||||||||
Total operating expenses | 31,872 | 36,240 | 42,790 | |||||||||
Operating loss | (17,463 | ) | (23,023 | ) | (31,572 | ) | ||||||
Other income (expense): | ||||||||||||
Interest income (expense), net | (104 | ) | (114 | ) | (553 | ) | ||||||
Gain (loss) on foreign currency transactions, net | (2,010 | ) | (712 | ) | 1,777 | |||||||
Other income (expense), net | 555 | 733 | 521 | |||||||||
Total other income (expense) | (1,559 | ) | (93 | ) | 1,745 | |||||||
Loss from continuing operations before income taxes | (19,022 | ) | (23,116 | ) | (29,827 | ) | ||||||
Income tax provision (benefit) (1) | 954 | (11,836 | ) | 302 | ||||||||
Loss from continuing operations | (19,976 | ) | (11,280 | ) | (30,129 | ) | ||||||
Income (loss) from discontinued operations, net of tax (2) | (378 | ) | (12,749 | ) | 63,407 | |||||||
Net income (loss) | $ | (20,354 | ) | $ | (24,029 | ) | $ | 33,278 | ||||
Basic and diluted net income (loss) per share: | ||||||||||||
Loss per share from continuing operations | $ | (0.19 | ) | $ | (0.11 | ) | $ | (0.33 | ) | |||
Income (loss) per share from discontinued operations | (0.12 | ) | 0.70 | |||||||||
Basic and diluted net income (loss) per share | $ | (0.19 | ) | $ | (0.23 | ) | $ | 0.37 | ||||
Shares used in computing net income (loss) per share: | ||||||||||||
Basic | 107,249 | 106,287 | 90,966 | |||||||||
Diluted | 107,249 | 106,287 | 90,966 | |||||||||
(1) The three month period ending June 28, 2014 contains an income tax benefit of approximately $13.1 million relating to discontinued operations.
(2) Includes the corresponding tax provisions relating to the benefits described in note (1) of $13.1 million for the three month period ending June 28, 2014.
OCLARO, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
CONTINUING OPERATIONS
(Unaudited)
� | Three Months Ended | |||||||||||
� | September 27, 2014 | June 28, 2014 | September 28, 2013 | |||||||||
� | (Thousands, except per share amounts) | |||||||||||
Reconciliation of GAAP gross margin rate to non-GAAP gross margin rate: | ||||||||||||
GAAP gross profit | $ | 14,409 | $ | 13,217 | $ | 11,218 | ||||||
Outsource transition costs | 49 | 496 | ||||||||||
Stock-based compensation in cost of revenues | 330 | 255 | 252 | |||||||||
Non-GAAP gross profit | $ | 14,739 | $ | 13,521 | $ | 11,966 | ||||||
GAAP gross margin rate | 16.1 | % | 13.8 | % | 11.6 | % | ||||||
Non-GAAP gross margin rate | 16.5 | % | 14.1 | % | 12.4 | % | ||||||
Reconciliation of GAAP operating loss to non-GAAP operating loss and adjusted EBITDA: | ||||||||||||
GAAP operating loss | $ | (17,463 | ) | $ | (23,023 | ) | $ | (31,572 | ) | |||
Stock-based compensation | 1,286 | 1,229 | 963 | |||||||||
Amortization of intangible assets | 418 | 421 | 424 | |||||||||
Restructuring, acquisition and related costs | 1,730 | 5,825 | 2,877 | |||||||||
Impairment of goodwill, other intangible assets, and long-lived assets | 584 | |||||||||||
Outsource transition costs | 291 | 750 | ||||||||||
Loss on sales of property and equipment | 397 | 334 | 452 | |||||||||
Non-GAAP operating loss | $ | (13,632 | ) | $ | (14,339 | ) | $ | (26,106 | ) | |||
Depreciation expense | 4,704 | 4,979 | 6,974 | |||||||||
Adjusted EBITDA | $ | (8,928 | ) | $ | (9,360 | ) | $ | (19,132 | ) | |||
Reconciliation of GAAP loss to non-GAAP loss from continuing operations: | ||||||||||||
GAAP loss from continuing operations (3) | $ | (19,976 | ) | $ | (11,280 | ) | $ | (30,129 | ) | |||
Stock-based compensation | 1,286 | 1,229 | 963 | |||||||||
Amortization of intangible assets | 418 | 421 | 424 | |||||||||
Restructuring, acquisition and related costs | 1,730 | 5,825 | 2,877 | |||||||||
Impairment of goodwill, other intangible assets, and long-lived assets | 584 | |||||||||||
Other (income) expense items, net | (555 | ) | (733 | ) | (521 | ) | ||||||
Outsource transition costs | 291 | 750 | ||||||||||
(Gain) loss on foreign currency translation | 2,010 | 712 | (1,777 | ) | ||||||||
Non-GAAP loss from continuing operations (3) | $ | (15,087 | ) | $ | (2,951 | ) | $ | (27,413 | ) | |||
Non-GAAP loss per share-continuing operations: | ||||||||||||
Basic | $ | (0.14 | ) | $ | (0.03 | ) | $ | (0.30 | ) | |||
Diluted | $ | (0.14 | ) | $ | (0.03 | ) | $ | (0.30 | ) | |||
Shares used in computing Non-GAAP loss per share-continuing operations: | ||||||||||||
Basic | 107,249 | 106,287 | 90,966 | |||||||||
Diluted | 107,249 | 106,287 | 90,966 | |||||||||
� | Three Months Ended | |||||||||||
� | September 27, 2014 | June 28, 2014 | September 28, 2013 | |||||||||
� | (Thousands, except per share amounts) | |||||||||||
Stock-based compensation for the above included the following: | ||||||||||||
Cost of revenues | $ | 330 | $ | 255 | $ | 252 | ||||||
Research and development | 332 | 338 | 246 | |||||||||
Selling, general and administrative | 624 | 636 | 465 | |||||||||
Restructuring | ||||||||||||
Total | $ | 1,286 | $ | 1,229 | $ | 963 | ||||||
Outsource transition cost for the above included the following: | ||||||||||||
Cost of revenues | $ | $ | 49 | $ | 496 | |||||||
Research and development | 242 | 248 | ||||||||||
Selling, general and administrative | 6 | |||||||||||
Total | $ | $ | 291 | $ | 750 | |||||||
(3) The three month period ending June 28, 2014 contains an income tax benefit of approximately $13.1 million relating to discontinued operations.
OCLARO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 27, 2014 | June 28, 2014 | ||||||
� | (Thousands, except par value) | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 89,309 | $ | 98,973 | |||
Restricted cash | 4,658 | 5,055 | |||||
Short-term investments | 77 | 95 | |||||
Accounts receivable | 74,706 | 82,872 | |||||
Inventories | 71,099 | 71,099 | |||||
Prepaid expenses and other current assets | 42,230 | 45,275 | |||||
Assets held for sale | 16,927 | ||||||
Total current assets | 299,006 | 303,369 | |||||
Property and equipment, net | 44,285 | 50,768 | |||||
Other intangible assets, net | 3,254 | 8,536 | |||||
Other non-current assets | 2,735 | 3,012 | |||||
Total assets | $ | 349,280 | $ | 365,685 | |||
LIABILITIES AND STOCKHOLDERS EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 60,492 | $ | 71,283 | |||
Accrued expenses and other liabilities | 61,434 | 51,492 | |||||
Capital lease obligations, current | 4,756 | 5,387 | |||||
Liabilities held for sale | 10,228 | ||||||
Total current liabilities | 136,910 | 128,162 | |||||
Deferred gain on sale-leasebacks | 10,010 | 10,711 | |||||
Capital lease obligations, non-current | 3,052 | 4,539 | |||||
Other non-current liabilities | 11,631 | 14,345 | |||||
Total liabilities | 161,603 | 157,757 | |||||
Stockholders equity: | |||||||
Preferred stock | |||||||
Common stock | 1,087 | 1,077 | |||||
Additional paid-in capital | 1,459,805 | 1,458,487 | |||||
Accumulated other comprehensive income | 44,639 | 45,864 | |||||
Accumulated deficit | (1,317,854 | ) | (1,297,500 | ) | |||
Total stockholders equity | 187,677 | 207,928 | |||||
Total liabilities and stockholders equity | $ | 349,280 | $ | 365,685 | |||
� 2014 Oclaro, Inc. Q1 FY 2015 Investor Call Greg Dougherty Chief Executive Officer November 4, 2014 Pete Mangan Chief Financial Officer
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� 2014 Oclaro,Inc. Safe Harbor Statement This presentation, in association with Oclaros first quarter fiscal year 2015 financial results conference call, contains statements about managements 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 Oclaros target business model, including financial guidance for the fiscal quarter ending December 27, 2014 regarding revenue, non-GAAP gross margin and Adjusted EBITDA, (ii) the status of Oclaros restructuring plan, (iii) market interest in Oclaros 100G products, (iv) the impact of the recent acquisition by Ushio Opto of Oclaros industrial and consumer business and (v) Oclaros 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) our dependence on a limited number of customers for a significant percentage of our revenues, (ii) our ability to maintain strong relationships with certain customers, (iii) the effects of fluctuating product mix on our results, (iv) our ability to timely develop and commercialize new products, (v) competition and pricing pressure, (vi) our ability to meet or exceed our gross margin expectations, (vii) Oclaros ability to maintain or increase its cash reserves and obtain debt or equity-based financing on terms acceptable to it or at all, (viii) 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, (ix) our ability to respond to evolving technologies and customer requirements and demands, (x) 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, (xi) our ability to effectively and efficiently transition to portions of our operations, (xii) our ability to timely capitalize on any increase in market demand, (xiii) the potential inability to realize the expected benefits of asset dispositions, (xiv) the sale of businesses which may or may not arise in connection with executing our restructuring plans, including without limitation the recent divestiture of Oclaros industrial and consumer business to Ushio Opto, (xv) our ability to reduce costs and operating expenses, (xvi) increased costs related to downsizing and compliance with regulatory and legal requirements in connection with such downsizing, (xvii) the risks associated with our international operations, (xviii) the impact of continued uncertainty in world financial markets and any resulting reduction in demand for our products, (xix) the outcome of tax audits or similar proceedings, (xx) the outcome of pending litigation against the company, and (xxi) other factors described in Oclaros 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 Oclaros view as of the date of this announcement. Oclaro anticipates that subsequent events and developments may cause Oclaros 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 presentation. �
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� 2014 Oclaro,Inc. Financial Results $ in Millions Q114 Q414 Q115 Total Revenues 96.6 95.9 89.2 Gross Profit (Non-GAAP) 12.0 13.5 14.7 Gross Margin % 12.4% 14.1% 16.5% R&D (non-GAAP) 17.6 14.5 13.6 SG&A (non-GAAP) 20.5 13.4 14.8 Non-GAAP Operating Income (Loss) (26.1) (14.3) (13.6) Adjusted EBITDA (19.1) (9.4) (8.9) (1) See reconciliation to comparable GAAP numbers in financial tables of press release dated November 4, 2014. TOP CUSTOMERS Q115: Coriant 26%; Cisco 13%; Huawei 11%
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� 2014 Oclaro,Inc. Revenue by Product Group (1) Includes 40G and 100G transponders and transceivers (2) Includes 10G transponders and transceivers (3) Includes lasers for the medical device, display and printer markets (Announced on August 5 signing of definitive agreement to divest this business) (4) Continuing operations $ in Millions Q114 Q214 Q314 Q414 Q115 40G & 100G Transmission (1) 38.9 45.7 44.1 48.8 43.5 10G & Lower Transmission (2) 50.5 49.8 43.7 39.4 38.2 Industrial and Consumer (3) 7.2 7.4 7.6 7.7 7.5 Total Revenues (4) 96.6 102.9 95.4 95.9 89.2 Percent of Total 40G & 100G Transmission 40% 44% 46% 51% 49% 10G & Lower Transmission 53% 49% 46% 41% 43% Industrial and Consumer 7% 7% 8% 8% 8% $ in Millions Q114 Q214 Q314 Q414 Q115 Datacom 41.4 45.4 40.2 44.2 37.7 Telecom 48.0 50.1 47.6 44.0 44.0 Industrial and Consumer 7.2 7.4 7.6 7.7 7.5 Total Revenues (4) 96.6 102.9 95.4 95.9 89.2 Percent of Total Datacom 43% 44% 42% 46% 42% Telecom 50% 49% 50% 46% 49% Industrial and Consumer 7% 7% 8% 8% 8%
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� 2014 Oclaro,Inc. Q2 FY2015 Guidance* $ in Millions Guidance Ranges Revenues $80 million - $88 million Non-GAAP Gross Margin % 13% 17% Adjusted EBITDA ($10 million) ($6 million) *The guidance provided on November 4, 2014 for the quarter ending December 27, 2014 includes approximately $2 million of revenue from the Company's industrial and consumer business, which sold on October 27, 2014.
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� 2014 Oclaro, Inc.6 THANK YOU.
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