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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended April 28, 2013
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
(State or other jurisdiction of
incorporation or organization)
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94-3038428
(I.R.S. Employer
Identification No.)
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1389 Moffett Park Drive
Sunnyvale, California
(Address of principal executive offices)
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94089
(Zip Code)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Item 1.
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Business
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•
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Continue to Invest in or Acquire Critical Technologies to Further Our Vertical Integration Strategy.
Our years of engineering experience, our multi-disciplinary technical expertise and our participation in the development of industry standards have enabled us to become a leader in the design and development of optical subsystems and components. We have developed and acquired critical skills that we believe are essential to maintaining a technological lead in our markets including high speed semiconductor laser design and wafer fabrication, complex logic and mixed signal integrated circuit design, optical subassembly design, software coding, system design, and manufacturing test design. In the process of investing in and/or acquiring critical technologies, we have obtained a number of U.S. and foreign patents with other patents pending. We intend to maintain our technological leadership through continual enhancement of our existing products and the development or acquisition of new products. Of special interest are technologies that enable smaller, more efficient, and lower cost transceivers capable of transmitting data at higher speeds, over longer distances, or at greater capacity per fiber.
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•
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Expand Our Broad Product Line of Optical Subsystems.
We offer one of the broadest portfolios of optical subsystems that support a wide range of speeds, fiber types, wavelengths, distances and functionality and are available in a variety of industry standard packaging configurations, or form factors. Our optical subsystems are designed to comply with key networking protocols such as Fibre Channel, Gigabit Ethernet, Optical Transport Network, or OTN, and Synchronous Optical Networking/Synchronous Digital Hierarchy, or SONET/SDH, and plug directly into standard port configurations used in our customers’ products. The breadth of our optical subsystems product line is important to many of our customers who are seeking to consolidate their supply sources for a wide range of networking products for diverse applications. We are focused on the ongoing expansion of our product line to add key products to meet our customers’ needs. Where time-to-market considerations are especially important in order to secure or enhance our supplier relationships with key customers, we may elect to acquire additional product lines.
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•
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Leverage Core Competencies Across Multiple, High-Growth Markets.
We believe that fiber optic technology will remain the transmission technology of choice for Fibre Channel and Ethernet data communication applications, including 1 Gigabit Ethernet and 10 Gbps, 40 Gbps and 100 Gbps Ethernet-based networks, and OTN- and SONET/SDH-based telecommunication applications. We also believe that wavelength management and switching technologies, such as those found in WSS, optical channel monitors and linecards will be increasingly important in optical transmission networks. These markets are characterized by differentiated applications with unique design criteria such as product function, performance, reliability, cost, in-system monitoring, size, power dissipation and software. We intend to target opportunities where our core competencies in high-speed data transmission protocols can be leveraged into leadership positions as these technologies are extended across multiple data communication and telecommunication applications and into other markets and industries such as high performance computing, military, medical and consumer electronics products.
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•
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Strengthen and Expand Customer Relationships.
Over more than 20 years, we have established valuable relationships and a loyal base of customers by providing high-quality products and superior service. Our service-oriented approach has allowed us to work closely with leading data communication and telecommunication system manufacturers to understand and address their current needs and anticipate their future requirements.
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•
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Continue to Strengthen Our Lower-Cost Manufacturing Capabilities.
We believe that new markets can be created by the introduction of new, lower-cost, high value-added products. We achieve lower product costs through the introduction of new technologies, product design and market presence. Our in-house lower-cost manufacturing resources are also a key factor in our ability to offer a lower-cost product solution. We have established our own manufacturing facilities in Ipoh, Malaysia and Shanghai, China in order to take advantage of lower-cost labor while protecting access to our intellectual property and know-how. In addition, access to critical underlying technologies, such as our laser manufacturing and IC design capabilities enables us to accelerate our product development efforts to be able to introduce new low cost products more quickly. We continue to seek ways to lower our production costs through improved product design, improved manufacturing and testing processes and increased vertical integration.
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•
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product performance, features, functionality and reliability;
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•
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price/performance characteristics;
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•
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timeliness of new product introductions;
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•
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breadth of product line;
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•
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adoption of emerging industry standards;
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•
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service and support;
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•
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size and scope of distribution network;
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•
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brand name;
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•
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access to customers; and
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•
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size of installed customer base.
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•
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continuing our active participation in industry associations and standards committees to promote and further enhance Gigabit Ethernet, Fibre Channel and SONET/SDH/OTN technologies, promote standardization in the data communication and telecommunication markets, and increase our visibility as industry experts; and
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•
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leveraging major trade show events and conferences to promote our broad product lines.
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Item 1A.
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Risk Factors
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•
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fluctuation in demand for our products;
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•
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the timing of new product introductions or enhancements by us and our competitors;
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•
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the level of market acceptance of new and enhanced versions of our products;
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•
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the timing of acquisitions that we have undertaken;
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•
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the timing or cancellation of large customer orders;
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•
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the length and variability of the sales cycle for our products;
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•
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pricing policy changes by us and our competitors and suppliers;
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•
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the availability of development funding and the timing of development revenue;
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•
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changes in the mix of products sold;
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•
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increased competition in product lines, and competitive pricing pressures; and
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•
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the evolving and unpredictable nature of the markets for products incorporating our optical components and subsystems.
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•
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fluctuations in manufacturing yields;
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•
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the emergence of new industry standards;
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•
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failure to anticipate changing customer product requirements;
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•
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the loss or gain of important customers;
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•
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product obsolescence; and
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•
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the amount of research and development expenses associated with new product introductions.
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•
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the continuation or worsening of the current global economic slowdown or economic conditions in various geographic areas where we or our customers do business;
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•
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acts of terrorism and international conflicts or domestic crises;
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•
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other conditions affecting the timing of customer orders; or
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•
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a downturn in the markets for our customers' products, particularly the data storage and networking and telecommunication components markets.
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•
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changing product specifications and customer requirements;
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•
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unanticipated engineering complexities;
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•
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expense reduction measures we have implemented, and others we may implement, to conserve our cash and attempt to achieve and sustain profitability;
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•
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difficulties in hiring and retaining necessary technical personnel;
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•
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difficulties in reallocating engineering resources and overcoming resource limitations; and
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•
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changing market or competitive product requirements.
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•
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our customers can stop purchasing our products at any time without penalty;
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•
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our customers are free to purchase products from our competitors; and
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•
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our customers are not required to make minimum purchases.
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•
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periodic changes in a specific country's or region's economic conditions, such as recession;
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compliance with a wide variety of domestic and foreign laws and regulations and unexpected changes in those laws and regulatory requirements, including uncertainties regarding taxes, tariffs, quotas, export controls, export licenses and other trade barriers;
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•
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certification requirements;
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•
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environmental regulations;
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•
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inadequate protection of intellectual property rights in some countries;
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•
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potential political, legal and economic instability, foreign conflicts, and the impact of regional and global infectious illnesses in the countries in which we and our customers, suppliers and contract manufacturers are located;
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•
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preferences of certain customers for locally produced products;
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•
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difficulties and costs of staffing and managing international operations across different geographic areas and cultures, including assuring compliance with the U.S. Foreign Corrupt Practices Act and other U. S. and foreign anticorruption laws;
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•
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seasonal reductions in business activities in certain countries or regions; and
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•
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fluctuations in freight rates and transportation disruptions.
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•
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increased risks related to the operations of our manufacturing facilities in Malaysia;
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•
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greater risks of disruption in the operations of our China, Singapore and Israeli facilities and our Asian contract manufacturers, including contract manufacturers located in Thailand, and more frequent instances of shipping delays; and
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•
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the risk that future tightening of immigration controls may adversely affect the residence status of non-U.S. engineers and other key technical employees in our U.S. facilities or our ability to hire new non-U.S. employees in such facilities.
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•
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problems assimilating the purchased operations, technologies or products;
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•
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unanticipated costs associated with the acquisition;
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•
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diversion of management's attention from our core business;
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•
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adverse effects on existing business relationships with suppliers and customers;
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•
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risks associated with entering markets in which we have no or limited prior experience; and
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•
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potential loss of key employees of purchased organizations.
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•
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authorizing the board of directors to issue additional preferred stock;
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•
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prohibiting cumulative voting in the election of directors;
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•
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limiting the persons who may call special meetings of stockholders;
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prohibiting stockholder actions by written consent;
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•
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creating a classified board of directors pursuant to which our directors are elected for staggered three-year terms;
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•
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permitting the board of directors to increase the size of the board and to fill vacancies;
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•
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requiring a super-majority vote of our stockholders to amend our bylaws and certain provisions of our certificate of incorporation; and
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•
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establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings.
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•
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trends in our industry and the markets in which we operate;
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•
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changes in the market price of the products we sell;
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•
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changes in financial estimates and recommendations by securities analysts;
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•
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acquisitions and financings;
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•
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quarterly variations in our operating results;
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•
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the operating and stock price performance of other companies that investors in our common stock may deem comparable; and
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•
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purchases or sales of blocks of our common stock.
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Item 1B.
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Unresolved Staff Comments
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Location
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Use
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Size
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(Square Feet)
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Owned
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Ipoh, Malaysia
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Manufacturing operations
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640,000
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GwangJu, Korea
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Manufacturing operations
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34,500
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Leased
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Wuxi, China
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Manufacturing operations
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603,000
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Shanghai, China
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Manufacturing and general administrative operations
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180,000
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Allen, Texas
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Wafer fabrication operations. A portion of this facility is currently subleased.
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160,000
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Sunnyvale, California
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Corporate headquarters, research and development, sales and marketing, general and administrative and limited manufacturing operations
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92,000
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Horsham, Pennsylvania
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Manufacturing, research and development, sales and administration, executive offices
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81,000
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Fremont, California
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Wafer fabrication operations
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56,000
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Sydney, Australia
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Manufacturing, research and development and administrative operations
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51,500
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Jarfalla, Sweden
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Wafer fabrication operations and research and development
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26,400
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GwangJu, Korea
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Manufacturing, sales and general administrative operations
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24,000
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Tel Aviv, Israel
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Research and development and manufacturing operations
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22,400
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Shenzhen, China
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Administrative operations
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16,000
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Singapore
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Research and development
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13,600
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Nes Ziona, Israel
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Research and development and manufacturing operations
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13,000
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Hyderabad, India
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Information technology support center
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6,200
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Champaign, Illinois
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Research and development
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2,500
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Name
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Position(s)
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Age
|
|
Jerry S. Rawls
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Chairman of the Board
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68
|
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Eitan Gertel
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Chief Executive Officer
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51
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Kurt Adzema
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Executive Vice President, Finance and Chief Financial Officer
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44
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Christopher E. Brown
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Executive Vice President, General Counsel and Secretary
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45
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John H. Clark
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Executive Vice President, Technology and Global Research and Development
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63
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Todd Swanson
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Executive Vice President, Sales and Marketing
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41
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Joseph A. Young
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Executive Vice President, Global Operations
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56
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Mark Colyar
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Senior Vice President and General Manager
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49
|
|
Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
High
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Low
|
||||
Fiscal 2013 Quarter Ended:
|
|
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|
|
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||
April 28, 2013
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$
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16.95
|
|
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$
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12.61
|
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January 27, 2013
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$
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16.38
|
|
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$
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11.22
|
|
October 28, 2012
|
$
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16.86
|
|
|
$
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11.54
|
|
July 29, 2012
|
$
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16.65
|
|
|
$
|
11.38
|
|
Fiscal 2012 Quarter Ended:
|
|
|
|
|
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||
April 30, 2012
|
$
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23.41
|
|
|
$
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16.44
|
|
January 29, 2012
|
$
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21.80
|
|
|
$
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14.78
|
|
October 30, 2011
|
$
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21.89
|
|
|
$
|
12.55
|
|
July 31, 2011
|
$
|
27.22
|
|
|
$
|
14.65
|
|
Item 6.
|
Selected Financial Data
|
|
Fiscal Years Ended
|
||||||||||||||||||
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April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
|
April 30, 2010
|
|
April 30, 2009
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||||||||||
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(In thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
934,335
|
|
|
$
|
952,579
|
|
|
$
|
948,787
|
|
|
$
|
629,880
|
|
|
$
|
497,058
|
|
Income (loss) from continuing operations before non-controlling interest
|
$
|
(8,065
|
)
|
|
$
|
43,014
|
|
|
$
|
88,379
|
|
|
$
|
(22,806
|
)
|
|
$
|
(262,492
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)
|
Income (loss) per share from continuing operations - basic
|
$
|
(0.06
|
)
|
|
$
|
0.47
|
|
|
$
|
1.10
|
|
|
$
|
(0.35
|
)
|
|
$
|
(4.99
|
)
|
Income (loss) per share from continuing operations - diluted
|
$
|
(0.06
|
)
|
|
$
|
0.46
|
|
|
$
|
1.00
|
|
|
$
|
(0.35
|
)
|
|
$
|
(4.99
|
)
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
1,007,847
|
|
|
$
|
969,427
|
|
|
$
|
885,149
|
|
|
$
|
626,730
|
|
|
$
|
380,388
|
|
Long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,250
|
|
|
$
|
21,412
|
|
Convertible notes
|
$
|
40,015
|
|
|
$
|
40,015
|
|
|
$
|
40,015
|
|
|
$
|
128,839
|
|
|
$
|
134,255
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operation
|
•
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Forward-looking statements.
This section discusses how forward-looking statements made by us in the MD&A and elsewhere in this report are based on management’s present expectations about future events and are inherently susceptible to uncertainty and changes in circumstances.
|
•
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Business Overview.
This section provides an introductory overview and context for the discussion and analysis that follows in MD&A.
|
•
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Recent Developments.
This section summarizes recent developments that affect our financial condition and operating results.
|
•
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Critical Accounting Policies and Estimates.
This section discusses those accounting policies that are both considered important to our financial condition and operating results and require significant judgment and estimates on the part of management in their application.
|
•
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Results of Operations.
This section provides analysis of the Company’s results of operations for the three fiscal years ended
April 28, 2013
. A brief description is provided of transactions and events that impact comparability of the results being analyzed.
|
•
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Financial Condition and Liquidity.
This section provides an analysis of our cash position and cash flows, as well as a discussion of our financing arrangements and financial commitments.
|
•
|
parts and subassemblies that can be used in alternative finished products;
|
•
|
parts and subassemblies that are unlikely to be engineered out of our products; and
|
•
|
known design changes which would reduce our ability to use the inventory as planned.
|
|
Fiscal Years Ended
|
|||||||
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
|||
Revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenues
|
70.9
|
|
|
70.6
|
|
|
66.6
|
|
Amortization of acquired developed technology
|
0.7
|
|
|
0.7
|
|
|
0.5
|
|
Impairment of long-lived assets
|
0.9
|
|
|
—
|
|
|
—
|
|
Gross profit
|
27.5
|
|
|
28.7
|
|
|
32.9
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Research and development
|
17.0
|
|
|
15.3
|
|
|
12.4
|
|
Sales and marketing
|
4.5
|
|
|
4.2
|
|
|
3.8
|
|
General and administrative
|
4.9
|
|
|
4.2
|
|
|
4.8
|
|
Restructuring recoveries
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of purchased intangibles
|
0.4
|
|
|
0.4
|
|
|
0.2
|
|
Impairment of long-lived assets
|
1.3
|
|
|
—
|
|
|
—
|
|
Total operating expenses
|
28.1
|
|
|
24.1
|
|
|
21.2
|
|
Income (loss) from operations
|
(0.6
|
)
|
|
4.6
|
|
|
11.7
|
|
Interest income
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
Interest expense
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.7
|
)
|
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
Other income (expense), net
|
—
|
|
|
0.4
|
|
|
(0.5
|
)
|
Income (loss) from continuing operations before income taxes and non-controlling interest
|
(0.8
|
)
|
|
4.7
|
|
|
9.7
|
|
Provision for income taxes
|
—
|
|
|
0.2
|
%
|
|
0.5
|
|
Income (loss) from continuing operations before non-controlling interest
|
(0.8
|
)
|
|
4.5
|
|
|
9.2
|
|
Income (loss) from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
—
|
|
Consolidated net income (loss)
|
(0.8
|
)
|
|
4.5
|
|
|
9.2
|
|
Adjust for net income attributable to non-controlling interest
|
0.3
|
|
|
—
|
|
|
—
|
|
Net income (loss) attributable to Finisar Corporation
|
(0.5
|
)%
|
|
4.5
|
%
|
|
9.2
|
%
|
|
Fiscal Years Ended
|
|
|
|
|
|||||||||
|
April 28, 2013
|
|
April 30, 2012
|
|
Change
|
|
% Change
|
|||||||
Datacom revenue
|
$
|
590,908
|
|
|
$
|
537,331
|
|
|
$
|
53,577
|
|
|
10.0
|
%
|
Telecom revenue
|
343,427
|
|
|
415,248
|
|
|
(71,821
|
)
|
|
(17.3
|
)%
|
|||
Total revenues
|
$
|
934,335
|
|
|
$
|
952,579
|
|
|
$
|
(18,244
|
)
|
|
(1.9
|
)%
|
|
Fiscal Years Ended April 30,
|
|
|
|
|
|||||||||
|
2012
|
|
2011
|
|
Change
|
|
% Change
|
|||||||
Datacom revenue
|
$
|
537,331
|
|
|
$
|
478,245
|
|
|
$
|
59,086
|
|
|
12.4
|
%
|
Telecom revenue
|
415,248
|
|
|
470,542
|
|
|
(55,294
|
)
|
|
(11.8
|
)%
|
|||
Total revenues
|
$
|
952,579
|
|
|
$
|
948,787
|
|
|
$
|
3,792
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
After
|
||||||||||
Contractual Obligations
|
|
Total
|
|
|
|
1-3 Years
|
|
4-5 Years
|
|
5 Years
|
||||||||||
Convertible debt
|
|
$
|
40,015
|
|
|
$
|
—
|
|
|
$
|
40,015
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on debt (a)
|
|
3,001
|
|
|
2,001
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases (b)
|
|
57,190
|
|
|
13,456
|
|
|
17,808
|
|
|
12,817
|
|
|
13,109
|
|
|||||
Facility construction
|
|
15,850
|
|
|
15,850
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase obligations (c)
|
|
88,065
|
|
|
88,065
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
204,121
|
|
|
$
|
119,372
|
|
|
$
|
58,823
|
|
|
$
|
12,817
|
|
|
$
|
13,109
|
|
(a)
|
Includes interest to October 2014 on our 5% Convertible Senior Notes due October 2029 as we have the right to redeem the notes in whole or in part at any time on or after October 22, 2014.
|
(b)
|
Includes operating lease obligations that have been accrued as restructuring charges.
|
(c)
|
Includes open purchase orders with terms that generally allow us the option to cancel or reschedule the order, subject to various restrictions and limitations.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
Consolidated Statements of
Comprehensive Income (Loss)
|
|
|
April 28, 2013
|
|
April 30, 2012
|
||||
|
(In thousands, except share and per share data)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
289,076
|
|
|
$
|
234,544
|
|
Accounts receivable, net of allowance for doubtful accounts of $958 at April 28, 2013 and $1,311 at April 30, 2012
|
149,612
|
|
|
167,760
|
|
||
Accounts receivable, other
|
16,538
|
|
|
21,004
|
|
||
Inventories
|
200,670
|
|
|
218,432
|
|
||
Deferred tax assets
|
1,224
|
|
|
234
|
|
||
Prepaid expenses
|
17,178
|
|
|
25,248
|
|
||
Total current assets
|
674,298
|
|
|
667,222
|
|
||
Property, equipment and improvements, net
|
201,442
|
|
|
163,817
|
|
||
Purchased technology, net
|
14,893
|
|
|
17,322
|
|
||
Other intangible assets, net
|
15,564
|
|
|
27,855
|
|
||
Goodwill
|
90,986
|
|
|
81,431
|
|
||
Minority investments
|
884
|
|
|
884
|
|
||
Other assets
|
9,780
|
|
|
10,896
|
|
||
Total assets
|
$
|
1,007,847
|
|
|
$
|
969,427
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
77,630
|
|
|
$
|
72,339
|
|
Accrued compensation
|
31,492
|
|
|
27,090
|
|
||
Other accrued liabilities
|
23,533
|
|
|
20,871
|
|
||
Deferred revenue
|
9,182
|
|
|
8,970
|
|
||
Short-term debt
|
—
|
|
|
3,150
|
|
||
Total current liabilities
|
141,837
|
|
|
132,420
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||
Convertible debt
|
40,015
|
|
|
40,015
|
|
||
Other non-current liabilities
|
13,480
|
|
|
15,175
|
|
||
Deferred tax liabilities
|
—
|
|
|
1,972
|
|
||
Total liabilities
|
195,332
|
|
|
189,582
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding at April 28, 2013 and April 30, 2012
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 750,000,000 shares authorized, 93,778,620 shares issued and outstanding at April 28, 2013 and 91,451,615 shares issued and outstanding at April 30, 2012
|
94
|
|
|
91
|
|
||
Additional paid-in capital
|
2,350,146
|
|
|
2,309,219
|
|
||
Accumulated other comprehensive income
|
28,525
|
|
|
28,720
|
|
||
Accumulated deficit
|
(1,571,960
|
)
|
|
(1,566,506
|
)
|
||
Finisar Corporation stockholders' equity
|
806,805
|
|
|
771,524
|
|
||
Non-controlling interest
|
5,710
|
|
|
8,321
|
|
||
Total stockholders' equity
|
812,515
|
|
|
779,845
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,007,847
|
|
|
$
|
969,427
|
|
|
Fiscal Years Ended
|
||||||||||
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenues
|
$
|
934,335
|
|
|
$
|
952,579
|
|
|
$
|
948,787
|
|
Cost of revenues
|
662,094
|
|
|
672,924
|
|
|
631,831
|
|
|||
Amortization of acquired developed technology
|
7,044
|
|
|
6,311
|
|
|
4,684
|
|
|||
Impairment of long-lived assets
|
8,156
|
|
|
—
|
|
|
—
|
|
|||
Gross profit
|
257,041
|
|
|
273,344
|
|
|
312,272
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Research and development
|
158,784
|
|
|
146,003
|
|
|
117,281
|
|
|||
Sales and marketing
|
42,347
|
|
|
40,424
|
|
|
36,165
|
|
|||
General and administrative
|
45,337
|
|
|
39,566
|
|
|
45,579
|
|
|||
Restructuring recoveries
|
—
|
|
|
(322
|
)
|
|
—
|
|
|||
Amortization of purchased intangibles
|
3,640
|
|
|
3,494
|
|
|
1,531
|
|
|||
Impairment of long-lived assets
|
12,488
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
262,596
|
|
|
229,165
|
|
|
200,556
|
|
|||
Income (loss) from operations
|
(5,555
|
)
|
|
44,179
|
|
|
111,716
|
|
|||
Interest income
|
755
|
|
|
1,073
|
|
|
530
|
|
|||
Interest expense
|
(2,589
|
)
|
|
(3,716
|
)
|
|
(6,365
|
)
|
|||
Loss on debt extinguishment
|
—
|
|
|
(419
|
)
|
|
(8,340
|
)
|
|||
Other income (expense), net
|
(449
|
)
|
|
3,902
|
|
|
(4,715
|
)
|
|||
Income (loss) from continuing operations before income taxes and non-controlling interest
|
(7,838
|
)
|
|
45,019
|
|
|
92,826
|
|
|||
Provision for income taxes
|
227
|
|
|
2,005
|
|
|
4,447
|
|
|||
Income (loss) from continuing operations before non-controlling interest
|
$
|
(8,065
|
)
|
|
$
|
43,014
|
|
|
$
|
88,379
|
|
Loss from discontinued operations, net of income taxes
|
—
|
|
|
—
|
|
|
(284
|
)
|
|||
Consolidated net income (loss)
|
(8,065
|
)
|
|
43,014
|
|
|
88,095
|
|
|||
Adjust for net (income) loss attributable to non-controlling interest
|
2,611
|
|
|
(21
|
)
|
|
—
|
|
|||
Net income (loss) attributable to Finisar Corporation
|
$
|
(5,454
|
)
|
|
$
|
42,993
|
|
|
$
|
88,095
|
|
|
|
|
|
|
|
||||||
Net income (loss) per share attributable to Finisar Corporation common stockholders:
|
|
|
|
|
|
|
|
|
|||
Basic:
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations
|
$
|
(0.06
|
)
|
|
$
|
0.47
|
|
|
$
|
1.10
|
|
Income (loss) per share from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) per share
|
$
|
(0.06
|
)
|
|
$
|
0.47
|
|
|
$
|
1.10
|
|
Diluted:
|
|
|
|
|
|
||||||
Income (loss) per share from continuing operations
|
$
|
(0.06
|
)
|
|
$
|
0.46
|
|
|
$
|
1.00
|
|
Income (loss) per share from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) per share
|
$
|
(0.06
|
)
|
|
$
|
0.46
|
|
|
$
|
1.00
|
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
92,860
|
|
|
90,823
|
|
|
80,582
|
|
|||
Diluted
|
92,860
|
|
|
94,186
|
|
|
92,715
|
|
|
|
Fiscal Years Ended
|
||||||||||
|
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
||||||
Consolidated net income (loss)
|
|
$
|
(8,065
|
)
|
|
$
|
43,014
|
|
|
$
|
88,095
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Change in cumulative foreign currency translation adjustment
|
|
(195
|
)
|
|
(4,246
|
)
|
|
17,175
|
|
|||
Total other comprehensive income (loss), net of tax
|
|
(195
|
)
|
|
(4,246
|
)
|
|
17,175
|
|
|||
Total comprehensive income (loss)
|
|
(8,260
|
)
|
|
38,768
|
|
|
105,270
|
|
|||
Adjust for comprehensive (income) loss attributable to non-controlling interest, net of tax
|
|
2,611
|
|
|
(21
|
)
|
|
—
|
|
|||
Comprehensive income (loss) attributable to Finisar Corporation
|
|
$
|
(5,649
|
)
|
|
$
|
38,747
|
|
|
$
|
105,270
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Other
Comprehensive
Income
(Loss)
|
|
Accumulated
Deficit
|
|
Total
Finisar's Stockholders’
Equity
|
|
Non-controlling Interest
|
|
Total
Stockholders’
Equity
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
(In thousands, except share data)
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at April 30, 2010
|
75,824,913
|
|
|
$
|
76
|
|
|
$
|
2,030,373
|
|
|
$
|
15,791
|
|
|
$
|
(1,697,594
|
)
|
|
$
|
348,646
|
|
|
$
|
—
|
|
|
$
|
348,646
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88,095
|
|
|
88,095
|
|
|
—
|
|
|
88,095
|
|
|||||||
Change in cumulative foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
17,175
|
|
|
—
|
|
|
17,175
|
|
|
—
|
|
|
17,175
|
|
|||||||
Comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
105,270
|
|
|
—
|
|
|
105,270
|
|
|||||||
Issuance of shares pursuant to equity plans
|
3,356,572
|
|
|
3
|
|
|
34,409
|
|
|
—
|
|
|
—
|
|
|
34,412
|
|
|
—
|
|
|
34,412
|
|
|||||||
Issuance of shares pursuant to employee stock purchase plan
|
698,982
|
|
|
1
|
|
|
5,097
|
|
|
—
|
|
|
—
|
|
|
5,098
|
|
|
—
|
|
|
5,098
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
18,660
|
|
|
—
|
|
|
—
|
|
|
18,660
|
|
|
—
|
|
|
18,660
|
|
|||||||
Shares issued on conversion of convertible debt
|
5,882,628
|
|
|
6
|
|
|
69,159
|
|
|
—
|
|
|
—
|
|
|
69,165
|
|
|
—
|
|
|
69,165
|
|
|||||||
Issuance of common stock pursuant to public offering
|
4,140,000
|
|
|
4
|
|
|
117,902
|
|
|
—
|
|
|
—
|
|
|
117,906
|
|
|
—
|
|
|
117,906
|
|
|||||||
Balance at April 30, 2011
|
89,903,095
|
|
|
90
|
|
|
2,275,600
|
|
|
32,966
|
|
|
(1,609,499
|
)
|
|
699,157
|
|
|
—
|
|
|
699,157
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,993
|
|
|
42,993
|
|
|
21
|
|
|
43,014
|
|
|||||||
Change in cumulative foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,246
|
)
|
|
—
|
|
|
(4,246
|
)
|
|
—
|
|
|
(4,246
|
)
|
|||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,747
|
|
|
21
|
|
|
38,768
|
|
|||||||
Non-controlling interest at acquisition
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
8,300
|
|
|
8,300
|
|
||||||||||||
Issuance of shares pursuant to equity plans, net of tax withholdings
|
1,118,169
|
|
|
1
|
|
|
2,358
|
|
|
—
|
|
|
—
|
|
|
2,359
|
|
|
—
|
|
|
2,359
|
|
|||||||
Issuance of pursuant to employee stock purchase plan
|
334,464
|
|
|
|
|
|
4,744
|
|
|
—
|
|
|
—
|
|
|
4,744
|
|
|
—
|
|
|
4,744
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
24,225
|
|
|
—
|
|
|
—
|
|
|
24,225
|
|
|
—
|
|
|
24,225
|
|
|||||||
Employer contribution to defined contribution retirement plan
|
95,887
|
|
|
|
|
2,292
|
|
|
|
|
|
|
2,292
|
|
|
|
|
2,292
|
|
|||||||||||
Balance at April 30, 2012
|
91,451,615
|
|
|
91
|
|
|
2,309,219
|
|
|
28,720
|
|
|
(1,566,506
|
)
|
|
771,524
|
|
|
8,321
|
|
|
779,845
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,454
|
)
|
|
(5,454
|
)
|
|
(2,611
|
)
|
|
(8,065
|
)
|
|||||||
Change in cumulative foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(195
|
)
|
|
|
|
|
(195
|
)
|
|
—
|
|
|
(195
|
)
|
|||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(5,649
|
)
|
|
(2,611
|
)
|
|
(8,260
|
)
|
||||||||||||
Issuance of shares pursuant to equity plans, net of tax withholdings
|
1,591,907
|
|
|
2
|
|
|
389
|
|
|
—
|
|
|
—
|
|
|
391
|
|
|
—
|
|
|
391
|
|
|||||||
Issuance of shares pursuant to employee stock purchase plan
|
577,136
|
|
|
1
|
|
|
6,640
|
|
|
—
|
|
|
—
|
|
|
6,641
|
|
|
—
|
|
|
6,641
|
|
|||||||
Issuance of shares for exercise of warrants
|
37,582
|
|
|
|
|
30
|
|
|
|
|
|
|
30
|
|
|
|
|
30
|
|
|||||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
31,961
|
|
|
—
|
|
|
—
|
|
|
31,961
|
|
|
—
|
|
|
31,961
|
|
|||||||
Employer contribution to defined contribution retirement plan
|
120,380
|
|
|
—
|
|
|
1,907
|
|
|
—
|
|
|
—
|
|
|
1,907
|
|
|
—
|
|
|
1,907
|
|
|||||||
Balance at April 28, 2013
|
93,778,620
|
|
|
$
|
94
|
|
|
$
|
2,350,146
|
|
|
$
|
28,525
|
|
|
$
|
(1,571,960
|
)
|
|
$
|
806,805
|
|
|
$
|
5,710
|
|
|
$
|
812,515
|
|
|
Fiscal Years Ended
|
||||||||||
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
||||||
|
(In thousands)
|
||||||||||
Operating activities
|
|
|
|
|
|
|
|
|
|||
Net income (loss) attributable to Finisar Corporation
|
$
|
(5,454
|
)
|
|
$
|
42,993
|
|
|
$
|
88,095
|
|
Adjust for net income (loss) attributable to non-controlling interest
|
(2,611
|
)
|
|
21
|
|
|
—
|
|
|||
Consolidated net income (loss)
|
(8,065
|
)
|
|
43,014
|
|
|
88,095
|
|
|||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
52,804
|
|
|
45,560
|
|
|
37,622
|
|
|||
Amortization
|
11,336
|
|
|
10,654
|
|
|
5,888
|
|
|||
Stock-based compensation expense
|
33,594
|
|
|
25,974
|
|
|
18,521
|
|
|||
Non-cash interest cost on 2.5% convertible senior subordinated notes
|
—
|
|
|
—
|
|
|
742
|
|
|||
Equity in losses of equity method investment
|
|
|
|
619
|
|
|
413
|
|
|||
Net gain on sale of minority investments
|
—
|
|
|
(619
|
)
|
|
—
|
|
|||
Impairment of minority investments
|
—
|
|
|
616
|
|
|
—
|
|
|||
Loss (gain) on sale or retirement of assets and asset disposal group
|
(1,350
|
)
|
|
233
|
|
|
20
|
|
|||
Impairment of long-lived assets
|
20,643
|
|
|
—
|
|
|
—
|
|
|||
Gain on fair value measurement of minority equity-method investment
|
—
|
|
|
(5,429
|
)
|
|
—
|
|
|||
Gain on fair value remeasurement of contingent consideration related to acquisitions
|
(7,130
|
)
|
|
(4,853
|
)
|
|
—
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
419
|
|
|
8,340
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
21,971
|
|
|
11,893
|
|
|
(40,769
|
)
|
|||
Inventories
|
19,362
|
|
|
(21,323
|
)
|
|
(37,088
|
)
|
|||
Other assets
|
(557
|
)
|
|
(7,241
|
)
|
|
(4,249
|
)
|
|||
Deferred income taxes
|
(1,198
|
)
|
|
(1,981
|
)
|
|
2,000
|
|
|||
Accounts payable
|
3,015
|
|
|
(11,990
|
)
|
|
(550
|
)
|
|||
Accrued compensation
|
2,390
|
|
|
2,094
|
|
|
4,690
|
|
|||
Other accrued liabilities
|
3,235
|
|
|
(11,246
|
)
|
|
3,156
|
|
|||
Deferred revenue
|
(1,760
|
)
|
|
(2,383
|
)
|
|
7,628
|
|
|||
Net cash provided by operating activities
|
148,290
|
|
|
74,011
|
|
|
94,459
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|||
Additions to property, equipment and improvements
|
(90,622
|
)
|
|
(77,039
|
)
|
|
(64,137
|
)
|
|||
Proceeds from sale of property and equipment and asset disposal group
|
2,698
|
|
|
32
|
|
|
37
|
|
|||
Acquisitions, net of cash acquired
|
(21,525
|
)
|
|
(71,232
|
)
|
|
—
|
|
|||
Sale (purchase) of minority investments
|
10,495
|
|
|
913
|
|
|
(32,173
|
)
|
|||
Purchase of intangible assets
|
(221
|
)
|
|
(1,276
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(99,175
|
)
|
|
(148,602
|
)
|
|
(96,273
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||
Proceeds from term loan
|
—
|
|
|
1,800
|
|
|
—
|
|
|||
Repayments of debt
|
(3,150
|
)
|
|
(15,576
|
)
|
|
(19,250
|
)
|
|||
Repayment of convertible notes
|
—
|
|
|
—
|
|
|
(29,581
|
)
|
|||
Net proceeds from common stock offering
|
—
|
|
|
—
|
|
|
117,906
|
|
|||
Proceeds from the issuance of shares under equity plans and employee stock purchase plan
|
8,567
|
|
|
8,146
|
|
|
40,480
|
|
|||
Net cash provided by (used in) financing activities
|
5,417
|
|
|
(5,630
|
)
|
|
109,555
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
54,532
|
|
|
(80,221
|
)
|
|
107,741
|
|
|||
Cash and cash equivalents at beginning of year
|
234,544
|
|
|
314,765
|
|
|
207,024
|
|
|||
Cash and cash equivalents at end of year
|
$
|
289,076
|
|
|
$
|
234,544
|
|
|
$
|
314,765
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
2,011
|
|
|
$
|
2,540
|
|
|
$
|
4,311
|
|
Cash paid for taxes
|
$
|
2,073
|
|
|
$
|
7,757
|
|
|
$
|
2,138
|
|
Issuance of common stock for conversion of convertible debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69,165
|
|
1.
|
Description of Business and Basis of Presentation
|
2.
|
Summary of Significant Accounting Policies
|
|
Fiscal Years Ended
|
||||||||||
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to Finisar Corporation
|
$
|
(5,454
|
)
|
|
$
|
42,993
|
|
|
$
|
88,379
|
|
Numerator for basic income (loss) per share from continuing operations attributable to Finisar Corporation
|
$
|
(5,454
|
)
|
|
$
|
42,993
|
|
|
$
|
88,379
|
|
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Convertible debt interest expense
|
—
|
|
|
—
|
|
|
4,627
|
|
|||
Numerator for diluted income (loss) per share from continuing operations attributable to Finisar Corporation
|
$
|
(5,454
|
)
|
|
$
|
42,993
|
|
|
$
|
93,006
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic income (loss) per share from continuing operations attributable to Finisar Corporation- weighted average shares
|
92,860
|
|
|
90,823
|
|
|
80,582
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Employee stock options and restricted stock units
|
—
|
|
|
3,327
|
|
|
4,132
|
|
|||
Warrants
|
—
|
|
|
36
|
|
|
36
|
|
|||
Convertible debt
|
—
|
|
|
—
|
|
|
7,965
|
|
|||
Dilutive potential common shares
|
—
|
|
|
3,363
|
|
|
12,133
|
|
|||
Denominator for diluted income (loss) per share from continuing operations attributable to Finisar Corporation
|
92,860
|
|
|
94,186
|
|
|
92,715
|
|
|||
Net income (loss) per share from continuing operations attributable to Finisar Corporation:
|
|
|
|
|
|
||||||
Basic income (loss) per share from continuing operations attributable to Finisar Corporation
|
$
|
(0.06
|
)
|
|
$
|
0.47
|
|
|
$
|
1.10
|
|
Diluted income (loss) per share from continuing operations attributable to Finisar Corporation
|
$
|
(0.06
|
)
|
|
$
|
0.46
|
|
|
$
|
1.00
|
|
|
Fiscal Years Ended
|
|||||||
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
|||
Employee stock options and restricted stock units
|
4,599
|
|
|
1,189
|
|
|
1,603
|
|
Conversion of 5% convertible senior notes due 2029
|
3,748
|
|
|
3,748
|
|
|
—
|
|
|
8,347
|
|
|
4,937
|
|
|
1,603
|
|
Cash and cash equivalents
|
$
|
2,175
|
|
Accounts receivable
|
3,823
|
|
|
Inventory
|
5,025
|
|
|
Other current assets
|
355
|
|
|
Property, equipment and improvements
|
1,225
|
|
|
Intangible assets
|
13,360
|
|
|
Total identifiable assets acquired
|
25,963
|
|
|
|
|
||
Current liabilities
|
(4,056
|
)
|
|
Deferred tax liabilities
|
(1,023
|
)
|
|
Total liabilities assumed
|
(5,079
|
)
|
|
Net identifiable assets acquired
|
20,884
|
|
|
Goodwill
|
9,667
|
|
|
Net assets acquired
|
$
|
30,551
|
|
Cash
|
$
|
98,900
|
|
Contingent consideration
|
13,598
|
|
|
Total
|
$
|
112,498
|
|
Cash and cash equivalents
|
$
|
5,543
|
|
Accounts receivable
|
11,267
|
|
|
Inventory
|
14,721
|
|
|
Other current assets
|
2,161
|
|
|
Property, equipment and improvements
|
6,515
|
|
|
Intangible assets
|
34,860
|
|
|
Other assets
|
1,457
|
|
|
Total identifiable assets acquired
|
76,524
|
|
|
|
|
||
Current liabilities
|
(17,439
|
)
|
|
Short-term debt
|
(9,985
|
)
|
|
Long-term debt
|
(7,526
|
)
|
|
Deferred tax liabilities
|
(3,553
|
)
|
|
Other long-term liabilities
|
(330
|
)
|
|
Total liabilities assumed
|
(38,833
|
)
|
|
Net identifiable assets acquired
|
37,691
|
|
|
Non-controlling interest
|
(8,300
|
)
|
|
Goodwill
|
83,107
|
|
|
Net assets acquired
|
$
|
112,498
|
|
|
April 28, 2013
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
Purchased technology
|
$
|
101,044
|
|
|
$
|
(86,786
|
)
|
|
$
|
14,258
|
|
Purchased trade name
|
2,072
|
|
|
(2,072
|
)
|
|
—
|
|
|||
Purchased customer relationships
|
31,602
|
|
|
(21,120
|
)
|
|
10,482
|
|
|||
Purchased internal use software, backlog and in-process research and development
|
3,396
|
|
|
(1,920
|
)
|
|
1,476
|
|
|||
Purchased patents
|
1,872
|
|
|
(429
|
)
|
|
1,443
|
|
|||
Totals
|
$
|
139,986
|
|
|
$
|
(112,327
|
)
|
|
$
|
27,659
|
|
|
April 30, 2012
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
Purchased technology
|
$
|
92,564
|
|
|
$
|
(75,242
|
)
|
|
$
|
17,322
|
|
Purchased trade name
|
2,072
|
|
|
(1,229
|
)
|
|
843
|
|
|||
Purchased customer relationships
|
32,974
|
|
|
(8,407
|
)
|
|
24,567
|
|
|||
Purchased internal use software, backlog and in-process research and development
|
2,156
|
|
|
(1,130
|
)
|
|
1,026
|
|
|||
Purchased patents
|
1,651
|
|
|
(232
|
)
|
|
1,419
|
|
|||
Totals
|
$
|
131,417
|
|
|
$
|
(86,240
|
)
|
|
$
|
45,177
|
|
Year
|
Amount
|
||
2014
|
$
|
7,291
|
|
2015
|
6,353
|
|
|
2016
|
6,089
|
|
|
2017
|
4,062
|
|
|
2018
|
2,146
|
|
|
2019 and beyond
|
1,718
|
|
|
Total
|
$
|
27,659
|
|
Balance at April 30, 2011
|
$
|
—
|
|
Addition related to Ignis acquisition (Note 4)
|
83,107
|
|
|
Acquisition consideration allocation adjustments
|
(1,676
|
)
|
|
Balance at April 30, 2012
|
81,431
|
|
|
Addition related to Red-C acquisition (Note 4)
|
9,667
|
|
|
Acquisition consideration allocation adjustment
|
388
|
|
|
Goodwill allocated to asset disposal groups
|
(500
|
)
|
|
Balance at April 28, 2013
|
$
|
90,986
|
|
|
|
Quoted Prices
|
|
Significant Other
|
|
|
|
|
||||||||
|
|
in Active
|
|
Observable
|
|
Significant
|
|
|
||||||||
|
|
Markets For
|
|
Remaining
|
|
Unobservable
|
|
|
||||||||
|
|
Identical Assets
|
|
Inputs
|
|
Inputs
|
|
|
||||||||
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
||||||||
As of April 28, 2013:
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
157
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
157
|
|
Cash
|
|
—
|
|
|
—
|
|
|
—
|
|
|
288,919
|
|
||||
Total cash and cash equivalents
|
|
|
|
|
|
|
|
$
|
289,076
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
As of April 30, 2012:
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
15,156
|
|
|
—
|
|
—
|
|
$
|
15,156
|
|
||||
Cash
|
|
—
|
|
|
—
|
|
—
|
|
219,388
|
|
||||||
Total cash and cash equivalents
|
|
|
|
|
|
|
|
$
|
234,544
|
|
|
As of
|
||||||
|
April 28, 2013
|
|
April 30, 2012
|
||||
Raw materials
|
$
|
44,705
|
|
|
$
|
64,047
|
|
Work-in-process
|
95,937
|
|
|
92,173
|
|
||
Finished goods
|
60,028
|
|
|
62,212
|
|
||
Total inventories
|
$
|
200,670
|
|
|
$
|
218,432
|
|
|
As of
|
||||||
|
April 28, 2013
|
|
April 30, 2012
|
||||
Land and buildings
|
$
|
29,834
|
|
|
$
|
10,600
|
|
Computer equipment
|
54,868
|
|
|
49,215
|
|
||
Office equipment, furniture and fixtures
|
5,373
|
|
|
4,833
|
|
||
Machinery and equipment
|
352,032
|
|
|
301,084
|
|
||
Leasehold property and improvements
|
32,665
|
|
|
30,809
|
|
||
Total
|
474,772
|
|
|
396,541
|
|
||
Accumulated depreciation and amortization
|
(273,330
|
)
|
|
(232,724
|
)
|
||
Property, equipment and improvements (net)
|
$
|
201,442
|
|
|
$
|
163,817
|
|
|
As of
|
||||||
|
April 28, 2013
|
|
April 30, 2012
|
||||
Warranty accrual (Note 22)
|
$
|
4,155
|
|
|
$
|
3,926
|
|
Other liabilities
|
19,378
|
|
|
16,945
|
|
||
Total
|
$
|
23,533
|
|
|
$
|
20,871
|
|
|
|
Carrying
|
|
Interest
|
|
Due in
|
||
Description
|
|
Amount
|
|
Rate
|
|
Fiscal year
|
||
As of April 28, 2013
|
|
|
|
|
|
|
||
Convertible senior notes due October 2029
|
|
$
|
40,015
|
|
|
5.00%
|
|
2030
|
Total
|
|
$
|
40,015
|
|
|
|
|
|
|
|
|
|
|
|
|
||
As of April 30, 2012
|
|
|
|
|
|
|
||
Convertible senior notes due October 2029
|
|
$
|
40,015
|
|
|
5.00%
|
|
2030
|
Total
|
|
$
|
40,015
|
|
|
|
|
|
|
Fiscal Years Ended
|
||||||||||
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
||||||
Non-cash interest cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
742
|
|
Cash interest cost
|
—
|
|
|
—
|
|
|
294
|
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,036
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
After
5 Years
|
||||||||||
Operating leases (a)
|
$
|
57,190
|
|
|
$
|
13,456
|
|
|
$
|
17,808
|
|
|
$
|
12,817
|
|
|
$
|
13,109
|
|
(a)
|
Includes operating lease obligations that have been accrued as restructuring charges.
|
|
April 28, 2013
|
|
April 30, 2012
|
||||||||||||||||||||||||||||||||
|
Carrying
|
|
|
|
|
|
|
|
Carrying
|
|
|
|
|
|
|
||||||||||||||||||||
|
Amount
|
|
Level 1
|
Level 2
|
Level 3
|
|
Fair Value
|
|
Amount
|
|
Level 1
|
Level 2
|
Level 3
|
|
Fair Value
|
||||||||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
289,076
|
|
|
$
|
289,076
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
289,076
|
|
|
$
|
234,544
|
|
|
$
|
234,544
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
234,544
|
|
Total
|
$
|
289,076
|
|
|
$
|
289,076
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
289,076
|
|
|
$
|
234,544
|
|
|
$
|
234,544
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
234,544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Convertible debt
|
$
|
40,015
|
|
|
$
|
59,931
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
59,931
|
|
|
$
|
40,015
|
|
|
$
|
73,688
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
73,688
|
|
Debt
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
3,150
|
|
|
3,150
|
|
—
|
|
—
|
|
|
3,150
|
|
||||||||||
Contingent consideration
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
||||||||||
Total
|
$
|
40,015
|
|
|
$
|
59,931
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
59,931
|
|
|
$
|
43,165
|
|
|
$
|
76,838
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
76,838
|
|
Balance at April 30, 2012
|
|
$
|
—
|
|
Additions due to acquisition of Red-C (See Note 4)
|
|
6,851
|
|
|
Accretion
|
|
279
|
|
|
Fair value remeasurement
|
|
(7,130
|
)
|
|
Balance at April 28, 2013
|
|
$
|
—
|
|
Balance at April 30, 2011
|
|
|
$
|
—
|
|
Consideration recognized
|
|
|
13,598
|
|
|
Accretion
|
|
|
541
|
|
|
Foreign exchange gains
|
|
|
(326
|
)
|
|
Payout of consideration
|
|
|
(8,960
|
)
|
|
Fair value remeasurement
|
|
|
(4,853
|
)
|
|
Balance at April 30, 2012
|
|
|
$
|
—
|
|
|
|
As of
|
||||||
|
|
April 28, 2013
|
|
April 30, 2012
|
||||
Cumulative translation adjustment
|
|
$
|
28,525
|
|
|
$
|
28,720
|
|
Conversion of convertible notes
|
3,748,478
|
|
Exercise of outstanding options
|
3,806,332
|
|
Vesting of restricted stock awards
|
5,375,784
|
|
Available for grant under employee stock incentive plan
|
13,185,857
|
|
Available for grant under employee stock purchase plan
|
1,258,943
|
|
Total
|
27,375,394
|
|
|
|
Options Outstanding
|
|
|||||||||||
|
|
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|
|||||
|
|
Number of
Shares
|
|
|
|
|
||||||||
|
|
|
|
|
|
(In years)
|
|
($000’s)
|
|
|||||
Balance at April 30, 2010
|
|
8,482,806
|
|
|
$
|
13.67
|
|
|
|
|
|
|
|
|
Options exercised
|
|
(2,929,996
|
)
|
|
$
|
12.07
|
|
|
|
|
$
|
45,203
|
|
(1)
|
Options canceled
|
|
(390,733
|
)
|
|
$
|
40.78
|
|
|
|
|
|
|
||
Balance at April 30, 2011
|
|
5,162,077
|
|
|
$
|
12.53
|
|
|
|
|
|
|
|
|
Options exercised
|
|
(444,533
|
)
|
|
$
|
7.65
|
|
|
|
|
$
|
5,383
|
|
(1)
|
Options canceled
|
|
(241,938
|
)
|
|
$
|
23.36
|
|
|
|
|
|
|
|
|
Balance at April 30, 2012
|
|
4,475,606
|
|
|
$
|
12.42
|
|
|
|
|
|
|
|
|
Options exercised
|
|
(451,081
|
)
|
|
$
|
4.21
|
|
|
|
|
$
|
4,394
|
|
(1)
|
Options canceled
|
|
(218,193
|
)
|
|
$
|
15.61
|
|
|
|
|
|
|
|
|
Balance at April 28, 2013
|
|
3,806,332
|
|
|
$
|
13.22
|
|
|
4.32
|
|
$
|
14,022
|
|
(2)
|
(1)
|
Represents the difference between the exercise price and the fair value of Finisar common stock at exercise date.
|
(2)
|
Represents the difference between the exercise price and the fair value of Finisar common stock at
April 28, 2013
.
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
Number
Outstanding
|
|
Weighted-
Average
Remaining
Contractual Life
|
|
Weighted-
Average
Exercise
Price
|
|
Number
Exercisable
|
|
Weighted-
Average
Exercise
Price
|
||||||||
|
|
|
(In years)
|
|
|
|
|
||||||||||
$0.64
|
-
|
$3.04
|
105,322
|
|
|
3.76
|
|
$
|
1.95
|
|
|
104,996
|
|
|
$
|
1.95
|
|
$3.36
|
-
|
$3.36
|
791,276
|
|
|
5.60
|
|
$
|
3.36
|
|
|
791,276
|
|
|
$
|
3.36
|
|
$5.12
|
-
|
$8.08
|
185,408
|
|
|
3.29
|
|
$
|
7.01
|
|
|
182,641
|
|
|
$
|
7.01
|
|
$8.29
|
-
|
$8.29
|
726,688
|
|
|
6.59
|
|
$
|
8.29
|
|
|
577,370
|
|
|
$
|
8.29
|
|
$8.32
|
-
|
$12.88
|
404,978
|
|
|
2.63
|
|
$
|
10.68
|
|
|
393,524
|
|
|
$
|
10.61
|
|
$13.12
|
-
|
$15.36
|
385,329
|
|
|
2.26
|
|
$
|
14.36
|
|
|
377,025
|
|
|
$
|
14.38
|
|
$15.60
|
-
|
$21.68
|
520,209
|
|
|
3.51
|
|
$
|
20.13
|
|
|
519,760
|
|
|
$
|
20.13
|
|
$22.32
|
-
|
$26.64
|
432,750
|
|
|
3.58
|
|
$
|
25.62
|
|
|
432,538
|
|
|
$
|
25.62
|
|
$27.12
|
-
|
$42.56
|
254,367
|
|
|
3.54
|
|
$
|
34.20
|
|
|
254,367
|
|
|
$
|
34.20
|
|
$419.84
|
-
|
$419.84
|
5
|
|
|
4.02
|
|
$
|
419.84
|
|
|
5
|
|
|
$
|
419.84
|
|
|
|
|
3,806,332
|
|
|
4.32
|
|
|
|
|
3,633,502
|
|
|
$
|
13.42
|
|
|
Number of
Shares
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic Value
|
|||||
|
|
|
|
|
(In years)
|
|
($000’s)
|
|||||
Vested and expected-to-vest options
|
3,801,321
|
|
|
$
|
13.22
|
|
|
4.32
|
|
$
|
14,002
|
|
Exercisable options
|
3,633,502
|
|
|
$
|
13.42
|
|
|
4.21
|
|
$
|
13,315
|
|
|
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||
Unvested at April 30, 2011
|
2,477,554
|
|
|
$
|
15.09
|
|
Granted
|
2,478,406
|
|
|
$
|
15.20
|
|
Vested
|
(733,085
|
)
|
|
$
|
18.51
|
|
Forfeited
|
(209,178
|
)
|
|
$
|
15.34
|
|
Unvested at April 30, 2012
|
4,013,697
|
|
|
$
|
15.03
|
|
Granted
|
2,858,150
|
|
|
$
|
13.03
|
|
Vested
|
(1,247,302
|
)
|
|
$
|
14.17
|
|
Forfeited
|
(248,761
|
)
|
|
$
|
14.73
|
|
Unvested at April 28, 2013
|
5,375,784
|
|
|
$
|
14.13
|
|
|
Fiscal Years Ended
|
||||||||||
Stock-based compensation expense by caption:
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
||||||
Cost of revenues
|
$
|
6,915
|
|
|
$
|
5,755
|
|
|
$
|
4,623
|
|
Research and development
|
10,970
|
|
|
8,375
|
|
|
6,255
|
|
|||
Sales and marketing
|
3,743
|
|
|
2,906
|
|
|
2,103
|
|
|||
General and administrative
|
10,333
|
|
|
7,221
|
|
|
4,967
|
|
|||
Total
|
$
|
31,961
|
|
|
$
|
24,257
|
|
|
$
|
17,948
|
|
|
Fiscal Years Ended
|
||||||||||
Stock-based compensation expense by type of award:
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
||||||
Stock options
|
$
|
1,892
|
|
|
$
|
5,862
|
|
|
$
|
7,354
|
|
RSUs
|
26,794
|
|
|
15,232
|
|
|
7,990
|
|
|||
Employee stock purchase rights under ESPP
|
3,275
|
|
|
3,163
|
|
|
2,604
|
|
|||
Total
|
$
|
31,961
|
|
|
$
|
24,257
|
|
|
$
|
17,948
|
|
|
|
Fiscal Years Ended
|
|||||||
|
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
|||
Expected term (in years)
|
|
0.75
|
|
|
0.75
|
|
|
0.75
|
|
Volatility
|
|
50%- 53%
|
|
|
82%- 87%
|
|
|
59%- 109%
|
|
Risk-free interest rate
|
|
0.10 - 0.15%
|
|
|
0.04 - 0.11%
|
|
|
0.2 - 0.3%
|
|
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
67
|
|
State
|
(45
|
)
|
|
199
|
|
|
404
|
|
|||
Foreign
|
3,896
|
|
|
3,608
|
|
|
1,977
|
|
|||
|
3,851
|
|
|
3,807
|
|
|
2,448
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
||||
Foreign
|
(3,624
|
)
|
|
(1,802
|
)
|
|
1,999
|
|
|||
|
(3,624
|
)
|
|
(1,802
|
)
|
|
1,999
|
|
|||
Provision for income taxes
|
$
|
227
|
|
|
$
|
2,005
|
|
|
$
|
4,447
|
|
|
Fiscal Years Ended
|
||||||||||
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
||||||
U.S.
|
$
|
(21,863
|
)
|
|
$
|
10,504
|
|
|
$
|
40,123
|
|
Foreign
|
14,025
|
|
|
34,515
|
|
|
52,703
|
|
|||
|
$
|
(7,838
|
)
|
|
$
|
45,019
|
|
|
$
|
92,826
|
|
|
Fiscal Years Ended
|
|||||||
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
|||
Expected income tax provision (benefit) at U.S. federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Stock compensation expense
|
(45.2
|
)
|
|
7.7
|
|
|
1.3
|
|
Foreign loss not benefited
|
(49.7
|
)
|
|
9.7
|
|
|
—
|
|
Debt conversion
|
(5.8
|
)
|
|
0.8
|
|
|
3.1
|
|
Tax gain convertible note
|
31.1
|
|
|
(3.8
|
)
|
|
—
|
|
Non-deductible interest
|
(5.3
|
)
|
|
0.9
|
|
|
—
|
|
Valuation allowance
|
(101.0
|
)
|
|
(17.0
|
)
|
|
(17.3
|
)
|
Foreign (income) taxed at different rates
|
93.3
|
|
|
(33.4
|
)
|
|
(15.6
|
)
|
Intangible impairment
|
36.8
|
|
|
—
|
|
|
—
|
|
Research and development credits
|
18.7
|
|
|
—
|
|
|
—
|
|
Non-deductible acquisition charge
|
(6.2
|
)
|
|
—
|
|
|
—
|
|
Other
|
(4.6
|
)
|
|
4.6
|
|
|
(1.7
|
)
|
|
(2.9
|
)%
|
|
4.5
|
%
|
|
4.8
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
||||||
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|||
Inventory adjustments
|
$
|
9,170
|
|
|
$
|
11,640
|
|
|
$
|
10,422
|
|
Accruals and reserves
|
14,194
|
|
|
12,782
|
|
|
13,380
|
|
|||
Tax credits
|
21,869
|
|
|
17,982
|
|
|
17,610
|
|
|||
Net operating loss carryforwards
|
155,281
|
|
|
152,384
|
|
|
136,412
|
|
|||
Gain/loss on investments under equity or cost method
|
8,931
|
|
|
8,987
|
|
|
9,805
|
|
|||
Depreciation and amortization
|
1,915
|
|
|
129
|
|
|
(100
|
)
|
|||
Purchase accounting for intangible assets
|
190
|
|
|
2,753
|
|
|
2,446
|
|
|||
Capital loss carryforward
|
563
|
|
|
—
|
|
|
—
|
|
|||
Acquired intangibles
|
18,356
|
|
|
18,471
|
|
|
18,784
|
|
|||
Stock compensation
|
7,917
|
|
|
6,052
|
|
|
6,714
|
|
|||
Total deferred tax assets
|
238,386
|
|
|
231,180
|
|
|
215,473
|
|
|||
Valuation allowance
|
(227,889
|
)
|
|
(222,919
|
)
|
|
(215,473
|
)
|
|||
Net deferred tax assets
|
10,497
|
|
|
8,261
|
|
|
—
|
|
|||
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|||
Acquired intangibles
|
(5,128
|
)
|
|
(8,001
|
)
|
|
—
|
|
|||
Debt discount
|
(1,592
|
)
|
|
(1,602
|
)
|
|
—
|
|
|||
Inventory reserve
|
(1,791
|
)
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
(774
|
)
|
|
(396
|
)
|
|
—
|
|
|||
Total deferred tax liabilities
|
(9,285
|
)
|
|
(9,999
|
)
|
|
—
|
|
|||
Total net deferred tax assets (liabilities)
|
$
|
1,212
|
|
|
$
|
(1,738
|
)
|
|
$
|
—
|
|
Gross unrecognized tax benefits balance at April 30, 2011
|
$
|
13,907
|
|
Add:
|
|
||
Additions based on tax positions related to the current year
|
534
|
|
|
Additions for tax positions of prior years
|
193
|
|
|
Gross unrecognized tax benefits balance at April 30, 2012
|
14,634
|
|
|
Add:
|
|
||
Additions based on tax positions related to the current year
|
757
|
|
|
Additions for tax positions of prior years
|
241
|
|
|
Gross unrecognized tax benefits balance at April 28, 2013
|
$
|
15,632
|
|
|
Fiscal Years Ended
|
||||||||||
|
April 28, 2013
|
|
April 30, 2012
|
|
April 30, 2011
|
||||||
Revenues from sales to unaffiliated customers:
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
269,071
|
|
|
$
|
242,982
|
|
|
$
|
279,542
|
|
Malaysia
|
183,299
|
|
|
207,931
|
|
|
150,101
|
|
|||
China
|
171,016
|
|
|
184,945
|
|
|
218,594
|
|
|||
Rest of the world
|
310,949
|
|
|
316,721
|
|
|
300,550
|
|
|||
Totals
|
$
|
934,335
|
|
|
$
|
952,579
|
|
|
$
|
948,787
|
|
|
As of
|
||||||
|
April 28, 2013
|
|
April 30, 2012
|
||||
Long-lived assets:
|
|
|
|
|
|
||
United States
|
$
|
88,790
|
|
|
$
|
92,635
|
|
Malaysia
|
38,409
|
|
|
38,668
|
|
||
China
|
90,126
|
|
|
57,664
|
|
||
Rest of the world
|
25,238
|
|
|
31,807
|
|
||
|
$
|
242,563
|
|
|
$
|
220,774
|
|
Balance as of April 30, 2012
|
$
|
3,505
|
|
Cash payments, net of sublease income
|
(280
|
)
|
|
Balance as of April 28, 2013
|
$
|
3,225
|
|
|
As of
|
||||||
|
April 28, 2013
|
|
April 30, 2012
|
||||
Beginning balance
|
$
|
3,926
|
|
|
$
|
4,469
|
|
Additions during the period based on product sold
|
4,964
|
|
|
3,487
|
|
||
Additions during the period due to acquisitions
|
159
|
|
|
313
|
|
||
Change in estimates
|
(1,378
|
)
|
|
(405
|
)
|
||
Settlements and expirations
|
(3,516
|
)
|
|
(3,938
|
)
|
||
Ending balance
|
$
|
4,155
|
|
|
$
|
3,926
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
April 28, 2013 (1)(2)
|
|
January 27, 2013 (3)
|
|
October 28, 2012
|
|
July 29, 2012
|
|
April 30, 2012 (4)(5)
|
|
January 29, 2012
|
|
October 30, 2011
|
|
July 31, 2011 (6)
|
||||||||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||||||||||||||
Revenues
|
$
|
243,417
|
|
|
$
|
238,351
|
|
|
$
|
232,041
|
|
|
$
|
220,526
|
|
|
$
|
239,910
|
|
|
$
|
242,954
|
|
|
$
|
241,489
|
|
|
$
|
228,226
|
|
Gross profit
|
$
|
67,326
|
|
|
$
|
68,044
|
|
|
$
|
63,874
|
|
|
$
|
57,797
|
|
|
$
|
65,480
|
|
|
$
|
71,102
|
|
|
$
|
70,281
|
|
|
$
|
66,481
|
|
Income (loss) from operations
|
$
|
385
|
|
|
$
|
(797
|
)
|
|
$
|
54
|
|
|
$
|
(5,197
|
)
|
|
$
|
16,964
|
|
|
$
|
11,308
|
|
|
$
|
8,817
|
|
|
$
|
7,090
|
|
Income (loss) from continuing operations before non-controlling interest
|
$
|
1,404
|
|
|
$
|
(3,687
|
)
|
|
$
|
427
|
|
|
$
|
(6,209
|
)
|
|
$
|
17,342
|
|
|
$
|
9,367
|
|
|
$
|
6,270
|
|
|
$
|
10,035
|
|
Loss from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net income (loss) attributable to Finisar Corporation
|
$
|
3,879
|
|
|
$
|
(3,407
|
)
|
|
$
|
271
|
|
|
$
|
(6,197
|
)
|
|
$
|
18,015
|
|
|
$
|
8,909
|
|
|
$
|
5,927
|
|
|
$
|
10,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (loss) per share attributable to Finisar Corporation common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.04
|
|
|
$
|
(0.04
|
)
|
|
$
|
—
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.20
|
|
|
$
|
0.10
|
|
|
$
|
0.07
|
|
|
$
|
0.11
|
|
Diluted
|
$
|
0.04
|
|
|
$
|
(0.04
|
)
|
|
$
|
—
|
|
|
$
|
(0.07
|
)
|
|
$
|
0.19
|
|
|
$
|
0.09
|
|
|
$
|
0.06
|
|
|
$
|
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used in computing net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
93,567
|
|
|
93,097
|
|
|
92,780
|
|
|
91,988
|
|
|
91,349
|
|
|
91,001
|
|
|
90,715
|
|
|
90,221
|
|
||||||||
Diluted
|
96,192
|
|
|
93,097
|
|
|
94,734
|
|
|
91,988
|
|
|
98,528
|
|
|
94,032
|
|
|
93,599
|
|
|
93,527
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
|
Item 9A.
|
Controls and Procedures
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
(a)
|
(1)
Financial Statements
: See “Finisar Corporation Consolidated Financial Statements Index” in Part II, Item 8 of this report.
|
Schedule II — Consolidated Valuation and Qualifying Accounts
|
|||||||||||||||
|
Balance at
Beginning
of Period
|
|
Additions
Charged to (Recoveries Offset)
Costs and
Expenses, Net
|
|
Write-Offs
|
|
Balance at
End of
Period
|
||||||||
|
(in thousands)
|
||||||||||||||
Allowance for doubtful accounts
|
|
|
|
|
|
|
|
||||||||
Balance at April 28, 2013
|
$
|
1,311
|
|
|
$
|
(268
|
)
|
|
$
|
(85
|
)
|
|
$
|
958
|
|
Balance at April 30, 2012
|
$
|
1,324
|
|
|
$
|
100
|
|
|
$
|
(113
|
)
|
|
$
|
1,311
|
|
Balance at April 30, 2011
|
$
|
2,085
|
|
|
$
|
40
|
|
|
$
|
(801
|
)
|
|
$
|
1,324
|
|
•
|
may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
|
•
|
may apply standards of materiality that differ from those of a reasonable investor; and
|
•
|
were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
|
|
|
FINISAR CORPORATION
|
|
|
|
|
By
|
/s/ Jerry S. Rawls
|
|
|
Jerry S. Rawls
|
|
|
Chairman of the Board of Directors
|
|
|
(Co-Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Jerry S. Rawls
|
|
Chairman of the Board of Directors
(Co-Principal Executive Officer)
|
|
June 21, 2013
|
Jerry S. Rawls
|
|
|
||
|
|
|
|
|
/s/ Eitan Gertel
|
|
Chief Executive Officer
(Co-Principal Executive Officer)
|
|
June 21, 2013
|
Eitan Gertel
|
|
|
||
|
|
|
|
|
/s/ Kurt Adzema
|
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
June 21, 2013
|
Kurt Adzema
|
|
|
||
|
|
|
|
|
/s/ Michael C. Child
|
|
Director
|
|
June 21, 2013
|
Michael C. Child
|
|
|
||
|
|
|
|
|
/s/ Roger C. Ferguson
|
|
Director
|
|
June 21, 2013
|
Roger C. Ferguson
|
|
|
||
|
|
|
|
|
/s/ Thomas E. Pardun
|
|
Director
|
|
June 20, 2013
|
Thomas E. Pardun
|
|
|
||
|
|
|
|
|
/s/ Robert N. Stephens
|
|
Director
|
|
June 21, 2013
|
Robert N. Stephens
|
|
|
EXHIBIT INDEX
|
||
Exhibit
|
|
|
Number
|
|
Exhibit Title
|
10.23*
|
|
Stock Option and Grant Notices, dated April 14, 2006, April 5, 2005, March 1, 2004 and May 1, 2003, for Mark Colyar(34)
|
10.24*
|
|
Stock Option and Grant Notices, dated August 28, 2006, for Christopher Brown(35)
|
10.25*
|
|
Finisar Executive Retention and Severance Plan, as Amended and Restated Effective January 1, 2009(36)
|
10.26*
|
|
Amended and Restated Executive Employment Agreement between Registrant and Christopher Brown, dated December 31, 2008(37)
|
10.27*
|
|
Amended and Restated Executive Employment Agreement between Registrant and Mark Colyar, dated December 31, 2008(38)
|
10.28*
|
|
Amended and Restated Executive Employment Agreement between Registrant and Eitan Gertel, dated December 31, 2008(39)
|
10.29*
|
|
Form of Restricted Stock Unit Issuance Agreement(40)
|
10.30*
|
|
Form of Restricted Stock Unit Issuance Agreement — Officers(41)
|
10.31*
|
|
Form of Restricted Stock Unit Issuance Agreement — International(42)
|
10.32*
|
|
Form of Restricted Stock Unit Issuance Agreement — Israel(43)
|
10.33
|
|
Asset Purchase Agreement dated as of July 8, 2009 by and between Registrant and JDS Uniphase Corporation(44)
|
10.34
|
|
Credit Agreement dated October 2, 2009 by and among Registrant, Optium Corporation and Wells Fargo Foothill, LLC(45)
|
10.35
|
|
Security Agreement dated October 2, 2009, among Registrant, Optium Corporation, AZNA LLC, Finisar Sales, Inc., Kailight Photonics, Inc. and Wells Fargo Foothill, LLC(46)
|
10.36*
|
|
Registrant's 2009 Employee Stock Purchase Plan (as amended)
|
10.37*
|
|
Registrant's 2009 International Employee Stock Purchase Plan(47)
|
10.38
|
|
First Amendment to Credit Agreement dated January 7, 2010 by and among Registrant, Optium Corporation and Wells Fargo Foothill, LLC(48)
|
10.39
|
|
Second Amendment to Credit Agreement dated April 16, 2010 by and among Registrant, Optium Corporation and Wells Fargo Foothill, LLC(49)
|
10.40
|
|
Third Amendment to Credit Agreement and First Amendment to Security Agreement dated February 9, 2011 by and among Registrant, Optium Corporation and Wells Fargo Foothill, LLC(50)
|
10.41
|
|
Form of contract note between Registrant and sellers of shares of Ignis ASA(51)
|
10.42
|
|
Form of pre-acceptance agreement between Registrant and shareholders of Ignis ASA(52)
|
10.43
|
|
Fourth Amendment to Credit Agreement dated July 2, 2012 by and among Registrant, Optium Corporation and Wells Fargo Foothill, LLC(53)
|
10.44
|
|
Summary of the principal terms of the lease agreement - Wuxi, China(54)
|
10.45
|
|
Summary of the principal terms of the contract for state-owned construction land use right assignment - Wuxi, China(55)
|
10.46
|
|
Summary of the principal terms of the lease agreement - Jarfalla, Sweden(56)
|
10.47
|
|
Summary of the principal terms of the lease agreement - Tel Aviv, Israel(57)
|
10.48
|
|
Summary of the principal terms of the lease agreement - Shanghai, China
|
21
|
|
Subsidiaries of the Registrant
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
24
|
|
Power of Attorney (incorporated by reference to the signature page of this Annual Report)
|
31.1
|
|
Certification of Co-Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
|
Certification of Co-Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.3
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
|
Certification of Co-Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
|
Certification of Co-Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
EXHIBIT INDEX
|
||
Exhibit
|
|
|
Number
|
|
Exhibit Title
|
32.3
|
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS^
|
|
XBRL Instance Document
|
101.SCH^
|
|
XBRL Taxonomy Extension Schema
|
101.CAL^
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF^
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB^
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE^
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
^
|
XBRL information is furnished and not filed for the purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
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*
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Compensatory plan or management contract
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(1)
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Incorporated by reference to Exhibit 2.1 to Registrant's Current Report on Form 8-K filed March 28, 2011.
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(2)
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Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed December 4, 2007.
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(3)
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Incorporated by reference to Exhibit 3.5 to Registrant’s Registration Statement on Form S-1/A filed October 19, 1999 (File No. 333-87017).
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(4)
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Incorporated by reference to Exhibit 3.6 to Registrant’s Annual Report on Form 10-K filed July 18, 2001.
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(5)
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Incorporated by reference to Exhibit 3.8 to Registrant’s Registration Statement on Form S-3 filed December 18, 2001 (File No. 333-75380).
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(6)
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Incorporated by reference to Exhibit 99.2 to Registrant’s Registration Statement on Form 8-A12G filed on September 27, 2002.
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(7)
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Incorporated by reference to Exhibit 3.3 to Registrant’s Registration Statement on Form S-3 filed May 18, 2005 (File No. 333-125034).
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(8)
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Incorporated by reference to Exhibit 3.8 to Registrant’s Current Report on Form 8-K filed September 28, 2009.
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(9)
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Incorporated by reference to Exhibit 3.8 to Registrant’s Annual Report on Form 10-K filed July 1, 2010.
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(10)
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Incorporated by reference to the same numbered exhibit to Registrant’s Quarterly Report on Form 10-Q filed December 10, 2009.
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(11)
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Incorporated by reference to Exhibit 4.5 to Registrant’s Current Report on Form 8-K filed October 15, 2009.
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(12)
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Incorporated by reference to Exhibit 10.1 to Registrant’s Registration Statement on Form S-1/A filed October 19, 1999 (File No. 333-87017).
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(13)
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Incorporated by reference to Exhibit 10.3 to Registrant’s Registration Statement on Form S-1 filed September 13, 1999 (File No. 333-87017).
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(14)
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Incorporated by reference to Exhibit 10.25 to Registrant’s Current Report on Form 8-K filed February 9, 2005.
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(15)
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Incorporated by reference to Exhibit 99.1 to Registrant’s Registration Statement on Form S-8 filed December 14, 2009 (File No. 333-163710).
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(16)
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Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed June 14, 2005.
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(17)
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Incorporated by reference to Exhibit 99.1 to Registrant’s Registration Statement on Form S-8 filed on September 19, 2008.
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(18)
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Incorporated by reference to Exhibit 99.2 to Registrant’s Registration Statement on Form S-8 filed on September 19, 2008.
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(19)
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Incorporated by reference to Exhibit 10.6 to Optium Corporation’s Quarterly Report on Form 10-Q filed on March 13, 2008.
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(20)
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Incorporated by reference to Exhibit 10.2 to Optium Corporation’s Quarterly Report on Form 10-Q filed on December 12, 2006.
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(21)
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Incorporated by reference to Exhibit 10.2 to Optium Corporation’s Quarterly Report on Form 10-Q filed on March 7, 2007.
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(22)
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Incorporated by reference to Exhibit 10.3 to Optium Corporation’s Quarterly Report on Form 10-Q filed on December 12, 2006.
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(23)
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Incorporated by reference to Exhibit 10.4 to Optium Corporation’s Quarterly Report on Form 10-Q filed on December 12, 2006.
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(24)
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Incorporated by reference to Exhibit 10.5 to Optium Corporation’s Quarterly Report on Form 10-Q filed on December 12, 2006.
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(25)
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Incorporated by reference to Exhibit 10.3 to Optium Corporation’s Quarterly Report on Form 10-Q filed on March 7, 2007.
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(26)
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Incorporated by reference to Exhibit 10.1 to Optium Corporation’s Current Report on Form 8-K filed on September 28, 2007.
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(27)
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Incorporated by reference to Exhibit 10.3 to Optium Corporation’s Quarterly Report on Form 10-Q filed on December 13, 2007.
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(28)
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Incorporated by reference to Exhibit 10.23 to Optium Corporation’s Registration Statement on Form S-1/A(333-135472) filed on October 11, 2006.
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(29)
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Incorporated by reference to Exhibit 10.1 to Optium Corporation’s Current Report on Form 8-K filed on May 21, 2007.
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(30)
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Incorporated by reference to Exhibit 10.4 to Optium Corporation’s, Quarterly Report on Form 10-Q filed on March 7, 2007.
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(31)
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Incorporated by reference to Exhibit 10.5 to Optium Corporation’s Quarterly Report on Form 10-Q filed on March 7, 2007.
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(32)
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Incorporated by reference to Exhibit 10.6 to Optium Corporation’s Quarterly Report on Form 10-Q filed on March 7, 2007.
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(33)
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Incorporated by reference to Exhibit 10.36 to Optium Corporation’s Annual Report on Form 10-K filed on October 24, 2007.
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(34)
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Incorporated by reference to Exhibit 10.37 to Optium Corporation’s Annual Report on Form 10-K filed on October 24, 2007.
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(35)
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Incorporated by reference to Exhibit 10.38 to Optium Corporation’s Annual Report on Form 10-K filed on October 24, 2007.
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(36)
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Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed on January 7, 2009.
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(37)
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Incorporated by reference to Exhibit 99.2 to Registrant’s Current Report on Form 8-K filed on January 7, 2009.
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(38)
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Incorporated by reference to Exhibit 99.3 to Registrant’s Current Report on Form 8-K filed on January 7, 2009.
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(39)
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Incorporated by reference to Exhibit 99.4 to Registrant’s Current Report on Form 8-K filed on January 7, 2009.
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(40)
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Incorporated by reference to Exhibit 10.61 to Registrant’s Quarterly Report on Form 10-Q filed March 12, 2009.
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(41)
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Incorporated by reference to Exhibit 10.62 to Registrant’s Quarterly Report on Form 10-Q filed March 12, 2009.
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(42)
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Incorporated by reference to Exhibit 10.63 to Registrant’s Quarterly Report on Form 10-Q filed March 12, 2009.
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(43)
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Incorporated by reference to Exhibit 10.64 to Registrant’s Quarterly Report on Form 10-Q filed March 12, 2009.
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(44)
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Incorporated by reference to Exhibit 10.65 to Registrant’s Current Report on Form 8-K filed July 16, 2009.
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(45)
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Incorporated by reference to Exhibit 10.1 to Registrant’s Amendment to Quarterly Report on Form 10-Q/A filed January 11, 2010.
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(46)
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Incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q filed December 10, 2009.
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(47)
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Incorporated by reference to Exhibit 99.4 to Registrant’s Registration Statement on Form S-8 filed December 14, 2009 (File No. 333-163710).
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(48)
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Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed March 3, 2010.
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(49)
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Incorporated by reference to Exhibit 10.62 to Registrant’s Annual Report on Form 10-K filed July 1, 2010.
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(50)
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Incorporated by reference to Exhibit 10.55 to Registrant's Annual Report on Form 10-K filed June 28, 2011.
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(51)
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Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed March 28, 2011.
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(52)
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Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed March 28, 2011.
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(53)
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Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q filed September 6, 2012.
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(54)
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Incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q filed March 8, 2013.
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(55)
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Incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q filed March 8, 2013.
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(56)
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Incorporated by reference to Exhibit 10.4 to Registrant’s Quarterly Report on Form 10-Q filed March 8, 2013.
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(57)
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Incorporated by reference to Exhibit 10.5 to Registrant’s Quarterly Report on Form 10-Q filed March 8, 2013.
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Subsidiaries of the Registrant*
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Name
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Country/State of Incorporation/Organization
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Finisar Australia Pty. Ltd.
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Australia
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Finisar Israel Ltd.
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Israel
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Finisar Japan Ltd.
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Japan
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Finisar Korea Co. Ltd (fka Fi-ra Photonics Co. Ltd.)
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Korea
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Finisar Malaysia Sdn. Bhd.
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Malaysia
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Finisar Sales Inc.
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United States - Delaware
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Finisar Sales Hong Kong Ltd.
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Hong Kong
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Finisar Shanghai Inc.
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People's Republic of China
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Finisar Singapore Pte. Ltd.
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Singapore
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Finisar Sweden AB (fka Syntune AB)
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Sweden
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Finisar Technology India Pte. Ltd.
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India
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Finisar Wuxi Inc.
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People's Republic of China
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Ignis AS
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Norway
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Red-C Optical Networks Ltd.
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Israel
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Optium Corporation
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United States - Delaware
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SmartOptics AS
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Norway
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SmartOptics Sverige AB
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Sweden
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* All other subsidiaries would not in the aggregate constitute a "significant subsidiary" as defined in Regulation S-X.
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1.
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I have reviewed this annual report on Form 10-K of Finisar Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Jerry S. Rawls
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Jerry S. Rawls
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Chairman of the Board
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Co-Principal Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Finisar Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Eitan Gertel
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Eitan Gertel
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Chief Executive Officer
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Co-Principal Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Finisar Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Kurt Adzema
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Kurt Adzema
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Executive Vice President, Finance and Chief Financial Officer
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/s/ Jerry S. Rawls
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Jerry S. Rawls
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Chairman of the Board
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Co-Principal Executive Officer
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/s/ Eitan Gertel
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Eitan Gertel
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Chief Executive Officer
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Co-Principal Executive Officer
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/s/ Kurt Adzema
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Kurt Adzema
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Executive Vice President, Finance and Chief Financial Officer
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