Item1. Financial Statements (Unaudited)
LUMENTUM HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(
Unaudited
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Net revenue
|
$
|
373.7
|
|
|
$
|
404.6
|
|
|
$
|
727.8
|
|
|
$
|
647.8
|
|
Cost of sales
|
244.5
|
|
|
232.7
|
|
|
471.8
|
|
|
406.6
|
|
Amortization of acquired intangibles
|
4.4
|
|
|
0.8
|
|
|
5.2
|
|
|
1.6
|
|
Gross profit
|
124.8
|
|
|
171.1
|
|
|
250.8
|
|
|
239.6
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Research and development
|
42.8
|
|
|
43.8
|
|
|
77.4
|
|
|
80.1
|
|
Selling, general and administrative
|
62.7
|
|
|
35.7
|
|
|
95.7
|
|
|
62.3
|
|
Restructuring and related charges
|
7.8
|
|
|
0.8
|
|
|
9.1
|
|
|
3.7
|
|
Total operating expenses
|
113.3
|
|
|
80.3
|
|
|
182.2
|
|
|
146.1
|
|
Income from operations
|
11.5
|
|
|
90.8
|
|
|
68.6
|
|
|
93.5
|
|
Unrealized gain (loss) on derivative liability
|
10.9
|
|
|
7.9
|
|
|
8.8
|
|
|
12.1
|
|
Interest and other income (expense), net
|
(4.7
|
)
|
|
(3.2
|
)
|
|
(7.1
|
)
|
|
(6.6
|
)
|
Income before income taxes
|
17.7
|
|
|
95.5
|
|
|
70.3
|
|
|
99.0
|
|
Provision for (benefit from) income taxes
|
1.4
|
|
|
(109.3
|
)
|
|
6.6
|
|
|
(112.9
|
)
|
Net income
|
$
|
16.3
|
|
|
$
|
204.8
|
|
|
$
|
63.7
|
|
|
$
|
211.9
|
|
|
|
|
|
|
|
|
|
Items reconciling net income to net income attributable to common stockholders:
|
|
|
|
|
|
|
|
Less: Cumulative dividends on Series A Preferred Stock
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.5
|
)
|
Less: Earnings allocated to Series A Preferred Stock
|
(0.1
|
)
|
|
(4.7
|
)
|
|
(1.2
|
)
|
|
(4.9
|
)
|
Net income attributable to common stockholders - Basic
|
$
|
16.1
|
|
|
$
|
199.8
|
|
|
$
|
62.2
|
|
|
$
|
206.5
|
|
Add: Earnings allocated to Series A Preferred Stock
|
0.1
|
|
|
4.7
|
|
|
1.2
|
|
|
4.9
|
|
Add/Less: Unrealized (gain) loss on derivative liability on Series A Preferred Stock
|
(10.9
|
)
|
|
(7.9
|
)
|
|
(8.8
|
)
|
|
(12.1
|
)
|
Add: Cumulative dividends on Series A Preferred Stock
|
0.1
|
|
|
0.3
|
|
|
0.3
|
|
|
0.5
|
|
Net income attributable to common stockholders - Diluted
(a)
|
$
|
5.4
|
|
|
$
|
196.9
|
|
|
$
|
54.9
|
|
|
$
|
199.8
|
|
|
|
|
|
|
|
|
|
Net income per share attributable to common stockholders:
|
|
|
|
|
|
|
|
Basic
|
$
|
0.24
|
|
|
$
|
3.21
|
|
|
$
|
0.96
|
|
|
$
|
3.34
|
|
Diluted
|
$
|
0.08
|
|
|
$
|
3.05
|
|
|
$
|
0.82
|
|
|
$
|
3.10
|
|
|
|
|
|
|
|
|
|
Shares used to compute net income per share attributable to common stockholders:
|
|
|
|
|
|
|
|
Basic
|
66.8
|
|
|
62.2
|
|
|
65.0
|
|
|
61.9
|
|
Diluted
|
67.8
|
|
|
64.6
|
|
|
66.6
|
|
|
64.5
|
|
(a) For the three and six months ended December 29, 2018 and December 30, 2017, our diluted earnings per share attributable to common stockholders is calculated using the if-converted method because it is more dilutive than the treasury stock method.
See accompanying Notes to Condensed Consolidated Financial Statements.
LUMENTUM HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Net income
|
$
|
16.3
|
|
|
$
|
204.8
|
|
|
$
|
63.7
|
|
|
$
|
211.9
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
Net change in cumulative translation adjustment
|
(0.7
|
)
|
|
0.1
|
|
|
(0.6
|
)
|
|
2.0
|
|
Net change in unrealized gain (loss) on available-for-sale securities
|
0.1
|
|
|
(0.6
|
)
|
|
0.5
|
|
|
(0.7
|
)
|
Net change in defined benefit obligation, net of tax
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
Other comprehensive income (loss), net of tax
|
(0.7
|
)
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
1.3
|
|
Comprehensive income (loss), net of tax
|
$
|
15.6
|
|
|
$
|
204.3
|
|
|
$
|
63.5
|
|
|
$
|
213.2
|
|
See accompanying Notes to Condensed Consolidated Financial Statements.
LUMENTUM HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
(
Unaudited
)
|
|
|
|
|
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|
|
|
December 29, 2018
|
|
June 30, 2018
|
ASSETS
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
371.3
|
|
|
$
|
397.3
|
|
Short-term investments
|
312.8
|
|
|
314.2
|
|
Accounts receivable, net
|
266.5
|
|
|
197.1
|
|
Inventories
|
303.2
|
|
|
153.6
|
|
Prepayments and other current assets
|
103.1
|
|
|
65.0
|
|
Total current assets
|
1,356.9
|
|
|
1,127.2
|
|
Property, plant and equipment, net
|
444.7
|
|
|
306.9
|
|
Goodwill
|
344.7
|
|
|
11.3
|
|
Other intangible assets, net
|
445.0
|
|
|
7.0
|
|
Deferred income taxes
|
184.3
|
|
|
125.6
|
|
Other non-current assets
|
21.0
|
|
|
3.5
|
|
Total assets
|
$
|
2,796.6
|
|
|
$
|
1,581.5
|
|
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
|
|
|
|
Current liabilities:
|
|
|
|
Accounts payable
|
$
|
199.2
|
|
|
$
|
126.5
|
|
Accrued payroll and related expenses
|
41.2
|
|
|
31.5
|
|
Accrued expenses
|
46.5
|
|
|
33.9
|
|
Term loan, current
|
5.0
|
|
|
—
|
|
Other current liabilities
|
33.6
|
|
|
22.1
|
|
Total current liabilities
|
325.5
|
|
|
214.0
|
|
Convertible notes
|
342.9
|
|
|
334.2
|
|
Term loan, non-current
|
485.8
|
|
|
—
|
|
Derivative liability
|
—
|
|
|
52.4
|
|
Deferred tax liability
|
56.1
|
|
|
0.3
|
|
Other non-current liabilities
|
26.6
|
|
|
18.7
|
|
Total liabilities
|
1,236.9
|
|
|
619.6
|
|
Commitments and contingencies (Note 18)
|
|
|
|
Redeemable convertible preferred stock:
|
|
|
|
Non-controlling interest redeemable convertible Series A Preferred Stock, $0.001 par value, 10,000,000 authorized shares; zero and 35,805 shares issued and outstanding as of December 29, 2018 and June 30, 2018, respectively
|
—
|
|
|
35.8
|
|
Total redeemable convertible preferred stock
|
—
|
|
|
35.8
|
|
Stockholders’ equity:
|
|
|
|
Common stock, $0.001 par value, 990,000,000 authorized shares, 76,102,664 and 62,790,087 shares issued and outstanding as of December 29, 2018 and June 30, 2018, respectively
|
0.1
|
|
|
0.1
|
|
Additional paid-in capital
|
1,324.2
|
|
|
753.2
|
|
Retained earnings
|
229.2
|
|
|
166.4
|
|
Accumulated other comprehensive income
|
6.2
|
|
|
6.4
|
|
Total stockholders’ equity
|
1,559.7
|
|
|
926.1
|
|
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity
|
$
|
2,796.6
|
|
|
$
|
1,581.5
|
|
See accompanying Notes to Condensed Consolidated Financial Statements.
LUMENTUM HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
OPERATING ACTIVITIES:
|
|
|
|
Net income
|
$
|
63.7
|
|
|
$
|
211.9
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
Depreciation expense
|
45.7
|
|
|
34.9
|
|
Stock-based compensation
|
30.5
|
|
|
24.1
|
|
Unrealized (gain) loss on derivative liability
|
(8.8
|
)
|
|
(12.1
|
)
|
Amortization of acquired intangibles
|
6.0
|
|
|
1.6
|
|
Loss on disposal of property, plant and equipment
|
—
|
|
|
0.4
|
|
Amortization of discount on convertible notes
|
8.7
|
|
|
8.2
|
|
Amortization of deferred debt issuance cost on term loan
|
0.1
|
|
|
—
|
|
Amortization of inventory fair value adjustment in connection with Oclaro acquisition
|
1.3
|
|
|
—
|
|
Release of valuation allowance, net
|
—
|
|
|
(124.0
|
)
|
Other non-cash (income) expenses
|
(0.1
|
)
|
|
0.2
|
|
Changes in operating assets and liabilities:
|
|
|
|
Accounts receivable
|
(0.8
|
)
|
|
(55.8
|
)
|
Inventories
|
0.5
|
|
|
(2.2
|
)
|
Prepayments and other current and non-currents assets
|
(10.7
|
)
|
|
(4.2
|
)
|
Income taxes, net
|
5.8
|
|
|
11.0
|
|
Accounts payable
|
16.5
|
|
|
(7.0
|
)
|
Accrued payroll and related expenses
|
(1.6
|
)
|
|
12.7
|
|
Accrued expenses and other current and non-current liabilities
|
2.8
|
|
|
15.1
|
|
Net cash provided by operating activities
|
159.6
|
|
|
114.8
|
|
INVESTING ACTIVITIES:
|
|
|
|
Payments for acquisition of property, plant and equipment
|
(53.9
|
)
|
|
(50.2
|
)
|
Payment for asset acquisition
|
(0.7
|
)
|
|
—
|
|
Payment for Oclaro acquisition, net of cash acquired
|
(619.8
|
)
|
|
—
|
|
Purchases of short-term investments
|
(100.1
|
)
|
|
(407.1
|
)
|
Proceeds from maturities and sales of short-term investments
|
102.1
|
|
|
266.2
|
|
Net cash used in investing activities
|
(672.4
|
)
|
|
(191.1
|
)
|
FINANCING ACTIVITIES:
|
|
|
|
Tax payments related to restricted stock
|
(2.4
|
)
|
|
—
|
|
Payment of dividends - Series A Preferred Stock
|
(0.7
|
)
|
|
(0.2
|
)
|
Payment of acquisition related holdback
|
(1.0
|
)
|
|
—
|
|
Proceeds from employee stock plans
|
4.7
|
|
|
4.4
|
|
Proceeds from term loan, net of debt issuance costs
|
491.0
|
|
|
—
|
|
Repayment of capital lease obligation
|
(4.6
|
)
|
|
(1.2
|
)
|
Proceeds from the exercise of stock options
|
—
|
|
|
1.7
|
|
Net cash provided by financing activities
|
487.0
|
|
|
4.7
|
|
Effect of exchange rates on cash and cash equivalents
|
(0.2
|
)
|
|
0.8
|
|
Increase (decrease) in cash and cash equivalents
|
(26.0
|
)
|
|
(70.8
|
)
|
Cash and cash equivalents at beginning of period
|
397.3
|
|
|
272.9
|
|
Cash and cash equivalents at end of period
|
$
|
371.3
|
|
|
$
|
202.1
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
Cash paid for taxes
|
$
|
0.4
|
|
|
$
|
0.7
|
|
Cash paid for interest
|
0.7
|
|
|
0.6
|
|
|
|
|
|
LUMENTUM HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
|
Unpaid property, plant and equipment in accounts payable and accrued expenses
|
$
|
21.7
|
|
|
$
|
14.4
|
|
Equipment acquired under capital lease
|
—
|
|
|
15.6
|
|
Issuance costs in current liabilities
|
0.3
|
|
|
—
|
|
Issuance of common stock upon conversion of Series A Preferred Stock
|
79.4
|
|
|
—
|
|
Issuance of common stock and replacement awards in connection with Oclaro acquisition
|
460.1
|
|
|
—
|
|
See accompanying Notes to Condensed Consolidated Financial Statements.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Description of Business and Summary of Significant Accounting Policies
Description of Business
Lumentum (“we,” “us,” “our” or the “Company”) is an industry-leading provider of optical and photonic products defined by revenue and market share addressing a range of end market applications including Optical Communications (“OpComms”) and Lasers for manufacturing, inspection and life-science applications. We seek to use our core optical and photonic technology and our volume manufacturing capability to expand into attractive emerging markets that benefit from advantages that optical or photonics based solutions provide, including 3D sensing for consumer electronics and diode light sources for a variety of consumer and industrial applications. The majority of our customers tend to be Original Equipment Manufacturers (“OEMs”) that incorporate our products into their products which then address end-market applications. For example, we sell fiber optic components that Network Equipment Manufacturers’ (“NEMs”) customers assemble into communications networking systems, which they sell to network service providers or enterprises with their own networks. Similarly, many of our customers for our Lasers products incorporate our products into tools they produce, which are used for manufacturing processes by their customers. For 3D sensing, we sell diode lasers to manufacturers of consumer electronics products for mobile, personal computing, and gaming who then integrate our devices within their products, for eventual resale to consumers and also into other industrial applications.
Basis of Presentation
The preparation of the condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results may be different from the estimates. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Those policies are inventory valuation, revenue recognition, income taxes, long-lived asset valuation, warranty, derivative liability, business combinations and goodwill.
On December 10, 2018, the Company completed its merger with Oclaro, Inc. (“Oclaro”), a provider of optical components and modules for the long-haul, metro and data center markets. Our condensed consolidated financial statements include the operating results of Oclaro for the period from the date of acquisition through
December 29, 2018
. Refer to “
Note 5. Business Combination
” for further discussion of the merger.
Fiscal Years
We utilize a 52-53 week fiscal year ending on the Saturday closest to June 30th. Our
fiscal 2019
is a 52-week year ending on
June 29, 2019
, with the quarter ended December 29, 2018 being a 13-week quarterly period. Our
fiscal 2018
was a 52-week year that ended on
June 30, 2018
, with the quarter ended December 30, 2017 being a 13-week quarterly period.
Principles of Consolidation
These interim unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.
Certain prior period amounts have been reclassified to conform to the current year presentation in the notes to the condensed consolidated financial statements. The reclassification of the prior period amounts did not impact previously reported condensed consolidated financial statements, except for the presentation of net income attributable to common stockholders and net income per share attributable to common stockholders for the three and six months ended December 30, 2017. The adjustments are a result of using the two-class method to compute earnings per share for the impact of our Series A Preferred Stock outstanding. Refer to “
Note 3. Earnings Per Share
” for further details.
Accounting Policies
The accompanying condensed consolidated financial statements and accompanying related notes should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended
June 30, 2018
.
Except for the accounting policies for (i) revenue recognition and the adoption of Accounting Standards Update (“ASU”) 2014-09,
Revenue from Contracts with Customers (Topic 606),
and (ii) the change in our functional currency, from certain foreign currencies to the reporting currency, there have been no significant changes to our significant accounting policies as of and for the
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
six months ended December 29, 2018, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended
June 30, 2018
.
Adoption of Topic 606
Revenue Recognition Policy
Pursuant to Topic 606, our revenues are recognized upon the application of the following steps:
|
|
•
|
identification of the contract, or contracts, with a customer;
|
|
|
•
|
identification of the performance obligations in the contract;
|
|
|
•
|
determination of the transaction price;
|
|
|
•
|
allocation of the transaction price to the performance obligations in the contract; and
|
|
|
•
|
recognition of revenues when, or as, the contractual performance obligations are satisfied.
|
The majority of our revenue comes from product sales, consisting of sales of Lasers and OpComms hardware products to our customers. Our revenue contracts generally include only one performance obligation. Revenues are recognized at a point in time when control of the promised goods or services are transferred to our customers upon shipment or delivery, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We have entered into vendor managed inventory (“VMI”) programs with our customers. Under these arrangements, we receive purchase orders from our customers, and the inventory is shipped to the VMI location upon receipt of the purchase order. The customer then pulls the inventory from the VMI hub based on its production needs. Revenue under VMI programs is recognized when control transfers to the customer, which is generally once the customer pulls the inventory from the hub.
Revenue from all sales types is recognized at the transaction price. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer adjusted for estimated variable consideration, if any. We typically estimate the impact on the transaction price for discounts offered to the customers for early payments on receivables or net of accruals for estimated sales returns. These estimates are based on historical returns, analysis of credit memo data and other known factors. Actual returns could differ from these estimates. We allocate the transaction price to each distinct product based on its relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar customer in similar circumstances.
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer and deposited with the relevant government authority, are excluded from revenue. Our revenue arrangements do not contain significant financing components as our standard payment terms are less than one year.
If a customer pays consideration, or the Company has a right to an amount of consideration that is unconditional before we transfer a good or service to the customer, those amounts are classified as deferred revenue or deposits received from customers which are included in other current liabilities or other long-term liabilities when the payment is made or it is due, whichever is earlier.
Transaction Price Allocated to the Remaining Performance Obligations
Remaining performance obligations represent the transaction price allocated to performances obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. Unsatisfied and partially unsatisfied performance obligations consist of contract liabilities and non-cancellable backlog. Non-cancellable backlog includes goods and services for which customer purchase orders have been accepted that are scheduled or in the process of being scheduled for shipment.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table includes estimated revenue expected to be recognized in the future for backlog related performance obligations that are unsatisfied as of
December 29, 2018
(
in millions
):
|
|
|
|
|
|
|
Less than 1 year
|
1-2 years
|
Greater than 2 years
|
Total
|
Performance Obligations
|
$550.1
|
$11.0
|
$0.3
|
$561.4
|
Warranty
Hardware products regularly include warranties to the end customers such that the product continues to function according to published specifications. We typically offer a
twelve
month warranty for most of our products. However, in some instances depending upon the product, specific market, product line and geography in which we operate, and what is common in the industry, our warranties can vary and range from
six months
to
five years
. These standard warranties are assurance type warranties and do not offer any services in addition to the assurance that the product will continue working as specified. Therefore, warranties are not considered separate performance obligations in the arrangement. Instead, the expected cost of warranty is accrued as expense in accordance with authoritative guidance.
We provide reserves for the estimated costs of product warranties at the time revenue is recognized. We estimate the costs of our warranty obligations based on our historical experience of known product failure rates, use of materials to repair or replace defective products and service delivery costs incurred in correcting product failures. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise.
Shipping and Handling Costs
We record shipping and handling costs related to revenue transactions within cost of sales as a period cost.
Contract Costs
The Company recognizes the incremental direct costs of obtaining a contract, which consist of sales commissions, when control over the products they relate to transfers to the customer. Applying the practical expedient, the Company recognizes commissions as expense when incurred, as the amortization period of the commission asset the Company would have otherwise recognized is less than one year.
Contract Balances
The Company records accounts receivable when it has an unconditional right to consideration. Contract liabilities are recorded when cash payments are received or due in advance of performance. Contract liabilities consist of advance payments and deferred revenue, where the Company has unsatisfied performance obligations. Contract liabilities are classified as deferred revenue and customer deposits, and are included in other current liabilities within our condensed consolidated balance sheet. Payment terms vary by customer. The time between invoicing and when payment is due is not significant.
The following table reflects the changes in contract balances for
the six months ended December 29, 2018
(
in millions, except percentages
):
|
|
|
|
|
|
|
|
|
|
Contract balances
|
Balance sheet location
|
December 29, 2018
|
|
June 30, 2018
|
|
Change
|
|
Percentage Change
|
Accounts receivable, net
|
Accounts receivable, net
|
$266.5
|
|
$197.1
|
|
$69.4
|
|
35.2%
|
Deferred revenue and customer deposits
|
Other
current liabilities
|
$3.9
|
|
$2.8
|
|
$1.1
|
|
39.3%
|
Disaggregation of Revenue
We disaggregate revenue by geography and by product. Refer to “
Note 19. Operating Segments and Geographic Information
” for a presentation of disaggregated revenue. We do not present other levels of disaggregation, such as by type of products, customer, markets, contracts, duration of contracts, timing of transfer of control and sales channels, as this information is not used by our Chief Operating Decision Maker to manage the business.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Foreign Currency Translation
Concurrent with the acquisition of Oclaro, on December 10, 2018, we established the functional currency for our worldwide operations as the U.S. dollar. The change in our functional currency is a result of significant changes in economic facts and circumstances, primarily the acquisition of Oclaro, a U.S. dollar-denominated functional currency company. The combined business, which requires the integration of our supply chain, manufacturing operations and sales organization, will predominantly use the U.S. dollar, including when negotiating customer and supplier contracts.
Translation adjustments reported prior to December 10, 2018, remain as a component of accumulated other comprehensive income in our condensed consolidated balance sheet. The translated values for any non-monetary assets and liabilities as of December 10, 2018 become the new accounting basis for those assets.
Accordingly, monetary assets and liabilities denominated in foreign currencies have been remeasured into U.S. dollars using the exchange rates in effect at the balance sheet date. Foreign currency re-measurement gains (losses) are included in interest and other income (expense), net from December 10, 2018.
Note 2. Recently Issued Accounting Pronouncements
Accounting Pronouncements Recently Adopted
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09 (Topic 606), which amended the existing accounting standards for revenue recognition. Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance is effective for annual reporting periods including interim reporting periods beginning after December 15, 2017. On July 1, 2018, we adopted Topic 606 using the modified retrospective method applied to all contracts that are not completed contracts at the date of initial adoption (i.e., July 1, 2018). Results for reporting periods after July 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historical accounting under Topic 605. The adoption of Topic 606 did not have a material impact on the nature and timing of our revenues, condensed consolidated statements of operations, cash flows, and balance sheets and therefore, we do not present results for the three and six months ended December 29, 2018 under Topic 605. Refer to “
Note 1. Description of Business and Summary of Significant Accounting Policies
” for the changes in our accounting policies due to adoption of Topic 606.
Select condensed consolidated balance sheet line items, as if we had adopted Topic 606 prior to July 1, 2018 are summarized below as of the periods presented (
in millions
)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
Adjustments
|
|
July 1, 2018
|
Assets:
|
|
|
|
|
|
Accounts receivable, net
|
$
|
197.1
|
|
|
$
|
0.6
|
|
|
$
|
197.7
|
|
Inventories
|
153.6
|
|
|
(1.2
|
)
|
|
152.4
|
|
Stockholders’ equity:
|
|
|
|
|
|
Retained earnings
|
$
|
166.4
|
|
|
$
|
(0.6
|
)
|
|
$
|
165.8
|
|
In August 2016, FASB issued ASU 2016-15, S
tatement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
, which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The amendments contained in ASU 2016-15 are effective for interim and annual periods beginning after December 15, 2017. We adopted ASU 2016-15 on July 1, 2018 on a prospective basis. The application of ASU 2016-15 will have a material impact on our consolidated financial statements if we elect to settle the principal amounts of our 2024 Notes (refer to “
Note 12. Convertible Senior Notes
”) in cash. The principal repayment will be bifurcated between (i) cash outflows for operating activities of
$137.6 million
for the portion related to accreted interest attributable to debt discount, and (ii) financing activities for the remainder of
$312.4 million
.
In January 2017, FASB issued ASU 2017-01,
Business Combinations (Topic 805)
, which clarifies the definition of a business. For accounting and financial reporting purposes, businesses are generally comprised of three elements; inputs, processes, and outputs. Integrated sets of assets and activities capable of providing these three elements may not always be considered a business, and the lack of one of the three elements does not always disqualify the set from being a business. The issuance of ASU 2017-01 provides a clarifying test to determine when a set of assets and activities is not a business. Primarily, the test requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. The amendments contained in ASU 2017-01 are effective for annual periods beginning
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
after December 15, 2017, including interim periods within those periods. We adopted ASU 2017-01 on July 1, 2018 on a prospective basis. The implementation of ASU 2017-01 did not have an impact on our condensed consolidated financial statements.
In October 2016, FASB issued ASU 2016-16,
Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets other than Inventory.
The new guidance removes the prohibition in ASC 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The new guidance became effective for us in the first quarter of our fiscal 2019. The adoption of ASU 2016-16 did not have a material impact on our financial statements.
In August 2018, FASB issued ASU 2018-15,
Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.
ASU 2018-15 requires an entity in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. Implementation costs capitalized must be expensed over the term of the hosting arrangement, including the period covered by an option to extend the arrangement. The standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Early adoption is permitted, including adoption in any interim period, for all entities. We early adopted ASU 2018-15, which did not have a material impact on our financial statements.
Accounting Pronouncements Not Yet Effective
In August 2018, the Securities and Exchange Commission (“SEC”) adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532,
Disclosure Update and Simplification
. The amendments became effective on November 5, 2018. Among the amendments is the requirement to present the changes in shareholders’ equity in the interim financial statements (either in a separate statement or footnote) in quarterly reports on Form 10-Q. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a consolidated statement of operations is required to be filed. We will include the first presentation of changes in stockholders’ equity on our Form 10-Q in our third quarter of fiscal 2019.
In August 2018, FASB issued ASU 2018-14,
Compensation-Retirement Benefits-Defined Benefit Plans-General (Topic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans
. ASU 2018-14 modifies the disclosure requirements for defined benefit pension plans and other postretirement benefit plans. The new guidance is effective for fiscal years ending after December 15, 2020 and early adoption is permitted. ASU 2018-14 should be applied retrospectively to all periods presented and is effective for us in our first quarter of fiscal 2022. We are currently evaluating the impact of ASU 2018-14 on our consolidated financial statements.
In August 2018, FASB issued ASU 2018-13,
Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.
ASU 2018-13 modifies the disclosure requirements for fair value measurements. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Entities are permitted to early adopt any removed or modified disclosures upon issuance of ASU 2018-13 and delay adoption of the additional disclosures until the effective date. The standard is effective for us in our first quarter of fiscal 2021. We are currently evaluating the impact of ASU 2018-13 on our consolidated financial statements and related disclosures.
In February 2018, FASB issued ASU 2018-02,
Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
, which allows companies to reclassify stranded tax effects resulting from the Tax Act, from accumulated other comprehensive income to retained earnings. The guidance also requires certain new disclosures regardless of the election. The amendments in ASU 2018-02 are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. ASU 2018-02 is effective for us in the first quarter of fiscal 2020. We are currently evaluating the impact of our pending adoption of ASU 2018-02 on our consolidated financial statements.
In January 2017, FASB issued ASU 2017-04,
Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment
. ASU 2017-04 removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment charge will be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amendments contained in ASU 2017-04 are effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted, which should be applied prospectively. We plan to adopt the accounting standard update in our first quarter of fiscal 2020. We are currently evaluating the impact of ASU 2017-04 on our consolidated financial statements.
In June 2016, FASB issued ASU 2016-13,
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
and a subsequent amendment, ASU 2018-19 (collectively, Topic 326). Topic 326 requires measurement
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
and recognition of expected credit losses for financial assets held. Topic 326 is effective for annual periods beginning after December 15, 2019, including interim periods within those periods, with early adoption permitted. We are currently evaluating the impact of our pending adoption of Topic 326 on our consolidated financial statements.
In February 2016, FASB issued ASU 2016-02,
Leases (Topic 842)
and subsequent amendments to the initial guidance: ASU 2017-13, ASU 2018-10, ASU 2018-11 and ASU 2018-20 (collectively, Topic 842). The new guidance generally requires an entity to recognize on its balance sheet operating and financing lease liabilities and corresponding right-of-use assets. The new guidance contained in Topic 842 is effective for annual periods beginning after December 15, 2018, including interim periods within those periods, with early adoption permitted. The standard is effective for us in our first quarter of fiscal 2020 where we will be required to recognize and measure leases existing at, or entered into after, the beginning of the earliest comparative period presented using a modified retrospective approach, with an option to elect certain practical expedients. Based on our current lease portfolio, we estimate the value of leased assets and liabilities that may be recognized will be material. We are continuing to evaluate the impact of Topic 842 which is subject to change.
Note 3. Earnings Per Share
The following table sets forth the computation of basic and diluted net income attributable to common stockholders per share (
in millions, except per share data
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Basic Earnings per Common Share
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
16.3
|
|
|
$
|
204.8
|
|
|
$
|
63.7
|
|
|
$
|
211.9
|
|
Less: Cumulative dividends on Series A Preferred Stock
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.5
|
)
|
Less: Earnings allocated to Series A Preferred Stock
|
(0.1
|
)
|
|
(4.7
|
)
|
|
(1.2
|
)
|
|
(4.9
|
)
|
Net income attributable to common stockholders - Basic
|
$
|
16.1
|
|
|
$
|
199.8
|
|
|
$
|
62.2
|
|
|
$
|
206.5
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding including Series A Preferred Stock
|
67.3
|
|
|
63.7
|
|
|
66.0
|
|
|
63.4
|
|
Less: Weighted average Series A Preferred Stock
|
(0.5
|
)
|
|
(1.5
|
)
|
|
(1.0
|
)
|
|
(1.5
|
)
|
Basic weighted average common shares outstanding
|
66.8
|
|
|
62.2
|
|
|
65.0
|
|
|
61.9
|
|
Net income per share attributable to common stockholders - Basic
|
$
|
0.24
|
|
|
$
|
3.21
|
|
|
$
|
0.96
|
|
|
$
|
3.34
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Common Share
|
|
|
|
|
|
|
|
Net income attributable to common stockholders - Basic
|
$
|
16.1
|
|
|
$
|
199.8
|
|
|
$
|
62.2
|
|
|
$
|
206.5
|
|
Add: Earnings allocated to Series A Preferred Stock
|
0.1
|
|
|
4.7
|
|
|
1.2
|
|
|
4.9
|
|
Add/Less: Unrealized (gain) loss on derivative liability on Series A Preferred Stock
|
(10.9
|
)
|
|
(7.9
|
)
|
|
(8.8
|
)
|
|
(12.1
|
)
|
Add: Cumulative dividends on Series A Preferred Stock
|
0.1
|
|
|
0.3
|
|
|
0.3
|
|
|
0.5
|
|
Net income attributable to common stockholders - Diluted
(a)
|
$
|
5.4
|
|
|
$
|
196.9
|
|
|
$
|
54.9
|
|
|
$
|
199.8
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding for basic earnings per common share
|
66.8
|
|
|
62.2
|
|
|
65.0
|
|
|
61.9
|
|
Effect of dilutive securities from 2015 Equity Incentive Plan
|
0.5
|
|
|
0.9
|
|
|
0.6
|
|
|
1.1
|
|
Effect of dilutive securities from Series A Preferred Stock
|
0.5
|
|
|
1.5
|
|
|
1.0
|
|
|
1.5
|
|
Diluted weighted average common shares outstanding
|
67.8
|
|
|
64.6
|
|
|
66.6
|
|
|
64.5
|
|
Net income per share attributable to common stockholders - Diluted
|
$
|
0.08
|
|
|
$
|
3.05
|
|
|
$
|
0.82
|
|
|
$
|
3.10
|
|
(a) For the three and six months ended December 29, 2018 and December 30, 2017, our diluted earnings per share attributable to common stockholders is calculated using the if-converted method because it is more dilutive than the treasury stock method.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Our Series A Preferred Stock was considered a participating security, meaning that it had the right to participate in undistributed earnings with our common stock. Prior to conversion, the holders of our Series A Preferred Stock were entitled to share in dividends, on an as-converted basis, if the holders of our common stock were to receive dividends. On November 2, 2018, the remaining
35,805
shares of our Series A Preferred Stock were converted and we issued
1.5 million
shares of our common stock. Refer to “
Note 11. Non-Controlling Interest Redeemable Convertible Preferred Stock
” for further discussion.
We used the two-class method to compute earnings per share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net earnings to allocate to common stockholders, earnings are allocated to both common and participating securities based on their respective weighted-average shares outstanding during the period. Diluted earnings per common share is calculated similar to basic earnings per common share except that it gives effect to all potentially dilutive common stock equivalents outstanding for the period, using the treasury stock method. Potentially dilutive common shares result from the assumed exercise of outstanding stock options, assumed vesting of outstanding equity awards, assumed issuance of stock under the employee stock purchase plan, and assumed conversion of our outstanding
$450 million
in aggregate principal amount of
0.25%
Convertible Senior Notes due in 2024 (the “2024 Notes”), all using the treasury stock method. We have the ability and intent to settle the
$450 million
face value of the 2024 Notes in cash. Therefore, we use the treasury stock method for calculating the dilutive impact of the 2024 Notes. The 2024 Notes
will
have no impact on diluted earnings per share until the average price of our common stock exceeds the conversion price of
$60.62
. Refer to “
Note 12. Convertible Senior Notes
” for further discussion. Diluted earnings per common share is computed using the more dilutive of the treasury stock method or the if-converted method.
Anti-dilutive potential shares from the 2015 Equity Incentive Plan are excluded from the calculation of diluted earnings per share if their exercise price exceeded the average market price during the period or the share-based awards were determined to be anti-dilutive based on applying the treasury stock method.
Note 4. Accumulated Other Comprehensive Income (Loss)
Our accumulated other comprehensive income (loss) consists of the accumulated net unrealized gains or losses on foreign currency translation adjustments, the defined benefit obligations, and available-for-sale securities.
As of
December 29, 2018
and
June 30, 2018
, balances for the components of accumulated other comprehensive income (loss) were as follows (
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments, net of tax
|
|
Defined benefit obligations, net of tax
(1)
|
|
Unrealized gain (loss) on available-for-sale securities, net of tax
|
|
Total
|
Beginning balance as of June 30, 2018
|
$
|
10.3
|
|
|
$
|
(2.3
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
6.4
|
|
Other comprehensive income (loss)
|
(0.6
|
)
|
|
(0.1
|
)
|
|
0.5
|
|
|
(0.2
|
)
|
Ending balance as of December 29, 2018
|
$
|
9.7
|
|
|
$
|
(2.4
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
6.2
|
|
(1) We evaluate the assumptions over the fair value of our defined benefit obligations annually and make changes as necessary.
Note 5. Business Combination
On December 10, 2018, we acquired all of the outstanding common stock of Oclaro, a provider of optical components and modules for the long-haul, metro and data center markets. Oclaro’s products provide differentiated solutions for optical networks and high-speed interconnects driving the next wave of streaming video, cloud computing, application virtualization and other bandwidth-intensive and high-speed applications. This acquisition strengthens our product portfolio, including gaining Oclaro’s leading indium phosphide laser and photonic integrated circuit and coherent component and module capabilities; broadens our revenue mix; and positions us strongly to meet the future needs of our customers.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Pursuant to the merger agreement, Prota Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Lumentum (“Merger Sub”), merged with and into Oclaro (the “Merger”), with Oclaro surviving the Merger. Each outstanding share of Oclaro common stock, par value
$0.01
per share, was automatically converted into the right to receive the following consideration (collectively, the “Merger Consideration”), without interest:
•
$5.60
in cash (the “Cash Consideration”) and;
|
|
•
|
0.0636
of a share of Lumentum common stock, par value
$0.001
per share (the “Exchange Ratio”).
|
The total fair value of consideration given in connection with the acquisition of Oclaro consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
Shares
|
Per Share
|
Total Consideration
(in millions)
|
Cash paid for outstanding Oclaro common stock
|
|
|
$
|
964.8
|
|
Lumentum common shares issued to Oclaro stockholders
|
10,941,436
|
|
$
|
41.80
|
|
457.4
|
|
Replacement equity awards for Oclaro equity awards
|
|
|
2.7
|
|
Total consideration
|
|
|
$
|
1,424.9
|
|
Each Oclaro restricted stock unit award (“Oclaro RSU”) that did not become vested at the close of the transaction was converted into a Lumentum restricted stock unit award (a “Lumentum RSU”) with similar terms and conditions, including vesting, that were applicable to such Oclaro RSU, at a ratio of one Oclaro share to
0.1933
shares of Lumentum common stock. The
0.1933
ratio was determined based on the sum of (i) the
0.0636
shares of common stock received by Oclaro common stockholders for every one share of Oclaro common stock, plus (ii) the
$5.60
per share received by Oclaro common stockholders, divided by
$43.189
(Lumentum’s average closing price for the 10 trading days ending on December 4, 2018, the third trading day prior to the Closing Date).
Each Oclaro stock option (“Oclaro Option”), whether vested or unvested, was converted into a Lumentum stock option (“Lumentum Option”) with similar terms and conditions, including vesting, that were applicable to such Oclaro Option, except that (i) the number of shares subject to the Lumentum Option equals the number of Oclaro shares subject to such Oclaro Option multiplied by
0.1933
and (ii) the exercise price of the Lumentum Option equals the exercise price per share of the Oclaro Option divided by
0.1933
. Any Oclaro Option that was held by non-employees was cancelled and converted into the right to receive the Merger Consideration for each net option share covered by such Oclaro Option, subject to applicable withholding taxes.
In addition, each Oclaro restricted stock award (“Oclaro Restricted Stock Award”) and Oclaro RSU that became vested with the close of the transaction was converted into the right to receive the Merger Consideration.
The total transaction consideration was
$1.4 billion
, which was funded by the issuance of Lumentum common stock, new debt (refer to “
Note 6. Term Loan Facility
”), and cash balances of the combined company. We also recorded
$14.4 million
and
$15.9 million
, respectively, in acquisition-related costs in each of the three and six months ended December 29, 2018, representing professional and other direct acquisition costs. These costs are recorded within selling, general and administrative operating expense and within interest and other income (expense), net in our condensed consolidated statements of operations. The Company also incurred
$9.3 million
of debt financing costs which has been recorded as a contra liability. “Refer to Note 6. Term Loan Facility.”
From the acquisition date, Oclaro contributed
$29.6 million
of our consolidated net revenue for each of the three and six months ended December 29, 2018. Due to the continued integration of the combined businesses, it is impractical to determine Oclaro’s contribution to our net income.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
We allocated the fair value of the purchase consideration to the tangible assets, liabilities and intangible assets acquired, including in-process research and development, or IPR&D, generally based on their estimated fair values. The excess purchase price over those fair values is recorded as goodwill. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized over the asset’s estimated useful life. Our valuation assumptions of acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets. Our preliminary allocation of the purchase price of Oclaro, based on the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date, is as follows (
in millions
):
|
|
|
|
|
|
Purchase Price Allocation
|
Cash and cash equivalents
|
$
|
345.0
|
|
Accounts receivable, net
|
68.0
|
|
Inventories
|
153.2
|
|
Prepayments and other current assets
|
33.7
|
|
Property, plant and equipment, net
|
128.6
|
|
Intangibles
|
444.0
|
|
Deferred income tax asset
|
54.1
|
|
Other non-current assets
|
16.6
|
|
Accounts payable
|
(57.8
|
)
|
Accrued payroll and related expenses
|
(11.4
|
)
|
Accrued expenses
|
(8.3
|
)
|
Other current liabilities
|
(8.1
|
)
|
Deferred tax liability
|
(55.8
|
)
|
Other non-current liabilities
|
(10.3
|
)
|
Goodwill
|
333.4
|
|
Total purchase price
|
$
|
1,424.9
|
|
The merger consideration allocation set forth herein is preliminary and may be revised as additional information becomes available during the measurement period which could be up to 12 months from the closing date of the acquisition. Any such revisions or changes may be material. The primary areas of the preliminary purchase price allocation that are not yet finalized are certain tax matters, intangible assets, and identification of contingencies.
Goodwill and intangibles has been assigned to the OpComms segment. The preliminary goodwill of
$333.4 million
arising from the acquisition is attributed to the expected synergies, including future cost efficiencies, and other benefits that are expected to be generated by combining Lumentum and Oclaro. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes. See “
Note 14. Goodwill and Other Intangible Assets
” for more information on goodwill and IPR&D.
During the three and six months ended December 29, 2018, we recorded
$20.9 million
in restructuring and stock-based compensation expense in our condensed consolidated statements of operations, primarily attributable to severance and employee related benefits associated with Oclaro’s executive severance and retention agreements. These retention agreements provide, under certain circumstances, for payments and benefits upon an involuntary termination of employment, including following a change in control of Oclaro. The payments and benefits payable under these arrangements in the event of a change in control of Oclaro are subject to a “double trigger,” meaning that both a change in control of Oclaro and a subsequent involuntary termination of employment are required by Lumentum. In other words, the change in control of Oclaro does not by itself trigger any payments or benefits. Instead, payments and benefits are paid only if the employment of the employee is subsequently terminated without “cause” (or the employee resigns for “good reason”) during a specified period following the change in control. The total expense incurred by us is
$20.9 million
for
the three and six months ended December 29, 2018
, out of which
$5.7 million
relates to cash severance as part of our restructuring expense which is recorded within restructuring and related charges in our condensed consolidated statements of operations (refer to “
Note 15. Restructuring and Related Charges
”) and
$15.2 million
relates to the acceleration of equity awards which is recorded within both cost of sales and selling, general and administrative expense, in our condensed consolidated statements of operations (refer to “
Note 17. Stock-Based Compensation and Stock Plans
”).
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Supplemental Pro Forma Information
The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions we believe are reasonable under the circumstances.
The following supplemental pro forma information presents the combined results of operations for
the six months ended December 29, 2018
and December 30, 2017, as if Oclaro had been acquired as of the beginning of fiscal year 2018. The supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets and property and equipment, adjustments to share-based compensation expense, the fair value adjustments on the inventories acquired, transaction costs, interest expense and amortization of the term loan debt issuance costs. For fiscal year 2018, nonrecurring pro forma adjustments directly attributable to the Oclaro acquisition included (i) restructuring and stock-based compensation expense of
$20.9 million
, (ii) the purchase accounting effect of inventories acquired of
$60.3 million
and (iii) transaction costs of
$23.0 million
.
The supplemental pro forma financial information for the periods presented is as follows (
in millions
):
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
|
|
|
|
Net revenue
|
$
|
941.8
|
|
|
$
|
942.7
|
|
Net income
|
32.7
|
|
|
168.4
|
|
Note 6. Term Loan Facility
On March 11, 2018, in connection with the Oclaro merger, Lumentum entered into a commitment letter with Deutsche Bank Securities Inc. and Deutsche Bank AG New York Branch (“Deutsche Bank”), pursuant to which, Deutsche Bank committed to provide a senior secured term loan facility to finance the merger.
On December 10, 2018 (the “Closing Date”), concurrent with the closing of the Oclaro merger, Lumentum entered into a Credit and Guarantee Agreement (the “Credit Agreement”), by and among Lumentum, certain subsidiaries of Lumentum, the lenders party thereto, and Deutsche Bank, as administrative agent and collateral agent for the lenders. The Credit Agreement provides for a senior secured term loan facility (the “Term Loan Facility”) in an aggregate principal amount of
$500.0 million
. The term loans available under the Term Loan Facility were fully drawn on the Closing Date and the proceeds of the term loans were used to consummate the merger and pay fees and expenses in connection with the merger and the Term Loan Facility.
The term loans will mature on the seventh anniversary of the Closing Date, at which time all outstanding principal and accrued and unpaid interest on the term loans must be repaid. Commencing on the last business day of the first full fiscal quarter after the Closing Date, the term loans will amortize in equal quarterly installments equal to
0.25%
of the original principal amount of the Term Loans, with the balance payable due on December 10, 2025, the maturity date. We are required to make mandatory prepayments of the outstanding principal amount of term loans with the net cash proceeds from the disposition of certain assets and the receipt of insurance proceeds upon certain casualty and condemnation events, in each case, to the extent in excess of the certain threshold amounts and to the extent not reinvested within a specified time period. We are also required to make mandatory prepayments of the outstanding principal amount of term loans from the incurrence of certain types of indebtedness and from any excess cash flow beyond stated threshold amounts. We have the right to prepay the term loans, in whole or in part, at any time without premium or penalty, subject to certain limitations and a
1.00%
soft call premium applicable during the first six months following the Closing Date.
The term loans bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate equal to the highest of (i) the prime rate then in effect, (ii) the federal funds rate, plus
0.50%
and (iii) an adjusted LIBOR rate determined on the basis of a one-month interest period, plus
1.0%
, subject to a floor of
0.0%
, or (b) an adjusted LIBOR rate, subject to a floor of
0.0%
. The applicable margin with respect to the initial term loans is equal to
2.50%
in the case of LIBOR rate loans and
1.50%
in the case of base rate loans. The applicable margin is adjusted following the first full fiscal quarter after the Closing Date, if our first lien net leverage ratio is equal to or less than
0.50
:1.00, to
2.25%
in the case of LIBOR rate loans and
1.25%
in the case of
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
base rate loans. During the three and six months ended December 29, 2018, we recorded interest expense of
$1.4 million
related to the initial term loans, which is included in interest and other income (expense), net in our condensed consolidated statements of operations.
The commitment letter with Deutsche Bank required payment of a ticking fee. During
the three and six months ended December 29, 2018
, we recorded total expenses in connection with the ticking fee of
$2.3 million
and
$2.7 million
, respectively. This ticking fee expense is included in interest and other income (expense), net in our condensed consolidated statements of operations.
The Credit Agreement permits us to add one or more incremental term loan facilities. Incremental loans are subject to certain additional conditions, including, without limitation, obtaining additional commitments from the lenders then party to the Credit Agreement or from new lenders.
Our obligations under the Credit Agreement are required to be guaranteed by certain of our domestic subsidiaries meeting materiality thresholds set forth in the Credit Agreement. Such obligations, including the guaranties, are secured by substantially all of the assets of Lumentum and Lumentum’s subsidiary guarantors (other than customarily excluded assets) pursuant to a Pledge and Security Agreement, dated as of December 10, 2018, by and among Lumentum and Deutsche Bank.
The Credit Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of Lumentum and its restricted subsidiaries to, among other things, incur debt, grant liens, undergo certain fundamental changes, make investments, make certain restricted payments, dispose of assets, and enter into transactions with affiliates, in each case, subject to limitations and exceptions set forth in the Credit Agreement. The Credit Agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other indebtedness, covenant defaults, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the lenders may require the immediate payment of all obligations under the Credit Agreement, and may exercise certain other rights and remedies provided for under the Credit Agreement, the other loan documents and applicable law. As of December 29, 2018, we were in compliance with all of the covenants.
We incurred
$9.3 million
of debt issuance costs in connection with the Term Loan Facility which were capitalized and recorded as a contra liability in our condensed consolidated balance sheet. These costs will be amortized to interest expense using the effective interest rate method from the issuance date of December 10, 2018, through the end of the term of the loan. As of December 29, 2018, the effective interest rate is
5.16%
and the stated interest rate is
4.89%
.
The following table sets forth balance sheet information related to the term loan at December 29, 2018 (
in millions
):
|
|
|
|
|
|
December 29, 2018
|
Principal
|
$
|
500.0
|
|
Unamortized value of the debt issuance costs
|
(9.2
|
)
|
Net carrying value
|
$
|
490.8
|
|
|
|
Term loan, current
|
$
|
5.0
|
|
Term loan, non-current
|
$
|
485.8
|
|
The following table sets forth interest expense information related to the term loan, including interest expense associated with the ticking fee, for the periods presented
(in millions)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Contractual interest expense
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
4.1
|
|
|
$
|
—
|
|
Amortization of the debt issuance costs
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
Total interest expense
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 7. Asset Acquisition
On March 30, 2018, we entered into a Transition Services Agreement (“TSA”) with one of our contract manufacturers to wind down the production of our products at their facility in China and to facilitate an orderly transition of manufacturing to either our manufacturing facility in Thailand or our third party contract manufacturers, including the purchase of the manufacturing equipment. Under the terms of the TSA, we are required to pay
$5.3 million
in cash upon completion of certain milestones related to the purchase of equipment. During
the six months ended December 29, 2018
, we paid
$0.7 million
and accrued an additional
$2.0 million
for the manufacturing equipment acquired under this TSA. This amount is included in machinery and equipment within property, plant and equipment in our condensed consolidated balance sheet as of
December 29, 2018
.
We are also required to share cost of retention and severance, and to reimburse for certain other direct and indirect costs incurred by our contract manufacturer for transition services provided. These costs are expensed as incurred.
Note 8. Balance Sheet Details
Accounts
receivable allowances
As of each of
December 29, 2018
and
June 30, 2018
, our accounts receivable allowance balance was $
2.6 million
.
Inventories
The components of inventories were as follows (
in millions
):
|
|
|
|
|
|
|
|
|
|
December 29, 2018
|
|
June 30, 2018
|
Finished goods
|
$
|
118.1
|
|
|
$
|
98.2
|
|
Work in process
|
129.0
|
|
|
34.5
|
|
Raw materials and purchased parts
|
56.1
|
|
|
20.9
|
|
Inventories
|
$
|
303.2
|
|
|
$
|
153.6
|
|
The inventory balance at December 29, 2018 includes
$60.3 million
related to the inventory step-up adjustment from the Oclaro acquisition.
Prepayments
and other current assets
The components of prepayments and other current assets were as follows (
in millions
):
|
|
|
|
|
|
|
|
|
|
December 29, 2018
|
|
June 30, 2018
|
Capitalized manufacturing overhead
|
$
|
17.1
|
|
|
$
|
20.5
|
|
Prepayments
|
26.8
|
|
|
19.5
|
|
Advances to contract manufacturers
|
12.6
|
|
|
14.0
|
|
Other current assets
|
46.6
|
|
|
11.0
|
|
Prepayments and other current assets
|
$
|
103.1
|
|
|
$
|
65.0
|
|
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Property
, plant and equipment, net
The components of property, plant and equipment, net were as follows (
in millions
):
|
|
|
|
|
|
|
|
|
|
December 29, 2018
|
|
June 30, 2018
|
Land
|
$
|
10.6
|
|
|
$
|
10.6
|
|
Buildings and improvement
|
65.9
|
|
|
55.1
|
|
Machinery and equipment
(1)
|
595.2
|
|
|
463.6
|
|
Computer equipment and software
|
41.4
|
|
|
26.3
|
|
Furniture and fixtures
|
4.0
|
|
|
2.2
|
|
Leasehold improvements
|
28.9
|
|
|
25.8
|
|
Construction in progress
|
63.6
|
|
|
52.6
|
|
|
809.6
|
|
|
636.2
|
|
Less: Accumulated depreciation
(1)
|
(364.9
|
)
|
|
(329.3
|
)
|
Property, plant and equipment, net
|
$
|
444.7
|
|
|
$
|
306.9
|
|
(1) In fiscal 2018, we started leasing equipment from a vendor and have accounted for the transaction as a capital lease. Included in the table above are our capital lease assets of
$17.5 million
, gross and
$8.2 million
in accumulated depreciation as of
December 29, 2018
, and
$15.6 million
, gross and
$5.2 million
in accumulated depreciation as of June 30, 2018.
During
the three and six months ended December 29, 2018
, we recorded depreciation expense of
$26.0 million
and
$45.7 million
, respectively. During
the three and six months ended December 30, 2017
, we recorded depreciation expense of
$18.2 million
and
$34.9 million
, respectively.
Our construction in progress primarily includes machinery and equipment that were purchased in order to increase our manufacturing capacity. We expect to place these assets in service in the next 12 months.
Other
current liabilities
The components of other current liabilities were as follows
(in millions)
:
|
|
|
|
|
|
|
|
|
|
December 29, 2018
|
|
June 30, 2018
|
Warranty accrual
(1)
|
$
|
9.7
|
|
|
$
|
6.6
|
|
Restructuring accrual and related charges
(2)
|
3.5
|
|
|
1.9
|
|
Deferred revenue and customer deposits
|
3.9
|
|
|
2.8
|
|
Capital lease obligation
(3)
|
3.7
|
|
|
7.3
|
|
Income tax payable
(4)
|
7.2
|
|
|
0.7
|
|
Other current liabilities
|
5.6
|
|
|
2.8
|
|
Other current liabilities
|
$
|
33.6
|
|
|
$
|
22.1
|
|
(1) Refer to “
Note 18. Commitments and Contingencies
.”
(2) Refer to “
Note 15. Restructuring and Related Charges
.”
(3) In addition to the
$3.7 million
of capital lease obligations recorded within other current liabilities, we also recorded
$1.6 million
within accounts payable and
$0.5 million
within other non-current liabilities in the condensed consolidated balance sheet as of December 29, 2018. Refer to “
Note 18. Commitments and Contingencies
.”
(4) Refer to “
Note 16. Income Taxes
.”
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Other
non-current liabilities
The components of other non-current liabilities were as follows (
in millions
):
|
|
|
|
|
|
|
|
|
|
December 29, 2018
|
|
June 30, 2018
|
Asset retirement obligation
|
$
|
2.8
|
|
|
$
|
2.7
|
|
Pension and related accrual
(1)
|
10.9
|
|
|
3.5
|
|
Deferred rent
|
2.5
|
|
|
2.6
|
|
Unrecognized tax benefit
|
9.0
|
|
|
6.1
|
|
Capital lease obligation
|
0.5
|
|
|
0.4
|
|
Other non-current liabilities
|
0.9
|
|
|
3.4
|
|
Other non-current liabilities
|
$
|
26.6
|
|
|
$
|
18.7
|
|
(1) In connection with our acquisition of Oclaro, we assumed a defined benefit plan, which covers certain Japan employees. As of December 29, 2018, we recorded
$6.9 million
in other non-current liabilities in our condensed consolidated balance sheet to account for the projected benefit obligations.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 9. Cash, Cash Equivalents and Short-term Investments
The following table summarizes our cash, cash equivalents and short-term investments by category for the periods presented (
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
December 29, 2018:
|
|
|
|
|
|
|
|
Cash
|
$
|
294.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
294.4
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
Certificates of deposit
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
Commercial paper
|
24.1
|
|
|
—
|
|
|
—
|
|
|
24.1
|
|
Corporate debt securities
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
Money market funds
|
4.8
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
Foreign government bonds
|
3.5
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
U.S. Treasury
|
35.6
|
|
|
—
|
|
|
—
|
|
|
35.6
|
|
Asset-backed securities
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
Total cash and cash equivalents
|
$
|
371.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
371.3
|
|
Short-term investments:
|
|
|
|
|
|
|
|
Commercial paper
|
$
|
13.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13.3
|
|
Asset-backed securities
|
60.6
|
|
|
—
|
|
|
(0.1
|
)
|
|
60.5
|
|
Corporate debt securities
|
231.4
|
|
|
0.1
|
|
|
(1.1
|
)
|
|
230.4
|
|
Municipal bonds
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
Mortgage-backed securities
|
2.2
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
Foreign government bonds
|
5.1
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
Total short-term investments
|
$
|
313.9
|
|
|
$
|
0.1
|
|
|
$
|
(1.2
|
)
|
|
$
|
312.8
|
|
|
|
|
|
|
|
|
|
June 30, 2018:
|
|
|
|
|
|
|
|
Cash
|
$
|
103.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
103.6
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
Certificates of deposit
|
3.0
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
Commercial paper
|
112.1
|
|
|
—
|
|
|
—
|
|
|
112.1
|
|
Money market funds
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
U.S. Treasury securities
|
143.6
|
|
|
—
|
|
|
—
|
|
|
143.6
|
|
U.S. Agency securities
|
34.2
|
|
|
—
|
|
|
—
|
|
|
34.2
|
|
Total cash and cash equivalents
|
$
|
397.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
397.3
|
|
Short-term investments:
|
|
|
|
|
|
|
|
Certificates of deposit
|
$
|
7.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.5
|
|
Commercial paper
|
10.5
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
Asset-backed securities
|
68.0
|
|
|
—
|
|
|
(0.2
|
)
|
|
67.8
|
|
Corporate debt securities
|
220.6
|
|
|
0.1
|
|
|
(1.5
|
)
|
|
219.2
|
|
Municipal bonds
|
1.6
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
Mortgage-backed securities
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
Foreign government bonds
|
3.4
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
Total short-term investments
|
$
|
315.8
|
|
|
$
|
0.1
|
|
|
$
|
(1.7
|
)
|
|
$
|
314.2
|
|
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
We use the specific-identification method to determine any realized gains or losses from the sale of our short-term investments classified as available-for-sale. During
the three and six months ended December 29, 2018
and
December 30, 2017
, we did not realize significant gains or losses on a gross level from the sale of our short-term investments classified as available-for-sale.
During
the three and six months ended December 29, 2018
, our interest and other income (expense), net was
$4.7 million
expense and
$7.1 million
expense, respectively, and includes interest income on cash equivalents and short-term investments of
$3.4 million
and
$6.1 million
, respectively. During
the three and six months ended December 30, 2017
, our interest and other income (expense), net was
$3.2 million
expense and
$6.6 million
expense, respectively, and includes interest income on cash equivalents and short-term investments of
$1.7 million
and
$3.1 million
, respectively.
The following table summarizes unrealized losses on our cash equivalents and short-term investments by category and length of time the investment has been in a continuous unrealized loss position as of the periods presented
(in millions)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months
|
|
12 Months or Greater
|
|
Total
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
December 29, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper
|
$
|
12.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.8
|
|
|
$
|
—
|
|
Asset-backed securities
|
32.1
|
|
|
(0.1
|
)
|
|
12.3
|
|
|
—
|
|
|
44.4
|
|
|
(0.1
|
)
|
Corporate debt securities
|
101.1
|
|
|
(0.4
|
)
|
|
88.1
|
|
|
(0.7
|
)
|
|
189.2
|
|
|
(1.1
|
)
|
Mortgage-backed securities
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
Foreign government bonds
|
2.9
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
Total
|
$
|
149.0
|
|
|
$
|
(0.5
|
)
|
|
$
|
102.5
|
|
|
$
|
(0.7
|
)
|
|
$
|
251.5
|
|
|
$
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposit
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
Commercial paper
|
8.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.5
|
|
|
—
|
|
Asset-backed securities
|
66.6
|
|
|
(0.2
|
)
|
|
0.3
|
|
|
—
|
|
|
66.9
|
|
|
(0.2
|
)
|
Corporate debt securities
|
188.6
|
|
|
(1.5
|
)
|
|
2.0
|
|
|
—
|
|
|
190.6
|
|
|
(1.5
|
)
|
Municipal bonds
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
U.S. Agency securities
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
Foreign government bonds
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
Total
|
$
|
277.1
|
|
|
$
|
(1.7
|
)
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
279.4
|
|
|
$
|
(1.7
|
)
|
The following table classifies our short-term investments by contractual maturities (
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2018
|
|
June 30, 2018
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
Due in 1 year
|
$
|
165.1
|
|
|
$
|
164.7
|
|
|
$
|
150.1
|
|
|
$
|
149.6
|
|
Due in 1 year through 5 years
|
143.2
|
|
|
142.5
|
|
|
157.2
|
|
|
156.1
|
|
Due in 5 years through 10 years
|
4.3
|
|
|
4.3
|
|
|
6.1
|
|
|
6.1
|
|
Due after 10 years
|
1.3
|
|
|
1.3
|
|
|
2.4
|
|
|
2.4
|
|
|
$
|
313.9
|
|
|
$
|
312.8
|
|
|
$
|
315.8
|
|
|
$
|
314.2
|
|
All available-for-sale securities have been classified as current, based on management’s intent and ability to use the funds in current operations.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 10. Fair Value Measurements
We determine fair value based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:
|
|
|
Level 1:
|
Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
|
Level 2:
|
Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
|
Level 3:
|
Inputs are unobservable inputs based on our assumptions.
|
The fair value of our Level 1 financial instruments, such as money market funds, which are traded in active markets, is based on quoted market prices for identical instruments. The fair value of our Level 2 fixed income securities is obtained from an independent pricing service, which may use quoted market prices for identical or comparable instruments or model driven valuations using observable market data or inputs corroborated by observable market data. Our marketable securities are held by custodians who obtain investment prices from a third-party pricing provider that incorporates standard inputs in various asset price models. Our procedures include controls to ensure that appropriate fair values are recorded, including comparing the fair values obtained from our pricing service against fair values obtained from another independent source.
Prior to the conversion of the Series A Preferred Stock in the second quarter of fiscal 2019, we estimated the fair value
of the embedded derivative for the Series A Preferred Stock using the binomial lattice model to be
$43.6 million
. The binomial lattice model requires various
assumptions to be made to determine the fair value of the embedded derivatives. These assumptions represent Level 3 inputs. Refer to “
Note 13. Derivative Liability
.” Upon the conversion of the Series A Preferred Stock and the settlement of the Series A Preferred Stock and the embedded derivative, we recorded
$79.4 million
in additional paid in capital in the condensed consolidated balance sheet as of December 29, 2018.
In February 2017, we completed the acquisition of a privately held company to enhance our manufacturing and vertical integration capabilities for a total purchase consideration of
$8.7 million
. We estimated the fair value of our Level 3 contingent consideration related to this acquisition at the present value of the expected contingent payments, determined using a probabilistic approach. We are required to reassess the fair value of contingent payments on a periodic basis. We estimated the likelihood of meeting the production targets at
90 percent
and recorded the fair value of such contingent consideration in other current liabilities on the condensed consolidated balance sheet as of
December 29, 2018
. This contingent consideration will result in a cash payment of
$3.0 million
(based on the exchange rate as of the acquisition date), if and when the production targets are achieved, which we expect to occur within the following
12 months
. There was no change in the fair value of our contingent consideration during
the three and six months ended December 29, 2018
and
December 30, 2017
.
Our pension assets consist of multiple institutional funds (“pension funds”) of which the fair values are based on the quoted prices of the underlying funds. Pension funds are classified as Level 2 assets since such funds are not directly traded in active markets.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Financial assets and liabilities measured at fair value on a recurring basis are summarized below (
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
December 29, 2018:
(1)
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
Certificates of deposit
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
Commercial paper
|
—
|
|
|
24.1
|
|
|
—
|
|
|
24.1
|
|
Corporate debt securities
|
—
|
|
|
5.0
|
|
|
—
|
|
|
5.0
|
|
Money market funds
|
4.8
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
Foreign government bonds
|
—
|
|
|
3.5
|
|
|
—
|
|
|
3.5
|
|
U.S. Treasury
|
35.6
|
|
|
—
|
|
|
—
|
|
|
35.6
|
|
Asset-backed securities
|
—
|
|
|
1.9
|
|
|
—
|
|
|
1.9
|
|
Short-term investments:
|
|
|
|
|
|
|
|
Commercial paper
|
—
|
|
|
13.3
|
|
|
—
|
|
|
13.3
|
|
Asset-backed securities
|
—
|
|
|
60.5
|
|
|
—
|
|
|
60.5
|
|
Corporate debt securities
|
—
|
|
|
230.4
|
|
|
—
|
|
|
230.4
|
|
Municipal bonds
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
Mortgage-backed securities
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
Foreign government bonds
|
—
|
|
|
5.1
|
|
|
—
|
|
|
5.1
|
|
Total assets
|
$
|
40.4
|
|
|
$
|
349.3
|
|
|
$
|
—
|
|
|
$
|
389.7
|
|
Other current liabilities:
|
|
|
|
|
|
|
|
Acquisition contingencies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
Total other accrued liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
(1) Excludes
$294.4 million
in cash held in our bank accounts at December 29, 2018.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
June 30, 2018:
(1)
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
Certificates of deposit
|
$
|
—
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
Commercial paper
|
—
|
|
|
112.1
|
|
|
—
|
|
|
112.1
|
|
Money market funds
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
U.S. Treasury securities
|
143.6
|
|
|
—
|
|
|
—
|
|
|
143.6
|
|
U.S. Agency securities
|
—
|
|
|
34.2
|
|
|
—
|
|
|
34.2
|
|
Short-term investments:
|
|
|
|
|
|
|
|
Certificates of deposit
|
—
|
|
|
7.5
|
|
|
—
|
|
|
7.5
|
|
Commercial paper
|
—
|
|
|
10.5
|
|
|
—
|
|
|
10.5
|
|
Asset-backed securities
|
—
|
|
|
67.8
|
|
|
—
|
|
|
67.8
|
|
Corporate debt securities
|
—
|
|
|
219.2
|
|
|
—
|
|
|
219.2
|
|
Municipal bonds
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
Mortgage-backed securities
|
—
|
|
|
4.2
|
|
|
—
|
|
|
4.2
|
|
Foreign government bonds
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
Total assets
|
$
|
144.4
|
|
|
$
|
463.5
|
|
|
$
|
—
|
|
|
$
|
607.9
|
|
Other accrued liabilities:
|
|
|
|
|
|
|
|
Derivative liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52.4
|
|
|
$
|
52.4
|
|
Acquisition contingencies
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
Total other accrued liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55.1
|
|
|
$
|
55.1
|
|
(1) Excludes
$103.6 million
in cash held in our bank accounts at June 30, 2018.
Assets Measured at Fair Value on a Non-Recurring Basis
We periodically review our intangible and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. If not recoverable, an impairment loss would be calculated based on the excess of the carrying amount over the fair value.
Management utilizes various valuation methods, including an income approach, a market approach and a cost approach, to estimate the fair value of intangible and other long-lived assets. During the annual impairment testing performed in fiscal 2018, we concluded that our intangible and other long-lived assets were not impaired.
No impairment charges were recorded during
the three and six months ended December 29, 2018
and
December 30, 2017
. Refer to “
Note 5. Business Combination
” and “
Note 14. Goodwill and Other Intangible Assets
.”
Note 11. Non-Controlling Interest Redeemable Convertible Preferred Stock
On July 31, 2015, our wholly-owned subsidiary, Lumentum Inc., issued
40,000
shares of its Series A Preferred Stock to Viavi Solutions Inc. (“Viavi”). Pursuant to a securities purchase agreement between us, Viavi and Amada Holdings Co., Ltd. (“Amada”),
35,805
shares of Series A Preferred Stock were sold by Viavi to Amada in August 2015. The remaining
4,195
shares of the Series A Preferred Stock were canceled.
As of June 30, 2018, the Series A Preferred Stock was referred to as our Non-Controlling Interest Redeemable Convertible Preferred Stock within these condensed consolidated financial statements, and was recorded at
$35.8 million
.
On October 15, 2018, we issued a
30
-day notice of intent to the holders of Series A Preferred Stock to convert all shares of Series A Preferred Stock at a conversion price equal to the Issuance Value divided by
$24.63
plus the accrued and unpaid dividends on each share and any past due dividends, whether or not authorized or declared. On November 2, 2018, we received notice from Amada of their intent to convert the Series A Preferred Stock and we issued
1.5 million
shares of our common stock to Amada
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
upon the conversion of the
35,805
shares of Series A Preferred Stock and recorded
$79.4 million
in additional paid in capital in the condensed consolidated balance sheet as of December 29, 2018.
Up through the date of conversion, the Series A Preferred Stock conversion feature is bifurcated from the Series A Preferred Stock and accounted for separately as a derivative liability. The derivative liability is measured at fair value each reporting period, and at the date of conversion, with the change in fair value recorded in the condensed consolidated statements of operations. Refer to “
Note 13. Derivative Liability
”.
Up through the date of conversion, holders of Series A Preferred Stock, in preference to holders of common stock or any other class or series of our outstanding capital stock ranking in any such event junior to the Series A Preferred Stock, were entitled to receive, when and as declared by the board of directors, quarterly cumulative cash dividends at the annual rate of
2.5%
of the Issuance Value per share on each outstanding share of Series A Preferred Stock. The accrued dividends were payable on March 31, June 30, September 30 and December 31 of each year commencing on September 30, 2015. The accrued dividends as of November 2, 2018, the effective date of the conversion of all outstanding Series A Preferred Stock, and
June 30, 2018
were
$0.3 million
and
$0.4 million
, respectively. During
the three and six months ended December 29, 2018
, we paid
$0.3 million
and
$0.7 million
, respectively, in dividends to the holders of Series A Preferred Stock. During
the three and six months ended December 30, 2017
, we paid
zero
and
$0.2 million
, respectively, in dividends to the holders of Series A Preferred Stock.
Note 12. Convertible Senior Notes
In March 2017, we issued the 2024 Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2024 Notes are governed by an indenture between the Company, as the issuer, and U.S. Bank National Association, as trustee (the “Indenture”). The 2024 Notes are unsecured and do not contain any financial covenants, restrictions on dividends, incurrence of senior debt or other indebtedness, or the issuance or repurchase of securities by us.
The 2024 Notes bear interest at a rate of
0.25%
per year. Interest on the 2024 Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2017. The 2024 Notes will mature on March 15, 2024, unless earlier repurchased by us or converted pursuant to their terms.
The initial conversion rate of the 2024 Notes is
16.4965
shares of common stock per
$1,000
principal amount of 2024 Notes, which is equivalent to an initial conversion price of approximately
$60.62
per share, a
132.5%
premium to the fair market value at the date of issuance. Prior to the close of business on the business day immediately preceding December 15, 2023, the 2024 Notes will be convertible only under the following circumstances: (1) during any fiscal quarter (and only during such fiscal quarter), if the last reported sale price of our common stock for at least
20
trading days (whether or not consecutive) during the period of
30
consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to
130%
of the applicable conversion price, or
$78.80
on each applicable trading day; (2) during the
five
consecutive business day period after any
five
consecutive trading day period (the “measurement period”) in which the trading price per
$1,000
principal amount of notes for each trading day of such measurement period was less than
98%
of the product of the last reported sale price of our common stock and the applicable conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after December 15, 2023 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time. In addition, upon the occurrence of a make-whole fundamental change, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert 2024 Notes in connection with such make-whole fundamental change.
We may not redeem the 2024 Notes prior to their maturity date and no sinking fund is provided for the 2024 Notes. Upon the occurrence of a fundamental change, holders may require us to repurchase all or a portion of their 2024 Notes for cash at a price equal to
100%
of the principal amount of the 2024 Notes to be repurchased, plus any accrued and unpaid interest.
We considered the features embedded in the 2024 Notes other than the conversion feature, including the holders’ put feature, our call feature, and the make-whole feature, and concluded that they are not required to be bifurcated and accounted for separately from the host debt instrument.
Prior to the Tax Matters Agreement settlement condition (“TMA settlement condition”), because we could only settle the 2024 Notes in cash, we determined that the conversion feature met the definition of a derivative liability. We separated the derivative liability from the host debt instrument based on the fair value of the derivative liability. As of the issuance date, March 8, 2017, the derivative liability fair value of
$129.9 million
was calculated using the binomial valuation approach. The residual principal amount of the 2024 Notes of
$320.1 million
before issuance costs was allocated to the debt component. We incurred
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
approximately
$7.7 million
in transaction costs in connection with the issuance of the 2024 Notes. These costs were allocated to the debt component and recognized as a debt discount. We amortize the debt discount, including both the initial value of the derivative liability and the transaction costs, over the term of the 2024 Notes using the effective interest method. The effective interest rate of the 2024 Notes is
5.4%
per year. As of
December 29, 2018
, the remaining debt discount amortization period was
62
months.
During the year ended July 1, 2017, we satisfied the TMA settlement condition. As such, the value of the conversion option will no longer be marked to market and was reclassified to additional paid-in capital within stockholders’ equity on our condensed consolidated balance sheet. The value of the conversion option at the time of issuance will be treated as an original issue discount for purposes of accounting for the debt component of the notes. The debt component will accrete up to the principal amount over the expected term of the debt. These accounting standards do not affect the actual amount we are required to repay, and the amount shown in the table below for the notes is the aggregate principal amount of the notes and does not reflect the debt discount we will be required to recognize.
The 2024 Notes consisted of the following components as of the periods presented (
in millions
):
|
|
|
|
|
|
|
|
|
Liability component:
|
December 29, 2018
|
|
June 30, 2018
|
Principal
|
$
|
450.0
|
|
|
$
|
450.0
|
|
Unamortized debt discount
|
(107.1
|
)
|
|
(115.8
|
)
|
Net carrying amount of the liability component
|
$
|
342.9
|
|
|
$
|
334.2
|
|
The following table sets forth interest expense information related to the 2024 Notes for the periods presented
(in millions, except percentages)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Contractual interest expense
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
Amortization of the debt discount
|
4.4
|
|
|
4.1
|
|
|
8.7
|
|
|
8.2
|
|
Total interest expense
|
$
|
4.7
|
|
|
$
|
4.4
|
|
|
$
|
9.3
|
|
|
$
|
8.8
|
|
Effective interest rate on the liability component
|
5.4
|
%
|
|
5.4
|
%
|
|
5.4
|
%
|
|
5.4
|
%
|
We have the ability and intent to settle the
$450 million
face value of the debt in cash. Therefore, we use the treasury stock method for calculating the dilutive impact of the debt. The 2024 Notes will have no impact to diluted earnings per share until the average price of our common stock exceeds the conversion price of
$60.62
.
Note 13. Derivative Liability
Up through the date of conversion of the Series A Preferred Stock, we estimated the fair value of the embedded derivative using the binomial lattice model. We applied the binomial lattice model to value the embedded derivative using a “with-and-without method,” where the value of the Series A Preferred Stock, including the embedded derivative, is defined as the “with”, and the value of the Series A Preferred Stock, excluding the embedded derivative, is defined as the “without”. The binomial lattice model requires the following inputs: (i) the Company's common stock price; (ii) conversion price; (iii) term; (iv) yield; (v) recovery rate for the Series A Preferred Stock; (vi) estimated stock volatility; and (vii) risk-free rate. The fair value of the embedded derivative was determined using Level 3 inputs under the fair value hierarchy (unobservable inputs). Changes in the inputs into this valuation model have a material impact in the estimated fair value of the embedded derivative. For example, a decrease (increase) in the stock price and the volatility results in a decrease (increase) in the estimated fair value of the embedded derivative. The changes in the fair value of the bifurcated embedded derivative for the Series A Preferred Stock are primarily related to the change in the price of our common stock and are reflected in the condensed consolidated statements of operations as “Unrealized gain (loss) on derivative liability.” Prior to the conversion of the Series A Preferred Stock on November 2, 2018, we marked to market the embedded derivative, resulting in a gain of
$10.9 million
. The gain (loss) on derivative liability for the Series A Preferred Stock up through the conversion date of November 2, 2018, amounted to a
$10.9 million
gain
and a
$8.8 million
gain for
the three and six months ended December 29, 2018
, respectively. In connection with the conversion of the Series A Preferred Stock we also recorded
$79.4 million
in additional paid in capital within the condensed consolidated balance sheet as of December 29, 2018.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Unrealized gain (loss) on derivative liability for the Series A Preferred Stock amounted to a
$7.9 million
gain
and a
$12.1 million
gain for
the three and six months ended December 30, 2017
, respectively.
The following table provides a reconciliation of the fair value of the embedded derivative for the Series A Preferred Stock for
the three and six months ended December 29, 2018
and
December 30, 2017
(
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Balance as of beginning of period
|
$
|
54.5
|
|
|
$
|
47.4
|
|
|
$
|
52.4
|
|
|
$
|
51.6
|
|
Unrealized (gain) loss on the Series A Preferred Stock derivative liability up through the conversion date
|
(10.9
|
)
|
|
(7.9
|
)
|
|
(8.8
|
)
|
|
(12.1
|
)
|
Settlement of the derivative liability upon conversion of Series A Preferred Stock
|
(43.6
|
)
|
|
—
|
|
|
(43.6
|
)
|
|
—
|
|
Balance as of end of period
|
$
|
—
|
|
|
$
|
39.5
|
|
|
$
|
—
|
|
|
$
|
39.5
|
|
Note 14. Goodwill and Other Intangible Assets
Goodwill
On December 10, 2018, we completed the merger with Oclaro. As of the acquisition date, we recognized goodwill in the amount of
$333.4 million
and allocated it to OpComms. The following table presents the changes in goodwill by our reportable segments during the six months ended December 29, 2018 (
in millions)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Optical Communications
|
|
Commercial Lasers
|
|
Total
|
Balance as of beginning of period
|
$
|
5.9
|
|
|
$
|
5.4
|
|
|
$
|
11.3
|
|
Acquisition of Oclaro
|
333.4
|
|
|
—
|
|
|
333.4
|
|
Balance as of end of period
|
$
|
339.3
|
|
|
$
|
5.4
|
|
|
$
|
344.7
|
|
Impairment of Goodwill
We review goodwill for impairment during the fourth quarter of each fiscal year or more frequently if events or circumstances indicate that an impairment loss may have occurred. In the fourth quarter of
fiscal 2018
, we completed the annual impairment test of goodwill, which indicated there was
no
goodwill impairment. During
the three and six months ended December 29, 2018
and
December 30, 2017
, there have been no events or circumstances that have required us to perform an interim assessment of goodwill for impairment.
Other Intangibles
In connection with our acquisition of Oclaro on December 10, 2018, we recorded
$444.0 million
as our preliminary estimate of the fair value of the acquired developed technologies and other intangible assets. The intangible assets acquired from Oclaro consist of the following:
|
|
|
|
|
|
|
|
Intangible
|
|
Fair value
(in millions)
|
|
Weighted average amortization period
(in years)
|
Acquired developed technologies
|
|
$
|
182.0
|
|
|
4.4 years
|
Customer relationships
|
|
145.0
|
|
|
8 years
|
In-process research and development
|
|
95.0
|
|
|
n/a
|
Order backlog
|
|
22.0
|
|
|
1 year
|
|
|
$
|
444.0
|
|
|
|
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The intangible assets are amortized on a straight-line basis over the estimated useful lives, except for customer relationships and order backlog, which are amortized using an accelerated method of amortization over the expected customer lives, which more accurately reflects the pattern of realization of economic benefits expected to be obtained. Acquired developed technologies and order backlog are amortized to cost of sales and customer relationships is amortized to selling, general and administrative.
The IPR&D will be accounted for as an indefinite-lived intangible asset and will not be amortized until the underlying projects reach technological feasibility and commercial production or are abandoned at which point the IPR&D will be amortized over the estimated useful life. Useful lives for these IPR&D projects are expected to range between
4
to
9 years
.
The following tables present details of our other intangibles, including those acquired in connection with the Oclaro acquisition, as of the periods presented (
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2018:
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
Acquired developed technologies
|
$
|
287.5
|
|
|
$
|
(102.5
|
)
|
|
$
|
185.0
|
|
Customer relationships and order backlog
|
171.3
|
|
|
(6.3
|
)
|
|
165.0
|
|
In-process research and development
|
95.0
|
|
|
—
|
|
|
95.0
|
|
Other intangibles
|
2.7
|
|
|
(2.7
|
)
|
|
—
|
|
Total intangible assets
|
$
|
556.5
|
|
|
$
|
(111.5
|
)
|
|
$
|
445.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018:
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
Acquired developed technologies
|
$
|
105.5
|
|
|
$
|
(98.5
|
)
|
|
$
|
7.0
|
|
Customer relationships
|
4.3
|
|
|
(4.3
|
)
|
|
—
|
|
Other intangibles
|
2.7
|
|
|
(2.7
|
)
|
|
—
|
|
Total intangible assets
|
$
|
112.5
|
|
|
$
|
(105.5
|
)
|
|
$
|
7.0
|
|
The amounts in the table above include cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying intangibles.
During
the three and six months ended December 29, 2018
, we recorded
$5.2 million
and
$6.0 million
, respectively, of amortization related to acquired developed technologies and other intangibles. During
the three and six months ended December 30, 2017
, we recorded
$0.8 million
and
$1.6 million
, respectively, of amortization related to acquired developed technologies.
The following table presents details of amortization for the periods presented
(in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Cost of sales
|
$
|
4.4
|
|
|
$
|
0.8
|
|
|
$
|
5.2
|
|
|
$
|
1.6
|
|
Selling, general and administrative
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
Total
|
$
|
5.2
|
|
|
$
|
0.8
|
|
|
$
|
6.0
|
|
|
$
|
1.6
|
|
Based on the carrying amount of our acquired developed technologies and other intangibles, excluding IPR&D, as of
December 29, 2018
, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows
(in millions):
|
|
|
|
|
Fiscal Years
|
|
Remainder of 2019
|
$
|
40.9
|
|
2020
|
80.2
|
|
2021
|
65.7
|
|
2022
|
63.6
|
|
Thereafter
|
99.6
|
|
Total amortization
|
$
|
350.0
|
|
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Note 15. Restructuring and Related Charges
We have initiated various strategic restructuring events primarily intended to reduce costs, consolidate our operations, rationalize the manufacturing of our products and align our business in response to market conditions and as a result of our acquisition of Oclaro on December 10, 2018.
The following table summarizes the activity of restructuring and related charges during
the three and six months ended December 29, 2018
and
December 30, 2017
(
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Balance as of beginning of period
|
$
|
1.6
|
|
|
$
|
1.3
|
|
|
$
|
1.9
|
|
|
$
|
3.8
|
|
Charges
|
7.8
|
|
|
0.8
|
|
|
9.1
|
|
|
3.7
|
|
Payments
|
(5.9
|
)
|
|
(1.7
|
)
|
|
(7.5
|
)
|
|
(7.1
|
)
|
Balance as of end of period
|
$
|
3.5
|
|
|
$
|
0.4
|
|
|
$
|
3.5
|
|
|
$
|
0.4
|
|
During
the three and six months ended December 29, 2018
, we recorded
$7.8 million
and
$9.1 million
, respectively, in restructuring and related charges in our condensed consolidated statements of operations, primarily attributable to severance and employee related benefits associated with Oclaro’s executive severance and retention agreements. These retention agreements provide, under certain circumstances, for payments and benefits upon an involuntary termination of employment. We made
$5.7 million
of payments in connection with these agreements during
the three and six months ended December 29, 2018
. Refer to “Note 5. Business Combinations.”
On September 5, 2018, we implemented an internal re-organization to help us extend our market leadership position. The re-organization focuses on strengthening our product quality, developing new enabling technologies required to support a long-term portfolio roadmap, and developing commercial proposals and new product introduction (“NPI”) priorities to maintain and grow our market leadership position, while continuing to drive new customer and ecosystem partner engagements.
During
the three and six months ended December 30, 2017
, we recorded
$0.8 million
and
$3.7 million
, respectively, in restructuring and related charges in our condensed consolidated statements of operations, primarily attributable to costs to vacate facilities, temporary labor and employee-related benefits, as well as costs for materials used in set up and production activities. We incurred no additional costs related to severance during
the three and six months ended December 30, 2017
.
Any changes in the estimates of executing our restructuring activities will be reflected in our future results of operations.
Note 16. Income Taxes
The comparability of our operating results in the first half of fiscal 2019 compared to the corresponding prior year period was impacted by the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which was enacted on December 22, 2017. The Tax Act introduced significant changes to U.S. income tax law including reducing the U.S. federal statutory tax rate from
35%
to
21%
and imposing new taxes on certain foreign-sourced earnings and certain intercompany payments. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we made reasonable estimates of the effects and recorded provisional amounts in our financial statements as of fiscal 2018 in accordance with SEC Staff Accounting Bulletin No. 118 (“SAB 118”). During the period ended December 29, 2018, we completed our accounting for the Tax Act with no material adjustment to our provisional estimates recorded.
Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, we update our estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, we make a cumulative adjustment in such period.
Our quarterly tax provision and estimate of our annual effective tax rate are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how we do business, and tax law developments. Our estimated effective tax rate for the fiscal 2019 differs from the 21% U.S. statutory rate primarily due to the income tax benefit of the earnings of our foreign subsidiaries being taxed at rates lower than the U.S. statutory rate as well
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
as the U.S. federal R&D tax credit, partially offset by the income tax expense from non-deductible stock-based compensation and the tax effect of Global Intangible Low-Taxed Income (“GILTI”), Base Erosion and Anti-Abuse Tax (“BEAT”), and subpart F inclusion.
We recorded a tax expense of
$1.4 million
and
$6.6 million
for
the three and six months ended December 29, 2018
, respectively. Our provision for income taxes for
the three and six months ended December 29, 2018
varied from the
21%
U.S. statutory rate primarily due to the income tax benefit of the earnings of our foreign subsidiaries being taxed at rates lower than the U.S. statutory rate as well as the U.S. federal R&D tax credit, partially offset by the income tax expense from non-deductible stock-based compensation and the tax effect of GILTI, BEAT, and subpart F inclusion.
We recorded a tax benefit of
$109.3 million
and
$112.9 million
for
the three and six months ended December 30, 2017
, respectively. Our benefit from income taxes for
the three and six months ended December 30, 2017
varied from the previous U.S. federal statutory income tax rate of
35%
primarily due to earnings in foreign operations, the tax benefit from excess stock-based compensation deductions, and the non-taxable unrealized gain from the embedded derivatives for the Series A Preferred Stock. Our tax benefit for the three and six months ended December 30, 2017 was primarily due to the release of our U.S. federal and certain state valuation allowances. The benefit of this valuation allowance release was partially offset by a non-cash deferred expense associated with the change in the U.S. statutory rate as a result of the Tax Act which was enacted during the three-month period ended December 30, 2017.
As of
December 29, 2018
, we had
$9.0 million
of unrecognized tax benefits, which, if recognized, would affect the effective tax rate. We are subject to examination of income tax returns by various domestic and foreign tax authorities. The timing of resolutions and closures of tax audits is highly unpredictable. Given the uncertainty, it is reasonably possible that certain tax audits may be concluded within the next
12
months. An estimate of the range of increase or decrease that could occur in the next
12
months cannot be made. However, the estimated impact to tax expense and net income from the resolution and closure of tax exams is not expected to be significant within the next 12 months.
On July 24, 2018, the Ninth Circuit Court of Appeals (the “Court”) issued an opinion in
Altera Corp. v. Commissioner
requiring related parties in an intercompany cost sharing arrangement to share expenses related to share-based compensation. This opinion reversed the prior decision of the United States Tax Court. On August 7, 2018, the Court withdrew the opinion issued on July 24, 2018 to allow time for a reconstituted panel of judges to confer. We will continue to monitor the case and potential impact to our consolidated financial statements.
Note 17. Stock-Based Compensation and Stock Plans
Description of Lumentum Stock-Based Benefit Plans
Equity Incentive Plan
As of
December 29, 2018
, we had
3.0 million
shares subject to stock options, restricted stock units, restricted stock awards, and performance stock units issued and outstanding under the 2015 Equity Incentive Plan (the “2015 Plan”).
Restricted stock units, restricted stock awards, and performance stock units are performance-based, time-based or a combination of both and are expected to vest over
one
to
four
years. The fair value of these grants is based on the closing market price of our common stock on the date of award. The exercise price for stock options is equal to the fair value of the underlying stock at the date of grant. We issue new shares of common stock upon exercise of stock options. Options generally become exercisable over a
three
-year or
four
-year period and, if not exercised, expire from
five
to
ten
years after the date of grant.
As of
December 29, 2018
,
3.8 million
shares of common stock under the 2015 Plan were available for grant.
Replacement Awards
In connection with the acquisition of Oclaro, we issued equity awards to Oclaro employees, consisting of stock options and restricted stock units (“replacement awards”) in exchange for their Oclaro equity awards. The replacement awards consisted of less than
0.1 million
stock options with a weighted average grant date fair value of
$34.34
, and
1.0 million
restricted stock units with a weighted average grant date fair value of
$41.80
. The terms of these replacement awards are substantially similar to the original Oclaro equity awards. The fair value of the replacement awards for services rendered through December 10, 2018, the acquisition date, was recognized as a component of the merger consideration, with the remaining fair value of the replacement awards related to the post-combination services recorded as stock-based compensation over the remaining vesting period.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Restricted Stock Units
Restricted stock units (“RSUs”) under the 2015 Plan are grants of shares of our common stock, the vesting of which is based on the requisite service requirement. Generally, our RSUs are subject to forfeiture and expected to vest over
one
to
four
years. For annual refresh grants, RSUs generally vest ratably on an annual, or combination of annual and quarterly, basis over
three years
.
Restricted Stock Awards
Restricted stock awards (“RSAs”) under the 2015 Plan are grants of shares of our common stock that are subject to various restrictions, including restrictions on transferability and forfeiture provisions. RSAs are expected to vest over
one
to
four
years, and the shares acquired may not be transferred by the holder until the vesting conditions (if any) are satisfied.
Performance Stock Units
Performance stock units (“PSUs”) under the 2015 Plan are grants of shares of our common stock that vest upon the achievement of certain performance and service conditions. We begin recognizing compensation expense when we conclude that it is probable that the performance conditions will be achieved. We reassess the probability of vesting at each reporting period and adjust our compensation cost based on this probability assessment. Our PSUs are subject to risk of forfeiture until performance and service conditions are satisfied and generally vest over
three
years.
In November 2018, our board of directors approved the grant of
0.2
million PSUs to senior members of our management team. We determined that the achievement of the performance conditions was probable as of December 29, 2018, and as such, began recording stock-based compensation associated with these PSUs.
Employee Stock Purchase Plan
Our 2015 Employee Stock Purchase Plan (the “2015 Purchase Plan”) provides eligible employees with the opportunity to acquire an ownership interest in the Company through periodic payroll deductions and provides a
15%
purchase price discount as well as a
six
-month look-back period. The 2015 Purchase Plan is structured as a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986. However, the 2015 Purchase Plan is not intended to be a qualified pension, profit sharing or stock bonus plan under Section 401(a) of the Internal Revenue Code of 1986 and is not subject to the provisions of the Employee Retirement Income Security Act of 1974. The 2015 Purchase Plan will terminate upon the date on which all shares available for issuance have been sold. Of the
3.0 million
shares authorized under the 2015 Purchase Plan,
2.2 million
shares remained available for issuance as of
December 29, 2018
.
Stock-Based Compensation
The impact on our results of operations of recording stock-based compensation by function for
the three and six months ended December 29, 2018
and
December 30, 2017
was as follows
(in millions)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Cost of sales
|
$
|
5.2
|
|
|
$
|
4.4
|
|
|
$
|
8.5
|
|
|
$
|
7.1
|
|
Research and development
|
3.4
|
|
|
3.8
|
|
|
6.2
|
|
|
6.9
|
|
Selling, general and administrative
|
21.1
|
|
|
6.6
|
|
|
25.8
|
|
|
10.1
|
|
|
$
|
29.7
|
|
|
$
|
14.8
|
|
|
$
|
40.5
|
|
|
$
|
24.1
|
|
Approximately
$2.1 million
and
$2.6 million
of stock-based compensation was capitalized to inventory as of December 29, 2018 and June 30, 2018, respectively.
In connection with the acquisition of Oclaro, we accelerated certain equity awards for Oclaro employees. The total stock-based compensation expense associated with the acceleration of equity awards was
$15.2 million
, out of which
$10.0 million
was settled in cash for the three months ended December 29, 2018. Refer to “Note 5. Business Combinations.”
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Stock Option and Stock Award Activity
We did not grant
any
stock options during
the three and six months ended December 29, 2018
and
December 30, 2017
, other than those assumed in connection with the Oclaro merger. As of
December 29, 2018
, there less than
0.1 million
stock options outstanding under the 2015 Plan, all of which were replacement awards issued in connection with the Oclaro acquisition.
During the three and six months ended December 29, 2018, there were
no
options exercised. During
the three and six months ended December 30, 2017
, there were
1,457
options and
41,727
options exercised, respectively, by our employees with a total intrinsic value of
$0.1 million
and
$0.8 million
, respectively.
The following table summarizes our awards activity for
the six months ended December 29, 2018
(in millions, except per share amounts)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
Restricted Stock Units
|
|
Restricted Stock Awards
|
|
Performance Stock Units
|
|
Number of Shares
|
|
Weighted-Average Exercise Price
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value per Share
|
|
Number of Shares
|
|
Weighted-Average Grant Date Fair Value per Share
|
|
Number of Shares
(1)
|
|
Weighted-Average Grant Date Fair Value per Share
|
Balance at beginning of period
|
—
|
|
|
$
|
—
|
|
|
1.7
|
|
|
$
|
43.1
|
|
|
0.1
|
|
|
$
|
32.5
|
|
|
0.1
|
|
|
$
|
52.0
|
|
Assumed in Oclaro merger
|
*
|
|
|
34.3
|
|
|
1.0
|
|
|
41.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Granted
|
—
|
|
|
—
|
|
|
0.8
|
|
|
64.8
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
55.9
|
|
Vested
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
40.2
|
|
|
*
|
|
|
32.5
|
|
|
(0.1
|
)
|
|
50.3
|
|
Canceled
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
51.0
|
|
|
*
|
|
|
32.8
|
|
|
*
|
|
|
52.0
|
|
Balance at end of period
|
*
|
|
|
$
|
34.3
|
|
|
2.6
|
|
|
$
|
51.2
|
|
|
0.1
|
|
|
$
|
32.5
|
|
|
0.2
|
|
|
$
|
55.2
|
|
*
Less than
0.05 million
.
(1) In fiscal 2018, we granted
0.1 million
PSUs to senior members of our management team subject to revenue performance condition. The number of awards granted in fiscal 2018 represented
100%
of target goal; under the terms of the awards, the recipient could earn between
0%
and
200%
of the original grant. The performance condition was achieved in fiscal 2018. During the three months ended September 29, 2018, our board of directors approved an increase in the original number of PSUs based on the actual achievement.
As of
December 29, 2018
,
$133.4 million
of stock-based compensation cost related to awards granted to our employees remains to be amortized. That cost is expected to be recognized over an estimated amortization period of
2.3 years
.
A summary of awards available for grant is as follows
(in millions)
:
|
|
|
|
|
Awards Available for Grant
|
Balance as of beginning of period
|
5.6
|
|
Replacement awards in connection with Oclaro acquisition
|
(1.0
|
)
|
Granted
|
(1.0
|
)
|
Canceled
|
0.2
|
|
Balance as of end of period
|
3.8
|
|
Employee Stock Purchase Plan Activity
The 2015 Purchase Plan expense for
the three and six months ended December 29, 2018
was
$0.8 million
and
$1.8 million
, respectively. The 2015 Purchase Plan expense for
the three and six months ended December 30, 2017
was
$0.8 million
and
$1.6 million
, respectively. The expense related to the 2015 Purchase Plan is recorded on a straight-line basis over the relevant subscription period. During each of
the three and six months ended December 29, 2018
there were
0.1 million
shares issued to employees through the 2015 Purchase Plan. During each of
the three and six months ended December 30, 2017
, there were
0.1 million
shares issued to employees through the 2015 Purchase Plan.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
We estimate the fair value of the 2015 Purchase Plan shares on the date of grant using the Black-Scholes option-pricing model. During
the three and six months ended December 29, 2018
and
December 30, 2017
, the assumptions used to estimate the fair value of the 2015 Purchase Plan shares to be issued were as follows:
|
|
|
|
|
|
|
|
December 29, 2018
|
|
December 30, 2017
|
Expected term (years)
|
0.5
|
|
|
0.5
|
|
Expected volatility
|
71.3
|
%
|
|
49.9
|
%
|
Risk-free interest rate
|
2.52
|
%
|
|
1.42
|
%
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
Note 18. Commitments and Contingencies
Operating Leases
We lease certain real and personal property from unrelated third parties under non-cancellable operating leases that expire at various dates through fiscal 2033. Certain leases require us to pay property taxes, insurance and routine maintenance, and include escalation clauses. As a result of our acquisition of Oclaro on December 10, 2018, we assumed operating leases with future minimum annual lease payments of
$81.9 million
.
As of
December 29, 2018
, the total future minimum annual lease payments under non-cancellable operating leases were as follows (
in millions
):
|
|
|
|
|
Fiscal Years
|
|
Remainder of 2019
|
$
|
10.4
|
|
2020
|
16.2
|
|
2021
|
14.9
|
|
2022
|
13.5
|
|
2023
|
12.4
|
|
Thereafter
|
39.1
|
|
Total minimum operating lease payments
|
$
|
106.5
|
|
During
the three and six months ended December 29, 2018
, rental expense relating to building and equipment was
$3.2 million
and
$6.0 million
, respectively. During
the three and six months ended December 30, 2017
, rental expense relating to building and equipment was
$3.0 million
and
$6.4 million
, respectively.
Capital Leases
As of
December 29, 2018
, equipment acquired under capital lease agreements, including those assumed as part of the Oclaro acquisition, was
$17.5 million
. Our capital lease assets are included in property, plant and equipment, net in our condensed consolidated balance sheets as of
December 29, 2018
. Amortization expense on these capital lease assets are recorded as depreciation expense and is included in cost of sales in our condensed consolidated statements of operations for
the three and six months ended December 29, 2018
and December 30, 2017. Our capital lease obligations are recorded at the lesser of the estimated fair market value of the leased property or the net present value of the aggregate future minimum lease payments and is included in other current liabilities and other non-current liabilities in our condensed consolidated balance sheets as of
December 29, 2018
. Refer to “
Note 8. Balance Sheet Details
” for capital lease obligation amounts in other current liabilities and other non-current liabilities. Interest on these obligations is included in interest expense in our condensed consolidated statements of operations.
In connection with our acquisition of Oclaro, we assumed capital leases related to plant and machinery. This capital lease extends through October 2020, after which time the ownership of the equipment transfers from the lessor to us. During the lease term, we are required to make equal installments of principal and interest, payable quarterly. Interest on this capital lease accrues at
1.15 percent
per annum.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
As of
December 29, 2018
the future minimum annual lease payments under our capital leases were as follows (
in millions
):
|
|
|
|
|
Fiscal Years
|
|
Remainder of 2019
|
$
|
4.6
|
|
2020
|
1.0
|
|
2021
|
0.3
|
|
Total minimum capital lease payments
|
$
|
5.9
|
|
Less: amount representing interest
|
$
|
(0.1
|
)
|
Present value of capital lease obligation
|
$
|
5.8
|
|
Acquisition Contingencies
In February 2017, we incurred liabilities in the amount of
$3.6 million
related to an acquisition of a privately held company. The amount of up to
$3.0 million
is expected to be paid within the following
12
months contingent upon meeting certain production targets, and is included in other current liabilities on our consolidated balance sheet as of
December 29, 2018
.
We also retained
$1.0 million
of the purchase price as security for any potential liabilities of the seller under the representations, warranties and indemnifications included in the purchase agreement. The
$1.0 million
was fully paid to the seller during
the six months ended December 29, 2018
.
Term Loan
The estimated future interest and principal payments related to the term loan are as follows as of
December 29, 2018
:
|
|
|
|
|
Fiscal Years
|
|
Remainder of 2019
|
$
|
16.1
|
|
2020
|
29.2
|
|
2021
|
29.0
|
|
2022
|
28.7
|
|
2023
|
28.5
|
|
Thereafter
|
533.9
|
|
Total term loan payments
|
$
|
665.4
|
|
0.25%
Convertible Senior Notes due 2024
The future interest and principal payments related to the 2024 Notes are as follows as of
December 29, 2018
:
|
|
|
|
|
Fiscal Years
|
|
Remainder of 2019
|
$
|
0.6
|
|
2020
|
1.1
|
|
2021
|
1.1
|
|
2022
|
1.1
|
|
2023
|
1.1
|
|
Thereafter
|
451.2
|
|
Total 2024 Notes payments
|
$
|
456.2
|
|
Purchase Obligations
Purchase obligations of
$281.8 million
as of
December 29, 2018
, represent legally-binding commitments to purchase inventory and other commitments made in the normal course of business to meet operational requirements. Included in the
$281.8 million
are approximately
$85.9 million
in purchase commitments assumed in connection with our acquisition of Oclaro on December 10, 2018.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Although open purchase orders are considered enforceable and legally binding, the terms generally allow the option to cancel, reschedule and adjust the requirements based on our business needs prior to the delivery of goods or performance of services. Obligations to purchase inventory and other commitments are generally expected to be fulfilled within
one
year.
We depend on a limited number of contract manufacturers, subcontractors and suppliers for raw materials, packages and standard components. We generally purchase these single or limited source products through standard purchase orders or
one
-year supply agreements and have no significant long-term guaranteed supply agreements with such vendors. While we seek to maintain a sufficient safety stock of such products and maintain on-going communications with our suppliers to guard against interruptions or cessation of supply, our business and results of operations could be adversely affected by a stoppage or delay of supply, substitution of more expensive or less reliable products, receipt of defective parts or contaminated materials, increases in the price of such supplies, or our inability to obtain reduced pricing from our suppliers in response to competitive pressures.
Product Warranties
We provide reserves for the estimated costs of product warranties at the time revenue is recognized. We typically offer a
twelve
month warranty for most of our products. However, in some instances depending upon the product, product component or application of our products by the end customer, our warranties can vary and generally range from
six
months to
five
years. We estimate the costs of our warranty obligations on an annualized basis based on our historical experience of known product failure rates, use of materials to repair or replace defective products and service delivery costs incurred in correcting product failures. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise with specific products. We assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary.
The following table presents the changes in our warranty reserve during
the three and six months ended December 29, 2018
and
December 30, 2017
(
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Balance as of beginning of period
|
$
|
6.6
|
|
|
$
|
9.4
|
|
|
$
|
6.6
|
|
|
$
|
9.7
|
|
Warranties assumed in Oclaro acquisition
|
3.8
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
Provision for warranty
|
0.7
|
|
|
1.9
|
|
|
1.9
|
|
|
2.9
|
|
Utilization of reserve
|
(1.4
|
)
|
|
(1.4
|
)
|
|
(2.6
|
)
|
|
(2.7
|
)
|
Balance as of end of period
|
$
|
9.7
|
|
|
$
|
9.9
|
|
|
$
|
9.7
|
|
|
$
|
9.9
|
|
Environmental Liabilities
Our research and development (“R&D”), manufacturing and distribution operations involve the use of hazardous substances and are regulated under international, federal, state and local laws governing health and safety and the environment. We apply strict standards for protection of the environment and occupational health and safety to sites inside and outside the United States, even if not subject to regulations imposed by foreign governments. We believe that our properties and operations at our facilities comply in all material respects with applicable environmental laws and occupational health and safety laws. However, the risk of environmental liabilities cannot be completely eliminated and there can be no assurance that the application of environmental and health and safety laws will not require us to incur significant expenditures. We are also regulated under a number of international, federal, state and local laws regarding recycling, product packaging and product content requirements. The environmental, product content/disposal and recycling laws are gradually becoming more stringent and may cause us to incur significant expenditures in the future.
In connection with the Separation, we agreed to indemnify Viavi for any liability associated with contamination from past operations at all properties transferred to us from Viavi, to the extent the resulting issues primarily related to our business.
Legal Proceedings
We are subject to a variety of claims and suits that arise from time to time in the ordinary course of our business. While management currently believes that resolving claims against us, individually or in the aggregate, will not have a material adverse impact on our financial position, results of operations or statements of cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. We accrue for loss contingencies when it is both probable that we will incur the loss and when we can reasonably estimate the amount of the loss or range of loss.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Merger Litigation
In connection with our acquisition of Oclaro, seven lawsuits were filed by purported stockholders of Oclaro challenging the proposed merger (the “Merger”). Two of the seven suits were putative class actions filed against Oclaro, its directors, Lumentum, Prota Merger Sub, Inc. and Prota Merger, LLC: Nicholas Neinast v. Oclaro, Inc., et al., No. 3:18-cv-03112-VC, in the United States District Court for the Northern District of California (filed May 24, 2018) (the “Neinast Lawsuit”); and Adam Franchi v. Oclaro, Inc., et al., No. 1:18-cv-00817-GMS, in the United States District Court for the District of Delaware (filed June 9, 2018) (the “Franchi Lawsuit). Both the Neinstat Lawsuit and the Franchi Lawsuit were voluntarily dismissed with prejudice.
The other five suits, styled as Gerald F. Wordehoff v. Oclaro, Inc., et al., No. 5:18-cv-03148-NC (the “Wordehoff Lawsuit”), Walter Ryan v. Oclaro, Inc., et al., No. 3:18-cv-03174-VC (the “Ryan Lawsuit”), Jayme Walker v. Oclaro, Inc., et al., No. 5:18-cv-03203-EJD (the “Walker Lawsuit”), Kevin Garcia v. Oclaro, Inc., et al., No. 5:18-cv-03262-VKD (the “Garcia Lawsuit”), and SaiSravan B. Karri v. Oclaro, Inc., et al., No. 3:18-cv-03435-JD (the “Karri Lawsuit” and, together with the other six lawsuits, the “Lawsuits”), were filed in the United States District Court for the Northern District of California on May 25, 2018, May 29, 2018, May 30, 2018, May 31, 2018, and June 9, 2018, respectively. These five Lawsuits named Oclaro and its directors as defendants only and did not name Lumentum. The Wordehoff, Ryan, Walker, and Garcia Lawsuits have been voluntarily dismissed, and the Wordehoff, Ryan, and Walker dismissals were with prejudice. The Karri Lawsuit has not yet been dismissed. The Ryan Lawsuit was, and the Karri Lawsuit is, a putative class action.
The Lawsuits generally alleged, among other things, that Oclaro and its directors violated Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated thereunder by disseminating an incomplete and misleading Form S-4, including proxy statement/prospectus. The Lawsuits further alleged that Oclaro’s directors violated Section 20(a) of the Exchange Act by failing to exercise proper control over the person(s) who violated Section 14(a) of the Exchange Act.
The remaining Lawsuit (the Karri Lawsuit) currently purports to seek, among other things, damages to be awarded to the plaintiff and any class if the Merger is consummated, and litigation costs, including attorneys’ fees. The defendants intend to defend the Karri Lawsuit vigorously.
Indemnifications
In the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for general indemnification. Exposure under these agreements is unknown because claims may be made against us in the future and we may record charges in the future as a result of these indemnification obligations. As of
December 29, 2018
, we did not have any material indemnification claims that were probable or reasonably possible.
Audit Proceedings
We are under audit by various domestic and foreign tax authorities with regards to income tax and indirect tax matters. In some, although not all cases, we have reserved for potential adjustments to our provision for income taxes and accrual of indirect taxes that may result from examinations by these tax authorities or final outcomes in judicial proceedings, and we believe that the final outcome of these examinations, agreements or judicial proceedings will not have a material effect on our results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of benefits in the period we determine the liabilities are no longer necessary. If our estimates of the federal, state, and foreign income tax liabilities and indirect tax liabilities are less than the ultimate assessment, it could result in a further charge to expense.
In connection with our acquisition of Oclaro, we recorded
$0.7 million
in Malaysia Goods and Services Tax (“GST”) refund claims within prepaid expenses and other current assets in our condensed consolidated balance sheet at December 29, 2018. The refund claim represents an initial claim of
$2.5 million
of Malaysia GST refund claims that were preliminarily denied by the Malaysian tax authorities in 2016. We are currently appealing the denial of these claims, and believe that additional options may be available to us if we do not obtain a favorable resolution. Although we have taken action to minimize the impact of the GST with respect to our ongoing operations, we believe it is reasonably possible that, ultimately, we may not be able to recover some of these GST amounts.
Note 19. Operating Segments and Geographic Information
Our chief executive officer is our Chief Operating Decision Maker (“CODM”). The CODM allocates resources to the segments based on their business prospects, competitive factors, net revenue and gross margin. We do not track all of our property, plant and equipment by operating segments. The geographic identification of these assets is set forth below.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
We are an industry leading provider of optical and photonic products defined by revenue and market share addressing a range of end-market applications including optical communications and commercial lasers. We have
two
operating segments, Optical Communications, which we refer to as OpComms, and Commercial Lasers, which we refer to as Lasers. Our OpComms products address the following markets: telecommunications (“Telecom”), data communications (“Datacom”), and consumer and industrial (“Consumer and Industrial”), and include product lines from the recent acquisition of Oclaro. The
two
operating segments were primarily determined based on how the CODM views and evaluates our operations. Operating results are regularly reviewed by the CODM to make decisions about resources to be allocated to the segments and to assess their performance. Other factors, including market separation and customer specific applications, go-to-market channels, products and manufacturing, are considered in determining the formation of these operating segments.
We do not allocate research and development, sales and marketing, or general and administrative expenses to our segments because management does not include the information in its measurement of the performance of the operating segments. In addition, we do not allocate amortization and impairment of acquisition-related intangible assets, stock-based compensation and certain other charges impacting the gross margin of each segment because management does not include this information in its measurement of the performance of the operating segments.
Information on reportable segments utilized by our CODM is as follows (
in millions)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Net revenue:
|
|
|
|
|
|
|
|
OpComms
|
$
|
325.4
|
|
|
$
|
360.1
|
|
|
$
|
635.5
|
|
|
$
|
568.0
|
|
Lasers
|
48.3
|
|
|
44.5
|
|
|
92.3
|
|
|
79.8
|
|
Net revenue
|
$
|
373.7
|
|
|
$
|
404.6
|
|
|
$
|
727.8
|
|
|
$
|
647.8
|
|
Gross profit:
|
|
|
|
|
|
|
|
OpComms
|
129.1
|
|
|
161.9
|
|
|
254.0
|
|
|
234.0
|
|
Lasers
|
20.6
|
|
|
19.9
|
|
|
38.3
|
|
|
30.5
|
|
Total segment gross profit
|
149.7
|
|
|
181.8
|
|
|
292.3
|
|
|
264.5
|
|
Unallocated corporate items:
|
|
|
|
|
|
|
|
Stock-based compensation
|
(5.2
|
)
|
|
(4.4
|
)
|
|
(8.5
|
)
|
|
(7.1
|
)
|
Amortization of intangibles
|
(4.4
|
)
|
|
(0.8
|
)
|
|
(5.2
|
)
|
|
(1.6
|
)
|
Other charges
(1)
|
(15.3
|
)
|
|
(5.5
|
)
|
|
(27.8
|
)
|
|
(16.2
|
)
|
Gross profit
|
$
|
124.8
|
|
|
$
|
171.1
|
|
|
$
|
250.8
|
|
|
$
|
239.6
|
|
(1) “Other charges” of unallocated corporate items for
the three and six months ended December 29, 2018
primarily include costs of transferring product lines to Thailand of
$14.5 million
and
$27.2 million
, respectively. During each of
the three and six months ended December 30, 2017
, “other charges” of unallocated corporate items primarily consisted of set-up costs of our facility in Thailand of
$3.1 million
, which we incurred during our second quarter of fiscal 2018, as well as inventory write-downs due to canceled programs not allocated to the segments of
$7.0 million
.
The table below discloses our total net revenue attributable to each of our
two
reportable segments. In addition, it discloses the percentage of our total net revenue attributable to our product offerings which serve the Telecom, Datacom, and Consumer and Industrial markets which accounted for 10% or more of our total net revenue during the periods presented (
in millions, except percentage data
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
OpComms:
|
$
|
325.4
|
|
87.1
|
%
|
|
$
|
360.1
|
|
89.0
|
%
|
|
$
|
635.5
|
|
87.3
|
%
|
|
$
|
568.0
|
|
87.7
|
%
|
Telecom
|
172.5
|
|
46.2
|
%
|
|
110.2
|
|
27.2
|
%
|
|
315.4
|
|
43.3
|
%
|
|
220.6
|
|
34.1
|
%
|
Datacom
|
33.4
|
|
8.9
|
%
|
|
34.4
|
|
8.5
|
%
|
|
67.6
|
|
9.3
|
%
|
|
79.6
|
|
12.3
|
%
|
Consumer and Industrial
|
119.5
|
|
32.0
|
%
|
|
215.5
|
|
53.3
|
%
|
|
252.5
|
|
34.7
|
%
|
|
267.8
|
|
41.3
|
%
|
Lasers
|
$
|
48.3
|
|
12.9
|
%
|
|
$
|
44.5
|
|
11.0
|
%
|
|
$
|
92.3
|
|
12.7
|
%
|
|
$
|
79.8
|
|
12.3
|
%
|
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
We operate in
three
geographic regions: Americas, Asia-Pacific, and EMEA (Europe, Middle East, and Africa). Net revenue is assigned to the geographic region and country where our product is initially shipped. For example, certain customers may request shipment of our product to a contract manufacturer in one country, which may differ from the location of their end customers. The following table presents net revenue by the
three
geographic regions we operate in and net revenue from countries that represented 10% or more of our total net revenue
(in millions, except percentage data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
$
|
20.7
|
|
|
5.6
|
%
|
|
$
|
25.9
|
|
|
6.4
|
%
|
|
$
|
42.6
|
|
|
5.9
|
%
|
|
$
|
59.5
|
|
|
9.2
|
%
|
Mexico
|
55.0
|
|
|
14.7
|
%
|
|
30.6
|
|
|
7.6
|
%
|
|
111.3
|
|
|
15.3
|
%
|
|
55.4
|
|
|
8.6
|
%
|
Other Americas
|
0.9
|
|
|
0.2
|
%
|
|
2.0
|
|
|
0.5
|
%
|
|
1.8
|
|
|
0.2
|
%
|
|
4.2
|
|
|
0.6
|
%
|
Total Americas
|
$
|
76.6
|
|
|
20.5
|
%
|
|
$
|
58.5
|
|
|
14.5
|
%
|
|
$
|
155.7
|
|
|
21.4
|
%
|
|
$
|
119.1
|
|
|
18.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia-Pacific:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong
|
$
|
99.9
|
|
|
26.7
|
%
|
|
$
|
45.7
|
|
|
11.3
|
%
|
|
$
|
165.5
|
|
|
22.7
|
%
|
|
$
|
94.6
|
|
|
14.6
|
%
|
Japan
|
43.2
|
|
|
11.6
|
%
|
|
89.5
|
|
|
22.1
|
%
|
|
79.2
|
|
|
10.9
|
%
|
|
123.6
|
|
|
19.1
|
%
|
South Korea
|
61.3
|
|
|
16.4
|
%
|
|
86.5
|
|
|
21.4
|
%
|
|
131.3
|
|
|
18.0
|
%
|
|
97.4
|
|
|
15.0
|
%
|
Other Asia-Pacific
|
61.8
|
|
|
16.5
|
%
|
|
98.9
|
|
|
24.4
|
%
|
|
136.0
|
|
|
18.7
|
%
|
|
162.2
|
|
|
25.0
|
%
|
Total Asia-Pacific
|
$
|
266.2
|
|
|
71.2
|
%
|
|
$
|
320.6
|
|
|
79.2
|
%
|
|
$
|
512.0
|
|
|
70.3
|
%
|
|
$
|
477.8
|
|
|
73.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
$
|
30.9
|
|
|
8.3
|
%
|
|
$
|
25.5
|
|
|
6.3
|
%
|
|
$
|
60.1
|
|
|
8.3
|
%
|
|
$
|
50.9
|
|
|
7.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenue
|
$
|
373.7
|
|
|
|
|
$
|
404.6
|
|
|
|
|
$
|
727.8
|
|
|
|
|
$
|
647.8
|
|
|
|
Our net revenue from Mexico increased due to increased demand for our ROADM products from one of our large customers who manufactures in Mexico, while net revenue from Hong Kong grew due to our 3D sensing products for mobile devices.
During
the three and six months ended December 29, 2018
and
December 30, 2017
, net revenue generated from a single customer which represented 10% or greater of total net revenue is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Customer A
|
26.1
|
%
|
|
49.8
|
%
|
|
28.3
|
%
|
|
37.2
|
%
|
Customer B
|
15.0
|
%
|
|
*
|
|
|
15.0
|
%
|
|
10.5
|
%
|
Customer C
|
13.8
|
%
|
|
*
|
|
|
13.4
|
%
|
|
*
|
|
*Represents less than 10% of total net revenue
|
|
|
|
|
|
|
|
As of December 29, 2018,
two
customers each represented greater than 10% of total accounts receivable, net. As of June 30, 2018,
two
customers each represented greater than 10% of total accounts receivable, net.
LUMENTUM HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Long-lived assets, namely net property, plant and equipment, net, were identified based on the physical location of the assets in the corresponding geographic areas as of the periods indicated
(in millions)
:
|
|
|
|
|
|
|
|
|
|
December 29, 2018
|
|
June 30, 2018
|
Property, Plant and Equipment, net
|
|
|
|
United States
|
$
|
111.7
|
|
|
$
|
97.6
|
|
China
|
60.9
|
|
|
70.0
|
|
Japan
|
55.2
|
|
|
0.5
|
|
Thailand
|
153.6
|
|
|
107.4
|
|
Other countries
|
63.3
|
|
|
31.4
|
|
Total long-lived assets
|
$
|
444.7
|
|
|
$
|
306.9
|
|
We purchase a substantial portion of our inventory from contract manufacturers and vendors located primarily in Taiwan, Thailand, and China. During
the three and six months ended December 29, 2018
and
December 30, 2017
, net inventory purchased from a single contract manufacturer which represented 10% or greater of total net purchases is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Vendor A
|
48.7
|
%
|
|
36.0
|
%
|
|
50.0
|
%
|
|
40.0
|
%
|
Vendor B
|
20.4
|
%
|
|
36.0
|
%
|
|
22.5
|
%
|
|
25.0
|
%
|
Vendor C
|
17.4
|
%
|
|
14.0
|
%
|
|
12.6
|
%
|
|
19.0
|
%
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion in conjunction with the unaudited condensed consolidated financial statements and the corresponding notes included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”). This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please see “Risk Factors” and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.
Forward-Looking
Statements
This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on our current expectations and involve risks, uncertainties and assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. These statements relate to, among other things, our markets, products and strategy, sales and customer demand, gross margins, operating expenses, capital expenditures and requirements, liquidity, product development and R&D efforts, manufacturing plans, litigation, effective tax rates, tax planning and tax reserves, tariffs and trade policies, our corporate and financial reporting structure, our plans for growth and innovation, and our acquisition of Oclaro, and are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management, which are in turn based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “
Risk Factors
” included under Part II, Item 1A of this Quarterly Report. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
Overview
We are an industry-leading provider of optical and photonic products defined by revenue and market share addressing a range of end-market applications including Optical Communications, which we refer to as OpComms, and Lasers for manufacturing, inspection and life-science applications. We seek to use our core optical and photonic technology and our volume manufacturing capability to expand into attractive emerging markets that benefit from advantages that optical or photonics-based solutions provide, including 3D sensing for consumer electronics and diode light sources for a variety of consumer and industrial applications. We have two operating segments, OpComms and Lasers. The two operating segments were primarily determined based on how the CODM views and evaluates our operations. Operating results are regularly reviewed by the CODM to make decisions about resources to be allocated to the segments and to assess their performance. Other factors, including market separation and customer specific applications, go-to-market channels, products and manufacturing, are considered in determining the formation of these operating segments.
We see the world as becoming more reliant on ever-increasing amounts of data flowing through optical networks and data centers, which demand new networks and data centers to be built to satisfy this insatiable demand for data. As higher levels of precision, new materials, factory and energy efficiency are being demanded by manufacturers, suppliers of manufacturing tools globally are turning more and more to laser based approaches, including the types of lasers Lumentum supplies. Laser based 3D sensing is a rapidly developing market. The technology enables computer vision applications that enhance security, safety, and new functionality in the electronic devices that people rely on every day. We believe the global markets in which Lumentum participates have fundamentally robust, long-term trends that increase the need for our photonics products and technologies.
On December 10, 2018, the Company completed its acquisition of Oclaro, a provider of optical components and modules for the long-haul, metro and data center markets. In accordance with the terms of the Merger Agreement, each issued and outstanding share of Oclaro common stock was automatically converted into the right to receive (i) $5.60 in cash and (ii) 0.0636 of a share of Lumentum common stock. The total transaction consideration was $1.4 billion, which was funded through the issuance of Lumentum common stock, new debt (refer to “
Note 6. Term Loan Facility
”), and cash balances of the combined company. Refer to “
Note 5. Business Combination
” in the notes to condensed consolidated financial statements for further discussion of the merger.
During the three and six months ended December 29, 2018, we recorded
$20.9 million
in restructuring and stock-based compensation expense in our condensed consolidated statements of operations, primarily attributable to severance and employee related benefits associated with Oclaro’s executive severance and retention agreements. These retention agreements provide, under certain circumstances, for payments and benefits upon an involuntary termination of employment, including following a change in control of Oclaro. The payments and benefits payable under these arrangements in the event of a change in control of Oclaro are subject to a “double trigger,” meaning that both a change in control of Oclaro and a subsequent involuntary termination of employment are required. In other words, the change in control of Oclaro does not by itself trigger any payments or benefits. Instead, payments and benefits are paid only if the employment of the employee is subsequently terminated without “cause” (or the employee resigns for “good reason”) during a specified period following the change in control. The total expense incurred by us is
$20.9 million
, out of which
$5.7 million
relates to cash severance as part of our Restructuring expense, refer to “
Note 15. Restructuring and Related Charges
” and
$15.2 million
relates to acceleration of equity awards, refer to “
Note 17. Stock-Based Compensation and Stock Plans
.”
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”), and we consider the various staff accounting bulletins and other applicable guidance issued by the United States Securities and Exchange Commission (“SEC”). GAAP, as set forth within the ASC, requires us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:
• Inventory Valuation
• Revenue Recognition
• Income Taxes
• Long-lived Asset Valuation
• Warranty
• Derivative Liability
• Business Combinations
• Goodwill
Except for (i) the accounting policies for revenue recognition and the related accounts updated as a result of adopting ASU 2014-09 (Topic 606) and (ii) the change in our functional currency, from certain foreign currencies to the reporting currency, there have been no significant changes to our significant accounting policies as of and for the six months ended
December 29, 2018
, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended June 30, 2018. Refer to “
Note 1. Description of Business and Summary of Significant Accounting Policies
” for the details of ASU 2014-09 (Topic 606) adoption and our transition to the U.S. dollar as our functional currency. Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for our fiscal year ended June 30, 2018 provides a more complete discussion of our critical accounting policies and estimates.
Recently Issued Accounting Pronouncements
Refer to “
Note 2. Recently Issued Accounting Pronouncements
” in the notes to condensed consolidated financial statements.
Results of Operations
The results of operations for the periods presented are not necessarily indicative of results to be expected for future periods. The following table summarizes selected unaudited condensed consolidated statements of operations items as a percentage of net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Segment net revenue:
|
|
|
|
|
|
|
|
OpComms
|
87.1
|
%
|
|
89.0
|
%
|
|
87.3
|
%
|
|
87.7
|
%
|
Lasers
|
12.9
|
|
|
11.0
|
|
|
12.7
|
|
|
12.3
|
|
Net revenue
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Cost of sales
|
65.4
|
|
|
57.5
|
|
|
64.8
|
|
|
62.8
|
|
Amortization of acquired developed technologies
|
1.2
|
|
|
0.2
|
|
|
0.7
|
|
|
0.2
|
|
Gross profit
|
33.4
|
|
|
42.3
|
|
|
34.5
|
|
|
37.0
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Research and development
|
11.5
|
|
|
10.8
|
|
|
10.6
|
|
|
12.4
|
|
Selling, general and administrative
|
16.8
|
|
|
8.8
|
|
|
13.1
|
|
|
9.6
|
|
Restructuring and related charges
|
2.1
|
|
|
0.2
|
|
|
1.3
|
|
|
0.6
|
|
Total operating expenses
|
30.3
|
|
|
19.8
|
|
|
25.0
|
|
|
22.6
|
|
Income from operations
|
3.1
|
|
|
22.5
|
|
|
9.4
|
|
|
14.4
|
|
Unrealized gain (loss) on derivative liability
|
2.9
|
|
|
2.0
|
|
|
1.2
|
|
|
1.9
|
|
Interest and other income (expense), net
|
(1.3
|
)
|
|
(0.8
|
)
|
|
(1.0
|
)
|
|
(1.0
|
)
|
Income before income taxes
|
4.7
|
|
|
23.7
|
|
|
9.7
|
|
|
15.3
|
|
Provision for (benefit from) income taxes
|
0.4
|
|
|
(27.0
|
)
|
|
0.9
|
|
|
(17.4
|
)
|
Net income
|
4.4
|
%
|
|
50.7
|
%
|
|
8.8
|
%
|
|
32.7
|
%
|
Financial Data for
the three and six months ended December 29, 2018
and
December 30, 2017
The following table summarizes selected unaudited condensed consolidated statements of operations items (
in millions, except for percentages
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|
December 29, 2018
|
|
December 30, 2017
|
|
Change
|
|
Percentage Change
|
|
December 29, 2018
|
|
December 30, 2017
|
|
Change
|
|
Percentage Change
|
Segment net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OpComms
|
$
|
325.4
|
|
|
$
|
360.1
|
|
|
$
|
(34.7
|
)
|
|
(9.6
|
)%
|
|
$
|
635.5
|
|
|
$
|
568.0
|
|
|
$
|
67.5
|
|
|
11.9
|
%
|
Lasers
|
48.3
|
|
|
44.5
|
|
|
3.8
|
|
|
8.5
|
|
|
92.3
|
|
|
79.8
|
|
|
12.5
|
|
|
15.7
|
|
Net revenue
|
$
|
373.7
|
|
|
$
|
404.6
|
|
|
$
|
(30.9
|
)
|
|
(7.6
|
)%
|
|
$
|
727.8
|
|
|
$
|
647.8
|
|
|
$
|
80.0
|
|
|
12.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
$
|
124.8
|
|
|
$
|
171.1
|
|
|
$
|
(46.3
|
)
|
|
(27.1
|
)%
|
|
$
|
250.8
|
|
|
$
|
239.6
|
|
|
$
|
11.2
|
|
|
4.7
|
%
|
Gross margin
|
33.4
|
%
|
|
42.3
|
%
|
|
|
|
|
|
34.5
|
%
|
|
37.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
$
|
42.8
|
|
|
$
|
43.8
|
|
|
$
|
(1.0
|
)
|
|
(2.3
|
)%
|
|
$
|
77.4
|
|
|
$
|
80.1
|
|
|
$
|
(2.7
|
)
|
|
(3.4
|
)%
|
Percentage of net revenue
|
11.5
|
%
|
|
10.8
|
%
|
|
|
|
|
|
10.6
|
%
|
|
12.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
$
|
62.7
|
|
|
$
|
35.7
|
|
|
$
|
27.0
|
|
|
75.6
|
%
|
|
$
|
95.7
|
|
|
$
|
62.3
|
|
|
$
|
33.4
|
|
|
53.6
|
%
|
Percentage of net revenue
|
16.8
|
%
|
|
8.8
|
%
|
|
|
|
|
|
13.1
|
%
|
|
9.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and related charges
|
$
|
7.8
|
|
|
$
|
0.8
|
|
|
$
|
7.0
|
|
|
875.0
|
%
|
|
$
|
9.1
|
|
|
$
|
3.7
|
|
|
$
|
5.4
|
|
|
145.9
|
%
|
Percentage of net revenue
|
2.1
|
%
|
|
0.2
|
%
|
|
|
|
|
|
1.3
|
%
|
|
0.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenue
Net revenue
decreased
by $
30.9 million
, or
7.6%
, during
the three months ended December 29, 2018
compared to
the three months ended December 30, 2017
. This decrease was primarily due to
decreased
sales in Consumer and Industrial products, partially offset by increases in our Telecom products and
$29.6 million
of net revenue generated by Oclaro from the acquisition date.
OpComms net revenue
decreased
by $
34.7 million
, or
9.6%
, during
the three months ended December 29, 2018
compared to
the three months ended December 30, 2017
, driven by
decreased
sales of Consumer and Industrial products of
$96.0 million
, primarily in 3D sensing for mobile devices. Datacom products decreased by
$1.0 million
, driven by an overall decline in units and average selling price, which was mostly offset by sales of Datacom products by the newly acquired Oclaro business. These declines were partially offset by increased sales of Telecom of
$62.3 million
, primarily driven by ROADMs.
Lasers net revenue
increased
by $
3.8 million
, or
8.5%
, during
the three months ended December 29, 2018
compared to
the three months ended December 30, 2017
, primarily due to increased sales of our kilowatt class fiber lasers, offset by lower sales of our solid state lasers products.
Net revenue
increased
by
$80.0 million
, or
12.3%
, during
the six months ended December 29, 2018
compared to
the six months ended December 30, 2017
. This increase was primarily due to
increased
sales in Telecom products and
$29.6 million
of net revenue generated by Oclaro from the acquisition date.
OpComms net revenue
increased
by
$67.5 million
, or
11.9%
, during
the six months ended December 29, 2018
compared to
the six months ended December 30, 2017
, driven by
increased
sales of Telecom products of
$94.8 million
, partially offset by decreased sales of Consumer and Industrial products of
$15.3 million
and Datacom products of
$12.0 million
.
Lasers net revenue
increased
by
$12.5 million
, or
15.7%
, during
the six months ended December 29, 2018
compared to
the six months ended December 30, 2017
, primarily due to increased sales of our kilowatt class fiber lasers, offset by lower sales of our solid state lasers products.
During
the three and six months ended December 29, 2018
and
December 30, 2017
, net revenue generated from a single customer which represented 10% or greater of total net revenue is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Customer A
|
26.1
|
%
|
|
49.8
|
%
|
|
28.3
|
%
|
|
37.2
|
%
|
Customer B
|
15.0
|
%
|
|
*
|
|
|
15.0
|
%
|
|
10.5
|
%
|
Customer C
|
13.8
|
%
|
|
*
|
|
|
13.4
|
%
|
|
*
|
|
*Represents less than 10% of total net revenue
|
|
|
|
|
|
|
|
Revenue by Region
We operate in three geographic regions: Americas, Asia-Pacific and EMEA. Net revenue is assigned to the geographic region and country where our product is initially shipped. For example, certain customers may request shipment of our product to a contract manufacturer in one country, however, the location of the end customers may differ. The following table presents net revenue by the three geographic regions we operate in and net revenue from countries within those regions that represented 10% or more of our total net revenue (
in millions, except for percentages
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
$
|
20.7
|
|
|
5.6
|
%
|
|
$
|
25.9
|
|
|
6.4
|
%
|
|
$
|
42.6
|
|
|
5.9
|
%
|
|
$
|
59.5
|
|
|
9.2
|
%
|
Mexico
|
55.0
|
|
|
14.7
|
|
|
30.6
|
|
|
7.6
|
|
|
111.3
|
|
|
15.3
|
|
|
55.4
|
|
|
8.6
|
|
Other Americas
|
0.9
|
|
|
0.2
|
|
|
2.0
|
|
|
0.5
|
|
|
1.8
|
|
|
0.2
|
|
|
4.2
|
|
|
0.6
|
|
Total Americas
|
$
|
76.6
|
|
|
20.5
|
%
|
|
$
|
58.5
|
|
|
14.5
|
%
|
|
$
|
155.7
|
|
|
21.4
|
%
|
|
$
|
119.1
|
|
|
18.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia-Pacific:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong
|
$
|
99.9
|
|
|
26.7
|
%
|
|
$
|
45.7
|
|
|
11.3
|
%
|
|
$
|
165.5
|
|
|
22.7
|
%
|
|
$
|
94.6
|
|
|
14.6
|
%
|
Japan
|
43.2
|
|
|
11.6
|
|
|
89.5
|
|
|
22.1
|
|
|
79.2
|
|
|
10.9
|
|
|
123.6
|
|
|
19.1
|
|
South Korea
|
61.3
|
|
|
16.4
|
|
|
86.5
|
|
|
21.4
|
|
|
131.3
|
|
|
18.0
|
|
|
97.4
|
|
|
15.0
|
|
Other Asia-Pacific
|
61.8
|
|
|
16.5
|
|
|
98.9
|
|
|
24.4
|
|
|
136.0
|
|
|
18.7
|
|
|
162.2
|
|
|
25.0
|
|
Total Asia-Pacific
|
$
|
266.2
|
|
|
71.2
|
%
|
|
$
|
320.6
|
|
|
79.2
|
%
|
|
$
|
512.0
|
|
|
70.3
|
%
|
|
$
|
477.8
|
|
|
73.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EMEA
|
$
|
30.9
|
|
|
8.3
|
%
|
|
$
|
25.5
|
|
|
6.3
|
%
|
|
$
|
60.1
|
|
|
8.3
|
%
|
|
$
|
50.9
|
|
|
7.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenue
|
$
|
373.7
|
|
|
|
|
|
$
|
404.6
|
|
|
|
|
|
$
|
727.8
|
|
|
|
|
|
$
|
647.8
|
|
|
|
|
During
the three months ended December 29, 2018
and
December 30, 2017
, net revenue from customers outside the United States, based on customer shipping location, represented 94.4% and 93.6% of net revenue, respectively. Our net revenue from Mexico increased due to increased demand for our ROADM products from one of our large customers who manufactures in Mexico, while net revenue from Japan, South Korea and Other Asia-Pacific decreased largely driven by 3D sensing products for mobile devices.
During
the six months ended December 29, 2018
and
December 30, 2017
, net revenue from customers outside the United States, based on customer shipping location, represented 94.1% and 90.8% of net revenue, respectively. Our net revenue from
Mexico increased due to increased demand for our ROADM products from one of our large customers who manufactures in Mexico, while net revenue from Hong Kong and South Korea grew due to our 3D sensing products ramp for mobile devices.
Our net revenue is primarily denominated in U.S. dollars, including our net revenue from customers outside the United States as presented above. We expect revenue from customers outside of the United States to continue to be an important part of our overall net revenue and an increasing focus for net revenue growth opportunities. However, regulatory and enforcement actions by U.S. and other governmental agencies, as well as changes in tax and trade policies and tariffs, may impact net revenue from customers outside the United States in future periods.
Gross Margin and Segment Gross Margin
The following table summarizes segment gross margin for
the three and six months ended December 29, 2018
and
December 30, 2017
(
in millions, except for percentages
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
Gross Margin
|
|
Gross Profit
|
|
Gross Margin
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
OpComms
|
$
|
129.1
|
|
|
$
|
161.9
|
|
|
39.7
|
%
|
|
45.0
|
%
|
|
$
|
254.0
|
|
|
$
|
234.0
|
|
|
40.0
|
%
|
|
41.2
|
%
|
Lasers
|
20.6
|
|
|
19.9
|
|
|
42.7
|
%
|
|
44.7
|
%
|
|
38.3
|
|
|
30.5
|
|
|
41.5
|
%
|
|
38.2
|
%
|
Segment total
|
$
|
149.7
|
|
|
$
|
181.8
|
|
|
40.1
|
%
|
|
44.9
|
%
|
|
$
|
292.3
|
|
|
$
|
264.5
|
|
|
40.2
|
%
|
|
40.8
|
%
|
Unallocated corporate items
(1)
|
(24.9
|
)
|
|
(10.7
|
)
|
|
|
|
|
|
(41.5
|
)
|
|
(24.9
|
)
|
|
|
|
|
Total
|
$
|
124.8
|
|
|
$
|
171.1
|
|
|
33.4
|
%
|
|
42.3
|
%
|
|
$
|
250.8
|
|
|
$
|
239.6
|
|
|
34.5
|
%
|
|
37.0
|
%
|
(1) The unallocated corporate items for the periods presented include the effects of amortization of acquired developed technologies and other intangibles, share-based compensation and certain other charges. We do not allocate these items to the gross margin for each segment because management does not include such information in measuring the performance of the operating segments.
Other charges of unallocated corporate items for the three and six months ended December 29, 2018 primarily include set-up costs of our facility in Thailand, including costs of transferring product lines to Thailand of $14.5 million and $27.2 million, respectively. During each of
the three and six months ended December 30, 2017
, other charges of unallocated corporate items primarily consisted of set-up costs of our facility in Thailand of $3.1 million, which we incurred during our second quarter of fiscal 2018, as well as inventory write-downs due to canceled programs not allocated to the segments of $7.0 million.
Gross Margin
Gross margin during
the three months ended December 29, 2018
decreased
to
33.4%
from
42.3%
during
the three months ended December 30, 2017
. The decrease was primarily due to decreased sales in our 3D sensing products, which have higher gross margins than the average for the Company as well as increased costs related to startup and transfer costs for our Thailand facility.
Gross margin during
the six months ended December 29, 2018
decreased
to
34.5%
from
37.0%
during
the six months ended December 30, 2017
. The decrease was primarily due to increased startup and product transfer costs for our Thailand facility.
We sell products in certain markets that are consolidating, undergoing product, architectural and business model transitions, have high customer concentrations, are highly competitive, are price sensitive and/or are affected by customer seasonal and mix variant buying patterns. We expect these factors to continue to result in variability of our gross margin.
Segment Gross Margin
OpComms
OpComms gross margin during
the three months ended December 29, 2018
decreased
to
39.7%
from
45.0%
during
the three months ended December 30, 2017
. This decrease was primarily due to lower sales of our 3D sensing products which have higher gross margins than the averages for this segment.
OpComms gross margin during
the six months ended December 29, 2018
decreased
to
40.0%
from
41.2%
during
the six months ended December 30, 2017
. This decrease was primarily due to decreased sales of our 3D sensing products which have higher gross margins than the averages for this segment.
Lasers
Lasers gross margin during
the three months ended December 29, 2018
decreased
to
42.7%
from
44.7%
during
the three months ended December 30, 2017
. This decrease was primarily due to decreased sales of our Solid State products which have higher gross margins than the averages for this segment.
Lasers gross margin during
the six months ended December 29, 2018
increased to
41.5%
from
38.2%
during
the six months ended December 30, 2017
. This increase was primarily due to increased revenue and manufacturing utilization for our kilowatt class fiber lasers products partially offset by decreased sales of our Solid State products.
Research and Development (“R&D”)
R&D expense
decreased
by $
1.0 million
, or
2.3%
, during
the three months ended December 29, 2018
compared to
the three months ended December 30, 2017
. The decrease in R&D expense was primarily due to a decrease in employee-related costs which includes a decrease in variable incentive compensation. The decrease is partially offset by additional R&D expense due to the Oclaro acquisition.
R&D expense
decreased
by
$2.7 million
, or
3.4%
, during
the six months ended December 29, 2018
compared to
the six months ended December 30, 2017
. The decrease in R&D expense was primarily due to a decrease in employee-related costs which includes a decrease in variable incentive compensation. The decrease is partially offset by additional R&D expense due to the Oclaro acquisition.
We believe that continuing our investments in R&D is critical to attaining our strategic objectives. We plan to continue to invest in R&D and new products that we believe will further differentiate us in the marketplace and expect our investment in R&D to increase in absolute dollars in future quarters.
Selling, General and Administrative (“SG&A”)
SG&A expense
increased
by $
27.0 million
, or
75.6%
, during
the three months ended December 29, 2018
compared to
the three months ended December 30, 2017
. The increase was primarily attributable to $13.3 million in charges related to the acceleration of equity awards under certain Oclaro executive severance and retention agreements, $9.0 million related to the success fee on the closing of the Oclaro transaction, an increase in payroll related expense of $2.4 million and an increase in stock-based compensation of $1.0 million.
SG&A expense
increased
by
$33.4 million
, or
53.6%
, during
the six months ended December 29, 2018
compared to
the six months ended December 30, 2017
. The increase was primarily attributable to $13.3 million in charges related to the acceleration of equity awards under certain Oclaro executive severance and retention agreements, $9.0 million related to the success fee on the closing of the Oclaro transaction, an increase in payroll related expense of $2.4 million, which includes an increase in variable incentive compensation of $1.2 million, an increase in stock-based compensation of $2.3 million and $1.1 million of costs related to the anticipated acquisition of Oclaro, which occurred on December 10, 2018.
We expect to experience in the future certain non-core expenses, such as mergers and acquisition-related expenses and litigation expenses, which will likely increase our SG&A expenses and potentially impact our profitability expectations in any particular quarter.
Restructuring and Related Charges
We have initiated various strategic restructuring events primarily intended to reduce costs, consolidate our operations, rationalize the manufacturing of our products and align our business in response to market conditions and as a result of our acquisition of Oclaro on December 10, 2018.
During
the three and six months ended December 29, 2018
, we recorded
$7.8 million
and
$9.1 million
, respectively, in restructuring and related charges in our condensed consolidated statements of operations, primarily attributable to severance and employee related benefits associated with Oclaro’s executive severance and retention agreements. These retention agreements provide, under certain circumstances, for payments and benefits upon an involuntary termination of employment. We made
$5.7 million
of payments in connection with these agreements during
the three and six months ended December 29, 2018
. Refer to “Note 5. Business Combinations.”
On September 5, 2018, we implemented an internal re-organization to help us extend our market leadership position. The re-organization focuses on strengthening our product quality, developing new enabling technologies required to support a long-term portfolio roadmap, and developing commercial proposals and new product introduction (“NPI”) priorities to maintain and grow our market leadership position, while continuing to drive new customer and ecosystem partner engagements. Refer to “
Note 15. Restructuring and Related Charges
” in the notes to condensed consolidated financial statements.
During
the three and six months ended December 30, 2017
, we recorded
$0.8 million
and
$3.7 million
, respectively, in restructuring and related charges in our condensed consolidated statements of operations, primarily attributable to costs to vacate facilities, temporary labor and employee-related benefits, as well as costs for materials used in set up and production activities. We incurred no additional costs related to severance during
the three and six months ended December 30, 2017
.
Interest and Other Income (Expense), Net
The components of interest and other income (expense), net are as follows (
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Interest expense
|
$
|
(8.5
|
)
|
|
$
|
(4.6
|
)
|
|
$
|
(13.6
|
)
|
|
$
|
(9.0
|
)
|
Foreign exchange gains (losses), net
|
0.3
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.7
|
)
|
Interest income
|
3.4
|
|
|
1.7
|
|
|
6.1
|
|
|
3.1
|
|
Other income (expense), net
|
0.1
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
Interest and other income (expense), net
|
$
|
(4.7
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
(6.6
|
)
|
For
the three months ended December 29, 2018
, interest and other income (expense), net increased by $1.5 million in expense as compared to
the three months ended December 30, 2017
, mainly driven by ticking fees and interest expense on our term loan that we entered into during the second quarter of fiscal 2018.
For
the six months ended December 29, 2018
, interest and other income (expense), net increased by $0.5 million in expense as compared to
the six months ended December 30, 2017
, mainly driven by increased interest expense on our term loan that we entered into during the second quarter of fiscal 2018.
Unrealized Gain (Loss) on Derivative Liability
Unrealized gain (loss) on Series A
Preferred Stock
derivative liability amounted to
$10.9 million
and
$8.8 million
for
the three and six months ended December 29, 2018
, respectively, as compared to
$7.9 million
and
$12.1 million
for
the three and six months ended December 30, 2017
, respectively. The changes are primarily related to the change in the price of our underlying common stock and are reflected in the condensed consolidated statements of operations as “unrealized gain (loss) on derivative liability”. We do not expect any gains or loss in future due to conversion, for further discussion of our derivative liability, see “
Note 13. Derivative Liability
” in the notes to condensed consolidated financial statements.
Provision for (Benefit from) Income Taxes
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 29, 2018
|
|
December 30, 2017
|
Provision for (benefit from) income taxes
|
$
|
1.4
|
|
|
$
|
(109.3
|
)
|
|
$
|
6.6
|
|
|
$
|
(112.9
|
)
|
The comparability of our operating results in the first half of fiscal 2019 compared to the corresponding prior year period was impacted by the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which was enacted on December 22, 2017. The Tax Act introduced significant changes to U.S. income tax law including reducing the U.S. federal statutory tax rate from
35%
to
21%
and imposing new taxes on certain foreign-sourced earnings and certain intercompany payments. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, we made reasonable estimates of the effects and recorded provisional amounts in our financial statements as of fiscal 2018 in accordance with SEC Staff Accounting Bulletin No. 118 (“SAB 118”). During the period ended December 29, 2018, we completed our accounting for the Tax Act with no material adjustment to our provisional estimates recorded.
Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, we update our estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, we make a cumulative adjustment in such period.
Our quarterly tax provision and estimate of our annual effective tax rate are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how we do business, and tax law developments. Our estimated effective tax rate for the fiscal 2019 differs from the 21% U.S. statutory rate primarily due to the income tax benefit of the earnings of our foreign subsidiaries being taxed at rates lower than the U.S. statutory rate as well as the U.S. federal R&D tax credit, partially offset by the income tax expense from non-deductible stock-based compensation and the tax effect of Global Intangible Low-Taxed Income (“GILTI”), Base Erosion and Anti-Abuse Tax (“BEAT”) and subpart F inclusion.
We recorded a tax expense of
$1.4 million
and
$6.6 million
for
the three and six months ended December 29, 2018
, respectively. Our provision for income taxes for
the three and six months ended December 29, 2018
varied from the
21%
U.S. statutory rate primarily due to the income tax benefit of the earnings of our foreign subsidiaries being taxed at rates lower than the U.S. statutory rate as well as the tax benefit from the U.S. federal R&D tax credit, partially offset by the income tax expense from non-deductible stock-based compensation and the tax effect of GILTI, BEAT, and subpart F inclusion.
We recorded a tax benefit of
$109.3 million
and
$112.9 million
for
the three and six months ended December 30, 2017
, respectively. Our benefit from income taxes for
the three and six months ended December 30, 2017
varied from the previous U.S. federal statutory income tax rate of
35%
primarily due to earnings in foreign operations, the tax benefit from excess stock-based compensation deductions, and the non-taxable unrealized gain from the embedded derivatives for the Series A Preferred Stock. Our tax benefit for the three and six months ended December 30, 2017 was primarily due to the release of our U.S. federal and certain state valuation allowances. The benefit of this valuation allowance release was partially offset by a non-cash deferred expense associated with the change in the U.S. statutory rate as a result of the Tax Act which was enacted during the three-month period ended December 30, 2017.
As of
December 29, 2018
, we had
$9.0 million
of unrecognized tax benefits, which, if recognized, would affect the effective tax rate. We are subject to examination of income tax returns by various domestic and foreign tax authorities. The timing of resolutions and closures of tax audits is highly unpredictable. Given the uncertainty, it is reasonably possible that certain tax audits may be concluded within the next
12
months. An estimate of the range of increase or decrease that could occur in the next
12
months cannot be made. However, the estimated impact to tax expense and net income from the resolution and closure of tax exams is not expected to be significant within the next 12 months.
On July 24, 2018, the Ninth Circuit Court of Appeals (the “Court”) issued an opinion in
Altera Corp. v. Commissioner
requiring related parties in an intercompany cost sharing arrangement to share expenses related to share-based compensation. This opinion reversed the prior decision of the United States Tax Court. On August 7, 2018, the Court withdrew the opinion issued on July 24, 2018 to allow time for a reconstituted panel of judges to confer. We will continue to monitor the case and potential impact to our consolidated financial statements.
We operate under a tax holiday in Thailand, which could be effective through fiscal year 2025, and may be extended if certain additional requirements are satisfied. The tax holiday is conditional upon our meeting certain employment and investment thresholds. The tax holiday had an insignificant impact on our foreign taxes and on net income per share (diluted) for the fiscal year ended June 30, 2018 and for the three and six months ended December 29, 2018. Oclaro’s China subsidiary operates under a tax incentive that is effective through fiscal year 2022. The tax incentive is conditional upon meeting certain operational requirements. The China tax incentive had insignificant impact on our tax provision and on net income per share (diluted) for the three and six months ended December 29, 2018.
Contractual Obligations
The following table summarizes our contractual obligations as of
December 29, 2018
, and the effect such obligations are expected to have on our liquidity and cash flow over the next five years (
in millions
):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by period
|
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
Acquisition contingencies
(1)
|
$
|
3.0
|
|
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Asset retirement obligations
|
2.8
|
|
|
—
|
|
|
1.0
|
|
|
0.5
|
|
|
1.3
|
|
Capital lease obligations
(2)
|
5.9
|
|
|
5.3
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
Operating lease obligations
(2)
|
106.6
|
|
|
18.5
|
|
|
29.8
|
|
|
24.1
|
|
|
34.2
|
|
Pension plan contributions
(3)
|
1.8
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Purchase obligations
(4)
|
281.8
|
|
|
271.8
|
|
|
10.0
|
|
|
—
|
|
|
—
|
|
Term loan - principal
(5)
|
500.0
|
|
|
5.0
|
|
|
10.0
|
|
|
8.8
|
|
|
476.2
|
|
Term loan - interest
(5)
|
165.4
|
|
|
25.7
|
|
|
48.0
|
|
|
41.2
|
|
|
50.5
|
|
Convertible notes - principal
(6)
|
450.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450.0
|
|
Convertible notes - interest
(7)
|
6.2
|
|
|
1.1
|
|
|
2.2
|
|
|
2.2
|
|
|
0.7
|
|
Total
|
$
|
1,523.5
|
|
|
$
|
332.2
|
|
|
$
|
101.6
|
|
|
$
|
76.8
|
|
|
$
|
1,012.9
|
|
(1) Refer to “
Note 10. Fair Value Measurements
” in the notes to condensed consolidated financial statements.
(2) Refer to “
Note 18. Commitments and Contingencies
” in the notes to condensed consolidated financial statements.
(3) As a result of acquiring Time-Bandwidth Products Inc. in January 2014, we assumed a pension plan for our employees in Switzerland (“Switzerland Plan”). The Switzerland Plan is partially funded.
As a result of acquiring Oclaro, Inc. in December 2018, we assumed defined contribution pension plans for our employees in Japan and the U.K., and a defined benefit plan for our employees in Japan (“Japan Plan”). The Japan Plan is unfunded.
The amount in the preceding table r
epresents planned contributions to our various pension plans. Although additional future contributions will be required, the amount and timing of these contributions will be affected by actuarial assumptions, the actual rate of returns on plan assets, the level of market interest rates, legislative changes, and the amount of voluntary contributions to the plan. Any contributions for the following fiscal year and later will depend on the value of the plan assets in the future and thus are uncertain. As such, we have not included any amounts beyond 1 year in the table above.
(4) Purchase obligations represent legally-binding commitments to purchase inventory and other commitments made in the normal course of business to meet operational requirements. Refer to “
Note 18. Commitments and Contingencies
” in the notes to condensed consolidated financial statements.
(5) We incurred indebtedness in an aggregate principal amount of
$500.0 million
pursuant to a senior secured Term Loan Facility that we entered into in connection with the closing of the Oclaro acquisition on December 10, 2018. The amounts of interest included in the table above is based on current interest rate. Refer to “
Note 6. Term Loan Facility
” in the notes to condensed consolidated financial statements.
(6) Refer to “
Note 12. Convertible Senior Notes
” in the notes to condensed consolidated financial statements.
(7) Includes interest on our 0.25% Convertible Senior Notes due in 2024 through March 2024 as we have the right to redeem the 2024 Notes in whole or in part at any time on or after March 15, 2024. Refer to “
Note 12. Convertible Senior Notes
” in the notes to condensed consolidated financial statements.
As of
December 29, 2018
, our other non-current liabilities also include
$9.0 million
of unrecognized tax benefit for uncertain tax positions. We are unable to reliably estimate the timing of future payments related to uncertain tax positions and therefore have excluded them from the preceding table.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, as such term is defined in rules promulgated by the SEC, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Financial Condition
Liquidity and Capital Resources
As of
December 29, 2018
and
June 30, 2018
, our cash and cash equivalents of
$371.3 million
and
$397.3 million
, respectively, were largely held in the United States. The total amount of cash outside the United States as of
December 29, 2018
was
$105.1 million
, which was primarily held in the British Virgin Islands, Canada, Cayman Islands, China, Japan, Thailand and the United Kingdom. Although the cash currently held in the United States as well as the cash generated in the United States from future operations is expected to cover our normal operating requirements, a substantial amount of additional cash could be required for other purposes, such as capital expenditures to support our business and growth, including costs associated with increasing internal manufacturing capabilities, such as our new Thailand facility, strategic transactions and partnerships, and acquisitions, such as our acquisition of Oclaro. Our intent is to indefinitely reinvest funds held outside the United States, except for the funds held in the Cayman Islands and Hong Kong, and our current plans do not demonstrate a need to repatriate them to fund our domestic operations. However, if in the future, we encounter a significant need for liquidity domestically or at a particular location that we cannot fulfill through borrowings, equity offerings, or other internal or external sources, or the cost to bring back the money is insignificant from a tax perspective, we may determine that cash repatriations are necessary or desirable. Repatriation could result in additional material taxes. These factors may cause us to have an overall tax rate higher than other companies or higher than our tax rates have been in the past. If conditions warrant, we may seek to obtain additional financing through debt or equity sources. To the extent we issue additional shares, our existing stockholders may be diluted. However, any such financing may not be available on terms favorable to us, or may not be available at all.
As of
December 29, 2018
, our consolidated balance of cash and cash equivalents decreased by
$26.0 million
, to $
371.3 million
from
$397.3 million
as of June 30, 2018. The decrease in cash and cash equivalents was mainly due to cash used in investing activities of
$672.4 million
, principally related to cash used to acquire Oclaro; partially offset by cash provided by financing activities of
$487.0 million
, primarily related to
$491.0 million
in proceeds from a term loan, net of debt issuance costs, used to fund the Oclaro acquisition, and cash provided by operating activities of
$159.6 million
during
the six months ended December 29, 2018
.
Operating Cash Flow
Cash provided by operating activities was $
159.6 million
during
the six months ended December 29, 2018
, primarily resulting from $
63.7 million
of net income,
$83.4 million
of non-cash items (such as depreciation, stock-based compensation, unrealized loss on derivative liability, amortization of intangibles, amortization of discount on the 2024 Notes, amortization of the debt issuance costs on the term loan, and amortization of the inventory fair value adjustment in connection with the acquisition of Oclaro), and
$12.5 million
of changes in our operating assets and liabilities. Changes in our operating assets and liabilities related
primarily to an increase in accounts payable of
$16.5 million
, a change in income taxes, net of
$5.8 million
, an increase in accrued expenses and other current and non-current liabilities of
$2.8 million
and a decrease in inventories of
$0.5 million
, partially offset by an increase of prepayments and other current and non-current assets of
$10.7 million
, an increase of accounts receivable of
$0.8 million
and a decrease in accrued payroll and related expenses of
$1.6 million
.
Cash provided by operating activities was $114.8 million during the six months ended December 30, 2017, primarily resulting from $211.9 million of net income, offset by $66.7 million of non-cash items (such as depreciation, stock-based compensation, amortization of intangibles, amortization of discount on the 2024 Notes, net of the release of the valuation allowance and unrealized gain on derivative liability), and $30.4 million of changes in our operating assets and liabilities. Changes in our operating assets and liabilities related primarily to an increase in accounts receivable of $55.8 million offset by an increase in accrued expenses and other current and non-current liabilities of $15.1 million.
Investing Cash Flow
Cash used in investing activities of
$672.4 million
during
the six months ended December 29, 2018
, was primarily attributable to
$619.8 million
in cash payments to acquire all outstanding shares of common stock of Oclaro, net of cash received through the acquisition of Oclaro. In addition we had capital expenditures of $
53.9 million
, partially offset by sales of short-term investments, net of purchases of
$2.0 million
.
Cash used in investing activities of $191.1 million during the six months ended December 30, 2017, was primarily attributable to capital expenditures of $50.2 million and purchases of short-term investments, net of sales of $140.9 million.
Financing Cash Flow
Cash provided by financing activities of
$487.0 million
during
the six months ended December 29, 2018
, primarily resulted from
$491.0 million
of proceeds from a term loan, net of debt issuance costs, used to partially finance the Oclaro acquisition, and
$4.7 million
from the issuance of common stock under the employee stock plan; partially offset by tax payments related to restricted stock of
$2.4 million
, the repayment of capital lease obligations of
$4.6 million
, a payment of an acquisition related holdback of
$1.0 million
, and dividend payments on our Series A Preferred Stock of
$0.7 million
.
During the six months ended December 30, 2017, cash provided by financing activities of $4.7 million, resulted primarily from the issuance of common stock under the employee stock plan.
Liquidity and Capital Resources Requirements
We believe that our cash and cash equivalents as of
December 29, 2018
, and cash flows from our operating activities will be sufficient to meet our liquidity and capital spending requirements for at least the next 12 months. However, if market conditions are favorable, we may evaluate alternatives to opportunistically pursue additional financing.
There are a number of factors that could positively or negatively impact our liquidity position, including:
|
|
•
|
global economic conditions which affect demand for our products and services and impact the financial stability of our suppliers and customers;
|
|
|
•
|
changes in accounts receivable, inventory or other operating assets and liabilities, which affect our working capital;
|
|
|
•
|
increase in capital expenditures to support our business and growth;
|
|
|
•
|
the tendency of customers to delay payments or to negotiate favorable payment terms to manage their own liquidity positions;
|
|
|
•
|
timing of payments to our suppliers;
|
|
|
•
|
factoring or sale of accounts receivable;
|
|
|
•
|
volatility in fixed income and credit, which impact the liquidity and valuation of our investment portfolios;
|
|
|
•
|
volatility in foreign exchange markets, which impacts our financial results;
|
|
|
•
|
possible investments or acquisitions of complementary businesses, products or technologies, or other strategic transactions or partnerships;
|
|
|
•
|
issuance of debt or equity securities, or other financing transactions, including bank debt;
|
|
|
•
|
potential funding of pension liabilities either voluntarily or as required by law or regulation; and
|
|
|
•
|
the settlement of any conversion or redemption of the 2024 Notes in cash.
|
In March 2018, we entered into the Merger Agreement with Oclaro. On December 10, 2018, we completed the merger. In accordance with the terms of the Merger Agreement, each issued and outstanding share of Oclaro common stock was automatically converted into the right to receive (i) $5.60 in cash and (ii) 0.0636 of a share of Lumentum common stock. The total transaction consideration was
$1.4 billion
, funded through a combination of the issuance of Lumentum common stock, new debt obtained through a Credit Agreement with Deutsche Bank, and cash balances of the combined company.