☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
77-0560433
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
140 Caspian Court
|
|
|
|
Sunnyvale,
|
CA
|
|
94089
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(Address of principal executive offices)
|
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(Zip Code)
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Common shares, par value $0.001 per share
|
|
INFN
|
|
The Nasdaq Global Select Market
|
(Title of each class)
|
|
(Trading symbol)
|
|
(Name of exchange on which registered)
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
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Non-accelerated filer
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☐
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|
Smaller reporting company
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☐
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|
|
|
Emerging growth company
|
☐
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 6.
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Item 1.
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Condensed Consolidated Financial Statements (Unaudited)
|
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June 29,
2019 |
|
December 29, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
109,034
|
|
|
$
|
202,954
|
|
Short-term investments
|
1,497
|
|
|
26,511
|
|
||
Short-term restricted cash
|
2,742
|
|
|
13,229
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $4,129 in 2019 and $3,680 in 2018
|
260,352
|
|
|
317,115
|
|
||
Inventory
|
338,793
|
|
|
311,888
|
|
||
Prepaid expenses and other current assets
|
109,817
|
|
|
85,400
|
|
||
Total current assets
|
822,235
|
|
|
957,097
|
|
||
Property, plant and equipment, net
|
159,210
|
|
|
342,820
|
|
||
Operating lease right-of-use assets
|
64,740
|
|
|
—
|
|
||
Intangible assets
|
200,991
|
|
|
233,119
|
|
||
Goodwill
|
229,281
|
|
|
227,231
|
|
||
Long-term restricted cash
|
26,745
|
|
|
26,154
|
|
||
Other non-current assets
|
10,817
|
|
|
14,849
|
|
||
Total assets
|
$
|
1,514,019
|
|
|
$
|
1,801,270
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
194,882
|
|
|
$
|
191,187
|
|
Accrued expenses and other current liabilities
|
158,617
|
|
|
131,891
|
|
||
Accrued compensation and related benefits
|
77,152
|
|
|
71,152
|
|
||
Accrued warranty
|
23,364
|
|
|
20,103
|
|
||
Deferred revenue
|
78,417
|
|
|
88,534
|
|
||
Total current liabilities
|
532,432
|
|
|
502,867
|
|
||
Long-term debt, net
|
284,270
|
|
|
266,929
|
|
||
Long-term financing lease obligations
|
1,413
|
|
|
193,538
|
|
||
Accrued warranty, non-current
|
20,782
|
|
|
20,918
|
|
||
Deferred revenue, non-current
|
28,510
|
|
|
31,768
|
|
||
Deferred tax liability
|
10,094
|
|
|
13,347
|
|
||
Operating lease liabilities
|
58,631
|
|
|
—
|
|
||
Other long-term liabilities
|
62,817
|
|
|
68,082
|
|
||
Commitments and contingencies (Note 19)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value
Authorized shares – 25,000 and no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value
Authorized shares – 500,000 as of June 29, 2019 and December 29, 2018 |
|
|
|
||||
Issued and outstanding shares – 179,339 as of June 29, 2019 and 175,452 as of December 29, 2018
|
179
|
|
|
175
|
|
||
Additional paid-in capital
|
1,715,657
|
|
|
1,685,916
|
|
||
Accumulated other comprehensive loss
|
(32,236
|
)
|
|
(25,300
|
)
|
||
Accumulated deficit
|
(1,168,530
|
)
|
|
(956,970
|
)
|
||
Total stockholders' equity
|
515,070
|
|
|
703,821
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,514,019
|
|
|
$
|
1,801,270
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
226,866
|
|
|
$
|
175,288
|
|
|
$
|
449,873
|
|
|
$
|
346,917
|
|
Services
|
69,384
|
|
|
32,939
|
|
|
139,084
|
|
|
63,991
|
|
||||
Total revenue
|
296,250
|
|
|
208,227
|
|
|
588,957
|
|
|
410,908
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Cost of product
|
177,501
|
|
|
105,914
|
|
|
335,318
|
|
|
208,238
|
|
||||
Cost of services
|
36,831
|
|
|
13,039
|
|
|
73,507
|
|
|
25,870
|
|
||||
Amortization of intangible assets
|
8,098
|
|
|
4,943
|
|
|
16,350
|
|
|
10,284
|
|
||||
Acquisition and integration costs
|
10,700
|
|
|
—
|
|
|
12,764
|
|
|
—
|
|
||||
Restructuring and related
|
1,864
|
|
|
26
|
|
|
23,330
|
|
|
43
|
|
||||
Total cost of revenue
|
234,994
|
|
|
123,922
|
|
|
461,269
|
|
|
244,435
|
|
||||
Gross profit
|
61,256
|
|
|
84,305
|
|
|
127,688
|
|
|
166,473
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
73,937
|
|
|
56,158
|
|
|
147,597
|
|
|
114,839
|
|
||||
Sales and marketing
|
37,651
|
|
|
28,234
|
|
|
77,688
|
|
|
57,119
|
|
||||
General and administrative
|
35,672
|
|
|
18,365
|
|
|
68,716
|
|
|
36,201
|
|
||||
Amortization of intangible assets
|
6,745
|
|
|
1,487
|
|
|
13,802
|
|
|
3,094
|
|
||||
Acquisition and integration costs
|
12,164
|
|
|
—
|
|
|
19,298
|
|
|
—
|
|
||||
Restructuring and related
|
3,471
|
|
|
1,680
|
|
|
20,659
|
|
|
1,517
|
|
||||
Total operating expenses
|
169,640
|
|
|
105,924
|
|
|
347,760
|
|
|
212,770
|
|
||||
Loss from operations
|
(108,384
|
)
|
|
(21,619
|
)
|
|
(220,072
|
)
|
|
(46,297
|
)
|
||||
Other income (expense), net:
|
|
|
|
|
|
|
|
||||||||
Interest income
|
183
|
|
|
629
|
|
|
949
|
|
|
1,526
|
|
||||
Interest expense
|
(7,280
|
)
|
|
(2,501
|
)
|
|
(14,843
|
)
|
|
(6,184
|
)
|
||||
Other gain (loss), net
|
3,210
|
|
|
1,429
|
|
|
287
|
|
|
1,935
|
|
||||
Total other income (expense), net
|
(3,887
|
)
|
|
(443
|
)
|
|
(13,607
|
)
|
|
(2,723
|
)
|
||||
Loss before income taxes
|
(112,271
|
)
|
|
(22,062
|
)
|
|
(233,679
|
)
|
|
(49,020
|
)
|
||||
Provision for (benefit from) income taxes
|
1,385
|
|
|
(124
|
)
|
|
1,578
|
|
|
(802
|
)
|
||||
Net loss
|
(113,656
|
)
|
|
(21,938
|
)
|
|
(235,257
|
)
|
|
(48,218
|
)
|
||||
Net loss per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.64
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(1.33
|
)
|
|
$
|
(0.32
|
)
|
Diluted
|
$
|
(0.64
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(1.33
|
)
|
|
$
|
(0.32
|
)
|
Weighted average shares used in computing net loss per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
178,677
|
|
|
152,259
|
|
|
177,542
|
|
|
151,296
|
|
||||
Diluted
|
178,677
|
|
|
152,259
|
|
|
177,542
|
|
|
151,296
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Net loss
|
$
|
(113,656
|
)
|
|
$
|
(21,938
|
)
|
|
$
|
(235,257
|
)
|
|
$
|
(48,218
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gain (loss) on available-for-sale investments
|
24
|
|
|
224
|
|
|
89
|
|
|
99
|
|
||||
Foreign currency translation adjustment
|
(1,949
|
)
|
|
(23,495
|
)
|
|
(7,506
|
)
|
|
(28,311
|
)
|
||||
Tax related to available-for-sale investment
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
||||
Actuarial gain on pension liabilities
|
403
|
|
|
—
|
|
|
481
|
|
|
—
|
|
||||
Net change in accumulated other comprehensive loss
|
(1,522
|
)
|
|
(23,297
|
)
|
|
(6,936
|
)
|
|
(28,238
|
)
|
||||
Comprehensive loss
|
$
|
(115,178
|
)
|
|
$
|
(45,235
|
)
|
|
$
|
(242,193
|
)
|
|
$
|
(76,456
|
)
|
|
|
Three Months Ended June 29, 2019
|
|||||||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total Stockholders' Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at March 30, 2019
|
|
177,415
|
|
|
$
|
177
|
|
|
$
|
1,702,710
|
|
|
$
|
(30,714
|
)
|
|
$
|
(1,054,874
|
)
|
|
$
|
617,299
|
|
Shares withheld for tax obligations
|
|
(80
|
)
|
|
—
|
|
|
(354
|
)
|
|
—
|
|
|
—
|
|
|
(354
|
)
|
|||||
Restricted stock units released
|
|
2,004
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
13,303
|
|
|
—
|
|
|
—
|
|
|
13,303
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,522
|
)
|
|
—
|
|
|
(1,522
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113,656
|
)
|
|
(113,656
|
)
|
|||||
Balance at June 29, 2019
|
|
179,339
|
|
|
$
|
179
|
|
|
$
|
1,715,657
|
|
|
$
|
(32,236
|
)
|
|
$
|
(1,168,530
|
)
|
|
$
|
515,070
|
|
|
|
Six Months Ended June 29, 2019
|
|||||||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total Stockholders' Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at December 29, 2018
|
|
175,452
|
|
|
$
|
175
|
|
|
$
|
1,685,916
|
|
|
$
|
(25,300
|
)
|
|
$
|
(956,970
|
)
|
|
$
|
703,821
|
|
ESPP shares issued
|
|
1,825
|
|
|
2
|
|
|
7,738
|
|
|
—
|
|
|
—
|
|
|
7,740
|
|
|||||
Shares withheld for tax obligations
|
|
(80
|
)
|
|
—
|
|
|
(354
|
)
|
|
—
|
|
|
—
|
|
|
(354
|
)
|
|||||
Restricted stock units released
|
|
2,142
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
22,359
|
|
|
—
|
|
|
—
|
|
|
22,359
|
|
|||||
Cumulative-effect adjustment from adoption of Topic 842
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,697
|
|
|
23,697
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,936
|
)
|
|
—
|
|
|
(6,936
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(235,257
|
)
|
|
(235,257
|
)
|
|||||
Balance at June 29, 2019
|
|
179,339
|
|
|
$
|
179
|
|
|
$
|
1,715,657
|
|
|
(32,236
|
)
|
|
$
|
(1,168,530
|
)
|
|
515,070
|
|
|
|
Three Months Ended June 30, 2018
|
|||||||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total Stockholders' Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at March 31, 2018
|
|
151,165
|
|
|
$
|
151
|
|
|
$
|
1,438,700
|
|
|
$
|
1,313
|
|
|
$
|
(768,955
|
)
|
|
$
|
671,209
|
|
Stock options exercised
|
|
64
|
|
|
—
|
|
|
422
|
|
|
—
|
|
|
—
|
|
|
422
|
|
|||||
Shares withheld for tax obligations
|
|
(73
|
)
|
|
—
|
|
|
(867
|
)
|
|
—
|
|
|
—
|
|
|
(867
|
)
|
|||||
Restricted stock units released
|
|
1,784
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
11,883
|
|
|
—
|
|
|
—
|
|
|
11,883
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,297
|
)
|
|
—
|
|
|
(23,297
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,938
|
)
|
|
(21,938
|
)
|
|||||
Balance at June 30, 2018
|
|
152,940
|
|
|
$
|
153
|
|
|
$
|
1,450,136
|
|
|
$
|
(21,984
|
)
|
|
$
|
(790,893
|
)
|
|
$
|
637,412
|
|
|
|
Six Months Ended June 30, 2018
|
|||||||||||||||||||||
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total Stockholders' Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at December 30, 2017
|
|
149,471
|
|
|
$
|
149
|
|
|
$
|
1,417,043
|
|
|
$
|
6,254
|
|
|
$
|
(758,081
|
)
|
|
$
|
665,365
|
|
Stock options exercised
|
|
226
|
|
|
—
|
|
|
1,682
|
|
|
—
|
|
|
—
|
|
|
1,682
|
|
|||||
ESPP shares issued
|
|
1,284
|
|
|
2
|
|
|
9,383
|
|
|
—
|
|
|
—
|
|
|
9,385
|
|
|||||
Shares withheld for tax obligations
|
|
(89
|
)
|
|
—
|
|
|
(964
|
)
|
|
—
|
|
|
—
|
|
|
(964
|
)
|
|||||
Restricted stock units released
|
|
2,048
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
22,994
|
|
|
—
|
|
|
—
|
|
|
22,994
|
|
|||||
Cumulative-effect adjustment from adoption of Topic 606
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,406
|
|
|
15,406
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,238
|
)
|
|
—
|
|
|
(28,238
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,218
|
)
|
|
(48,218
|
)
|
|||||
Balance at June 30, 2018
|
|
152,940
|
|
|
$
|
153
|
|
|
$
|
1,450,136
|
|
|
$
|
(21,984
|
)
|
|
$
|
(790,893
|
)
|
|
$
|
637,412
|
|
|
Six Months Ended
|
||||||
|
June 29,
2019 |
|
June 30,
2018 |
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net loss
|
$
|
(235,257
|
)
|
|
$
|
(48,218
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
62,143
|
|
|
33,250
|
|
||
Non-cash restructuring charges and related (credits)
|
18,172
|
|
|
(81
|
)
|
||
Amortization of debt discount and issuance costs
|
9,245
|
|
|
5,072
|
|
||
Operating lease amortization, net of accretion
|
23,355
|
|
|
—
|
|
||
Stock-based compensation expense
|
21,760
|
|
|
23,027
|
|
||
Other loss
|
10
|
|
|
167
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
55,216
|
|
|
(22,015
|
)
|
||
Inventory
|
(30,640
|
)
|
|
(8,703
|
)
|
||
Prepaid expenses and other assets
|
(30,958
|
)
|
|
(1,809
|
)
|
||
Accounts payable
|
4,726
|
|
|
24,458
|
|
||
Accrued liabilities and other expenses
|
(5,472
|
)
|
|
(14,617
|
)
|
||
Deferred revenue
|
(12,267
|
)
|
|
2,351
|
|
||
Net cash used in operating activities
|
(119,967
|
)
|
|
(7,118
|
)
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Purchase of available-for-sale investments
|
—
|
|
|
(2,986
|
)
|
||
Proceeds from sales of available-for-sale investments
|
—
|
|
|
23,114
|
|
||
Proceeds from sale of non-marketable equity investments
|
1,009
|
|
|
|
|||
Proceeds from maturities of investments
|
25,085
|
|
|
98,112
|
|
||
Acquisition of business, net of cash acquired
|
(10,000
|
)
|
|
—
|
|
||
Purchase of property and equipment
|
(15,784
|
)
|
|
(21,503
|
)
|
||
Net cash provided by (used in) investing activities
|
310
|
|
|
96,737
|
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Proceeds from issuance of debt, net
|
8,584
|
|
|
—
|
|
||
Repayment of debt
|
(96
|
)
|
|
(150,000
|
)
|
||
Proceeds from issuance of common stock
|
7,740
|
|
|
11,066
|
|
||
Minimum tax withholding paid on behalf of employees for net share settlement
|
(354
|
)
|
|
(964
|
)
|
||
Net cash provided by (used in) financing activities
|
15,874
|
|
|
(139,898
|
)
|
||
Effect of exchange rate changes on cash and restricted cash
|
(33
|
)
|
|
(2,218
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
(103,816
|
)
|
|
(52,497
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
242,337
|
|
|
121,486
|
|
||
Cash, cash equivalents and restricted cash at end of period(1)
|
$
|
138,521
|
|
|
$
|
68,989
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for income taxes, net of refunds
|
$
|
13,606
|
|
|
$
|
2,210
|
|
Cash paid for interest
|
$
|
4,687
|
|
|
$
|
1,328
|
|
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
||||
Third-party manufacturer funding for transfer expenses incurred
|
$
|
3,327
|
|
|
—
|
|
|
Transfer of inventory to fixed assets
|
$
|
2,195
|
|
|
$
|
1,684
|
|
|
June 29,
2019 |
|
June 30,
2018 |
||||
|
|
|
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
109,034
|
|
|
$
|
63,308
|
|
Short-term restricted cash
|
2,742
|
|
|
308
|
|
||
Long-term restricted cash
|
26,745
|
|
|
5,373
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
138,521
|
|
|
$
|
68,989
|
|
1.
|
Basis of Presentation and Significant Accounting Policies
|
|
Three Months Ended June 30, 2018
|
||||||||||
|
Previously Reported
|
|
Change in Presentation Reclassification
|
|
Current Presentation
|
||||||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of product
|
$
|
110,857
|
|
|
$
|
(4,943
|
)
|
|
$
|
105,914
|
|
Cost of services
|
13,039
|
|
|
—
|
|
|
13,039
|
|
|||
Amortization of intangible assets(1)
|
—
|
|
|
4,943
|
|
|
4,943
|
|
|||
Restructuring and related
|
26
|
|
|
—
|
|
|
26
|
|
|||
Total
|
$
|
123,922
|
|
|
$
|
—
|
|
|
$
|
123,922
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
$
|
56,158
|
|
|
$
|
—
|
|
|
$
|
56,158
|
|
Sales and marketing
|
29,721
|
|
|
(1,487
|
)
|
|
28,234
|
|
|||
General and administrative
|
18,365
|
|
|
—
|
|
|
18,365
|
|
|||
Amortization of intangible assets(1)
|
—
|
|
|
1,487
|
|
|
1,487
|
|
|||
Restructuring and related
|
1,680
|
|
|
—
|
|
|
1,680
|
|
|||
Total
|
$
|
105,924
|
|
|
$
|
—
|
|
|
$
|
105,924
|
|
|
Six Months Ended June 30, 2018
|
||||||||||
|
Previously Reported
|
|
Change in Presentation Reclassification
|
|
Current Presentation
|
||||||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of product
|
$
|
218,522
|
|
|
$
|
(10,284
|
)
|
|
$
|
208,238
|
|
Cost of services
|
25,870
|
|
|
—
|
|
|
25,870
|
|
|||
Amortization of intangible assets(1)
|
—
|
|
|
10,284
|
|
|
10,284
|
|
|||
Restructuring and related
|
43
|
|
|
—
|
|
|
43
|
|
|||
Total
|
$
|
244,435
|
|
|
$
|
—
|
|
|
$
|
244,435
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
$
|
114,839
|
|
|
$
|
—
|
|
|
$
|
114,839
|
|
Sales and marketing
|
60,213
|
|
|
(3,094
|
)
|
|
57,119
|
|
|||
General and administrative
|
36,201
|
|
|
—
|
|
|
36,201
|
|
|||
Amortization of intangible assets(1)
|
—
|
|
|
3,094
|
|
|
3,094
|
|
|||
Restructuring and related
|
1,517
|
|
|
—
|
|
|
1,517
|
|
|||
Total
|
$
|
212,770
|
|
|
$
|
—
|
|
|
$
|
212,770
|
|
|
|
(1)
|
These lines were not previously reported in the consolidated statements of operations.
|
2.
|
Recent Accounting Pronouncements
|
3.
|
Leases
|
|
|
As Reported Balance as of December 29, 2018
|
|
Adjustments due to Topic 842
|
|
As Adjusted Balance as of December 29, 2018
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Property, plant and equipment, net
|
|
$
|
342,820
|
|
|
$
|
(174,386
|
)
|
|
$
|
168,434
|
|
Operating lease right-of-use assets
|
|
$
|
—
|
|
|
$
|
78,855
|
|
|
$
|
78,855
|
|
Other non-current assets
|
|
$
|
14,849
|
|
|
$
|
(4,884
|
)
|
|
$
|
9,965
|
|
|
|
|
|
|
|
|
|
|||||
Liabilities
|
|
|
|
|
|
|
||||||
Accrued expenses and other current liabilities
|
|
$
|
131,891
|
|
|
$
|
(7,343
|
)
|
|
$
|
124,548
|
|
Long-term financing lease obligation
|
|
$
|
193,538
|
|
|
$
|
(193,538
|
)
|
|
$
|
—
|
|
Other long-term liabilities
|
|
$
|
68,082
|
|
|
$
|
(4,907
|
)
|
|
$
|
63,175
|
|
Operating lease liabilities - short-term
|
|
$
|
—
|
|
|
$
|
19,209
|
|
|
$
|
19,209
|
|
Operating lease liabilities - long-term
|
|
$
|
—
|
|
|
$
|
62,467
|
|
|
$
|
62,467
|
|
|
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
|
||||||
Accumulated deficit
|
|
$
|
956,970
|
|
|
$
|
(23,697
|
)
|
|
$
|
933,273
|
|
(1)
|
Operating lease payments exclude $7.1 million of legally binding minimum lease payments for lease signed but not yet commenced.
|
(2)
|
Calculated using the interest rate for each lease.
|
Weighted average remaining lease term
|
|
4.91 years
|
|
|
Weighted average discount rate
|
|
8.6
|
%
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
$
|
13,183
|
|
Operating cash flow from operating leases
|
|
$
|
13,183
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
|
$
|
6,007
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating lease payments
|
$
|
18,352
|
|
|
$
|
14,047
|
|
|
$
|
7,888
|
|
|
$
|
5,926
|
|
|
$
|
4,905
|
|
|
$
|
18,303
|
|
|
$
|
69,421
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Product
|
$
|
226,866
|
|
|
$
|
175,288
|
|
|
$
|
449,873
|
|
|
$
|
346,917
|
|
Services
|
69,384
|
|
|
32,939
|
|
|
139,084
|
|
|
63,991
|
|
||||
Total revenue
|
$
|
296,250
|
|
|
$
|
208,227
|
|
|
$
|
588,957
|
|
|
$
|
410,908
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
United States
|
$
|
133,213
|
|
|
$
|
120,987
|
|
|
$
|
265,735
|
|
|
$
|
250,012
|
|
Other Americas
|
29,535
|
|
|
4,877
|
|
|
44,667
|
|
|
10,092
|
|
||||
Europe, Middle East and Africa
|
90,467
|
|
|
62,162
|
|
|
189,459
|
|
|
121,361
|
|
||||
Asia Pacific
|
43,035
|
|
|
20,201
|
|
|
89,096
|
|
|
29,443
|
|
||||
Total revenue
|
$
|
296,250
|
|
|
$
|
208,227
|
|
|
$
|
588,957
|
|
|
$
|
410,908
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Direct
|
$
|
241,017
|
|
|
$
|
195,624
|
|
|
$
|
489,213
|
|
|
$
|
384,086
|
|
Indirect
|
55,233
|
|
|
12,603
|
|
|
99,744
|
|
|
26,822
|
|
||||
Total revenue
|
$
|
296,250
|
|
|
$
|
208,227
|
|
|
$
|
588,957
|
|
|
$
|
410,908
|
|
|
June 29,
2019 |
|
December 29, 2018
|
||||
Accounts receivable, net
|
$
|
260,352
|
|
|
$
|
317,115
|
|
Contract assets
|
$
|
25,868
|
|
|
$
|
24,981
|
|
Deferred revenue
|
$
|
106,927
|
|
|
$
|
120,302
|
|
|
Remainder of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Revenue expected to be recognized in the future as of June 29, 2019
|
$
|
376,625
|
|
|
$
|
84,948
|
|
|
$
|
30,649
|
|
|
$
|
7,234
|
|
|
$
|
3,594
|
|
|
$
|
1,428
|
|
|
$
|
504,478
|
|
Level 1
|
|
–
|
|
Quoted prices in active markets for identical assets or liabilities.
|
|
|
|
|
|
Level 2
|
|
–
|
|
Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
|
|
|
|
Level 3
|
|
–
|
|
Prices or valuations that require management inputs that are both significant to the fair value measurement and unobservable.
|
|
As of June 29, 2019
|
|
As of December 29, 2018
|
||||||||||||||||||||
|
Fair Value Measured Using
|
|
Fair Value Measured Using
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
$
|
15,641
|
|
|
$
|
—
|
|
|
$
|
15,641
|
|
|
$
|
10,347
|
|
|
$
|
—
|
|
|
$
|
10,347
|
|
Corporate bonds
|
—
|
|
|
1,497
|
|
|
1,497
|
|
|
—
|
|
|
23,512
|
|
|
23,512
|
|
||||||
U.S. agency notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,999
|
|
|
2,999
|
|
||||||
U.S. treasuries
|
—
|
|
|
—
|
|
|
—
|
|
|
23,987
|
|
|
—
|
|
|
23,987
|
|
||||||
Total assets
|
$
|
15,641
|
|
|
$
|
1,497
|
|
|
$
|
17,138
|
|
|
$
|
34,334
|
|
|
$
|
26,511
|
|
|
$
|
60,845
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency exchange forward contracts
|
$
|
—
|
|
|
$
|
(11
|
)
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
(91
|
)
|
|
$
|
(91
|
)
|
|
June 29, 2019
|
||||||||||||||
|
Adjusted
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Cash
|
$
|
93,393
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93,393
|
|
Money market funds
|
15,641
|
|
|
—
|
|
|
—
|
|
|
15,641
|
|
||||
Total cash and cash equivalents
|
$
|
109,034
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109,034
|
|
Corporate bonds
|
1,499
|
|
|
—
|
|
|
(2
|
)
|
|
1,497
|
|
||||
Total short-term investments
|
$
|
1,499
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
1,497
|
|
Total cash, cash equivalents and investments
|
$
|
110,533
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
110,531
|
|
|
December 29, 2018
|
||||||||||||||
|
Adjusted
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Cash
|
$
|
168,620
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
168,620
|
|
Money market funds
|
10,347
|
|
|
—
|
|
|
—
|
|
|
10,347
|
|
||||
U.S. treasuries
|
23,986
|
|
|
1
|
|
|
—
|
|
|
23,987
|
|
||||
Total cash and cash equivalents
|
$
|
202,953
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
202,954
|
|
Corporate bonds
|
23,603
|
|
|
—
|
|
|
(91
|
)
|
|
23,512
|
|
||||
U.S. agency notes
|
3,000
|
|
|
—
|
|
|
(1
|
)
|
|
2,999
|
|
||||
Total short-term investments
|
$
|
26,603
|
|
|
$
|
—
|
|
|
$
|
(92
|
)
|
|
$
|
26,511
|
|
Total cash, cash equivalents and investments
|
$
|
229,556
|
|
|
$
|
1
|
|
|
$
|
(92
|
)
|
|
$
|
229,465
|
|
|
As of June 29, 2019
|
|
As of December 29, 2018
|
||||||||||||
|
Gross Notional(1)
|
|
Other Accrued Liabilities
|
|
Gross Notional(1)
|
|
Other Accrued Liabilities
|
||||||||
Foreign currency exchange forward contracts
|
|
|
|
|
|
|
|
||||||||
Related to euro denominated receivables
|
$
|
15,279
|
|
|
$
|
(11
|
)
|
|
$
|
40,068
|
|
|
$
|
(52
|
)
|
Related to British pound denominated receivables
|
$
|
—
|
|
|
—
|
|
|
$
|
6,412
|
|
|
(38
|
)
|
||
Related to euro denominated restricted cash
|
$
|
239
|
|
|
—
|
|
|
$
|
240
|
|
|
(1
|
)
|
||
|
|
|
|
$
|
(11
|
)
|
|
|
|
|
$
|
(91
|
)
|
(1)
|
Represents the face amounts of forward contracts that were outstanding as of the end of the period noted.
|
Cash(1)
|
$
|
154,192
|
|
Equity consideration(2)
|
129,628
|
|
|
Total
|
$
|
283,820
|
|
(1)
|
Cash consideration of $154.2 million includes $10.0 million that the Company held in escrow as of December 29, 2018.
|
(2)
|
Based on the closing price of the Company's common stock of $6.18 on October 1, 2018, the $129.6 million equity consideration represents the fair value of approximately 21 million shares of the Company's common stock issued to Coriant shareholders in accordance with the Purchase Agreement.
|
|
Amounts
Recognized as of Acquisition Date
|
|
Measurement Period Adjustments
|
|
Total
|
||||||
Cash and cash equivalents
|
$
|
15,549
|
|
|
$
|
—
|
|
|
$
|
15,549
|
|
Restricted cash
|
25,743
|
|
|
—
|
|
|
25,743
|
|
|||
Accounts receivable
|
170,466
|
|
|
(1,507
|
)
|
|
168,959
|
|
|||
Inventory
|
96,067
|
|
|
(884
|
)
|
|
95,183
|
|
|||
Property, plant and equipment, net
|
217,991
|
|
|
—
|
|
|
217,991
|
|
|||
Other assets
|
39,145
|
|
|
(262
|
)
|
|
38,883
|
|
|||
Intangible assets, net
|
200,700
|
|
|
—
|
|
|
200,700
|
|
|||
Goodwill
|
48,235
|
|
|
7,848
|
|
|
56,083
|
|
|||
Financing lease obligation
|
(194,700
|
)
|
|
—
|
|
|
(194,700
|
)
|
|||
Deferred revenue
|
(43,502
|
)
|
|
231
|
|
|
(43,271
|
)
|
|||
Other liabilities
|
(291,874
|
)
|
|
(5,426
|
)
|
|
(297,300
|
)
|
|||
Total net assets
|
$
|
283,820
|
|
|
$
|
—
|
|
|
$
|
283,820
|
|
|
|
Fair Value
|
|
Estimated Useful Life
(In Years)
|
||
Customer relationships and backlog
|
|
$
|
111,400
|
|
|
8
|
Developed technology
|
|
70,550
|
|
|
5
|
|
In-process technology
|
|
17,750
|
|
|
n/a
|
|
Trade name
|
|
1,000
|
|
|
1
|
|
Total
|
|
$
|
200,700
|
|
|
|
Balance as of December 29, 2018
|
$
|
227,231
|
|
Adjustment to goodwill acquired
|
7,848
|
|
|
Foreign currency translation adjustments
|
(5,798
|
)
|
|
Balance as of June 29, 2019
|
$
|
229,281
|
|
|
June 29, 2019
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Remaining Useful Life (In Years)
|
||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|||
Trade names
|
$
|
1,000
|
|
|
$
|
(750
|
)
|
|
$
|
250
|
|
|
NMF*
|
Customer relationships
|
156,595
|
|
|
(55,157
|
)
|
|
101,438
|
|
|
3.4
|
|||
Developed technology
|
163,249
|
|
|
(81,696
|
)
|
|
81,553
|
|
|
1.5
|
|||
Total intangible assets with finite lives
|
$
|
320,844
|
|
|
$
|
(137,603
|
)
|
|
$
|
183,241
|
|
|
4.9
|
In-process technology
|
17,750
|
|
|
—
|
|
|
17,750
|
|
|
|
|||
Total intangible assets
|
$
|
338,594
|
|
|
$
|
(137,603
|
)
|
|
$
|
200,991
|
|
|
|
|
December 29, 2018
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Remaining Useful Life (In Years)
|
||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
||||||
Trade names
|
$
|
1,000
|
|
|
$
|
(250
|
)
|
|
$
|
750
|
|
|
NMF*
|
Customer relationships
|
158,110
|
|
|
(42,478
|
)
|
|
115,632
|
|
|
3.5
|
|||
Developed technology
|
166,355
|
|
|
(67,368
|
)
|
|
98,987
|
|
|
1.7
|
|||
Total intangible assets with finite lives
|
$
|
325,465
|
|
|
$
|
(110,096
|
)
|
|
$
|
215,369
|
|
|
5.2
|
In-process technology
|
17,750
|
|
|
—
|
|
|
17,750
|
|
|
|
|||
Total intangible assets
|
$
|
343,215
|
|
|
$
|
(110,096
|
)
|
|
$
|
233,119
|
|
|
|
|
|
|
Fiscal Years
|
||||||||||||||||||||||||
|
Total
|
|
Remainder of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024 and Thereafter
|
||||||||||||||
Total future amortization expense
|
$
|
183,241
|
|
|
$
|
29,500
|
|
|
$
|
39,883
|
|
|
$
|
27,317
|
|
|
$
|
24,789
|
|
|
$
|
18,883
|
|
|
$
|
42,869
|
|
|
June 29,
2019
|
|
December 29,
2018
|
||||
Inventory
|
|
|
|
||||
Raw materials
|
$
|
70,370
|
|
|
$
|
74,435
|
|
Work in process
|
59,528
|
|
|
57,232
|
|
||
Finished goods
|
208,895
|
|
|
180,221
|
|
||
Total inventory
|
$
|
338,793
|
|
|
$
|
311,888
|
|
Property, plant and equipment, net
|
|
|
|
||||
Computer hardware
|
$
|
16,806
|
|
|
$
|
15,633
|
|
Computer software(1)
|
35,949
|
|
|
40,923
|
|
||
Laboratory and manufacturing equipment(2)
|
309,759
|
|
|
304,889
|
|
||
Land and building
|
12,349
|
|
|
187,184
|
|
||
Furniture and fixtures
|
2,655
|
|
|
2,587
|
|
||
Leasehold and building improvements
|
46,895
|
|
|
46,038
|
|
||
Construction in progress
|
47,202
|
|
|
32,997
|
|
||
Subtotal
|
$
|
471,615
|
|
|
$
|
630,251
|
|
Less accumulated depreciation and amortization
|
(312,405
|
)
|
|
(287,431
|
)
|
||
Total property, plant and equipment, net
|
$
|
159,210
|
|
|
$
|
342,820
|
|
Accrued expenses and other current liabilities
|
|
|
|
||||
Loss contingency related to non-cancelable purchase commitments
|
26,693
|
|
|
$
|
26,042
|
|
|
Professional and other consulting fees
|
13,766
|
|
|
10,442
|
|
||
Taxes payable
|
20,531
|
|
|
23,249
|
|
||
Accrued rebate and customer prepay liability
|
12,610
|
|
|
13,501
|
|
||
Restructuring accrual
|
29,341
|
|
|
13,097
|
|
||
Acquisition related funds in escrow
|
—
|
|
|
10,000
|
|
||
Short-term financing lease obligation
|
560
|
|
|
4,718
|
|
||
Short-term operating lease liability
|
19,210
|
|
|
—
|
|
||
Short-term debt
|
3,720
|
|
|
—
|
|
||
Other customer related charges
|
8,900
|
|
|
800
|
|
||
Other accrued expenses and other current liabilities
|
23,286
|
|
|
30,042
|
|
||
Total accrued expenses
|
$
|
158,617
|
|
|
$
|
131,891
|
|
(1)
|
Included in computer software at June 29, 2019 and December 29, 2018 were $16.5 million and $13.1 million, respectively, related to enterprise resource planning (“ERP”) systems that the Company implemented. The unamortized ERP costs at June 29, 2019 and December 29, 2018 were $5.8 million and $3.9 million, respectively.
|
(2)
|
Included in laboratory and manufacturing equipment at June 29, 2019 was $2 million related to an equipment finance lease entered by the Company for a term of three years with an option to purchase at the end of the three year term. The finance lease was recorded at $2 million using a discount rate of 8.2% and was included in property, plant and equipment. As of June 29, 2019 $0.6 million was included in accrued expenses and other current liabilities and $1.4 million as long term finance lease obligation.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2019
|
|
June 29, 2019
|
||||||||||||
|
Cost of
Revenue
|
|
Operating Expenses
|
|
Cost of
Revenue
|
|
Operating Expenses
|
||||||||
Severance and related expenses
|
$
|
1,264
|
|
|
$
|
2,390
|
|
|
$
|
21,961
|
|
|
$
|
8,240
|
|
Facilities
|
—
|
|
|
1,081
|
|
|
—
|
|
|
1,081
|
|
||||
Accelerated amortization of lease assets due to cease use
|
—
|
|
|
—
|
|
|
—
|
|
|
11,338
|
|
||||
Accelerated depreciation and other asset impairment charges
|
600
|
|
|
—
|
|
|
1,368
|
|
|
—
|
|
||||
Total
|
$
|
1,864
|
|
|
$
|
3,471
|
|
|
$
|
23,329
|
|
|
$
|
20,659
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2018
|
|
June 30, 2018
|
||||||||||||
|
Cost of
Revenue
|
|
Operating Expenses
|
|
Cost of Revenue
|
|
Operating Expenses
|
||||||||
Severance and related expenses
|
$
|
26
|
|
|
$
|
900
|
|
|
$
|
43
|
|
|
$
|
1,845
|
|
Facilities
|
—
|
|
|
47
|
|
|
—
|
|
|
(1,037
|
)
|
||||
Asset impairment
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
(74
|
)
|
||||
License impairment
|
—
|
|
|
783
|
|
|
—
|
|
|
783
|
|
||||
Total
|
$
|
26
|
|
|
$
|
1,680
|
|
|
$
|
43
|
|
|
$
|
1,517
|
|
|
December 29, 2018
|
|
Charges
|
|
Cash
|
|
Non-cash Settlements and Other
|
|
June 29,
2019 |
||||||||||
Severance and related expenses
|
$
|
19,842
|
|
|
$
|
30,201
|
|
|
$
|
(12,206
|
)
|
|
$
|
(1,425
|
)
|
|
$
|
36,412
|
|
Facilities
|
4,266
|
|
|
1,081
|
|
|
(1,081
|
)
|
|
(4,266
|
)
|
|
—
|
|
|||||
Accelerated amortization of lease assets due to cease use
|
—
|
|
|
11,338
|
|
|
—
|
|
|
(11,338
|
)
|
|
—
|
|
|||||
Accelerated depreciation and other asset impairment charges
|
243
|
|
|
1,368
|
|
|
(205
|
)
|
|
(1,368
|
)
|
|
38
|
|
|||||
Total
|
$
|
24,351
|
|
|
$
|
43,988
|
|
|
$
|
(13,492
|
)
|
|
$
|
(18,397
|
)
|
|
$
|
36,450
|
|
|
|
Unrealized Loss on Other Available-for-Sale Securities
|
|
Foreign Currency Translation
|
|
Accumulated Tax Effect
|
|
Actuarial Gain (Loss) on Pension
|
|
Total
|
||||||||||
Balance at December 29, 2018
|
|
$
|
(91
|
)
|
|
$
|
(18,932
|
)
|
|
$
|
(964
|
)
|
|
$
|
(5,313
|
)
|
|
$
|
(25,300
|
)
|
Net current-period other comprehensive income (loss)
|
|
89
|
|
|
(7,506
|
)
|
|
—
|
|
|
481
|
|
|
(6,936
|
)
|
|||||
Balance at June 29, 2019
|
|
$
|
(2
|
)
|
|
$
|
(26,438
|
)
|
|
$
|
(964
|
)
|
|
$
|
(4,832
|
)
|
|
$
|
(32,236
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Net loss
|
$
|
(113,656
|
)
|
|
$
|
(21,938
|
)
|
|
$
|
(235,257
|
)
|
|
$
|
(48,218
|
)
|
Weighted average common shares outstanding - basic and diluted
|
178,677
|
|
|
152,259
|
|
|
177,542
|
|
|
151,296
|
|
||||
Net loss per common share - basic and diluted
|
$
|
(0.64
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(1.33
|
)
|
|
$
|
(0.32
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||
Stock options
|
970
|
|
|
1,118
|
|
|
970
|
|
|
1,153
|
|
RSUs
|
11,148
|
|
|
7,579
|
|
|
11,810
|
|
|
8,509
|
|
PSUs
|
2,196
|
|
|
1,242
|
|
|
2,398
|
|
|
1,394
|
|
ESPP shares
|
—
|
|
|
—
|
|
|
663
|
|
|
1,124
|
|
Total
|
14,314
|
|
|
9,939
|
|
|
15,841
|
|
|
12,180
|
|
•
|
during any fiscal quarter commencing after the fiscal quarter ended on December 29, 2018 (and only during such fiscal quarter) if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
|
•
|
during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;
|
•
|
if the Company calls the 2024 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date;
|
•
|
upon the occurrence of specified corporate events described under the Indenture, such as a consolidation, merger or binding share exchange; or
|
•
|
at any time on or after June 1, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2024 Notes at any time, regardless of the foregoing circumstances.
|
|
June 29,
2019 |
|
December 29, 2018
|
||||
Principal
|
$
|
402,500
|
|
|
$
|
402,500
|
|
Unamortized discount (1)
|
(118,675
|
)
|
|
(127,264
|
)
|
||
Unamortized issuance cost (1)
|
(7,747
|
)
|
|
(8,307
|
)
|
||
Net carrying amount
|
$
|
276,078
|
|
|
$
|
266,929
|
|
(1)
|
Unamortized debt conversion discount and issuance costs will be amortized over the remaining life of the 2024 Notes, which is approximately 63 months.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
June 29, 2019
|
|
June 29, 2019
|
||||
Contractual interest expense
|
$
|
2,138
|
|
|
$
|
4,277
|
|
Amortization of debt issuance costs
|
284
|
|
|
561
|
|
||
Amortization of debt discount
|
4,348
|
|
|
8,589
|
|
||
Total interest expense
|
$
|
6,770
|
|
|
$
|
13,427
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
June 30, 2018
|
|
June 30, 2018
|
||||
Contractual interest expense
|
$
|
438
|
|
|
$
|
1,094
|
|
Amortization of debt issuance costs
|
163
|
|
|
402
|
|
||
Amortization of debt discount
|
1,892
|
|
|
4,671
|
|
||
Total interest expense
|
$
|
2,493
|
|
|
$
|
6,167
|
|
|
Number of Stock
Options
|
|
Weighted Average
Exercise
Price
Per Share
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 29, 2018
|
1,115
|
|
|
$
|
8.09
|
|
|
$
|
—
|
|
Stock options granted
|
—
|
|
|
$
|
—
|
|
|
|
||
Stock options exercised
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Stock options canceled
|
(145
|
)
|
|
$
|
7.05
|
|
|
|
|
|
Outstanding at June 29, 2019
|
970
|
|
|
$
|
8.24
|
|
|
$
|
—
|
|
Exercisable at June 29, 2019
|
970
|
|
|
$
|
8.24
|
|
|
$
|
—
|
|
|
Number of
Restricted
Stock Units
|
|
Weighted
Average
Grant Date
Fair Value
Per Share
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 29, 2018
|
6,746
|
|
|
$
|
10.83
|
|
|
$
|
26,446
|
|
RSUs granted
|
7,087
|
|
|
$
|
4.22
|
|
|
|
|
|
RSUs released
|
(2,043
|
)
|
|
$
|
4.45
|
|
|
$
|
9,029
|
|
RSUs canceled
|
(643
|
)
|
|
$
|
9.77
|
|
|
|
|
|
Outstanding at June 29, 2019
|
11,147
|
|
|
$
|
6.59
|
|
|
$
|
32,438
|
|
|
Number of
Performance
Stock Units
|
|
Weighted
Average
Grant Date
Fair Value
Per Share
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 29, 2018
|
1,129
|
|
|
$
|
16.10
|
|
|
$
|
4,425
|
|
PSUs granted
|
1,715
|
|
|
$
|
4.44
|
|
|
|
||
PSUs released
|
(99
|
)
|
|
$
|
4.75
|
|
|
$
|
472
|
|
PSUs canceled
|
(548
|
)
|
|
$
|
16.31
|
|
|
|
||
Outstanding at June 29, 2019
|
2,197
|
|
|
$
|
6.91
|
|
|
$
|
6,393
|
|
Expected to vest at June 29, 2019
|
2,196
|
|
|
|
|
$
|
6,393
|
|
|
Unrecognized
Compensation
Expense, Net
|
|
Weighted
Average Period
(in Years)
|
||
RSUs
|
$
|
61,658
|
|
|
2.18
|
PSUs
|
$
|
8,952
|
|
|
1.58
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
Employee Stock Purchase Plan
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
Volatility
|
72%
|
|
62%
|
|
72%
|
|
62%
|
Risk-free interest rate
|
2.48%
|
|
1.90%
|
|
2.48%
|
|
1.90%
|
Expected life
|
0.5 years
|
|
0.5 years
|
|
0.5 years
|
|
0.5 years
|
Estimated fair value
|
$1.77
|
|
$3.13
|
|
$1.77
|
|
$3.13
|
Total stock-based compensation expense
|
$796
|
|
$1,337
|
|
$2,112
|
|
$2,892
|
|
|
2018
|
|
2017
|
|
2016
|
Index volatility
|
|
33%
|
|
33% - 34%
|
|
18%
|
Infinera volatility
|
|
58% - 59%
|
|
55% - 56%
|
|
55%
|
Risk-free interest rate
|
|
2.37% - 2.40%
|
|
1.41% - 1.63%
|
|
0.95% - 1.07%
|
Correlation with index/index component
|
|
0.04 - 0.48
|
|
0.10 - 0.49
|
|
0.58 - 0.59
|
Estimated fair value
|
|
$14.99 - $19.46
|
|
$15.23 - $17.35
|
|
$10.31 - $16.62
|
|
|
|
|
Grant Year
|
|||||||||||
|
|
Total Number of Performance Stock Units
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|||||
Outstanding at December 29, 2018
|
|
1,129
|
|
|
210
|
|
|
481
|
|
|
437
|
|
|
—
|
|
PSUs granted
|
|
1,715
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,715
|
|
PSUs released
|
|
(99
|
)
|
|
—
|
|
|
(26
|
)
|
|
(25
|
)
|
|
(48
|
)
|
PSUs canceled
|
|
(548
|
)
|
|
(156
|
)
|
|
(234
|
)
|
|
(158
|
)
|
|
—
|
|
Outstanding at June 29, 2019
|
|
2,197
|
|
|
54
|
|
|
221
|
|
|
254
|
|
|
1,667
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
Stock-based compensation effects included in net loss before income taxes
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
$
|
663
|
|
|
$
|
624
|
|
|
$
|
1,201
|
|
|
$
|
502
|
|
Research and development
|
6,127
|
|
|
4,192
|
|
|
9,730
|
|
|
8,516
|
|
||||
Sales and marketing
|
2,099
|
|
|
3,046
|
|
|
3,646
|
|
|
5,944
|
|
||||
General and administration
|
3,230
|
|
|
2,767
|
|
|
5,465
|
|
|
5,534
|
|
||||
|
$
|
12,119
|
|
|
$
|
10,629
|
|
|
$
|
20,042
|
|
|
$
|
20,496
|
|
Cost of revenue – amortization from balance sheet (1)
|
928
|
|
|
1,415
|
|
|
1,718
|
|
|
2,531
|
|
||||
Total stock-based compensation expense
|
$
|
13,047
|
|
|
$
|
12,044
|
|
|
$
|
21,760
|
|
|
$
|
23,027
|
|
(1)
|
Stock-based compensation expense deferred to inventory in prior periods and recognized in the current period.
|
|
June 29,
2019 |
|
December 29, 2018
|
||||
United States
|
$
|
120,691
|
|
|
$
|
288,614
|
|
Other Americas
|
2,894
|
|
|
2,370
|
|
||
Europe, Middle East and Africa
|
24,800
|
|
|
38,273
|
|
||
Asia Pacific
|
10,825
|
|
|
13,563
|
|
||
Total property, plant and equipment, net
|
$
|
159,210
|
|
|
$
|
342,820
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
Beginning balance
|
$
|
39,751
|
|
|
$
|
30,848
|
|
|
$
|
41,021
|
|
|
$
|
30,909
|
|
Charges to operations
|
5,277
|
|
|
5,166
|
|
|
10,697
|
|
|
9,523
|
|
||||
Utilization
|
(5,786
|
)
|
|
(4,067
|
)
|
|
(11,589
|
)
|
|
(8,505
|
)
|
||||
Change in estimate(1)
|
4,904
|
|
|
(1,710
|
)
|
|
4,017
|
|
|
(1,690
|
)
|
||||
Balance at the end of the period
|
$
|
44,146
|
|
|
$
|
30,237
|
|
|
$
|
44,146
|
|
|
$
|
30,237
|
|
|
|
(1)
|
The Company records product warranty liabilities based on the latest quality and cost information available as of the date the revenue is recorded. The changes in estimate shown here are due to changes in overall actual failure rates, the mix of new versus used units related to replacement of failed units, and changes in the estimated cost of repair including product recalls. As the Company's products mature over time, failure rates and repair costs associated with such products generally decline leading to favorable changes in warranty reserves.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
June 29, 2019
|
|
June 29, 2019
|
||||
Service cost
|
$
|
874
|
|
|
$
|
1,230
|
|
Interest cost
|
662
|
|
|
1,033
|
|
||
Expected return on plan assets
|
(1,193
|
)
|
|
(1,797
|
)
|
||
Amortization of actuarial loss
|
409
|
|
|
827
|
|
||
Total net periodic benefit cost
|
$
|
752
|
|
|
$
|
1,293
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of total
revenue
|
|
Amount
|
|
% of total
revenue
|
|
Change
|
|
% Change
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Product
|
$
|
226,866
|
|
|
77
|
%
|
|
$
|
175,288
|
|
|
84
|
%
|
|
$
|
51,578
|
|
|
29
|
%
|
Services
|
69,384
|
|
|
23
|
%
|
|
32,939
|
|
|
16
|
%
|
|
36,445
|
|
|
111
|
%
|
|||
Total revenue
|
$
|
296,250
|
|
|
100
|
%
|
|
$
|
208,227
|
|
|
100
|
%
|
|
$
|
88,023
|
|
|
42
|
%
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Product
|
$
|
177,501
|
|
|
60
|
%
|
|
$
|
105,914
|
|
|
51
|
%
|
|
$
|
71,587
|
|
|
68
|
%
|
Services
|
36,831
|
|
|
11
|
%
|
|
13,039
|
|
|
6
|
%
|
|
23,792
|
|
|
182
|
%
|
|||
Amortization of intangible assets
|
8,098
|
|
|
3
|
%
|
|
4,943
|
|
|
2
|
%
|
|
3,155
|
|
|
64
|
%
|
|||
Acquisition and integration costs
|
10,700
|
|
|
4
|
%
|
|
—
|
|
|
—
|
%
|
|
10,700
|
|
|
100
|
%
|
|||
Restructuring and related
|
1,864
|
|
|
1
|
%
|
|
26
|
|
|
—
|
%
|
|
1,838
|
|
|
NMF*
|
|
|||
Total cost of revenue
|
$
|
234,994
|
|
|
79
|
%
|
|
$
|
123,922
|
|
|
59
|
%
|
|
$
|
111,072
|
|
|
90
|
%
|
Gross profit
|
$
|
61,256
|
|
|
20.7
|
%
|
|
$
|
84,305
|
|
|
40.5
|
%
|
|
$
|
(23,049
|
)
|
|
(27
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of total revenue
|
|
Amount
|
|
% of total revenue
|
|
Change
|
|
% Change
|
|||||||||
Total revenue by geography:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
$
|
133,213
|
|
|
45
|
%
|
|
$
|
120,988
|
|
|
58
|
%
|
|
$
|
12,225
|
|
|
10
|
%
|
International
|
163,037
|
|
|
55
|
%
|
|
87,239
|
|
|
42
|
%
|
|
75,798
|
|
|
87
|
%
|
|||
|
$
|
296,250
|
|
|
100
|
%
|
|
$
|
208,227
|
|
|
100
|
%
|
|
$
|
88,023
|
|
|
42
|
%
|
Total revenue by sales channel:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Direct
|
$
|
241,017
|
|
|
81
|
%
|
|
$
|
195,624
|
|
|
94
|
%
|
|
$
|
45,393
|
|
|
23
|
%
|
Indirect
|
55,233
|
|
|
19
|
%
|
|
12,603
|
|
|
6
|
%
|
|
42,630
|
|
|
338
|
%
|
|||
|
$
|
296,250
|
|
|
100
|
%
|
|
$
|
208,227
|
|
|
100
|
%
|
|
$
|
88,023
|
|
|
42
|
%
|
|
Six Months Ended
|
|
|
|
|
|||||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of total revenue
|
|
Amount
|
|
% of total revenue
|
|
Change
|
|
% Change
|
|||||||||
Total revenue by geography:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
$
|
265,734
|
|
|
45
|
%
|
|
$
|
250,013
|
|
|
61
|
%
|
|
$
|
15,721
|
|
|
6
|
%
|
International
|
$
|
323,223
|
|
|
55
|
%
|
|
160,895
|
|
|
39
|
%
|
|
162,328
|
|
|
101
|
%
|
||
|
$
|
588,957
|
|
|
100
|
%
|
|
$
|
410,908
|
|
|
100
|
%
|
|
$
|
178,049
|
|
|
43
|
%
|
Total revenue by sales channel:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Direct
|
$
|
489,213
|
|
|
83
|
%
|
|
$
|
384,086
|
|
|
93
|
%
|
|
$
|
105,127
|
|
|
27
|
%
|
Indirect
|
99,744
|
|
|
17
|
%
|
|
26,822
|
|
|
7
|
%
|
|
72,922
|
|
|
272
|
%
|
|||
|
$
|
588,957
|
|
|
100
|
%
|
|
$
|
410,908
|
|
|
100
|
%
|
|
$
|
178,049
|
|
|
43
|
%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of total
revenue
|
|
Amount
|
|
% of total
revenue
|
|
Change
|
|
% Change
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
$
|
73,937
|
|
|
25
|
%
|
|
$
|
56,158
|
|
|
27
|
%
|
|
$
|
17,779
|
|
|
32
|
%
|
Sales and marketing
|
37,651
|
|
|
13
|
%
|
|
28,234
|
|
|
14
|
%
|
|
9,417
|
|
|
33
|
%
|
|||
General and administrative
|
35,672
|
|
|
13
|
%
|
|
18,365
|
|
|
9
|
%
|
|
17,307
|
|
|
94
|
%
|
|||
Amortization of intangible assets
|
6,745
|
|
|
2
|
%
|
|
1,487
|
|
|
—
|
%
|
|
5,258
|
|
|
354
|
%
|
|||
Acquisition and integration costs
|
12,164
|
|
|
4
|
%
|
|
—
|
|
|
—
|
%
|
|
12,164
|
|
|
100
|
%
|
|||
Restructuring and related
|
3,471
|
|
|
—
|
%
|
|
1,680
|
|
|
1
|
%
|
|
1,791
|
|
|
107
|
%
|
|||
Total operating expenses
|
$
|
169,640
|
|
|
57
|
%
|
|
$
|
105,924
|
|
|
51
|
%
|
|
$
|
63,716
|
|
|
60
|
%
|
|
Six Months Ended
|
|
|
|
|
|||||||||||||||
|
June 29, 2019
|
|
June 30, 2018
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of total
revenue
|
|
Amount
|
|
% of total
revenue
|
|
Change
|
|
% Change
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
$
|
147,597
|
|
|
25
|
%
|
|
$
|
114,839
|
|
|
27
|
%
|
|
$
|
32,758
|
|
|
29
|
%
|
Sales and marketing
|
77,688
|
|
|
13
|
%
|
|
57,119
|
|
|
14
|
%
|
|
20,569
|
|
|
36
|
%
|
|||
General and administrative
|
68,716
|
|
|
12
|
%
|
|
36,201
|
|
|
9
|
%
|
|
32,515
|
|
|
90
|
%
|
|||
Amortization of intangible assets
|
13,802
|
|
|
2
|
%
|
|
3,094
|
|
|
1
|
%
|
|
10,708
|
|
|
346
|
%
|
|||
Acquisition and integration costs
|
19,298
|
|
|
3
|
%
|
|
—
|
|
|
—
|
%
|
|
19,298
|
|
|
100
|
%
|
|||
Restructuring and related
|
20,659
|
|
|
4
|
%
|
|
1,517
|
|
|
1
|
%
|
|
19,142
|
|
|
NMF*
|
|
|||
Total operating expenses
|
$
|
347,760
|
|
|
59
|
%
|
|
$
|
212,770
|
|
|
52
|
%
|
|
$
|
134,990
|
|
|
63
|
%
|
|
Three Months Ended
|
|||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
(In thousands)
|
|||||||||||||
Interest income
|
$
|
183
|
|
|
$
|
629
|
|
|
$
|
(446
|
)
|
|
(71
|
)%
|
Interest expense
|
(7,280
|
)
|
|
(2,501
|
)
|
|
(4,779
|
)
|
|
191
|
%
|
|||
Other gain (loss), net
|
3,210
|
|
|
1,429
|
|
|
1,781
|
|
|
125
|
%
|
|||
Total other expense, net
|
$
|
(3,887
|
)
|
|
$
|
(443
|
)
|
|
$
|
(3,444
|
)
|
|
777
|
%
|
|
Six Months Ended
|
|||||||||||||
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
(In thousands)
|
|||||||||||||
Interest income
|
$
|
949
|
|
|
$
|
1,526
|
|
|
$
|
(577
|
)
|
|
(38
|
)%
|
Interest expense
|
(14,843
|
)
|
|
(6,184
|
)
|
|
(8,659
|
)
|
|
140
|
%
|
|||
Other gain (loss), net
|
287
|
|
|
1,935
|
|
|
(1,648
|
)
|
|
(85
|
)%
|
|||
Total other expense, net
|
$
|
(13,607
|
)
|
|
$
|
(2,723
|
)
|
|
$
|
(10,884
|
)
|
|
400
|
%
|
|
Six Months Ended
|
||||||
|
June 29, 2019
|
|
June 30, 2018
|
||||
|
|
|
|
||||
|
(In thousands)
|
||||||
Net cash flow provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(119,967
|
)
|
|
$
|
(7,118
|
)
|
Investing activities
|
$
|
310
|
|
|
$
|
96,737
|
|
Financing activities
|
$
|
15,874
|
|
|
$
|
(139,898
|
)
|
|
June 29, 2019
|
|
December 29, 2018
|
||||
|
|
|
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
109,034
|
|
|
$
|
202,954
|
|
Investments
|
1,497
|
|
|
26,511
|
|
||
Restricted cash
|
29,487
|
|
|
39,383
|
|
||
|
$
|
140,018
|
|
|
$
|
268,848
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
the loss of customers or suppliers as a result of such parties deciding not to continue business at the same or similar levels with us after the Acquisition;
|
•
|
challenges associated with operating the combined business in markets and geographies in which we have not historically operated in since Coriant's operations are more widely distributed around the globe than our current operations;
|
•
|
difficulty integrating our direct sales and distribution channels with Coriant’s to effectively sell the products and services of the combined company;
|
•
|
the complexities associated with managing our company and integrating personnel from Coriant, resulting in a significantly larger combined company, while at the same time providing high quality products to customers;
|
•
|
unanticipated issues in integrating accounting, information technology, communications, administration and other systems;
|
•
|
challenges with re-negotiating pricing with key suppliers for more favorable terms;
|
•
|
the failure to identify and eliminate redundant and underperforming functions and assets;
|
•
|
difficulty addressing possible differences in corporate culture and management philosophies;
|
•
|
the failure to retain key employees of the combined company;
|
•
|
potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Acquisition; and
|
•
|
performance shortfalls as a result of the diversion of management’s attention caused by integrating Coriant’s operations.
|
•
|
fluctuations in demand, sales cycles and prices for products and services, including discounts given in response to competitive pricing pressures, as well as the timing of purchases by our key customers;
|
•
|
our ability to integrate our operations with Coriant's operations and realize the anticipated synergies related to the Acquisition, including the timing of these synergies;
|
•
|
changes in customers’ budgets for optical transport network purchases and changes or variability in their purchasing cycles;
|
•
|
fluctuations in our customer, product or geographic mix, including the impact of new customer deployments, which typically carry lower gross margins, and customer consolidation, which may affect our ability to grow revenue;
|
•
|
the timing and acceptance of our new product releases and our competitors' new product releases;
|
•
|
how quickly, or whether at all, the markets in which we operate adopt our solutions;
|
•
|
our ability to increase volumes and yields on products manufactured in our internal manufacturing facilities;
|
•
|
our ability to successfully restructure our operations within our anticipated timeframe and realize our anticipated savings;
|
•
|
the quality and timing of delivery of key components from suppliers;
|
•
|
order cancellations, reductions or delays in delivery schedules by our customers;
|
•
|
any delay in collecting or failure to collect accounts receivable;
|
•
|
our ability to control costs, including our operating expenses and the costs and availability of components we purchase for our products;
|
•
|
any significant changes in the competitive dynamics of the markets we serve, including any new entrants, new technologies, or customer or competitor consolidation;
|
•
|
readiness of customer sites for installation of our products as well as the availability of third party suppliers to provide contract engineering and installation services for us;
|
•
|
the timing of revenue recognition and revenue deferrals;
|
•
|
any future changes in U.S. generally accepted accounting principles (“U.S. GAAP”) or new interpretations of existing accounting rules;
|
•
|
the impact of a significant natural disaster, such as an earthquake, severe weather, or tsunami or other flooding, as well as interruptions or shortages in the supply of utilities such as water and electricity, in a key location such as our Northern California facilities, which is located near major earthquake fault lines and in a designated flood zone; and
|
•
|
general economic conditions in domestic and international markets.
|
•
|
completion of product development, including the development and completion of our next-generation optical engines, and the completion of associated module development;
|
•
|
the qualification and multiple sourcing of critical components;
|
•
|
validation of manufacturing methods and processes;
|
•
|
extensive quality assurance and reliability testing and staffing of testing infrastructure;
|
•
|
validation of software; and
|
•
|
establishment of systems integration and systems test validation requirements.
|
•
|
the mix of the types of customers purchasing our products as well as the product mix, including sales of lower margin Coriant products;
|
•
|
the initial products released powered by our next-generation technologies generate lower margin initially, as per unit production costs for initial units tend to be higher and experience more variability in production yields;
|
•
|
the pace at which we deploy solutions powered by our next generation technologies, which could lead to higher excess or obsolete inventory;
|
•
|
significant new deployments to existing and new customers, often with a higher portion of lower margin common equipment as we deploy network footprint;
|
•
|
aggressive pricing tactics by our competitors;
|
•
|
changes in our manufacturing costs, including fluctuations in yields and production volumes;
|
•
|
pricing and commercial terms designed to secure long-term customer relationships, as well as commercial deals to transition certain customers to our new products;
|
•
|
consolidation amongst our suppliers, which may increase prices of components for our products;
|
•
|
the volume of IB-enabled solutions sold, and capacity licenses activated;
|
•
|
price discounts negotiated by our customers;
|
•
|
charges for excess or obsolete inventory;
|
•
|
changes in the price or availability of components for our products, including the possible effect of new or increased tariffs on the prices of raw materials used in such components; and
|
•
|
changes in warranty related costs.
|
•
|
aggressively pricing their optical transport products and other portfolio products, including offering significant one-time discounts and guaranteed future price decreases;
|
•
|
offering optical products at a substantial discount or for free when bundled together with broader technology purchases, such as router or wireless equipment purchases;
|
•
|
providing financing, marketing and advertising assistance to customers; and
|
•
|
influencing customer requirements to emphasize different product capabilities, which better suit their products.
|
•
|
price and other commercial terms;
|
•
|
functionality;
|
•
|
existing business and customer relationships;
|
•
|
the ability of products and services to meet customers’ immediate and future network requirements;
|
•
|
power consumption;
|
•
|
heat dissipation;
|
•
|
form factor or density;
|
•
|
installation and operational simplicity;
|
•
|
quality and reliability;
|
•
|
service and support;
|
•
|
security and encryption requirements;
|
•
|
scalability and investment protection; and
|
•
|
product lead times.
|
•
|
reduced orders from existing customers;
|
•
|
declining interest from potential customers;
|
•
|
delays in our ability to recognize revenue or in collecting accounts receivables;
|
•
|
costs associated with fixing hardware or software defects or replacing products;
|
•
|
high service and warranty expenses;
|
•
|
delays in shipments;
|
•
|
high inventory excess and obsolescence expense;
|
•
|
high levels of product returns;
|
•
|
diversion of our engineering personnel from our product development efforts; and
|
•
|
payment of liquidated damages, performance guarantees or similar penalties.
|
•
|
reduced control over delivery schedules, particularly for international contract manufacturing sites;
|
•
|
reliance on the quality assurance procedures of third parties;
|
•
|
potential uncertainty regarding manufacturing yields and costs;
|
•
|
potential lack of adequate capacity during periods of high demand;
|
•
|
limited warranties on components;
|
•
|
potential misappropriation of our intellectual property; and
|
•
|
potential manufacturing disruptions (including disruptions caused by geopolitical events, military actions, work stoppages or natural disasters).
|
•
|
variations in our operating results;
|
•
|
announcements of technological innovations, new services or service enhancements, strategic alliances or agreements by us or by our competitors;
|
•
|
the gain or loss of customers;
|
•
|
recruitment or departure of key personnel;
|
•
|
changes in the estimates of our future operating results or external guidance on those results or changes in recommendations or business expectations by any securities analysts that elect to follow our common stock;
|
•
|
mergers and acquisitions by us (including the Acquisition), by our competitors or by our customers;
|
•
|
market conditions in our industry, the industries of our customers and the economy as a whole, including global trade tarrifs; and
|
•
|
adoption or modification of regulations, policies, procedures or programs applicable to our business.
|
•
|
reduced demand for our products as a result of constraints on capital spending by our customers;
|
•
|
increased price competition for our products, not only from our competitors, but also as a result of our customer’s or potential customer’s utilization of inventoried or underutilized products, which could put additional downward pressure on our near term gross profits;
|
•
|
risk of excess or obsolete inventories;
|
•
|
excess manufacturing capacity and higher associated overhead costs as a percentage of revenue; and
|
•
|
more limited ability to accurately forecast our business and future financial performance.
|
•
|
greater difficulty in collecting accounts receivable and longer collection periods;
|
•
|
difficulties of managing and staffing international offices, and the increased travel, infrastructure and legal compliance costs associated with multiple international locations;
|
•
|
political, social and economic instability, including wars, terrorism, political unrest, boycotts, curtailment of trade and other business restrictions;
|
•
|
tariff and trade barriers and other regulatory requirements or contractual limitations on our ability to sell or develop our products in certain foreign markets;
|
•
|
less effective protection of intellectual property than is afforded to us in the United States or other developed countries;
|
•
|
local laws and practices that favor local companies, including business practices that we are prohibited from engaging in by the Foreign Corrupt Practices Act and other anti-corruption laws and regulations;
|
•
|
potentially adverse tax consequences; and
|
•
|
effects of changes in currency exchange rates, particularly relative increases in the exchange rate of the U.S. dollar versus other currencies that could negatively affect our financial results and cash flows.
|
•
|
changes in the valuation of our deferred tax assets and liabilities, and in deferred tax valuation allowances;
|
•
|
changes in the relative proportions of revenue and income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates;
|
•
|
changing tax laws, regulations, rates and interpretations in multiple jurisdictions in which we operate;
|
•
|
changes to the financial accounting rules for income taxes;
|
•
|
the tax effects of acquisitions; and
|
•
|
the resolution of issues arising from tax audits.
|
•
|
problems integrating the acquired operations, technologies or products with our own;
|
•
|
diversion of management’s attention from our core business;
|
•
|
adverse effects on existing business relationships with suppliers and customers;
|
•
|
risks associated with entering new markets; and
|
•
|
loss of key employees.
|
•
|
authorize the issuance of “blank check” convertible preferred stock that could be issued by our board of directors to thwart a takeover attempt;
|
•
|
establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;
|
•
|
require that directors only be removed from office for cause and only upon a supermajority stockholder vote;
|
•
|
provide that vacancies on the board of directors, including newly-created directorships, may be filled only by a majority vote of directors then in office rather than by stockholders;
|
•
|
prevent stockholders from calling special meetings; and
|
•
|
prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders.
|
•
|
our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, litigation, general corporate or other purposes may be limited; and
|
•
|
a substantial portion of our future cash balance may be dedicated to the payment of the principal of our indebtedness as we have stated the intention to pay the principal amount of the 2024 Notes in cash upon conversion or when otherwise due, such that we would not have those funds available for use in our business.
|
Item 6.
|
Exhibits
|
Exhibit No.
|
|
Description
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Infinera Corporation
|
||
|
|
|
By:
|
|
/s/ BRAD D. FELLER
|
|
|
Brad D. Feller
Chief Financial Officer
(Duly Authorized Officer and Principal
Financial Officer)
|
|
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Date:
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August 8, 2019
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By:
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/s/ THOMAS J. FALLON
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Thomas J. Fallon
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Chief Executive Officer
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(Principal Executive Officer)
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By:
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/s/ BRAD D. FELLER
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Brad D. Feller
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Date:
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August 8, 2019
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/s/ THOMAS J. FALLON
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Thomas J. Fallon
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Chief Executive Officer
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(Principal Executive Officer)
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Date:
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August 8, 2019
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/s/ BRAD D. FELLER
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Brad D. Feller
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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