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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

R	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended September 29, 2013

	Or

£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from __________ to __________

Commission file number 000-31581

OPLINK COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

No. 77-0411346

(I.R.S. Employer

Identification No.)

46335 Landing Parkway, Fremont, CA 94538

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (510) 933-7200

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer £

Accelerated filer R

Non-accelerated filer £

Smaller reporting company £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R

The number of outstanding shares of the Registrant’s common stock, $0.001 par value, as of October 27, 2013, was 19,327,238.

OPLINK COMMUNICATIONS, INC.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of September 29, 2013 and June 30, 2013	3
	Condensed Consolidated Statements of Operations for the three months ended September 29, 2013 and September 30, 2013	4
	Condensed Consolidated Statements of Comprehensive Income for the three months ended September 29, 2013 and September 30, 2013	5
	Condensed Consolidated Statements of Cash Flows for the three months ended September 29, 2013 and September 30, 2013	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29
Signature		30
Exhibit Index

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PART I. FINANCIAL INFORMATION

ITEM 1- FINANCIAL STATEMENTS

OPLINK COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except par value)	September 29,			June 30,
	2013			2013
ASSETS
Current assets:
Cash and cash equivalents	$	55,177		$	65,014
Short-term investments		106,260			105,829
Accounts receivable, net		40,818			40,735
Inventories		35,996			30,028
Deferred tax assets		809			809
Prepaid expenses and other current assets		7,486			7,029
Total current assets		246,546			249,444

Property, plant and equipment, net		51,184			47,687
Long-term investments		12,579			3,307
Goodwill and acquired intangible assets, net		1,071			1,146
Deferred tax assets, non-current		7,158			7,083
Other assets		16,259			16,504
Total assets	$	334,797		$	325,171

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	19,989		$	18,166
Accrued liabilities		14,872			12,782
Income tax payable		878			797
Total current liabilities		35,739			31,745

Income tax payable, non-current		8,468			8,196
Deferred tax liabilities, non-current		669			670
Other non-current liabilities		1,347			1,359
Total liabilities		46,223			41,970

Commitments and contingencies (Note 13)
Stockholders' equity:
Common stock, $0.001 par value, 34,000 shares authorized; 19,324 and 19,141 shares issued and outstanding as of September 29, 2013 and June 30, 2013, respectively		19			19
Additional paid-in capital		434,783			433,522
Accumulated other comprehensive income		14,488			12,598
Accumulated deficit		(160,716	)		(162,938	)
Total stockholders’ equity		288,574			283,201
Total liabilities and stockholders’ equity	$	334,797		$	325,171

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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OPLINK COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)	Three Months Ended
	September 29, 2013		September 30, 2012
Revenues	$	54,782	$	44,884
Cost of revenues		37,085		28,254
Gross profit		17,697		16,630

Operating expenses:
Research and development		7,199		5,812
Sales and marketing		4,399		3,988
General and administrative		3,000		2,861
Amortization of acquired intangible assets		40		91
Net (gain) loss on sale and disposal of property and equipment		77		(7	)
Total operating expenses		14,715		12,745

Operating income		2,982		3,885
Interest income and other, net		32		266
Income before provision for income taxes		3,014		4,151
Provision for income taxes		792		788
Net income	$	2,222	$	3,363

Net income per share:
Basic	$	0.12	$	0.18
Diluted	$	0.11	$	0.17

Weighted average shares:
Basic		19,239		19,080
Diluted		19,543		19,425

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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OPLINK COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)	Three Months Ended
	September 29, 2013		September 30, 2012
Net income	$	2,222	$	3,363
Other comprehensive income (loss), net of taxes:
Currency translation adjustments		322		(135	)
Change in net unrealized gain on investments, net		1,568		123
Other comprehensive income (loss), net		1,890		(12	)
Comprehensive income	$	4,112	$	3,351

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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OPLINK COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
(in thousands)	September 29, 2013			September 30, 2012
Cash flows from operating activities:
Net income	$	2,222		$	3,363
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense		2,001			1,781
Amortization of acquired intangible assets		75			127
Stock-based compensation expense		2,077			1,986
Amortization of premium on investments		212			175
Net (gain) loss on sale and disposal of property and equipment		77			(7	)
Excess tax benefits from stock-based compensation		--			(79	)
Deferred income taxes		(74	)		4
Changes in assets and liabilities:
Accounts receivable		(52	)		(891	)
Inventories		(5,841	)		(27	)
Prepayments and other assets		(192	)		449
Accounts payable		1,789			(1,341	)
Accrued liabilities and other liabilities		2,145			2,223
Net cash provided by operating activities		4,439			7,763

Cash flows from investing activities:
Purchases of available-for-sale investments		(47,419	)		(48,087	)
Sales and maturities of available-for-sale investments		48,371			34,725
Purchases of held-to-maturity investments		(9,288	)		(244	)
Proceeds from sales of property and equipment		51			12
Purchases of property and equipment		(5,502	)		(1,416	)
Net cash used for investing activities		(13,787	)		(15,010	)

Cash flows from financing activities:
Proceeds from issuance of common stock		620			1,180
Repurchases of common stock		--			(2,675	)
Excess tax benefits from stock-based compensation		--			79
Tax withholdings related to net share settlements of restricted stock units		(1,147	)		(956	)
Net cash used for financing activities		(527	)		(2,372	)

Effect of exchange rates on cash and cash equivalents		38			(55	)
Net decrease in cash and cash equivalents		(9,837	)		(9,674	)
Cash and cash equivalents at beginning of period		65,014			81,233
Cash and cash equivalents at end of period	$	55,177		$	71,559

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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OPLINK COMMUNICATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Description of Business

The Company

Oplink Communications, Inc. (“Oplink”, or the “Company”) was incorporated in California in September 1995 and was later reincorporated in Delaware in September 2000. The Company is headquartered in Fremont, California and has manufacturing, design and research and development facilities in Zhuhai, Shanghai and Wuhan, China and in Taipei and Hsinchu, Taiwan.

The Company designs, manufactures and sells optical networking components and subsystems. Its products expand optical bandwidth, amplify optical signals, monitor and protect wavelength performance, redirect light signals, ensure signal connectivity and provide signal transmission and reception within an optical network. Its products enable greater and higher quality bandwidth over longer distances, which reduces network congestion and transmission cost per bit. Its products also enable optical system manufacturers to provide flexible and scalable bandwidth to support the increase of data traffic on the Internet and other public and private networks.

The Company offers its customers design, integration and optical manufacturing solutions (“OMS”) for the production and packaging of highly-integrated optical subsystems and turnkey solutions, based upon a customer’s specific product design and specifications. The Company also offers solutions with lower levels of component integration for customers that place more value on flexibility than would be provided with turnkey solutions.

The Company’s product portfolio also includes optical transmission products that broaden the addressable markets as well as the range of solutions that the Company can now offer its customers. The Company’s transmission products consist of a comprehensive line of high-performance fiber optic modules, including fiber optic transmitters, receivers, transceivers, and transponders, primarily for use in metropolitan area network (“MAN”), local area network (“LAN”), and fiber-to-the-home (“FTTH”) applications. Fiber optic modules are the integration of pre-assembled components that are used to build network equipment. The Company’s transmission products convert data signals between optical domain and electronic domain, thereby facilitating the transmission of information over fiber optic communication networks.

Note 2 - Basis of Presentation

The unaudited condensed consolidated financial statements included herein have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“U.S.”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S., have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position of the Company as of September 29, 2013, the results of its operations for the three month periods ended September 29, 2013 and September 30, 2012 and its cash flows for the three month periods ended September 29, 2013 and September 30, 2012. The results of operations for the periods presented are not necessarily indicative of those that may be expected for the full year. The condensed consolidated financial statements presented herein have been prepared by management, without audit by independent auditors who do not express an opinion thereon, and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013. The June 30, 2013 condensed consolidated balance sheet data was derived from audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013 but does not include all disclosures required for annual periods. Certain reclassifications have been made to conform to the current period’s presentation.

The Company operates and reports using a fiscal year, which ends on the Sunday closest to June 30. Fiscal 2014 and Fiscal 2013 are 52-week fiscal years.

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The consolidated financial statements include the accounts of the Company and its wholly and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company presents the financial information of some of its foreign operating subsidiaries in its consolidated financial statements utilizing accounts as of a date one month earlier than the accounts of its parent company to ensure timely reporting of consolidated results.

The Company conducts its business within one business segment and has no organizational structure dictated by product, service lines, geography or customer type.

There have been no significant changes in the Company’s significant accounting policies that were disclosed in its Annual Report on Form 10-K for the fiscal year ended June 30, 2013.

Note 3 - Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This standard requires an entity to present unrecognized tax benefits as a reduction to deferred tax assets when a net operating loss carryforward, similar tax loss or a tax credit carryforward exists, with limited exceptions. This standard is effective for fiscal years beginning on or after December 15, 2013, and for interim periods within those fiscal years. The Company is currently assessing the impact of this new guidance.

Note 4 - Net Income Per Share

Basic net income per share is computed by dividing the net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and dilutive potential common shares outstanding during the period, if dilutive. Potentially dilutive common equivalent shares are composed of the incremental common shares issuable upon the exercise of stock options, the vesting of awards and purchases under the employee stock purchase plan. The following is the computations of the basic and diluted net income per share and the anti-dilutive common stock equivalents excluded from the computations for the periods presented (in thousands, except per share data):

	Three Months ended
	September 29, 2013		September 30, 2012
Numerator:
Net income	$	2,222	$	3,363

Denominator:
Weighted average common shares outstanding		19,239		19,080
Dilutive effect of employee stock options and restricted stock units		304		345
Weighted average common shares outstanding, assuming dilution		19,543		19,425

Net income per share:
Basic	$	0.12	$	0.18
Diluted	$	0.11	$	0.17

Anti-dilutive stock options and awards not included in net income per share calculation		1,768		1,290

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Note 5 – Accumulated Other Comprehensive Income

The changes in accumulated other comprehensive income by component and related tax effects during the three months ended September 29, 2013 were as follows:

	Unrealized Gains (Losses) on Available-for-Sale Securities			Foreign Currency Translation Adjustment		Total
Balance, June 30, 2013	$	(4,149	)	$	16,747	$	12,598
Other comprehensive income before reclassification		1,568			322		1,890
Amounts reclassified from accumulated other comprehensive income		--			--		--
Other comprehensive income, net		1,568			322		1,890
Balance, September 29, 2013	$	(2,581	)	$	17,069	$	14,488

Note 6 - Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s cash equivalents consist primarily of money market funds and corporate commercial paper.

Note 7 - Investments

Available-for-Sale and Held-to-Maturity Investments

The Company generally invests its excess cash in certificates of deposit, debt instruments of the U.S. Treasury, Government agencies, corporations with strong credit ratings and equity securities in publicly traded companies. Such investments are made in accordance with the Company’s investment policy, which establishes guidelines relative to diversification and maturities designed to maintain safety and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates. The available-for-sale investments are reported at their fair value. Unrealized gains and losses on these securities are reported as a separate component of accumulated other comprehensive income until realized. The investment securities which the Company has the ability and intent to hold until maturity are classified as held-to-maturity investments and are stated at amortized cost.

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Investments at September 29, 2013 and June 30, 2013 were as follows (in thousands):

	September 29, 2013
			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
Short-term investments:	Cost		Gains		Losses			Fair Value
Available-for-sale:
U.S. Treasury securities	$	31,972	$	13	$	--		$	31,985
Corporate commercial paper		41,323		--		--			41,323
Publicly traded equity securities		7,053		--		(2,592	)		4,461
Corporate debt securities		11,225		1		(4	)		11,222
Certificates of deposit		3,574		--		--			3,574
U.S. Government agency securities		3,000		1		--			3,001
Held-to-maturity:
Corporate debt securities		10,694		2		(5	)		10,691
Total short-term investments	$	108,841	$	17	$	(2,601	)	$	106,257

Long-term investments:
Held-to-maturity:
U.S. Government agency securities	$	3,996	$	8	$	--		$	4,004
Corporate debt securities		8,583		3		(12	)		8,574
Total long-term investments	$	12,579	$	11	$	(12	)	$	12,578
Total investments	$	121,420	$	28	$	(2,613	)	$	118,835

	June 30, 2013
			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
Short-term investments:	Cost		Gains		Losses			Fair Value
Available-for-sale:
U.S. Treasury securities	$	35,979	$	4	$	(1	)	$	35,982
Corporate commercial paper		31,986		--		--			31,986
Publicly traded equity securities		7,053		--		(4,129	)		2,924
Corporate debt securities		9,948		--		(23	)		9,925
Certificates of deposit		5,304		--		--			5,304
Held-to-maturity:
Corporate debt securities		19,708		4		(27	)		19,685
Total short-term investments	$	109,978	$	8	$	(4,180	)	$	105,806

Long-term investments:
Held-to-maturity:
Corporate debt securities	$	3,307	$	--	$	(8	)	$	3,299
Total long-term investments	$	3,307	$	--	$	(8	)	$	3,299

Total investments	$	113,285	$	8	$	(4,188	)	$	109,105

The gross unrealized losses related to available for sale and held to maturity investments were primarily due to changes in market interest rates and fluctuations in stock prices of the Company’s publicly traded equity securities. The Company has determined that (i) it does not have the intent to sell any of these investments and (ii) it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis to meet its cash or working capital requirements or contractual or regulatory obligations. The Company did not recognize any impairment loss during the three months ended September 29, 2013 and September 30, 2012, respectively.

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The following tables show the gross unrealized losses and fair value of the Company’s investments, aggregated by length of time that individual securities have been in a continuous unrealized loss position (in thousands):

	September 29, 2013
	Less Than 12 Months
	Fair		Unrealized
	Value		Loss
Available-for-sale:
Corporate debt securities	$	8,775		(4	)
Publicly traded equity securities		4,461		(2,592	)
Held-to-maturity:
Corporate debt securities		9,261		(5	)
Total short-term investments		22,497		(2,601	)
Held-to-maturity:
Corporate debt securities		6,092		(12	)
Total long-term investments		6,092		(12	)
Total investments	$	28,589	$	(2,613	)

	June 30, 2013
	Less Than 12 Months
	Fair		Unrealized
	Value		Loss
Available-for-sale:
Corporate debt securities	$	9,926		(23	)
United States Treasury		9,991		(1	)
Publicly traded equity securities		2,924		(4,129	)
Held-to-maturity:
Corporate debt securities		10,248		(27	)
Total short-term investments		33,089		(4,180	)
Held-to-maturity:
Corporate debt securities		3,299		(8	)
Total long-term investments		3,299		(8	)
Total investments	$	36,388	$	(4,188	)

As of September 29, 2013 and June 30, 2013, there were no individual securities that had been in a continuous loss position for 12 months or longer.

The amortized cost and estimated fair value of debt securities at September 29, 2013 and June 30, 2013 by contractual maturities are shown below (in thousands):

	September 29, 2013				June 30, 2013
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Available-for-sale investments:
Due in one year or less	$	98,147	$	95,566	$	83,217	$	83,197
Total available-for-sale investments	$	98,147	$	95,566	$	83,217	$	83,197

Held-to-maturity investments:
Due in one year or less	$	10,694	$	10,691	$	19,708	$	19,685
Due in one year to five years		12,579		12,578		3,307		3,299
Total held-to-maturity investments	$	23,273	$	23,269	$	23,015	$	22,984

Total investments	$	121,420	$	118,835	$	106,232	$	106,181

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Non-Marketable Equity Securities

The Company accounts for its equity investments in privately held companies under the cost method. These investments are subject to periodic impairment review and measured and recorded at fair value when they are deemed to be other-than-temporarily impaired. In determining whether a decline in the value of its investment has occurred and is other than temporary, an assessment was made by considering available evidence, including the general market conditions, the investee’s financial condition, near-term prospects, market comparables and subsequent rounds of financing. The valuation also takes into account the investee’s capital structure, liquidation preferences for its capital and other economic variables. The valuation methodology for determining the decline in value of non-marketable equity securities is based on inputs that require management judgment. The aggregate carrying value of the Company’s non-marketable equity securities was $4.3 million, and was classified within other assets on the Company’s condensed consolidated balance sheets as of September 29, 2013 and June 30, 2013. The Company did not recognize any impairment loss during the three months ended September 29, 2013 and September 30, 2012, respectively.

Note 8 - Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company applies the fair value hierarchy which has the following three levels of inputs to measure fair value:

●Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

●Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

●Level 3 inputs are unobservable inputs for the asset or liability.

The Company’s Level 1 financial assets generally include money market funds and publicly traded equity securities. The Company’s Level 2 financial assets generally include United States Treasury securities, United States Government agency debt securities, certificates of deposit, commercial paper, and corporate debt securities.

The Company bases the fair value of its financial assets on pricing from third party sources of market information obtained through the Company’s investment brokers. The Company does not adjust for or apply any additional assumptions or estimates to the pricing information it receives from brokers. The Company’s investment brokers obtain pricing data from a variety of industry standard data providers (e.g., Bloomberg), and rely on comparable pricing of other securities because the Level 2 securities that the Company holds are not actively traded and have fewer observable transactions. The Company considers this the most reliable information available for the valuation of the securities. There were no changes in valuation techniques or related inputs in the three months ended September 29, 2013.

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The following table presents the Company’s financial assets which were measured at fair value on a recurring basis at September 29, 2013 and June 30, 2013 (in thousands):

	September 29, 2013
	Level 1		Level 2		Total
Financial assets
Cash equivalents:
Money market funds	$	24,213	$	--	$	24,213
Short-term investments:
Publicly traded equity securities		4,461		--		4,461
Corporate commercial paper		--		41,323		41,323
U.S. Treasury securities		--		31,985		31,985
U.S. Government agency securities				3,001		3,001
Certificates of deposit		--		3,574		3,574
Corporate debt securities		--		11,222		11,222
Total financial assets	$	28,674	$	91,105	$	119,779

	June 30, 2013
	Level 1		Level 2		Total
Financial assets
Cash equivalents:
Money market funds	$	29,112	$	--	$	29,112
Corporate commercial paper		--		4,999		4,999
Short-term investments:
Publicly traded equity securities		2,924		--		2,924
Corporate commercial paper		--		31,986		31,986
U.S. Treasury securities		--		35,982		35,982
Certificates of deposit		--		5,304		5,304
Corporate debt securities		--		9,925		9,925
Total financial assets	$	32,036	$	88,196	$	120,232

As of September 29, 2013 and June 30, 2013, the Company did not have any assets or liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). There were no transfers of assets or liabilities between Level 1 and Level 2 of the fair value measurement hierarchy in the three months ended September 29, 2013 and June 30, 2013.

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Note 9 – Balance Sheet Components (in thousands)

	September 29, 2013			June 30, 2013
Inventories, net:
Raw materials	$	23,502		$	22,017
Work-in-process		9,880			6,672
Finished goods		2,614			1,339
	$	35,996		$	30,028
Property, plant and equipment, net:
Production and engineering equipment	$	67,567		$	66,382
Computer hardware and software		8,331			7,995
Building and leasehold improvements		35,654			34,248
Land		6,136			6,125
Construction in progress		727			590
		118,415			115,340
Less: Accumulated depreciation		(67,231	)		(67,653	)
	$	51,184		$	47,687
Other assets:
Long term deposit	$	3,845		$	3,880
Investments in privately held companies		4,274			4,274
Technology license		252			269
Deferred income tax charge		6,667			6,897
Other		1,221			1,184
	$	16,259		$	16,504
Accrued liabilities:
Payroll and related expenses	$	8,016		$	6,548
Employee withholdings and related expenses		1,063			483
Accrued professional fees		593			1,058
Accrued sales commission		645			539
Accrued product returns and allowance		208			300
Advance deposits from customers		242			268
Accrued warranty		260			360
Other		3,845			3,226
	$	14,872		$	12,782

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Note 10 - Goodwill and Acquired Intangible Assets, Net

The Company had goodwill of $0.6 million on its condensed consolidated balance sheets as of September 29, 2013 and June 30, 2013. During the three months ended September 29, 2013 and September 30, 2012, there were no indicators of impairment for the goodwill.

The following table presents details of the intangible assets acquired as a result of acquisitions as of September 29, 2013 and June 30, 2013 (in thousands):

	Estimated
	Useful Life		Gross		Accumulated
September 29, 2013	(in Years)		Amount		Amortization		Net
Technology		4-6	$	9,592	$	9,210	$	382
Customer relationships		3-7		5,671		5,578		93
Trade name		3-6		1,775		1,751		24
Total			$	17,038	$	16,539	$	499

	Estimated
	Useful Life		Gross		Accumulated
June 30, 2013	(in Years)		Amount		Amortization		Net
Technology		4-6	$	9,592	$	9,171	$	421
Customer relationships		3-7		5,671		5,571		100
Trade name		3-6		1,775		1,722		53
Total			$	17,038	$	16,464	$	574

The following table presents details of the amortization expense of acquired intangible assets as reported in the condensed consolidated statements of operations (in thousands):

	Three Months Ended
	September 29, 2013		September 30, 2012
Cost of revenues	$	35	$	36
Operating expenses		40		91
Total	$	75	$	127

Based on the purchased intangible assets recorded at September 29, 2013, and assuming no subsequent additions to or impairment of the underlying assets, the remaining estimated amortization expense is expected to be as follows (in thousands):

Fiscal years	Amount
Remainder of FY 2014	$	171
2015		177
2016		87
2017		32
2018		14
After 2018		18
	$	499

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Note 11 - Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the employee’s requisite service period. The Company’s stock-based compensation is generally accounted for as an equity instrument.

The following table represents details of stock-based compensation expense by function line item for the three months ended September 29, 2013 and September 30, 2012 (in thousands):

	Three Months Ended
	September 29, 2013		September 30, 2012
Cost of revenues	$	108	$	123
Research and development		409		381
Sales and marketing		626		776
General and administrative		934		706
Total stock-based compensation expense	$	2,077	$	1,986

Stock-based compensation of $8,000 was capitalized as inventory as of September 29, 2013 and September 30, 2012.

Forfeitures are estimated at the time of grant and revised if necessary in subsequent periods if actual forfeitures differ from those estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods.

Valuation Assumptions

The Company estimates the fair value of stock options and purchase rights under the Company’s employee stock purchase plan using a Black-Scholes valuation model. The fair value of each option grant is estimated on the date of grant using the Black-Scholes valuation model and the straight-line attribution approach with the following weighted-average assumptions:

	Three Months Ended
	September 29, 2013			September 30, 2012
Risk-free interest rate		1.3	%		0.62	%
Expected term	4.6 years			4.6 years
Expected dividends		0	%		0	%
Volatility		40	%		45	%
Weighted average grant-date fair value	$	7.21		$	6.22

No purchase rights were granted under the Company’s employee stock purchase plan during the three months ended September 29, 2013 and September 30, 2012.

The dividend yield of zero is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rates are taken from the Daily Federal Yield Curve Rates as of the grant dates as published by the Federal Reserve and represent the yields on actively traded U.S. Treasury securities for terms equal to the expected term of the options or purchase rights. The expected term calculation for stock options is based on the observed historical option exercise behavior and post-vesting forfeitures of options by the Company’s employees.

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Equity Incentive Program

The Company adopted the 2000 Equity Incentive Plan (the “2000 Plan”) in July 2000. The 2000 Plan was terminated in November 2009 immediately upon the effectiveness of the Company’s new 2009 Equity Incentive Plan (the “2009 Plan”). No further awards will be granted under the 2000 Plan. However, the 2000 Plan will continue to govern awards previously granted under that plan.

The 2009 Plan was adopted by the Company in September 2009 and became effective upon approval by the Company’s stockholders at the annual meeting held in November 2009. The 2009 Plan provides for the grant of stock awards to employees, directors and consultants. These stock awards include stock options, RSAs, RSUs, stock appreciation rights, performance units, and performance shares. The maximum aggregate number of shares of common stock that may be issued under the 2009 Plan is 2.5 million shares, plus any shares subject to stock awards granted under 2000 Plan that expire or otherwise terminate without having been exercised in full, or that are forfeited to or repurchased by the Company. Shares subject to “full value” awards (RSUs, RSAs, performance shares and performance units) will count against the 2009 Plan’s share reserve as 1.3 shares for every one share subject to such awards. Accordingly, if such awards are forfeited or repurchased by the Company, 1.3 times the number of shares forfeited or repurchased will return to the 2009 Plan. The maximum term of stock options and stock appreciation rights under the 2009 Plan is 7 years.

The following table summarizes activity under the equity incentive plans for the indicated periods:

				Options					Awards
							Weighted		Restricted			Weighted
	Shares			Number of			Average		Stock			Average
	Available			Options			Exercise		Awards/Units			Grant Date
(in thousands, except per share data)	for Grant			Outstanding			Price		Outstanding			Fair Value
Balance, June 30, 2013		1,141			2,156		$	16.92		319		$	16.29
Granted		(587	)		21			20.58		435			20.58
Exercised or vested		--			(43	)		14.28		(208	)		15.97
Canceled		13			(10	)		17.41		(2	)		20.58
Balance, September 29, 2013		567			2,124		$	17.01		544		$	19.83

The Company settles employee stock option exercises and RSUs with newly issued common shares.

As of September 29, 2013, the unrecognized stock-based compensation expense related to stock options to purchase the Company’s common stock was $3.7 million, which is expected to be recognized over a weighted average period of 2.9 years. The unrecognized stock-based compensation expense related to unvested RSUs was $9.0 million, which is expected to be recognized over a weighted average period of 3.4 years.

A majority of the vested restricted stock units were net share settled. During the three months ended September 29, 2013 and September 30, 2012, the Company withheld 0.1 million shares, based upon the Company’s closing stock price on the vesting date to settle the employees’ minimum statutory obligation for the applicable income and other employment taxes. The Company then remitted cash to the appropriate taxing authorities. Total payments for the employees’ tax obligations to the relevant taxing authorities were $1.1 million and $1.0 million for the three months ended September 29, 2013 and September 30, 2012, and are reflected as a financing activity within the condensed consolidated statements of cash flows. The payments had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued on the vesting date and were recorded as a reduction of additional paid-in capital.

Employee Stock Purchase Plan

The Company’s employee stock purchase plan authorizes the granting of stock purchase rights to eligible employees during an offering period not more than 27 months with exercise dates approximately every six months. Shares are purchased through employee payroll deductions at purchase prices equal to 85% of the lesser of the fair market value of the Company’s common stock at either the first day of each offering period or the date of purchase. No shares were purchased under the employee stock purchase plan during the three months ended September 29, 2013 and September 30, 2012. As of September 29, 2013, 1.3 million shares were available for issuance under the Company’s employee stock purchase plan.

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Note 12 - Repurchase of Common Stock

On October 27, 2011, the Company announced that its Board of Directors approved a program to repurchase up to $40 million of its outstanding common shares. In fiscal 2012, the Company repurchased 0.6 million shares at an average price of $14.30 per share for a total purchase price of $8.4 million. In fiscal 2013, the Company repurchased 0.6 million shares at an average price of $14.35 per share for a total purchase price of $7.9 million. No shares were repurchased under the program during the three months ended September 29, 2013. As of September 29, 2013, approximately $23.7 million was available for future purchase under this share repurchase program. Repurchases under the program will be made in open market or privately negotiated transactions in compliance with the Securities and Exchange Commission Rule 10b-18, subject to market conditions, applicable legal requirements and other factors.

Note 13 - Commitments and Contingencies

Indemnification Agreements

The Company has entered into certain indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties, generally their business partners or customers, for losses suffered or incurred by the indemnified party in connection with any patent, or any copyright or other intellectual property infringement claim by any third party with respect to the Company’s products. Based on negotiation and special circumstances of each case, the terms of the agreements may vary. The maximum potential amount of future payments the Company could be required to make under these agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of a culpable nature; to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified; and to obtain directors’ and officers’ insurance if available on reasonable terms, which the Company currently has in place.

Product Warranties

The Company provides reserves for the estimated cost of product warranties at the time revenues are recognized based on historical experience of known product failure rates and expected material and labor costs to provide warranty services. The Company generally provides a one-year warranty on its products. Additionally, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. On a quarterly basis, the Company assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

Changes in the warranty liability, which is included as a component of “Accrued liabilities” on the condensed consolidated balance sheet as disclosed in Note 9, is as follows (in thousands):

	Three months ended
	September 29, 2013			September 30, 2012
Balance as of beginning of period	$	360		$	360
Accruals for warranties issued during the period		71			59
Adjustments related to pre-existing warranties including expirations and changes in estimates		(95	)		(11	)
Cost of warranty repair		(76	)		(48	)
Balance as of end of period	$	260		$	360

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Contractual Obligations

Contractual obligations as of September 29, 2013 have been summarized below (in thousands):

			Contractual Obligations Due by Period
	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Purchase obligations	$	20,169	$	19,973	$	196	$	--	$	--
Operating leases		221		185		36		--		--
Capital expenditures		6,840		6,784		56		--		--
Total	$	27,230	$	26,942	$	288	$	--	$	--

Litigation

The Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of these proceedings and claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows.

Note 14 - Segment

The Company has determined that it has one reportable segment: fiber optic component and subsystem product sales. This segment consists of organizations located in the United States, China and Taiwan, which develop, manufacture, and/or market fiber optic networking components. The chief executive officer has been identified as the chief operating decision maker (“CODM”). The Company’s CODM is ultimately responsible and actively involved in the allocation of resources and the assessment of the Company’s operational and financial performance.

The geographic breakdown of revenues by customers’ ship-to location was as follows (in thousands):

	Three Months Ended
	September 29, 2013		September 30, 2012
Revenues:
United States	$	24,442	$	15,198
China		11,331		12,872
Europe		6,550		4,873
Japan		3,734		3,527
Other		8,725		8,414
Total	$	54,782	$	44,884

The Company’s top five customers, although not the same five customers, together accounted for 52% and 51% of revenues for the three months ended September 29, 2013 and September 30, 2012, respectively.

The breakdown of property, plant and equipment, net by geographical location was as follows (in thousands):

	September 29, 2013		June 30, 2013
China	$	37,020	$	34,640
United States		7,218		6,420
Taiwan		6,946		6,627
Total	$	51,184	$	47,687

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Note 15 - Income Taxes

The Company accounts for income taxes under the asset and liability method, which recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement reported amounts, and for net operating losses and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance against deferred tax assets when it is more likely than not that such assets will not be realized. The Company continues to monitor the likelihood that it will be able to recover its deferred tax assets. If recovery is not likely, the Company must increase its provision for income taxes by recording a valuation allowance against the deferred tax assets.

The Company accounts for uncertain tax positions in accordance with the authoritative guidance on income taxes under which the Company may only recognize or continue to recognize tax positions that meet a “more likely than not” threshold. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of provision for income taxes.

As of September 29, 2013, the Company’s total unrecognized tax benefits were $16.8 million, of which $14.5 million, if recognized, would affect the Company’s effective tax rate. The Company had accrued interest and penalties related to unrecognized tax benefits of approximately $1.2 million as of September 29, 2013.

The Company is required to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis. The Company recorded a tax provision of $0.8 million for the three months ended September 29, 2013 and September 30, 2012, respectively. The effective tax rate for the three months ended September 29, 2013 differed from the statutory rate primarily due to the mix of foreign earnings, non-deductible stock-based compensation and research and development deduction in China. The effective tax rate could fluctuate in the future due to changes in the taxable income mix between various jurisdictions.

The Company is currently under a tax audit by the California Franchise Tax Board for its fiscal years 2008 through 2011. The audit is in process and the outcome of the audit cannot be predicted at this time.

Although the Company files U.S. federal, various state, and foreign tax returns, the Company’s only major tax jurisdictions are the United States, California, Taiwan and China. The tax years 2005 to 2012 remain open in several jurisdictions.

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking statements

This report on Form 10-Q 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, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “expect,” “anticipate,” “intend,” “believe,” ”estimate” or “assume” or similar language. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. In evaluating our business, you should carefully consider the information set forth below and under the captions “Risk Factors” in addition to the other information set forth herein. We caution you that our business and financial performance are subject to substantial risks and uncertainties. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Report on Form10-Q.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying Notes in this report, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, related financial information and Audited Consolidated Financial Statements and Notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2013 filed with the Securities and Exchange Commission (“SEC”).

Overview

We design, manufacture and sell optical networking components and subsystems. Our products expand optical bandwidth, amplify optical signals, monitor and protect wavelength performance, redirect light signals, ensure bandwidth distribution connectivity and provide signal transmission and reception within an optical network. Our products enable greater and higher quality bandwidth over longer distances, which reduces network congestion and transmission cost per bit. Our products also enable optical system manufacturers to provide flexible and scalable bandwidth to support the increase of data traffic on the Internet and other public and private networks.

We offer our customers design, integration and optical manufacturing solutions (“OMS”) for the production and packaging of highly-integrated optical subsystems and turnkey solutions, based upon a customer’s specific product design and specifications. We also offer solutions with lower levels of component integration for customers that place more value on flexibility than would be provided with turnkey solutions.

Use of Estimates and Critical Accounting Policies

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure. On an ongoing basis, we evaluate our estimates, including those related to product returns, accounts receivable, inventories, intangible assets, warranty obligations, restructuring accruals, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates due to actual outcomes being different from those on which we based our assumptions. These estimates and judgments are reviewed by management on an ongoing basis and by the audit committee of our board of directors at the end of each quarter prior to the public release of our financial results.

As of the date of the filing of this quarterly report, we believe there have been no material changes to our critical accounting policies and estimates during the three months ended September 29, 2013 compared to those disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2013 as filed with the SEC. Additional information about these critical accounting policies may be found in the “Management’s Discussion & Analysis of Financial Condition and Results of Operations” section included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2013.

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Results of Operations

Revenues

(In thousands, except percentage)							Percentage
	Three Months Ended				Change		Change
	September 29, 2013		September 30, 2012
Revenues	$	54,782	$	44,884	$	9,898		22.1	%

The increase in revenues for the three months ended September 29, 2013 compared to the three months ended September 30, 2012 was primarily due to an increase in revenues in our routing and switching products as a result of increased unit shipments. In addition, revenues from our transmission products increased as a result of the ramp up of new products. Partially offsetting these increases was a decrease in revenues in amplifier and multiplexing products and as a result of lower unit shipments in the three months ended September 29, 2013 compared to the three months ended September 30, 2012.

Historically, a relatively small number of customers have accounted for a significant portion of our revenues. Our top five customers, although not necessarily the same five customers, together accounted for 52% and 51% of revenues for the three months ended September 29, 2013 and September 30, 2012, respectively.

For the three months ending December 29, 2013, we expect our revenues to be in the range of $47 million to $51 million.

Gross Profit

(In thousands, except percentages)									Percentage
	Three Months Ended						Change		Change
	September 29, 2013			September 30, 2012
Gross profit	$	17,697		$	16,630		$	1,067		6.4	%
Gross profit margin		32.3	%		37.1	%

Gross profit increased for the three months ended September 29, 2013 compared to the three months ended September 30, 2012 primarily due to higher revenues partially offset by higher direct material costs and increased labor costs. The gross profit for the three months ended September 29, 2013 and September 30, 2012 was positively impacted by sales of previously reserved inventory of $0.6 million and $1.0 million.

Our gross profit margin decreased for the three months ended September 29, 2013 compared to the three months ended September 30, 2012 primarily due to higher material costs as a percentage of revenues and higher labor costs as a percentage of revenues, partially offset by lower manufacturing overhead expenses as a percentage of revenues.

We expect our gross profit margin for the three months ending December 29, 2013 to decrease compared to the three months ended September 29, 2013.

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Research and Development (R&D)

							Percentage
(in thousands, except percentages)	Three Months Ended				Change		Change
	September 29, 2013		September 30, 2012
Research and development	$	6,790	$	5,431	$	1,359		25.0	%
Stock-based compensation		409		381		28		7.3	%
Total expenses	$	7,199	$	5,812	$	1,387		23.9	%

Research and development expenses increased $1.4 million for the three months ended September 29, 2013 compared to the three months ended September 30, 2012. The increase was primarily due to higher salary expenses and other employee related compensation expenses associated with increases in headcount. In addition, R&D material and consulting expenses increased primarily attributable to new product development activities.

We expect our research and development expenses, excluding stock-based compensation expense, to remain at the same level for the three months ending December 29, 2013 compared to the three months ended September 29, 2013 as a result R&D material spending related to new product development projects.

Sales and Marketing

								Percentage
(in thousands, except percentages)	Three Months Ended				Change			Change
	September 29, 2013		September 30, 2012
Sales and marketing	$	3,773	$	3,212	$	561			17.5	%
Stock-based compensation		626		776		(150	)		(19.3	)%
Total expenses	$	4,399	$	3,988	$	411			10.3	%

Sales and marketing expenses increased $0.4 million for the three months ended September 29, 2013 compared to the three months ended September 30, 2012. The increase was primarily due to increases in salary and other employee related compensation expenses as a result of an increase in headcount. In addition, commission expense increased as a result of higher revenue.

We expect our sales and marketing expenses, excluding stock-based compensation expense, to remain at the same level for the three months ending December 29, 2013 compared to the three months ended September 29, 2013.

General and Administrative

								Percentage
(in thousands, except percentages)	Three Months Ended				Change			Change
	September 29, 2013		September 30, 2012
General and administrative	$	2,066	$	2,155	$	(89	)		(4.1	% )
Stock-based compensation		934		706		228			32.3	%
Total expenses	$	3,000	$	2,861	$	139			4.9	%

General and administrative expenses increased $0.1 million for the three months ended September 29, 2013 compared to the three months ended September 30, 2012. The increase was primarily due to an increase in stock-based compensation as a result of additional grants in the three months ended September 29, 2013 partially offset by lower legal expense.

We expect our general and administrative expenses, excluding stock-based compensation expense, to remain at the same level for the three months ending December 29, 2013 compared to the three months ended September 29, 2013.

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Interest and Other Income, Net

								Percentage
(in thousands, except percentages)	Three Months Ended				Change			Change
	September 29, 2013		September 30, 2012
Interest income and other, net	$	32	$	266	$	(234	)		(88.0	)%

Interest and other income, net decreased $0.2 million for the three months ended September 29, 2013 compared to the three months ended September 30, 2012. The decrease was primarily attributable to a gain recognized related to sales of marketable equity securities during the three months ended September 30, 2012 while we had no such gain in the three months ended September 29, 2013. In addition, we had a foreign currency loss during the three months ended September 29, 2013 compared to a foreign currency gain during the three months ended September 30, 2012.

Provision for Income Taxes

As a multinational corporation, we are subject to taxation in the United States and in foreign jurisdictions. The taxation of our business is subject to the application of multiple and sometimes conflicting tax laws and regulations as well as multinational tax conventions. Our effective tax rate is highly dependent upon the geographic distribution of our worldwide earnings or losses, the tax regulations and tax holidays in each geographic region, and the availability of tax credits and carryforwards. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws themselves are subject to change as a result of changes in fiscal policy, changes in legislation, and the evolution of regulations and court rulings. Consequently, taxing authorities may impose tax assessments or judgments against us that could materially impact our tax liability and/or our effective income tax rate.

We are required to make our best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis. We recorded a tax provision of $0.8 million for the three months ended September 29, 2013 and September 30, 2012, respectively. The effective tax rate for the three months ended September 29, 2013 differed from the statutory rate primarily due to the mix of foreign earnings, non-deductible stock-based compensation and research and development deduction in China. The effective tax rate could fluctuate in the future due to changes in the taxable income mix between various jurisdictions.

Although we files U.S. federal, various state, and foreign tax returns, our only major tax jurisdictions are the United States, California, Taiwan and China. The tax years 2005 to 2012 remain open in several jurisdictions.

Liquidity and Capital Resources

Since our inception, we have financed our operations primarily through issuances of equity. As of September 29, 2013, we had cash, cash equivalents and short-term and long-term investments of $174.0 million and working capital of $210.8 million.

We believe that our current cash, cash equivalent and short-term investment balances will be sufficient to meet our operating and capital requirements for at least the next 12 months. We may use cash and cash equivalents from time to time to fund our acquisition of businesses and technologies. We may be required to raise funds through public or private financings, strategic relationships or other arrangements. We cannot assure you that such funding, if needed, will be available on terms attractive to us, or at all. Furthermore, any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants. Our failure to raise capital when needed could harm our ability to pursue our business strategy and achieve and maintain profitability.

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Three Months Ended September 29, 2013

Our operating activities provided cash of $4.4 million in the three months ended September 29, 2013, a decrease of $3.3 million, compared to the three months ended September 30, 2012. The net cash provided by operating activities in the three months ended September 29, 2013 was primarily attributable to a net income of $2.2 million adjusted by non-cash charges of $4.4 million, partially offset by a decrease in working capital of $2.2 million. Non-cash charges in the three months ended September 29, 2013 included $2.1 million in depreciation and amortization and $2.1 million in stock-based compensation expense. Net cash used by working capital related items was primarily driven by an increase in inventory of $5.8 million, partially offset by an increase in accrued liabilities and other liabilities of $2.1 million and an increase in accounts payable of $1.8 million.

The increase in inventory in the three months ended September 29, 2013 was primarily attributable to an increase in material purchases in anticipation of future revenue increase. In order to maintain an adequate supply of product for our customers, we must carry a certain level of inventory. Our inventory level may vary based primarily upon orders received from our customers, our forecast of demand for these products and lead-time for materials. These considerations are balanced against risk of obsolescence or potentially excess inventory levels. We generally expect the level of inventory to vary from one period to another as a result of changes in the level of sales.

The increase in accrued liabilities and other liabilities in the three months ended September 29, 2013 was primarily due to increases in salary payable and business taxes payable in China and employee withholding related to our employee stock purchase plan.

The increase in accounts payable in the three months ended September 29, 2013 was due to a timing of payments to our vendors and an increase in our inventory purchases.

Our investing activities used cash of $13.8 million in the three months ended September 29, 2013 primarily due to purchases of investments of $56.7 million, partially offset by cash proceeds from sales and maturities of investments of $48.4 million. In addition, we used $5.5 million to purchase property and equipment. We expect net capital expenditures to be approximately $15 million in fiscal 2014. This estimate includes $5.5 million net capital expenditures in the three months ended September 29, 2013.

Our financing activities used cash of $0.5 million in the three months ended September 29, 2013 due to $1.1 million in tax withholding payments related to net share settlements of restricted stock units, partially offset by $0.6 million in proceeds from issuance of common stock in connection with the exercise of stock options.

Three Months Ended September 30, 2012

Our operating activities provided cash of $7.8 million in the three months ended September 30, 2012, a decrease of $0.3 million, compared to the three months ended October 2, 2011. The net cash provided by operating activities in the three months ended September 30, 2012 was primarily attributable to a net income of $3.4 million adjusted by non-cash charges of $4.0 million and changes in net working capital of $0.4 million. Non-cash charges in the three months ended September 30, 2012 included $1.9 million in depreciation and amortization and $2.0 million in stock-based compensation expense. Net cash provided by working capital related items was primarily driven by an increase in accrued liability and others of $2.2 million and a decrease in prepaid expense and other current assets of $0.4 million, partially offset by an increase in accounts receivable of $0.9 million and a decrease in accounts payable of $1.3 million.

An increase in accrued liabilities and other liabilities in the three months ended September 30, 2012 was primarily due to increases in accrued bonus and employee withholding related to our employee stock purchase plan.

A decrease in prepaid expense and other current assets in the three months ended September 30, 2012 was primarily due to decreases in balance of bankers’ acceptance notes and receipts of value added tax refund in China.

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An increase in accounts receivable in the three months ended September 30, 2012 was primarily due to higher shipments in the first quarter of fiscal 2013 compared to the fourth quarter of fiscal 2012. We typically bill customers on an open account basis with net thirty to ninety day payment terms. We would generally expect the level of accounts receivable at the end of any quarter to reflect the level of sales in that quarter and to change from one period to another in a direct relationship to the change in the level of sales. Our level of accounts receivable would increase if shipments are made closer to the end of the quarter, if customers delayed their payments, or if we offered extended payment terms to our customers, both of which are more likely to occur during challenging economic times when our customers may have difficulty gaining access to sufficient credit on a timely basis.

A decrease in accounts payable in the three months ended September 30, 2012 was due to a timing of payments to our vendors and a lower level of inventory purchases.

Our investing activities used cash of $15.0 million in the three months ended September 30, 2012 primarily due to purchases of investments of $48.3 million and equipment purchases of $1.4 million, partially offset by sales and maturities of investments of $34.7 million.

Our financing activities used cash of $2.4 million in the three months ended September 30, 2012 due to $2.7 million of cash spent on the repurchase of our common stock and $1.0 million in tax withholding payments related to net share settlements of restricted stock units, partially offset by $1.2 million in proceeds from issuance of common stock in connection with the exercise of stock options.

Off-Balance Sheet Arrangements

As of September 29, 2013, we did not have any off-balance sheet financing arrangements and have never established any special purpose entities as defined under SEC Regulation S-K Item 303(a)(4)(ii).

Recent Accounting Pronouncement

For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our condensed consolidated financial statements, please see “Note 3 - Recent Accounting Pronouncement” in the Notes to Condensed Consolidated Financial Statements of this Form 10-Q.

Contractual Obligations

Contractual obligations as of September 29, 2013 have been summarized below (in thousands):

			Contractual Obligations Due by Period
	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Purchase obligations	$	20,169	$	19,973	$	196	$	--	$	--
Operating leases		221		185		36		--		--
Capital expenditures		6,840		6,784		56		--		--
Total	$	27,230	$	26,942	$	288	$	--	$	--

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ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to market risk related to fluctuations in interest rates, in foreign currency exchange rates and marketable and non-marketable equity security prices as follows:

Interest Rate Exposure

The primary objective of our investment activities is to preserve principal while maximizing the income we receive from our investments without significantly increasing risk. Some of the securities that we invest in are subject to market risk. To minimize this risk, we maintain our portfolio of cash equivalents and investments primarily in highly liquid debt instruments of commercial paper, money market funds, government and non-government debt securities and corporate bonds. We invest our excess cash in short-term and long term investments to utilize higher yields generated by these investments. The majority of

these investments pay a fixed rate of interest. Investments in both fixed rate and floating rate interest earning securities carry a degree of interest rate risk. We do not hold any instruments for trading purposes. As of September 29, 2013 and June 30, 2013, the gross unrealized losses on our debt securities classified as available-for-sale and held-to-maturity securities were immaterial. We have the intent and the ability to hold these investments for a reasonable period of time sufficient for a forecasted recovery of fair value up to (or beyond) the initial cost of the investments. We expect to realize the full value of all of these investments upon maturity. In addition, we do not believe that we will be required to sell these securities to meet our cash or working capital requirements or contractual or regulatory obligations. Therefore, we have determined that the gross unrealized losses on our debt securities as of September 29, 2013 and June 30, 2013 were temporary in nature. However, liquidating investments before maturity could have a material impact on our interest income. Declines in interest rates could have a material impact on interest income for our investment portfolio.

The following table summarizes our investment in debt securities:

(in thousands, except percentages)	Carrying Value at September 29, 2013		Average Rate of Return at September 29, 2013		Carrying Value at June 30, 2013		Average Rate of Return at June 30, 2013
Investment Securities:			(Annualized)				(Annualized)
Cash equivalents - variable rate	$	24,157	0.03	%	$	26,080	0.03	%
Cash equivalents - fixed rate		56	0.01	%		8,031	0.05	%
Short-term investments - fixed rate		101,799	0.24	%		102,905	0.31	%
Long-term investments - fixed rate		12,579	0.46	%		3,307	0.50	%
Total	$	138,591			$	140,323

Foreign Currency Exchange Rate Exposure

We operate in the United States, primarily manufacture in China, and the majority of our sales to date have been made in U.S. dollars. The majority of expenses from our China operations are incurred in the Chinese Renminbi (“RMB”). As a result, currency fluctuations between the U.S. dollar and the RMB could cause foreign currency transaction gains or losses that we would recognize in the period incurred. A 10% fluctuation in the dollar at September 29, 2013 would have an immaterial impact on our net dollar position in outstanding trade receivables and payables.

We use the U.S. dollar as the reporting currency for our consolidated financial statements. Any significant revaluation of the RMB may materially and adversely affect our results of operations upon translation of our Chinese subsidiaries’ financial statements into U.S. dollars. We generate a significant amount of our revenue in RMB and the majority of our labor and manufacturing overhead expenses are in RMB. Additionally, a significant portion of our operating expenses are in RMB. Therefore, a fluctuation in RMB against the U.S. dollar could impact our gross profit, gross profit margin and operating expenses upon translation to U.S. dollars. A 10% appreciation or depreciation in RMB against the U.S. dollar would have an immaterial impact on our results of operations for the three months ended September 29, 2013 and September 30, 2012.

We expect our international revenues to continue to be denominated largely in U.S. dollars. We also believe that our China operations will likely expand in the future if our business continues to grow. As a result, we anticipate that we may experience increased exposure to the risks of fluctuating currencies and may choose to engage in currency hedging activities to reduce these risks. However, we cannot be certain that any such hedging activities will be effective, or available to us at commercially reasonable rates.

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Equity price risk

We are also exposed to equity price risk inherent in our portfolio of publicly traded equity securities, which had an estimated fair value of $4.5 million at September 29, 2013. The gross unrealized loss related to our publicly traded equity securities was $2.6 and $4.1 million as of September 29, 2013 and June 30, 2013, respectively. We monitor these investments for impairment and make appropriate reductions in carrying value when an impairment is deemed to be other-than-temporary. We have evaluated these investments as of September 29, 2013 and June 30, 2013 and have determined that there was no indication of other-than-temporary impairments. This determination was based on several factors, which include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the issuer, and our intent and ability to hold these investments for a period of time sufficient to allow for any anticipated recovery in market value. We do not purchase our equity securities with the intent to use them for speculative purposes. The hypothetical adverse changes of 10%, 20% and 30% in the stock price of our publicly traded equity securities as of September 29, 2013 are as follows (in thousands):

			Valuation of Securities Given An x% Decrease in Each Stock's Price
	Fair Value		(30%)		(20%)		(10%)
As of September 29, 2013
Publicly traded equity securities	$	4,461	$	3,123	$	3,569	$	4,015

The privately held companies in which we invested are in the startup or development stage. These investments are inherently risky because the market for the technologies or products these companies are developing is in the early stages and may never materialize. We could lose our entire investment in these companies. Our evaluation of the investments in privately held companies is based on the general market conditions, the investee’s financial condition, near-term prospects, market comparables and subsequent rounds of financing. The valuation also takes into account the investee’s capital structure, liquidation preferences for its capital and other economic variables. As of September 29, 2013 and June 30, 2013, the aggregate cost of investments in privately held companies was $4.3 million, and was included in other assets on our condensed consolidated balance sheets.

ITEM 4 - CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the quarterly period covered by this report. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1- LEGAL PROCEEDINGS

None

Item 1A—RISK FACTORS

Other than with respect to the risk factors set forth below, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2013.

Our sales to data communications customers have been increasing as a percentage of our overall sales, which may result in more volatility in our quarterly revenue and net income.

Our sales to data communications (“datacom”) customers have been increasing as a percentage of our overall sales. Demand from datacom customers, in our experience, tends to fluctuate to a greater degree than demand from our traditional telecommunications (“telecom”) customers. Our datacom customers are typically the end-users of our products, and their purchases are often be driven by a single project. This can result in strong demand followed by a sharp decrease once the project is completed, or if the project is delayed. In contrast, telecom demand tends to be driven by the capital expenditure plans of the large telecom carriers as they build out and upgrade their network infrastructure, and therefore tends to be longer term in nature. Moreover, our telecom customers typically sell to multiple end-users (carriers), which can also flatten demand fluctuations from single customers. Strong fluctuations in demand from our customers can lead to volatility in our revenue, margins, net income and the price of our common stock.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Repurchase of Common Stock

On October 27, 2011, we announced that our Board of Directors approved a program to repurchase up to $40 million of our outstanding common shares. In fiscal 2012, we repurchased 0.6 million shares at an average price of $14.30 per share for a total purchase price of $8.4 million. In fiscal 2013, we repurchased 0.6 million shares at an average price of $14.35 per share for a total purchase price of $7.9 million. No shares were repurchased under the program during the three months ended September 29, 2013. As of September 29, 2013, approximately $23.7 million was available for future purchase under this share repurchase program. Repurchases under the program will be made in open market or privately negotiated transactions in compliance with the Securities and Exchange Commission Rule 10b-18, subject to market conditions, applicable legal requirements and other factors.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

None.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS

Exhibit Index

See “Exhibit Index” appearing at the end of this Quarterly Report.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		OPLINK COMMUNICATIONS, INC.
Date: November 8, 2013		/S/ Shirley Yin Shirley Yin Chief Financial Officer (Principal Financial Officer)

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Exhibit Index

Exhibit No. [Missing Graphic Reference]		Description [Missing Graphic Reference]
31.1		Certification of Chief Executive Officer Required under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2		Certification of Chief Financial Officer Required under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1	*	Certification of Chief Executive Officer Required under Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. Section 1350).
32.2	*	Certification of Chief Financial Officer Required under Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
101.INS	**	XBRL Instance Document.
101.SCH	**	XBRL Taxonomy Extension Schema Document.
101.CAL	**	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	**	XBRL Taxonomy Extension Presentation Linkbase Document.

The certifications attached as Exhibits 32.1 and 32.2 accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.