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Oclaro Announces Second Quarter Fiscal 2011 Financial Results

SAN JOSE, Calif. Jan. 27, 2011 January 1, 2011

Alain Couder

Highlights for Second Quarter Fiscal 2011:

  • $120.3 million $121.3 million
    • Non-GAAP gross margin was 30% for the second quarter of fiscal 2011, compared to 29% in the first quarter of fiscal 2011.
  • $1.6 million $5.0 million
    • $6.6 million $7.7 million
  • $10.1 million $10.9 million
  • $0.2 million $0.4 million
    • $5.9 million $6.6 million
  • $78.1 million January 1, 2011
  • Within the quarter Oclaro conducted a well-attended analyst day at the NASDAQ MarketSite emphasizing the depth of its technology, the strength of its customer relationships and the positioning of its product portfolio for continuing growth through calendar 2011 and beyond.

Other Business

Alain Couder

Jim Haynes Terry Unter Gray Williams Bob Quinn

Third Quarter Fiscal 2011 Outlook

April 2, 2011

  • $123 million to $131 million
  • Non-GAAP gross margin in the range of 27% to 31%.  
  • $6 million to $11 million

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

Conference Call

1:30 p.m. PT 4:30 p.m. ET February 3, 2011 www.oclaro.com

About Oclaro

Switzerland Italy Thailand China www.oclaro.com

Copyright 2011. All rights reserved. Oclaro, the Oclaro logo, and certain other Oclaro trademarks and logos are trademarks and/or registered trademarks of Oclaro, Inc. or its subsidiaries in the U.S. and other countries. Information in this release is subject to change without notice.

Safe Harbor Statement

April 2, 2011

Non-GAAP Financial Measures

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

Oclaro believes that providing these non-GAAP measures to its investors, in addition to corresponding income statement measures, provides investors the benefit of viewing Oclaro’s performance using the same financial metrics that the management team uses in making many key decisions and evaluating how Oclaro’s "core operating performance" and its results of operations may look in the future. Oclaro defines "core operating performance" as its on-going performance in the ordinary course of its operations.  Items that are non-recurring or do not involve cash expenditures, such as impairment charges, income taxes, restructuring and severance programs, costs relating to specific major projects, and non-cash compensation related to stock and options, are not included in Oclaro’s view of "core operating performance."  Management does not believe these items are reflective of Oclaro’s ongoing core operations and accordingly excludes those items from non-GAAP gross margin rate, non-GAAP operating income/loss and non-GAAP net income/loss. Additionally, each non-GAAP measure has historically been presented by Oclaro as a complement to its most comparable GAAP measure, and Oclaro believes that the continuation of this practice increases the consistency and comparability of Oclaro’s earnings releases.

the United States of America

Non-GAAP Gross Margin Rate

Non-GAAP gross margin rate is calculated as gross margin rate as determined in accordance with GAAP (gross profit as a percentage of revenues) excluding non-cash compensation related to stock and options. Oclaro evaluates its performance using non-GAAP gross margin rate to assess Oclaro’s historical and prospective operating financial performance, as well as its operating performance relative to its competitors.

Non-GAAP Operating Income/Loss

Non-GAAP operating income/loss is calculated as operating income/loss as determined in accordance with GAAP excluding the impact of amortization of intangible assets, restructuring, merger and related costs, non-cash compensation related to stock and options granted to employees and directors, and certain other one-time charges and credits specifically identified in the non-GAAP reconciliation schedules set forth below. Oclaro evaluates its performance using, among other things, non-GAAP operating income/loss in evaluating Oclaro’s historical and prospective operating financial performance, as well as its operating performance relative to its competitors.

Non-GAAP Net Income/Loss

Non-GAAP net income/loss is calculated as net income/loss excluding the impact of restructuring, merger and related costs, non-cash compensation related to stock and options granted to employees and directors, net foreign currency translation gains/losses, the impact of amortization of intangible assets and certain other one-time charges and credits specifically identified in the non-GAAP reconciliation schedules set forth below. Oclaro uses non-GAAP net income/loss in evaluating Oclaro’s historical and prospective operating financial performance, as well as its operating performance relative to its competitors.

Adjusted EBITDA

Adjusted EBITDA is calculated as net income/loss excluding the impact of income taxes, net interest income/expense, depreciation and amortization, net foreign currency translation gains/losses, as well as restructuring, merger and related costs, non-cash compensation related to stock and options and certain other one-time charges and credits specifically identified in the non-GAAP reconciliation schedules set forth below. Oclaro uses Adjusted EBITDA in evaluating Oclaro’s historical and prospective cash usage, as well as its cash usage relative to its competitors. Specifically, management uses this non-GAAP measure to further understand and analyze the cash used in/generated from Oclaro’s core operations. Oclaro believes that by excluding these non-cash and non-recurring charges, more accurate expectations of its future cash needs can be assessed in addition to providing a better understanding of the actual cash used in or generated from core operations for the periods presented. Oclaro further believes that providing this information allows Oclaro’s investors greater transparency and a better understanding of Oclaro’s core cash position.

OCLARO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

ASSETS

January 1, 2011

July 3, 2010

Current assets:

Cash and cash equivalents

$             77,279

$    107,176

Restricted cash

845

4,458

Accounts receivable, net

105,715

93,412

Inventories

82,840

62,570

Prepaid expenses and other current assets

15,858

14,905

Total current assets

282,537

282,521

Property and equipment, net

54,086

37,516

Other intangible assets, net

21,060

10,610

Goodwill

30,904

20,000

Other non-current assets

10,094

10,148

Total assets

$           398,681

$    360,795

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$             61,763

$      50,103

Accrued expenses and other liabilities

45,520

35,404

Total current liabilities

107,283

85,507

Deferred gain on sale-leaseback

12,899

12,969

Other long-term liabilities

14,631

9,785

Total liabilities

134,813

108,261

Stockholders’ equity:

Common stock

499

494

Additional paid-in capital

1,308,538

1,304,779

Accumulated other comprehensive income

34,334

26,907

Accumulated deficit

(1,079,503)

(1,079,646)

Total stockholders’ equity

263,868

252,534

Total liabilities and stockholders’ equity

$           398,681

$    360,795

OCLARO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)

Three Months Ended

January 1, 2011

October 2, 2010

January 2, 2010

Revenues

$           120,299

$           121,347

$             93,574

Cost of revenues

84,556

86,521

68,715

Gross profit

35,743

34,826

24,859

Operating expenses:

Research and development

15,696

13,711

9,675

Selling, general and administrative

15,149

14,813

14,835

Amortization of intangible assets

739

619

125

Restructuring, merger and related costs

903

670

3,040

Legal Settlements

1,678

Gain on sale of property and equipment

(48)

(21)

(71)

Total operating expenses

34,117

29,792

27,604

Operating income (loss)

1,626

5,034

(2,745)

Other income (expense):

Interest income

9

7

2

Interest expense

(479)

(573)

(33)

Gain (loss) on foreign currency translation

(1,119)

(3,587)

793

Other income

28

Total other income (expense)

(1,589)

(4,153)

790

Income (loss) before income taxes

37

881

(1,955)

Income tax provision

250

525

524

Net income (loss)

$                (213)

$                  356

$             (2,479)

Net income (loss) per share:

Basic

$                    –

$                 0.01

$               (0.07)

Diluted

$                    –

$                 0.01

$               (0.07)

Shares used in computing net income (loss) per share:

Basic

48,262

48,115

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