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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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77-0560433
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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Title of each class
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Trading Symbol
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Name of exchange on which registered
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Common shares, par value $0.001 per share
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INFN
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The Nasdaq Global Select Market
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Large Accelerated Filer
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☐
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Accelerated filer
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☒
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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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☐
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Page
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•
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growth of cloud services;
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growth of over-the-top services and high-definition video streaming;
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growth of mobile broadband services, including 4G and emerging 5G services;
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increasing use of connected virtual and augmented reality devices; and
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the IoT, which continues to drive massive growth in the number of network-connected devices.
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high-bandwidth solutions that scale optical transmission capacity to meet increasing bandwidth demand while providing efficiency through service granularity;
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efficient solutions with the right mix of disaggregated and integrated systems that optimize performance and increase reliability while reducing physical space and power consumption, leading to lower operational and capital expenses;
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easy-to-use solutions that are highly programmable, open, and automated, which help reduce the time and complexity of deploying new transmission bandwidth;
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improved integration between Ethernet or Internet Protocol equipment such as switches or routers, and optical transport networking equipment; and
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strong encryption at the transport layer.
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Leveraging our vertically integrated solutions to deliver lowest total cost network solutions. We will continue to provide our customers differentiated value by leveraging our vertically integrated optical engine. This value includes significant cost advantages that our innovative PIC and DSP technology enable, including service agility, spectral efficiency, optical performance leadership and reliability, industry-leading optical scalability, and high-density and ultra-power efficient platforms. Our strategy is to continue to evolve our unique optical technology with higher speed and increasingly efficient solutions, integrating our optical engine across a broader end-to-end portfolio set and extending this innovation toward the edge of the network.
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•
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Driving cost structure optimization and achieving cost advantages of scale. Leveraging scale as part of our vertical integration strategy, which includes integration of our optical engine across a broader set of platforms, enables us to achieve cost advantages and cost structure efficiencies that enhance our ability to continue to invest in research and development in our optical engine and end-to-end portfolio, as well as drive profitability. In particular, we believe our vertically integrated manufacturing capabilities serve as a competitive advantage from a technology and supply chain perspective, and enable a lower cost structure and thus, higher profitability. To further drive cost structure optimization, we are transforming our supply chain to enable us to move from a fixed cost structure to an increasingly outsourced model that will allow for enhanced flexibility in our delivery capabilities to better support customers, while optimizing our cost leverage.
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•
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Offering comprehensive networking solutions and expanding our go-to-market reach. We believe a broad and integrated solutions portfolio spanning multi-layer technologies and optimized for edge-to-core transport markets is critical to helping our customers most cost effectively provide services with new 5G, distributed access architecture, DCI, cloud and business services. By expanding and enhancing our solutions portfolio and leveraging application-optimized capabilities and disruptive innovation, we are able to expand our go-to-market reach and address a broader set of our customers’ transport applications, from core network scalability to packet- and application-optimized metro transport.
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Delivering a superior customer experience. Our success will continue to be driven by our commitment to providing a superior experience to all customers. In addition to product delivery capability that efficiently and predictably delivers innovative technology and high-quality products to market, we bring value to our customers by providing end-to-end solutions with differentiation that includes usage-based bandwidth provisioning, service agility and ease-of-use that accelerates time-to-revenue. Additionally, our global customer services team is committed to making our customers successful by providing the highest quality support services that help our customers deploy, operate and maintain their networks. We believe our technology leadership combined with our ability to provide the most reliable products and a differentiated customer experience contribute to customer success and represent major differentiators.
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Utilizing software-driven automation to deliver differentiated solutions. We believe we lead the industry in ease of use and automation, both integrated into our system design and facilitated by our software capabilities. We continue to invest in our differentiated technologies, including enhancing capabilities of Instant Bandwidth offerings and introducing automation and programmability capabilities. We are extending management and control capabilities across our entire product portfolio with the addition of a new orchestration solution. This new solution enables customers to utilize end-to-end network resources and the automation of multi-layer, multi-domain and multi-vendor networks. Additionally, based on our customers’ desire for more programmable networks, we have added open application programming interfaces (“APIs”) to our solutions to enable our customers to create more agile and customized automated operations.
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Tier-1 carriers for domestic and international networks;
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Tier-2 and Tier-3 carriers;
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ICP and data center operators;
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cable providers and MSOs;
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wholesale carriers;
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submarine network operators;
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•
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large enterprise customers;
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•
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research and education institutions; and
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•
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government entities.
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Scalable. The proliferation of data centers, rise of cloud computing, increasing consumption of video and growth in mobile access is fundamentally changing traffic characteristics in operator networks. We currently deliver multi-terabit class coherent, sliceable super-channels, which allow a massive pool of bandwidth to be provisioned in a single operation.
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Flexible. In addition to providing our customers end-to-end solutions, we offer a mix of integrated and disaggregated platforms to reduce complexity and enable flexibility as transport network architectures evolve. There are varying customer preferences as some customers continue to favor integrated multi-service mesh networks while others, such as ICPs, favor disaggregated platforms that address high-capacity point-to-point connections.
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Open. Network operators are facing intensifying competition to meet customer demand for immediate bandwidth and better visibility into the network. Our networking solutions feature disaggregated and highly programmable platforms with software-defined networking (“SDN”) APIs enabling networks to be open, which simplifies end-to-end, multi-layer service provisioning and network control.
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Automated. The demand for reducing the cost of operations as networks scale increases the need for software-enabled automation capabilities in the transport layer of the network. We currently deliver a suite of software solutions that provide a radical reduction in complexity and improved customer satisfaction with time-saving management and automation tools. Our solutions, coupled with a practical approach to network automation, are designed to make it easier to achieve measurable improvements in network and operational efficiency, as well as service agility.
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price and other commercial terms;
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functionality;
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existing business and customer relationships;
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the ability of products and services to meet customers’ immediate and future network requirements;
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power consumption;
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heat dissipation;
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form factor or density;
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installation and operational simplicity;
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quality and reliability;
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service and support;
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security and encryption requirements;
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scalability and investment protection; and
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product lead times.
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Name
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Age
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Position
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Thomas J. Fallon
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58
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Chief Executive Officer and Director
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Nancy Erba
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53
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Chief Financial Officer
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David W. Heard
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51
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Chief Operating Officer
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David L. Teichmann
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63
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Chief Legal Officer and Corporate Secretary
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Robert J. Jandro
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64
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Senior Vice President, Worldwide Sales
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•
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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;
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changes in customers’ budgets for optical transport network purchases and changes or variability in their purchasing cycles;
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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;
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the timing and acceptance of our new product releases and our competitors' new product releases;
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how quickly, or whether at all, the markets in which we operate adopt our solutions;
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our ability to increase volumes and yields on products manufactured in our internal manufacturing facilities;
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delays in operations we may continue to experience during the course of utilizing our new enterprise resource planning (“ERP”) system, which we implemented in August 2019, including unintended disruptions in our ability to deliver and bill for customer shipments, project our inventory requirements, and manage our supply chain, including our hardware servicing operations;
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our ability to successfully restructure our operations within our anticipated time frame and realize our anticipated savings;
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the quality and timing of delivery of key components from suppliers, including any delays in the supply of components that may result from the effects of the coronavirus;
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order cancellations, reductions or delays in delivery schedules by our customers;
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any delay in collecting or failure to collect accounts receivable;
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our ability to control costs, including our operating expenses and the costs and availability of components we purchase for our products;
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any significant changes in the competitive dynamics of the markets we serve, including any new entrants, new technologies, or customer or competitor consolidation;
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readiness of customer sites for installation of our products as well as the availability of third-party service partners to provide contract engineering and installation services for us;
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the timing of revenue recognition and revenue deferrals;
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any future changes in U.S. generally accepted accounting principles (“U.S. GAAP”) or new interpretations of existing accounting rules;
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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
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general economic and political conditions in domestic and international markets, including those related to the upcoming presidential election in the United States.
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completion of product development, including the development and completion of our next-generation optical engines, and the completion of associated module development;
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the qualification and multiple sourcing of critical components;
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validation of manufacturing methods and processes;
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extensive quality assurance and reliability testing and staffing of testing infrastructure;
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validation of software; and
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establishment of systems integration and systems test validation requirements.
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the mix of the types of customers purchasing our products as well as the product mix;
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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;
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the pace at which we deploy solutions powered by our next generation technologies, which could lead to higher excess or obsolete inventory;
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the mix of products sold to customers that benefit from vertical integration as compared to products that include a higher percentage of third-party components;
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significant new deployments to existing and new customers, often with a higher portion of lower margin common equipment as we deploy network footprint;
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aggressive pricing tactics by our competitors;
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changes in our manufacturing costs, including fluctuations in yields and production volumes;
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pricing and commercial terms designed to secure long-term customer relationships, as well as commercial deals to transition certain customers to our new products;
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consolidation amongst our suppliers, which may increase prices of components for our products;
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the volume of Instant Bandwidth-enabled solutions sold, and capacity licenses activated;
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price discounts negotiated by our customers;
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charges for excess or obsolete inventory;
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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
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changes in warranty related costs.
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aggressively pricing their optical transport products and other portfolio products, including offering significant one-time discounts and guaranteed future price decreases;
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offering optical products at a substantial discount or for free when bundled together with broader technology purchases, such as router or wireless equipment purchases;
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providing financing, marketing and advertising assistance to customers; and
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influencing customer requirements to emphasize different product capabilities, which better suit their products.
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reduced orders from existing customers;
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declining interest from potential customers;
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delays in our ability to recognize revenue or in collecting accounts receivables;
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costs associated with fixing hardware or software defects or replacing products;
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high service and warranty expenses;
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delays in shipments;
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high inventory excess and obsolescence expense;
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high levels of product returns;
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diversion of our engineering personnel from our product development efforts; and
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payment of liquidated damages, performance guarantees or similar penalties.
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•
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price and other commercial terms;
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•
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functionality;
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•
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existing business and customer relationships;
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•
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the ability of products and services to meet customers’ immediate and future network requirements;
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•
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power consumption;
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•
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heat dissipation;
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•
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form factor or density;
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•
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installation and operational simplicity;
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•
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quality and reliability;
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•
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service and support;
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•
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security and encryption requirements;
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•
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scalability and investment protection; and
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•
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product lead times.
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•
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delays in recognizing revenue;
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•
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liability for injuries to persons, damage to property or other claims relating to the actions or omissions of our service partners;
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•
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our services revenue and gross margin may be adversely affected; and
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•
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our relationships with customers could suffer.
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•
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reduced control over delivery schedules, particularly for international contract manufacturing sites;
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reliance on the quality assurance procedures of third parties;
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•
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potential uncertainty regarding manufacturing yields and costs;
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•
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potential lack of adequate capacity during periods of high demand;
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•
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limited warranties on components;
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•
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potential misappropriation of our intellectual property; and
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•
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potential manufacturing disruptions (including disruptions caused by geopolitical events, military actions, work stoppages, natural disasters or international health emergencies such as the coronavirus).
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•
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variations in our operating results;
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•
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announcements of technological innovations, new services or service enhancements, strategic alliances or agreements by us or by our competitors;
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•
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the gain or loss of customers;
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•
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recruitment or departure of key personnel;
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•
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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;
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•
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mergers and acquisitions by us, by our competitors or by our customers;
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•
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market conditions in our industry, the industries of our customers and the economy as a whole, including global trade tariffs; and
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•
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adoption or modification of regulations, policies, procedures or programs applicable to our business.
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•
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reduced demand for our products as a result of constraints on capital spending by our customers;
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•
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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;
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•
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risk of excess or obsolete inventories;
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•
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our customers facing financial difficulties, including bankruptcy;
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•
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excess manufacturing capacity and higher associated overhead costs as a percentage of revenue; and
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•
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more limited ability to accurately forecast our business and future financial performance.
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•
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greater difficulty in collecting accounts receivable and longer collection periods;
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•
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difficulties of managing and staffing international offices, and the increased travel, infrastructure and legal compliance costs associated with multiple international locations;
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•
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political, social and economic instability, including wars, terrorism, political unrest, boycotts, curtailment of trade and other business restrictions;
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•
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tariff and trade barriers and other regulatory requirements or contractual limitations on our ability to sell or develop our products in certain foreign markets;
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•
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less effective protection of intellectual property than is afforded to us in the United States or other developed countries;
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•
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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;
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•
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potentially adverse tax consequences; and
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•
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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.
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•
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changes in the valuation of our deferred tax assets and liabilities, and in deferred tax valuation allowances;
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•
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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;
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•
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changing tax laws, regulations, rates and interpretations in multiple jurisdictions in which we operate;
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•
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changes to the financial accounting rules for income taxes;
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•
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the tax effects of acquisitions, including the effects of integrating intellectual property; and
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•
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the resolution of issues arising from tax audits.
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•
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problems integrating the acquired operations, technologies or products with our own;
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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 new markets; and
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loss of key employees.
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•
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authorize the issuance of “blank check” convertible preferred stock that could be issued by our board of directors to thwart a takeover attempt;
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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;
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•
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require that directors only be removed from office for cause;
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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;
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•
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prevent stockholders from calling special meetings; and
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•
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prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders.
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•
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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
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•
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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.
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Years Ended
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December 28,
2019 (1)
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December 29,
2018(2)
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December 30,
2017 |
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December 31,
2016 |
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December 26,
2015 |
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(In thousands, except per share data)
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Revenue
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$
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1,298,865
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$
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943,379
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|
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$
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740,739
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|
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$
|
870,135
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$
|
886,714
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Gross profit
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$
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325,923
|
|
|
$
|
321,156
|
|
|
$
|
244,000
|
|
|
$
|
393,718
|
|
|
$
|
403,477
|
|
Net income (loss)
|
$
|
(386,618
|
)
|
|
$
|
(214,295
|
)
|
|
$
|
(194,506
|
)
|
|
$
|
(24,430
|
)
|
|
$
|
50,950
|
|
Net income (loss) attributable to Infinera Corporation
|
$
|
(386,618
|
)
|
|
$
|
(214,295
|
)
|
|
$
|
(194,506
|
)
|
|
$
|
(23,927
|
)
|
|
$
|
51,413
|
|
Net income (loss) per common share attributable to Infinera Corporation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(2.16
|
)
|
|
$
|
(1.36
|
)
|
|
$
|
(1.32
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
0.39
|
|
Diluted
|
$
|
(2.16
|
)
|
|
$
|
(1.36
|
)
|
|
$
|
(1.32
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
0.36
|
|
Weighted average number of shares used in computing basic and diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
178,984
|
|
|
157,748
|
|
|
147,878
|
|
|
142,989
|
|
|
133,259
|
|
|||||
Diluted
|
178,984
|
|
|
157,748
|
|
|
147,878
|
|
|
142,989
|
|
|
143,171
|
|
|||||
Total cash and cash equivalents, investments and restricted cash
|
$
|
132,797
|
|
|
$
|
268,848
|
|
|
$
|
305,211
|
|
|
$
|
367,056
|
|
|
$
|
370,979
|
|
Intangible assets, net
|
$
|
170,346
|
|
|
$
|
233,119
|
|
|
$
|
92,188
|
|
|
$
|
108,475
|
|
|
$
|
156,319
|
|
Goodwill
|
$
|
249,848
|
|
|
$
|
227,231
|
|
|
$
|
195,615
|
|
|
$
|
176,760
|
|
|
$
|
191,560
|
|
Total assets
|
$
|
1,628,338
|
|
|
$
|
1,801,270
|
|
|
$
|
1,117,670
|
|
|
$
|
1,198,583
|
|
|
$
|
1,226,294
|
|
Short-term debt
|
$
|
31,673
|
|
|
$
|
—
|
|
|
$
|
144,928
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt, net
|
$
|
323,678
|
|
|
$
|
266,929
|
|
|
$
|
—
|
|
|
$
|
133,586
|
|
|
$
|
125,440
|
|
Long-term financing lease obligation
|
$
|
2,394
|
|
|
$
|
193,538
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock and additional paid-in capital
|
$
|
1,741,065
|
|
|
$
|
1,686,091
|
|
|
$
|
1,417,192
|
|
|
$
|
1,354,227
|
|
|
$
|
1,300,441
|
|
Infinera stockholders' equity
|
$
|
386,535
|
|
|
$
|
703,821
|
|
|
$
|
665,365
|
|
|
$
|
762,328
|
|
|
$
|
762,151
|
|
Noncontrolling interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,910
|
|
Total stockholders’ equity
|
$
|
386,535
|
|
|
$
|
703,821
|
|
|
$
|
665,365
|
|
|
$
|
762,328
|
|
|
$
|
777,061
|
|
(1)
|
Effective December 30, 2018, we adopted Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“Topic 842”), using the alternative modified transition method. Results for the reporting periods beginning December 30, 2018 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historical accounting under Accounting Standards Codification (“ASC”) Topic 840, “Leases.”
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Years Ended
|
|
|
|
|
|||||||||||||||
|
December 28,
2019
|
|
% of total
revenue
|
|
December 29,
2018 |
|
% of total
revenue
|
|
Change
|
|
% Change
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Product
|
$
|
1,011,488
|
|
|
78
|
%
|
|
$
|
763,555
|
|
|
81
|
%
|
|
$
|
247,933
|
|
|
32
|
%
|
Services
|
287,377
|
|
|
22
|
%
|
|
179,824
|
|
|
19
|
%
|
|
107,553
|
|
|
60
|
%
|
|||
Total revenue
|
$
|
1,298,865
|
|
|
100
|
%
|
|
$
|
943,379
|
|
|
100
|
%
|
|
$
|
355,486
|
|
|
38
|
%
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Product
|
$
|
735,059
|
|
|
57
|
%
|
|
$
|
517,765
|
|
|
55
|
%
|
|
$
|
217,294
|
|
|
42
|
%
|
Services
|
146,916
|
|
|
11
|
%
|
|
78,353
|
|
|
8
|
%
|
|
68,563
|
|
|
88
|
%
|
|||
Amortization of intangible assets
|
32,583
|
|
|
3
|
%
|
|
23,475
|
|
|
2
|
%
|
|
9,108
|
|
|
39
|
%
|
|||
Acquisition and integration costs
|
28,449
|
|
|
2
|
%
|
|
—
|
|
|
—
|
%
|
|
28,449
|
|
|
NMF *
|
|
|||
Restructuring and related
|
29,935
|
|
|
2
|
%
|
|
2,630
|
|
|
—
|
%
|
|
27,305
|
|
|
1,038
|
%
|
|||
Total cost of revenue
|
$
|
972,942
|
|
|
75
|
%
|
|
$
|
622,223
|
|
|
66
|
%
|
|
$
|
350,719
|
|
|
56
|
%
|
Gross profit
|
$
|
325,923
|
|
|
25.0
|
%
|
|
$
|
321,156
|
|
|
34.0
|
%
|
|
$
|
4,767
|
|
|
1
|
%
|
|
Years Ended
|
|
|
|
|
|||||||||||||||
|
December 29,
2018 |
|
% of total
revenue
|
|
December 30,
2017 |
|
% of total
revenue
|
|
Change
|
|
% Change
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Product
|
$
|
763,555
|
|
|
81
|
%
|
|
$
|
610,535
|
|
|
82
|
%
|
|
$
|
153,020
|
|
|
25
|
%
|
Services
|
179,824
|
|
|
19
|
%
|
|
130,204
|
|
|
18
|
%
|
|
49,620
|
|
|
38
|
%
|
|||
Total revenue
|
$
|
943,379
|
|
|
100
|
%
|
|
$
|
740,739
|
|
|
100
|
%
|
|
$
|
202,640
|
|
|
27
|
%
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Product
|
$
|
517,765
|
|
|
55
|
%
|
|
$
|
406,644
|
|
|
55
|
%
|
|
$
|
111,121
|
|
|
27
|
%
|
Services
|
78,353
|
|
|
8
|
%
|
|
50,480
|
|
|
7
|
%
|
|
27,873
|
|
|
55
|
%
|
|||
Amortization of intangible assets
|
23,475
|
|
|
2
|
%
|
|
20,474
|
|
|
3
|
%
|
|
3,001
|
|
|
15
|
%
|
|||
Acquisition and integration costs
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
NMF*
|
|
|||
Restructuring and related
|
2,630
|
|
|
—
|
%
|
|
19,141
|
|
|
3
|
%
|
|
(16,511
|
)
|
|
(86
|
)%
|
|||
Total cost of revenue
|
$
|
622,223
|
|
|
66
|
%
|
|
$
|
496,739
|
|
|
67
|
%
|
|
$
|
125,484
|
|
|
25
|
%
|
Gross profit
|
$
|
321,156
|
|
|
34.0
|
%
|
|
$
|
244,000
|
|
|
32.9
|
%
|
|
$
|
77,156
|
|
|
32
|
%
|
|
Years Ended
|
|
|
|
|
|||||||||||||||
|
December 28,
2019
|
|
% of total revenue
|
|
December 29,
2018 |
|
% of total revenue
|
|
Change
|
|
% Change
|
|||||||||
Total revenue by geography
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
$
|
628,075
|
|
|
48
|
%
|
|
$
|
476,784
|
|
|
51
|
%
|
|
$
|
151,291
|
|
|
32
|
%
|
International
|
670,790
|
|
|
52
|
%
|
|
466,595
|
|
|
49
|
%
|
|
204,195
|
|
|
44
|
%
|
|||
|
$
|
1,298,865
|
|
|
100
|
%
|
|
$
|
943,379
|
|
|
100
|
%
|
|
$
|
355,486
|
|
|
38
|
%
|
Total revenue by sales channel
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Direct
|
$
|
1,032,527
|
|
|
79
|
%
|
|
$
|
838,931
|
|
|
89
|
%
|
|
$
|
193,596
|
|
|
23
|
%
|
Indirect
|
266,338
|
|
|
21
|
%
|
|
104,448
|
|
|
11
|
%
|
|
161,890
|
|
|
155
|
%
|
|||
|
$
|
1,298,865
|
|
|
100
|
%
|
|
$
|
943,379
|
|
|
100
|
%
|
|
$
|
355,486
|
|
|
38
|
%
|
|
Years Ended
|
|
|
|
|
|||||||||||||||
|
December 29,
2018 |
|
% of total revenue
|
|
December 30,
2017 |
|
% of total revenue
|
|
Change
|
|
% Change
|
|||||||||
Total revenue by geography
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
$
|
476,784
|
|
|
51
|
%
|
|
$
|
428,592
|
|
|
58
|
%
|
|
$
|
48,192
|
|
|
11
|
%
|
International
|
466,595
|
|
|
49
|
%
|
|
312,147
|
|
|
42
|
%
|
|
154,448
|
|
|
49
|
%
|
|||
|
$
|
943,379
|
|
|
100
|
%
|
|
$
|
740,739
|
|
|
100
|
%
|
|
$
|
202,640
|
|
|
27
|
%
|
Total revenue by sales channel
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Direct
|
$
|
838,931
|
|
|
89
|
%
|
|
$
|
693,472
|
|
|
94
|
%
|
|
$
|
145,459
|
|
|
21
|
%
|
Indirect
|
104,448
|
|
|
11
|
%
|
|
47,267
|
|
|
6
|
%
|
|
57,181
|
|
|
121
|
%
|
|||
|
$
|
943,379
|
|
|
100
|
%
|
|
$
|
740,739
|
|
|
100
|
%
|
|
$
|
202,640
|
|
|
27
|
%
|
|
Years Ended
|
|
|
|
|
|||||||||||||||
|
December 28,
2019
|
|
% of total
revenue
|
|
December 29,
2018 |
|
% of total
revenue
|
|
Change
|
|
% Change
|
|||||||||
Research and development
|
$
|
287,977
|
|
|
22
|
%
|
|
$
|
244,302
|
|
|
26
|
%
|
|
$
|
43,675
|
|
|
18
|
%
|
Sales and marketing
|
151,423
|
|
|
12
|
%
|
|
124,238
|
|
|
13
|
%
|
|
27,185
|
|
|
22
|
%
|
|||
General and administrative
|
126,351
|
|
|
10
|
%
|
|
80,957
|
|
|
9
|
%
|
|
45,394
|
|
|
56
|
%
|
|||
Amortization of intangible assets
|
27,280
|
|
|
2
|
%
|
|
29,296
|
|
|
3
|
%
|
|
(2,016
|
)
|
|
(7
|
)%
|
|||
Acquisition and integration costs
|
42,271
|
|
|
3
|
%
|
|
15,530
|
|
|
2
|
%
|
|
26,741
|
|
|
172
|
%
|
|||
Restructuring and related
|
40,851
|
|
|
3
|
%
|
|
12,512
|
|
|
1
|
%
|
|
28,339
|
|
|
226
|
%
|
|||
Total operating expenses
|
$
|
676,153
|
|
|
52
|
%
|
|
$
|
506,835
|
|
|
54
|
%
|
|
$
|
169,318
|
|
|
33
|
%
|
|
Years Ended
|
|
|
|
|
|||||||||||||||
|
December 29,
2018 |
|
% of total
revenue
|
|
December 30,
2017 |
|
% of total
revenue
|
|
Change
|
|
% Change
|
|||||||||
Research and development
|
$
|
244,302
|
|
|
26
|
%
|
|
$
|
224,368
|
|
|
30
|
%
|
|
$
|
19,934
|
|
|
9
|
%
|
Sales and marketing
|
124,238
|
|
|
13
|
%
|
|
109,511
|
|
|
15
|
%
|
|
14,727
|
|
|
13
|
%
|
|||
General and administrative
|
80,957
|
|
|
9
|
%
|
|
70,620
|
|
|
10
|
%
|
|
10,337
|
|
|
15
|
%
|
|||
Amortization of intangible assets
|
29,296
|
|
|
3
|
%
|
|
6,160
|
|
|
1
|
%
|
|
23,136
|
|
|
NMF*
|
|
|||
Acquisition and integration costs
|
15,530
|
|
|
2
|
%
|
|
322
|
|
|
—
|
%
|
|
15,208
|
|
|
NMF*
|
|
|||
Restructuring and related
|
12,512
|
|
|
1
|
%
|
|
16,106
|
|
|
2
|
%
|
|
(3,594
|
)
|
|
(22
|
)%
|
|||
Total operating expenses
|
$
|
506,835
|
|
|
54
|
%
|
|
$
|
427,087
|
|
|
58
|
%
|
|
$
|
79,748
|
|
|
19
|
%
|
|
Years Ended
|
||||||||||
|
December 28,
2019
|
|
December 29,
2018
|
|
December 30,
2017 |
||||||
Research and development
|
$
|
17,457
|
|
|
$
|
16,270
|
|
|
$
|
15,845
|
|
Sales and marketing
|
8,413
|
|
|
10,869
|
|
|
11,288
|
|
|||
General and administration
|
10,460
|
|
|
9,649
|
|
|
10,776
|
|
|||
Total
|
$
|
36,330
|
|
|
$
|
36,788
|
|
|
$
|
37,909
|
|
|
Years Ended
|
||||||||||
|
December 28,
2019
|
|
December 29,
2018
|
|
December 30,
2017 |
||||||
|
|
|
|
|
|
||||||
|
(In thousands)
|
||||||||||
Interest income
|
$
|
1,139
|
|
|
$
|
2,428
|
|
|
$
|
3,328
|
|
Interest expense
|
(31,657
|
)
|
|
(22,049
|
)
|
|
(14,017
|
)
|
|||
Other gain (loss), net
|
(2,907
|
)
|
|
(9,650
|
)
|
|
(2,160
|
)
|
|||
Total other income (expense), net
|
$
|
(33,425
|
)
|
|
$
|
(29,271
|
)
|
|
$
|
(12,849
|
)
|
|
Years Ended
|
||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
|
|
|
|
|
|
||||||
|
(In thousands)
|
||||||||||
Net cash flow provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
(167,350
|
)
|
|
$
|
(99,083
|
)
|
|
$
|
(21,925
|
)
|
Investing activities
|
$
|
(12,609
|
)
|
|
$
|
12,624
|
|
|
$
|
(54,849
|
)
|
Financing activities
|
$
|
71,910
|
|
|
$
|
207,889
|
|
|
$
|
16,486
|
|
|
Years Ended
|
||||||
|
December 28, 2019
|
|
December 29, 2018
|
||||
|
|
|
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
109,201
|
|
|
$
|
202,954
|
|
Investments
|
—
|
|
|
26,511
|
|
||
Restricted cash
|
23,596
|
|
|
39,383
|
|
||
|
$
|
132,797
|
|
|
$
|
268,848
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1 - 3
years
|
|
3 - 5
years
|
|
More than
5 years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Purchase obligations(1)
|
$
|
258,177
|
|
|
$
|
255,427
|
|
|
$
|
2,707
|
|
|
$
|
43
|
|
|
$
|
—
|
|
Operating leases(2)
|
117,014
|
|
|
24,717
|
|
|
33,753
|
|
|
22,420
|
|
|
36,124
|
|
|||||
Convertible senior notes, including interest
|
445,265
|
|
|
8,553
|
|
|
17,106
|
|
|
419,606
|
|
|
—
|
|
|||||
Financing lease obligations(3)
|
4,109
|
|
|
1,563
|
|
|
2,140
|
|
|
406
|
|
|
—
|
|
|||||
Asset backed loan
|
30,525
|
|
|
525
|
|
|
—
|
|
|
30,000
|
|
|
—
|
|
|||||
Financing assistance agreement, including interest
|
31,809
|
|
|
31,809
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage Payable, including interest
|
10,090
|
|
|
841
|
|
|
1,683
|
|
|
7,566
|
|
|
—
|
|
|||||
Total contractual obligations(4)(5)
|
$
|
896,989
|
|
|
$
|
323,435
|
|
|
$
|
57,389
|
|
|
$
|
480,041
|
|
|
$
|
36,124
|
|
(1)
|
We have service agreements with our major production suppliers under which we are committed to purchase certain parts.
|
(2)
|
We lease facilities under non-cancelable operating lease agreements. These leases have varying terms that range from one to 11 years, and contain leasehold improvement incentives, rent holidays and escalation clauses. In addition, some of these leases have renewal options for up to five years. We also have contractual commitments to remove leasehold improvements and return certain properties to a specified condition when the leases terminate. At the inception of a lease with such conditions, we record an asset retirement obligation liability and a corresponding capital asset in an amount equal to the estimated fair value of the obligation. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset. An assumption of lease renewal where a renewal option exists is used only when the renewal has been determined to be reasonably assured. The estimated useful life of leasehold improvements is one to 11 years. See Note 14, "Commitments and Contingencies" to the Notes to Consolidated Financial Statements for more information.
|
(3)
|
We have two finance leases for manufacturing and other equipment. The financing lease assets will continue to be amortized and payments due will be made over the lease terms, which range from 3 to 5 years. See Note 9, "Balance Sheet Details" to the Notes to Consolidated Financial Statements for more information.
|
(4)
|
Tax liabilities of $4.1 million related to uncertain tax positions are not included in the table because we cannot reliably estimate the timing and amount of future payments, if any.
|
(5)
|
In 2020, we expect to make contributions of $3.5 million to cover benefit payments to plan participants. Expected future payments to our pension and post-employment plan are excluded from the contractual obligation table because they do not represent contractual cash outflow as they are dependent on various factors. See Note 19, "Employee Benefit and Pension Plans" to the Notes to Consolidated Financial Statements for more information.
|
•
|
identification of the contract, or contracts, with a customer;
|
•
|
identification of the performance obligations in the contract;
|
•
|
determination of the transaction price;
|
•
|
allocation of the transaction price to the performance obligations in the contract; and
|
•
|
recognition of revenue when, or as, we satisfy a performance obligation.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Page
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
109,201
|
|
|
$
|
202,954
|
|
Short-term investments
|
—
|
|
|
26,511
|
|
||
Short-term restricted cash
|
4,339
|
|
|
13,229
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $4,005 in 2019 and $1,821 in 2018
|
349,645
|
|
|
317,115
|
|
||
Inventory
|
340,429
|
|
|
311,888
|
|
||
Prepaid expenses and other current assets
|
139,217
|
|
|
85,400
|
|
||
Total current assets
|
942,831
|
|
|
957,097
|
|
||
Property, plant and equipment, net
|
150,793
|
|
|
342,820
|
|
||
Operating lease right-of-use assets
|
68,081
|
|
|
—
|
|
||
Intangible assets, net
|
170,346
|
|
|
233,119
|
|
||
Goodwill
|
249,848
|
|
|
227,231
|
|
||
Long-term restricted cash
|
19,257
|
|
|
26,154
|
|
||
Other non-current assets
|
27,182
|
|
|
14,849
|
|
||
Total assets
|
$
|
1,628,338
|
|
|
$
|
1,801,270
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
273,397
|
|
|
$
|
191,187
|
|
Accrued expenses and other current liabilities
|
193,168
|
|
|
131,891
|
|
||
Accrued compensation and related benefits
|
92,221
|
|
|
71,152
|
|
||
Short-term debt, net
|
31,673
|
|
|
—
|
|
||
Accrued warranty
|
21,107
|
|
|
20,103
|
|
||
Deferred revenue
|
103,753
|
|
|
88,534
|
|
||
Total current liabilities
|
715,319
|
|
|
502,867
|
|
||
Long-term debt, net
|
323,678
|
|
|
266,929
|
|
||
Long-term financing lease obligation
|
2,394
|
|
|
193,538
|
|
||
Accrued warranty, non-current
|
22,241
|
|
|
20,918
|
|
||
Deferred revenue, non-current
|
36,067
|
|
|
31,768
|
|
||
Deferred tax liability
|
8,700
|
|
|
13,347
|
|
||
Operating lease liabilities
|
64,210
|
|
|
—
|
|
||
Other long-term liabilities
|
69,194
|
|
|
68,082
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
||||
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 in 2019 and 500,000 in 2018
Issued and outstanding shares—181,134 in 2019 and 175,452 in 2018
|
181
|
|
|
175
|
|
||
Additional paid-in capital
|
1,740,884
|
|
|
1,685,916
|
|
||
Accumulated other comprehensive income (loss)
|
(34,639
|
)
|
|
(25,300
|
)
|
||
Accumulated deficit
|
(1,319,891
|
)
|
|
(956,970
|
)
|
||
Total stockholders' equity
|
386,535
|
|
|
703,821
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,628,338
|
|
|
$
|
1,801,270
|
|
|
Years Ended
|
||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Product
|
$
|
1,011,488
|
|
|
$
|
763,555
|
|
|
$
|
610,535
|
|
Services
|
287,377
|
|
|
179,824
|
|
|
130,204
|
|
|||
Total revenue
|
1,298,865
|
|
|
943,379
|
|
|
740,739
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of product
|
735,059
|
|
|
517,765
|
|
|
406,644
|
|
|||
Cost of services
|
146,916
|
|
|
78,353
|
|
|
50,480
|
|
|||
Amortization of intangible assets
|
32,583
|
|
|
23,475
|
|
|
20,474
|
|
|||
Acquisition and integration costs
|
28,449
|
|
|
—
|
|
|
—
|
|
|||
Restructuring and related
|
29,935
|
|
|
2,630
|
|
|
19,141
|
|
|||
Total cost of revenue
|
972,942
|
|
|
622,223
|
|
|
496,739
|
|
|||
Gross profit
|
325,923
|
|
|
321,156
|
|
|
244,000
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
287,977
|
|
|
244,302
|
|
|
224,368
|
|
|||
Sales and marketing
|
151,423
|
|
|
124,238
|
|
|
109,511
|
|
|||
General and administrative
|
126,351
|
|
|
80,957
|
|
|
70,620
|
|
|||
Amortization of intangible assets
|
27,280
|
|
|
29,296
|
|
|
6,160
|
|
|||
Acquisition and integration costs
|
42,271
|
|
|
15,530
|
|
|
322
|
|
|||
Restructuring and related
|
40,851
|
|
|
12,512
|
|
|
16,106
|
|
|||
Total operating expenses
|
676,153
|
|
|
506,835
|
|
|
427,087
|
|
|||
Loss from operations
|
(350,230
|
)
|
|
(185,679
|
)
|
|
(183,087
|
)
|
|||
Other income (expense), net:
|
|
|
|
|
|
||||||
Interest income
|
1,139
|
|
|
2,428
|
|
|
3,328
|
|
|||
Interest expense
|
(31,657
|
)
|
|
(22,049
|
)
|
|
(14,017
|
)
|
|||
Other gain (loss), net
|
(2,907
|
)
|
|
(9,650
|
)
|
|
(2,160
|
)
|
|||
Total other income (expense), net
|
(33,425
|
)
|
|
(29,271
|
)
|
|
(12,849
|
)
|
|||
Loss before income taxes
|
(383,655
|
)
|
|
(214,950
|
)
|
|
(195,936
|
)
|
|||
Provision for/(benefit) from income taxes
|
2,963
|
|
|
(655
|
)
|
|
(1,430
|
)
|
|||
Net loss
|
(386,618
|
)
|
|
(214,295
|
)
|
|
(194,506
|
)
|
|||
Net loss per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(2.16
|
)
|
|
$
|
(1.36
|
)
|
|
$
|
(1.32
|
)
|
Diluted
|
$
|
(2.16
|
)
|
|
$
|
(1.36
|
)
|
|
$
|
(1.32
|
)
|
Weighted average shares used in computing net loss per common share:
|
|
|
|
|
|
||||||
Basic
|
178,984
|
|
|
157,748
|
|
|
147,878
|
|
|||
Diluted
|
178,984
|
|
|
157,748
|
|
|
147,878
|
|
|
Years Ended
|
||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Net loss
|
$
|
(386,618
|
)
|
|
$
|
(214,295
|
)
|
|
$
|
(194,506
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Net unrealized gain (loss) on investments
|
91
|
|
|
327
|
|
|
(209
|
)
|
|||
Foreign currency translation adjustment
|
(9,376
|
)
|
|
(26,483
|
)
|
|
34,787
|
|
|||
Tax effect on items related to available-for-sale investments
|
—
|
|
|
(85
|
)
|
|
—
|
|
|||
Actuarial loss on pension liabilities
|
(54
|
)
|
|
(5,313
|
)
|
|
—
|
|
|||
Net change in accumulated other comprehensive income (loss)
|
(9,339
|
)
|
|
(31,554
|
)
|
|
34,578
|
|
|||
Comprehensive loss
|
$
|
(395,957
|
)
|
|
$
|
(245,849
|
)
|
|
$
|
(159,928
|
)
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total Stockholders' Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at December 31, 2016
|
|
145,021
|
|
|
$
|
145
|
|
|
$
|
1,354,082
|
|
|
$
|
(28,324
|
)
|
|
$
|
(563,575
|
)
|
|
$
|
762,328
|
|
Stock options exercised
|
|
196
|
|
|
—
|
|
|
1,525
|
|
|
—
|
|
|
—
|
|
|
1,525
|
|
|||||
ESPP shares issued
|
|
2,140
|
|
|
2
|
|
|
16,409
|
|
|
—
|
|
|
—
|
|
|
16,411
|
|
|||||
Shares withheld for tax obligations
|
|
(110
|
)
|
|
—
|
|
|
(1,034
|
)
|
|
—
|
|
|
—
|
|
|
(1,034
|
)
|
|||||
Restricted stock units released
|
|
2,224
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
46,063
|
|
|
—
|
|
|
—
|
|
|
46,063
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,578
|
|
|
—
|
|
|
34,578
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(194,506
|
)
|
|
(194,506
|
)
|
|||||
Balance at December 30, 2017
|
|
149,471
|
|
|
$
|
149
|
|
|
$
|
1,417,043
|
|
|
$
|
6,254
|
|
|
$
|
(758,081
|
)
|
|
$
|
665,365
|
|
Stock options exercised
|
|
229
|
|
|
—
|
|
|
1,701
|
|
|
—
|
|
|
—
|
|
|
1,701
|
|
|||||
ESPP shares issued
|
|
2,189
|
|
|
2
|
|
|
15,990
|
|
|
—
|
|
|
—
|
|
|
15,992
|
|
|||||
Shares withheld for tax obligations
|
|
(109
|
)
|
|
—
|
|
|
(1,144
|
)
|
|
—
|
|
|
—
|
|
|
(1,144
|
)
|
|||||
Restricted stock units released
|
|
2,697
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock related to acquisition
|
|
20,975
|
|
|
21
|
|
|
129,607
|
|
|
—
|
|
|
—
|
|
|
129,628
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
42,905
|
|
|
—
|
|
|
—
|
|
|
42,905
|
|
|||||
Conversion option related to convertible senior notes, net of allocated costs
|
|
—
|
|
|
—
|
|
|
128,726
|
|
|
—
|
|
|
—
|
|
|
128,726
|
|
|||||
Capped call
|
|
—
|
|
|
—
|
|
|
(48,909
|
)
|
|
—
|
|
|
—
|
|
|
(48,909
|
)
|
|||||
Cumulative-effect adjustment from adoption of ASU 2016-09
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,406
|
|
|
15,406
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31,554
|
)
|
|
—
|
|
|
(31,554
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214,295
|
)
|
|
(214,295
|
)
|
|||||
Balance at December 29, 2018
|
|
175,452
|
|
|
$
|
175
|
|
|
$
|
1,685,916
|
|
|
$
|
(25,300
|
)
|
|
$
|
(956,970
|
)
|
|
$
|
703,821
|
|
ESPP shares issued
|
|
2,897
|
|
|
3
|
|
|
12,049
|
|
|
—
|
|
|
—
|
|
|
12,052
|
|
|||||
Shares withheld for tax obligations
|
|
(98
|
)
|
|
—
|
|
|
(425
|
)
|
|
—
|
|
|
—
|
|
|
(425
|
)
|
|||||
Restricted stock units released
|
|
2,883
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
43,347
|
|
|
—
|
|
|
—
|
|
|
43,347
|
|
|||||
Cumulative-effect adjustment from adoption of Topic 842
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,697
|
|
|
23,697
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,339
|
)
|
|
—
|
|
|
(9,339
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(386,618
|
)
|
|
(386,618
|
)
|
|||||
Balance at December 28, 2019
|
|
181,134
|
|
|
$
|
181
|
|
|
$
|
1,740,884
|
|
|
$
|
(34,639
|
)
|
|
$
|
(1,319,891
|
)
|
|
$
|
386,535
|
|
|
Years Ended
|
||||||||||
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(386,618
|
)
|
|
$
|
(214,295
|
)
|
|
$
|
(194,506
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
119,824
|
|
|
100,494
|
|
|
65,997
|
|
|||
Non-cash restructuring and other related
|
13,937
|
|
|
7,291
|
|
|
29,237
|
|
|||
Amortization of debt discount and issuance costs
|
19,162
|
|
|
11,161
|
|
|
11,342
|
|
|||
Interest accretion related to financing lease obligation
|
—
|
|
|
4,694
|
|
|
—
|
|
|||
Operating lease expense
|
31,141
|
|
|
—
|
|
|
—
|
|
|||
Impairment of non-marketable equity investment
|
—
|
|
|
5,110
|
|
|
1,890
|
|
|||
Stock-based compensation expense
|
43,294
|
|
|
43,410
|
|
|
45,720
|
|
|||
Other, net
|
178
|
|
|
254
|
|
|
755
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(35,395
|
)
|
|
(21,111
|
)
|
|
25,849
|
|
|||
Inventory
|
(42,840
|
)
|
|
(8,617
|
)
|
|
2,727
|
|
|||
Prepaid expenses and other assets
|
(93,621
|
)
|
|
(13,458
|
)
|
|
(8,194
|
)
|
|||
Accounts payable
|
83,272
|
|
|
(520
|
)
|
|
(4,763
|
)
|
|||
Accrued liabilities and other expenses
|
54,658
|
|
|
(21,490
|
)
|
|
(14,395
|
)
|
|||
Deferred revenue
|
25,658
|
|
|
7,994
|
|
|
16,416
|
|
|||
Net cash used in operating activities
|
(167,350
|
)
|
|
(99,083
|
)
|
|
(21,925
|
)
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Purchase of available-for-sale investments
|
—
|
|
|
(2,986
|
)
|
|
(160,215
|
)
|
|||
Proceeds from sales of available-for-sale investments
|
1,499
|
|
|
53,039
|
|
|
10,531
|
|
|||
Proceeds from maturities of investments
|
25,085
|
|
|
102,112
|
|
|
152,876
|
|
|||
Acquisition of business, net of cash acquired
|
(10,000
|
)
|
|
(102,899
|
)
|
|
—
|
|
|||
Proceeds from sale of non-marketable equity investments
|
1,009
|
|
|
1,050
|
|
|
—
|
|
|||
Purchase of property and equipment, net
|
(30,202
|
)
|
|
(37,692
|
)
|
|
(58,041
|
)
|
|||
Net cash provided by (used in) investing activities
|
(12,609
|
)
|
|
12,624
|
|
|
(54,849
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of 2024 Notes
|
—
|
|
|
391,431
|
|
|
—
|
|
|||
Proceeds from mortgage payable
|
8,584
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from short-term borrowings
|
24,310
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from revolving line of credit
|
48,125
|
|
|
—
|
|
|
—
|
|
|||
Purchase of capped call transactions
|
—
|
|
|
(48,880
|
)
|
|
—
|
|
|||
Repayment of revolving line of credit
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of mortgage payable
|
(300
|
)
|
|
(150,000
|
)
|
|
—
|
|
|||
Payment of debt issuance cost
|
(273
|
)
|
|
—
|
|
|
—
|
|
|||
Principal payments on financing lease obligations
|
(163
|
)
|
|
(1,211
|
)
|
|
—
|
|
|||
Acquisition of non-controlling interest
|
—
|
|
|
—
|
|
|
(471
|
)
|
|||
Proceeds from issuance of common stock
|
12,053
|
|
|
17,693
|
|
|
17,991
|
|
|||
Minimum tax withholding paid on behalf of employees for net share settlement
|
(426
|
)
|
|
(1,144
|
)
|
|
(1,034
|
)
|
|||
Net cash provided by financing activities
|
71,910
|
|
|
207,889
|
|
|
16,486
|
|
|||
Effect of exchange rate changes on cash
|
(1,491
|
)
|
|
(579
|
)
|
|
4,194
|
|
|||
Net change in cash and cash equivalents
|
(109,540
|
)
|
|
120,851
|
|
|
(56,094
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
242,337
|
|
|
121,486
|
|
|
177,580
|
|
|||
Cash, cash equivalents and restricted cash at end of period(1)
|
$
|
132,797
|
|
|
$
|
242,337
|
|
|
$
|
121,486
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for income taxes, net of refunds
|
$
|
16,944
|
|
|
$
|
6,692
|
|
|
$
|
5,690
|
|
Cash paid for interest
|
$
|
9,564
|
|
|
$
|
3,554
|
|
|
$
|
2,639
|
|
Supplemental schedule of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Transfer of inventory to fixed assets
|
$
|
2,961
|
|
|
$
|
3,787
|
|
|
$
|
4,950
|
|
Common stock issued in connection with acquisition
|
$
|
—
|
|
|
$
|
129,628
|
|
|
$
|
—
|
|
Third-party manufacturer funding for transfer expenses incurred
|
$
|
6,960
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unpaid debt issuance cost
|
$
|
2,493
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 29, 2019
|
|
December 29, 2018
|
|
December 30, 2017
|
||||||
|
|
|
|
|
|
||||||
|
(In thousands)
|
||||||||||
Cash and cash equivalents
|
$
|
109,201
|
|
|
$
|
202,954
|
|
|
$
|
116,345
|
|
Short-term restricted cash
|
4,339
|
|
|
13,229
|
|
|
544
|
|
|||
Long-term restricted cash
|
19,257
|
|
|
26,154
|
|
|
4,597
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
132,797
|
|
|
$
|
242,337
|
|
|
$
|
121,486
|
|
•
|
identification of the contract, or contracts, with a customer;
|
•
|
identification of the performance obligations in the contract;
|
•
|
determination of the transaction price;
|
•
|
allocation of the transaction price to the performance obligations in the contract; and
|
•
|
recognition of revenue when, or as, the Company satisfies a performance obligation.
|
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.
|
|
Estimated Useful Lives
|
Building
|
20 to 41 years
|
Laboratory and manufacturing equipment
|
1.5 to 10 years
|
Furniture and fixtures
|
3 to 10 years
|
Computer hardware and software
|
1.5 to 7 years
|
Leasehold and building improvements
|
1 to 11 years
|
|
|
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
|
|
|
|
|
||
2020
|
|
$
|
24,717
|
|
2021
|
|
18,265
|
|
|
2022
|
|
15,488
|
|
|
2023
|
|
12,208
|
|
|
2024
|
|
10,212
|
|
|
Thereafter
|
|
36,124
|
|
|
Total lease payments
|
|
$
|
117,014
|
|
Less: interest(1)
|
|
34,698
|
|
|
Present value of lease liabilities
|
|
$
|
82,316
|
|
Weighted average remaining lease term
|
|
7.38
|
|
|
Weighted average discount rate
|
|
9.10
|
%
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
$
|
27,027
|
|
Operating cash flow from operating leases
|
|
|
||
Leased assets obtained in exchange for new operating lease liabilities
|
|
$
|
21,847
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating lease payments
|
$
|
18,352
|
|
|
$
|
14,047
|
|
|
$
|
7,888
|
|
|
$
|
5,926
|
|
|
$
|
4,905
|
|
|
$
|
18,303
|
|
|
$
|
69,421
|
|
|
|
|
||
2020
|
|
$
|
1,563
|
|
2021
|
|
1,204
|
|
|
2022
|
|
936
|
|
|
2023
|
|
406
|
|
|
Thereafter
|
|
—
|
|
|
Total lease payments
|
|
$
|
4,109
|
|
Less: interest
|
|
335
|
|
|
Present value of lease liabilities
|
|
$
|
3,774
|
|
Weighted average remaining lease term
|
|
3.03
|
|
|
Weighted average discount rate
|
|
7.00
|
%
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
$
|
163
|
|
Operating cash flow from operating leases
|
|
|
||
Leased assets obtained in exchange for new finance lease liabilities
|
|
$
|
4,258
|
|
|
|
Years Ended
|
||||||||||
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017(1)
|
||||||
Product
|
|
$
|
1,011,488
|
|
|
$
|
763,555
|
|
|
$
|
610,535
|
|
Services
|
|
287,377
|
|
|
179,824
|
|
|
130,204
|
|
|||
Total revenue
|
|
$
|
1,298,865
|
|
|
$
|
943,379
|
|
|
$
|
740,739
|
|
(1)
|
Prior period amounts have not been adjusted under the modified retrospective method of adopting Topic 606.
|
|
|
Years Ended
|
||||||||||
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017(1)
|
||||||
United States
|
|
$
|
628,075
|
|
|
$
|
476,784
|
|
|
$
|
428,592
|
|
Other Americas
|
|
93,251
|
|
|
44,581
|
|
|
20,070
|
|
|||
Europe, Middle East and Africa
|
|
418,333
|
|
|
309,989
|
|
|
234,972
|
|
|||
Asia Pacific
|
|
159,206
|
|
|
112,025
|
|
|
57,105
|
|
|||
Total revenue
|
|
$
|
1,298,865
|
|
|
$
|
943,379
|
|
|
$
|
740,739
|
|
|
|
Years Ended
|
||||||||||
|
|
December 28, 2019
|
|
December 29, 2018
|
|
December 30, 2017(1)
|
||||||
Direct
|
|
$
|
1,032,527
|
|
|
$
|
838,931
|
|
|
$
|
693,472
|
|
Indirect
|
|
266,338
|
|
|
104,448
|
|
|
47,267
|
|
|||
Total revenue
|
|
$
|
1,298,865
|
|
|
$
|
943,379
|
|
|
$
|
740,739
|
|
(1)
|
Prior period amounts have not been adjusted under the modified retrospective method of adopting Topic 606.
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Accounts receivable, net
|
$
|
349,645
|
|
|
$
|
317,115
|
|
Contract assets
|
$
|
22,814
|
|
|
$
|
24,981
|
|
Deferred revenue
|
$
|
139,820
|
|
|
$
|
120,302
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Revenue expected to be recognized in the future as of December 28, 2019
|
|
$
|
488,149
|
|
|
$
|
37,579
|
|
|
$
|
12,449
|
|
|
$
|
6,361
|
|
|
$
|
1,596
|
|
|
$
|
811
|
|
|
$
|
546,945
|
|
|
Year Ended December 29, 2018
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
Balances Without Adoption of Topic 606
|
||||||
Income Statement
|
|
|
|
|
|
||||||
Revenue
|
|
|
|
|
|
||||||
Product
|
$
|
763,555
|
|
|
$
|
(10,680
|
)
|
|
$
|
752,875
|
|
Services
|
179,824
|
|
|
3,946
|
|
|
183,770
|
|
|||
|
$
|
943,379
|
|
|
$
|
(6,734
|
)
|
|
$
|
936,645
|
|
Costs and expenses
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
622,223
|
|
|
$
|
1,687
|
|
|
$
|
623,910
|
|
Net loss
|
$
|
(214,295
|
)
|
|
$
|
(8,421
|
)
|
|
$
|
(222,716
|
)
|
Net loss per share - basic and diluted
|
$
|
(1.36
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(1.41
|
)
|
|
As of December 28, 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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,347
|
|
|
$
|
—
|
|
|
$
|
10,347
|
|
Corporate bonds
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,512
|
|
|
23,512
|
|
||||||
U.S. agency notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,999
|
|
|
2,999
|
|
||||||
U.S. treasuries
|
—
|
|
|
—
|
|
|
—
|
|
|
23,987
|
|
|
—
|
|
|
23,987
|
|
||||||
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,334
|
|
|
$
|
26,511
|
|
|
$
|
60,845
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency exchange forward contracts
|
$
|
—
|
|
|
$
|
(159
|
)
|
|
$
|
(159
|
)
|
|
$
|
—
|
|
|
$
|
(91
|
)
|
|
$
|
(91
|
)
|
|
December 28, 2019
|
||||||||||||||
|
Adjusted
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Cash
|
$
|
109,201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109,201
|
|
Total cash
|
$
|
109,201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109,201
|
|
|
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
|
|
U.S. agency notes
|
3,000
|
|
|
—
|
|
|
(1
|
)
|
|
2,999
|
|
||||
Corporate bonds
|
23,603
|
|
|
—
|
|
|
(91
|
)
|
|
23,512
|
|
||||
Total short-term investments
|
$
|
26,603
|
|
|
$
|
—
|
|
|
$
|
(92
|
)
|
|
$
|
26,511
|
|
Total cash, cash equivalents and investments
|
$
|
229,556
|
|
|
$
|
1
|
|
|
$
|
(92
|
)
|
|
$
|
229,465
|
|
|
As of December 28, 2019
|
|
As of December 29, 2018
|
||||||||||||||||||||
|
Gross
Notional(1)
|
|
Prepaid Expenses and Other Assets
|
|
Other
Accrued
Liabilities
|
|
Gross
Notional(1)
|
|
Prepaid Expenses and Other Assets
|
|
Other
Accrued
Liabilities
|
||||||||||||
Foreign currency exchange forward contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Related to euro denominated receivables
|
$
|
27,566
|
|
|
$
|
—
|
|
|
$
|
(159
|
)
|
|
$
|
40,068
|
|
|
$
|
—
|
|
|
$
|
(52
|
)
|
Related to British pound denominated receivables
|
—
|
|
|
—
|
|
|
—
|
|
|
6,412
|
|
|
—
|
|
|
(38
|
)
|
||||||
Related to euro denominated restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
240
|
|
|
—
|
|
|
(1
|
)
|
||||||
Total
|
$
|
27,566
|
|
|
$
|
—
|
|
|
$
|
(159
|
)
|
|
$
|
46,720
|
|
|
$
|
—
|
|
|
$
|
(91
|
)
|
(1)
|
Represents the face amounts of forward contracts that were outstanding as of the period noted.
|
Cash
|
$
|
154,192
|
|
Equity consideration(1)
|
129,628
|
|
|
Total
|
$
|
283,820
|
|
(1)
|
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 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
|
|
|
(2,153
|
)
|
|
168,313
|
|
|||
Inventory
|
96,067
|
|
|
(10,433
|
)
|
|
85,634
|
|
|||
Property, plant and equipment, net
|
217,991
|
|
|
—
|
|
|
217,991
|
|
|||
Other assets
|
39,145
|
|
|
(5,083
|
)
|
|
34,062
|
|
|||
Intangible assets, net
|
200,700
|
|
|
—
|
|
|
200,700
|
|
|||
Goodwill
|
48,235
|
|
|
30,916
|
|
|
79,151
|
|
|||
Financing lease obligation
|
(194,700
|
)
|
|
—
|
|
|
(194,700
|
)
|
|||
Deferred revenue
|
(43,502
|
)
|
|
5,264
|
|
|
(38,238
|
)
|
|||
Other liabilities
|
(291,874
|
)
|
|
(18,511
|
)
|
|
(310,385
|
)
|
|||
Total net assets
|
$
|
283,820
|
|
|
$
|
—
|
|
|
$
|
283,820
|
|
|
|
Fair Value
|
|
Estimated Useful Life (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
|
|
Foreign currency translation adjustments
|
(8,299
|
)
|
|
Measurement period adjustments
|
30,916
|
|
|
Balance as of December 28, 2019
|
$
|
249,848
|
|
|
December 28, 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
|
|
|
$
|
(1,000
|
)
|
|
$
|
—
|
|
|
NMF*
|
Customer relationships and backlog
|
155,942
|
|
|
(68,119
|
)
|
|
87,823
|
|
|
5.8
|
|||
Developed technology
|
179,593
|
|
|
(97,070
|
)
|
|
82,523
|
|
|
3.5
|
|||
Total intangible assets
|
$
|
336,535
|
|
|
$
|
(166,189
|
)
|
|
$
|
170,346
|
|
|
|
|
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 and backlog
|
158,110
|
|
|
(42,478
|
)
|
|
115,632
|
|
|
6.5
|
|||
Developed technology
|
166,355
|
|
|
(67,368
|
)
|
|
98,987
|
|
|
3.8
|
|||
Total intangible assets with finite lives
|
$
|
325,465
|
|
|
$
|
(110,096
|
)
|
|
$
|
215,369
|
|
|
|
Acquired in-process technology
|
17,750
|
|
|
—
|
|
|
17,750
|
|
|
|
|||
Total intangible assets
|
$
|
343,215
|
|
|
$
|
(110,096
|
)
|
|
$
|
233,119
|
|
|
|
|
|
|
Fiscal Years
|
||||||||||||||||||||
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024 and Thereafter
|
||||||||||||
Total future amortization expense
|
$
|
170,346
|
|
|
$
|
47,681
|
|
|
$
|
35,275
|
|
|
$
|
32,755
|
|
|
$
|
26,876
|
|
|
$
|
27,759
|
|
|
December 28,
2019
|
|
December 29,
2018
|
||||
Inventory:
|
|
|
|
||||
Raw materials
|
$
|
47,474
|
|
|
$
|
74,435
|
|
Work in process
|
48,842
|
|
|
57,232
|
|
||
Finished goods
|
244,113
|
|
|
180,221
|
|
||
Total
|
$
|
340,429
|
|
|
$
|
311,888
|
|
Property, plant and equipment, net:
|
|
|
|
||||
Computer hardware
|
$
|
36,086
|
|
|
$
|
15,633
|
|
Computer software(1)
|
45,428
|
|
|
40,923
|
|
||
Laboratory and manufacturing equipment(2)
|
313,081
|
|
|
304,889
|
|
||
Land and building
|
12,349
|
|
|
187,184
|
|
||
Furniture and fixtures
|
2,845
|
|
|
2,587
|
|
||
Leasehold and building improvements(3)
|
52,263
|
|
|
46,038
|
|
||
Construction in progress
|
27,946
|
|
|
32,997
|
|
||
Subtotal
|
$
|
489,998
|
|
|
$
|
630,251
|
|
Less accumulated depreciation and amortization(4)
|
(339,205
|
)
|
|
(287,431
|
)
|
||
Total
|
$
|
150,793
|
|
|
$
|
342,820
|
|
Accrued expenses:
|
|
|
|
||||
Loss contingency related to non-cancelable purchase commitments
|
$
|
24,812
|
|
|
$
|
26,042
|
|
Professional and other consulting fees
|
12,296
|
|
|
10,442
|
|
||
Taxes payable
|
65,815
|
|
|
23,249
|
|
||
Accrued rebate and customer prepay liability
|
4,390
|
|
|
14,301
|
|
||
Restructuring accrual
|
26,076
|
|
|
13,097
|
|
||
Acquisition-related funds in escrow
|
—
|
|
|
10,000
|
|
||
Short-term financing lease obligation
|
1,380
|
|
|
4,718
|
|
||
Short-term operating lease liability
|
18,106
|
|
|
—
|
|
||
Other accrued expenses and other current liabilities
|
40,293
|
|
|
30,042
|
|
||
Total accrued expenses
|
$
|
193,168
|
|
|
$
|
131,891
|
|
(1)
|
Included in computer software at December 28, 2019 and December 29, 2018 were $23.3 million and $13.1 million, respectively, related to enterprise resource planning (“ERP”) systems that the Company implemented. The unamortized ERP costs at December 28, 2019 and December 29, 2018 were $11.3 million and $3.9 million, respectively.
|
(2)
|
Included in laboratory and manufacturing equipment at December 28, 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, net. As of December 28, 2019, $1 million was included in accrued expenses and other current liabilities and $1.0 million as long term finance lease obligation.
|
(3)
|
Included in leasehold improvements at December 28, 2019 was equipment finance lease entered by the Company for a term of five years with an option to purchase at the end of five year term. The finance lease was recorded at $2.3 million using a discount rate of 5% and was included in property, plant and equipment, net. As of December 28, 2019, $0.4 million was included in accrued expenses and other current liabilities and $1.3 million as long term finance lease obligation.
|
(4)
|
Depreciation expense was $60.0 million, $47.7 million and $39.4 million (which includes depreciation of capitalized ERP costs of $2.4 million, $2.2 million and $1.7 million, respectively) for 2019, 2018 and 2017, respectively.
|
|
Year Ended
|
|||||||
|
December 28, 2019
|
|||||||
|
Cost of Revenue
|
|
Operating Expenses
|
|||||
Severance and related expenses
|
$
|
26,576
|
|
|
$
|
25,303
|
|
|
Lease related impairment charges
|
1,158
|
|
|
14,703
|
|
|||
Asset impairment
|
2,201
|
|
|
7
|
|
|||
Others
|
—
|
|
|
838
|
|
|||
Total
|
$
|
29,935
|
|
|
$
|
40,851
|
|
|
Year Ended
|
|||||||
|
December 29, 2018
|
|||||||
|
Cost of Revenue
|
|
Operating Expenses
|
|||||
Severance and related expenses
|
$
|
2,630
|
|
|
$
|
10,413
|
|
|
Lease related impairment charges
|
—
|
|
|
(544
|
)
|
|||
Asset impairment
|
—
|
|
|
2,643
|
|
|||
Total
|
$
|
2,630
|
|
|
$
|
12,512
|
|
|
December 29, 2018
|
|
Assumed Liabilities from the Acquisition
|
|
Charges
|
|
Cash
|
|
Other
and Non-cash Settlements
|
|
December 28, 2019
|
|||||||||||||
Severance and related expenses
|
$
|
19,842
|
|
|
—
|
|
|
51,879
|
|
|
$
|
(43,136
|
)
|
|
$
|
(20
|
)
|
|
$
|
28,565
|
|
|||
Lease related impairment charges
|
4,266
|
|
|
—
|
|
|
15,861
|
|
|
(8,418
|
)
|
|
(11,709
|
)
|
|
—
|
|
|||||||
Asset impairment
|
243
|
|
|
—
|
|
|
2,208
|
|
|
(243
|
)
|
|
(2,208
|
)
|
|
—
|
|
|||||||
Others
|
—
|
|
|
—
|
|
|
838
|
|
|
—
|
|
|
—
|
|
|
838
|
|
|||||||
Total
|
$
|
24,351
|
|
|
$
|
—
|
|
|
$
|
70,786
|
|
|
$
|
(51,797
|
)
|
|
$
|
(13,937
|
)
|
|
$
|
29,403
|
|
|
|
Unrealized Gain (Loss) on Available-for-Sale Securities
|
|
Foreign Currency Translation
|
|
Accumulated Tax Effect
|
|
Actuarial Gain (Loss) on Pension
|
|
Total
|
||||||||||
Balance at December 31, 2016
|
|
$
|
(209
|
)
|
|
$
|
(27,236
|
)
|
|
$
|
(879
|
)
|
|
$
|
—
|
|
|
$
|
(28,324
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(209
|
)
|
|
34,787
|
|
|
—
|
|
|
—
|
|
|
34,578
|
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net current-period other comprehensive income (loss)
|
|
(209
|
)
|
|
34,787
|
|
|
—
|
|
|
—
|
|
|
34,578
|
|
|||||
Balance at December 30, 2017
|
|
$
|
(418
|
)
|
|
$
|
7,551
|
|
|
$
|
(879
|
)
|
|
$
|
—
|
|
|
$
|
6,254
|
|
Other comprehensive income (loss) before reclassifications
|
|
327
|
|
|
(26,483
|
)
|
|
(85
|
)
|
|
(5,547
|
)
|
|
(31,788
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234
|
|
|
234
|
|
|||||
Net current-period other comprehensive income (loss)
|
|
327
|
|
|
(26,483
|
)
|
|
(85
|
)
|
|
(5,313
|
)
|
|
(31,554
|
)
|
|||||
Balance at December 29, 2018
|
|
$
|
(91
|
)
|
|
$
|
(18,932
|
)
|
|
$
|
(964
|
)
|
|
$
|
(5,313
|
)
|
|
$
|
(25,300
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
91
|
|
|
(9,376
|
)
|
|
—
|
|
|
(1,692
|
)
|
|
(10,977
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,638
|
|
|
1,638
|
|
|||||
Net current-period other comprehensive income (loss)
|
|
91
|
|
|
(9,376
|
)
|
|
—
|
|
|
(54
|
)
|
|
(9,339
|
)
|
|||||
Balance at December 28, 2019
|
|
$
|
—
|
|
|
$
|
(28,308
|
)
|
|
$
|
(964
|
)
|
|
$
|
(5,367
|
)
|
|
$
|
(34,639
|
)
|
|
Years Ended
|
||||||||||
|
December 28,
2019
|
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Net loss
|
$
|
(386,618
|
)
|
|
$
|
(214,295
|
)
|
|
$
|
(194,506
|
)
|
Weighted average common shares outstanding - basic and diluted
|
178,984
|
|
|
157,748
|
|
|
147,878
|
|
|||
Net loss per common share - basic and diluted
|
$
|
(2.16
|
)
|
|
$
|
(1.36
|
)
|
|
$
|
(1.32
|
)
|
|
As of
|
|||||||
|
December 28,
2019
|
|
December 29,
2018 |
|
December 30,
2017 |
|||
Stock options outstanding
|
873
|
|
|
1,134
|
|
|
1,461
|
|
Restricted stock units
|
11,776
|
|
|
7,792
|
|
|
6,856
|
|
Performance stock units
|
2,389
|
|
|
1,284
|
|
|
1,420
|
|
Employee stock purchase plan shares
|
569
|
|
|
940
|
|
|
810
|
|
Total
|
15,607
|
|
|
11,150
|
|
|
10,547
|
|
•
|
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.
|
|
December 28, 2019
|
|
December 29, 2018
|
||||
Principal
|
$
|
402,500
|
|
|
$
|
402,500
|
|
Unamortized discount (1)
|
(109,652
|
)
|
|
(127,264
|
)
|
||
Unamortized issuance cost (1)
|
(7,158
|
)
|
|
(8,307
|
)
|
||
Net carrying amount
|
$
|
285,690
|
|
|
$
|
266,929
|
|
(1)
|
Unamortized debt conversion discount and issuance costs will be amortized over the remaining life of the 2024 Notes, which is approximately 57 months.
|
|
Year Ended
|
||||||
|
December 28, 2019
|
|
December 29, 2018
|
||||
Contractual interest expense
|
$
|
8,553
|
|
|
$
|
2,613
|
|
Amortization of debt issuance costs
|
1,149
|
|
|
373
|
|
||
Amortization of debt discount
|
17,612
|
|
|
5,716
|
|
||
Total interest expense
|
$
|
27,314
|
|
|
$
|
8,702
|
|
|
Year ended
|
||
|
December 29, 2018
|
||
Contractual interest expense
|
$
|
1,094
|
|
Amortization of debt issuance costs
|
402
|
|
|
Amortization of debt discount
|
4,671
|
|
|
Total interest expense
|
$
|
6,167
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating lease payments
|
$
|
24,717
|
|
|
$
|
18,265
|
|
|
$
|
15,488
|
|
|
$
|
12,208
|
|
|
$
|
10,212
|
|
|
$
|
36,124
|
|
|
$
|
117,014
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Financing lease obligations
|
$
|
1,563
|
|
|
$
|
1,204
|
|
|
$
|
936
|
|
|
$
|
406
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,109
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Purchase obligations
|
$
|
255,427
|
|
|
$
|
1,553
|
|
|
$
|
1,154
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
258,177
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Convertible senior notes, including interest
|
$
|
8,553
|
|
|
$
|
8,553
|
|
|
$
|
8,553
|
|
|
$
|
8,553
|
|
|
$
|
411,053
|
|
|
$
|
—
|
|
|
$
|
445,265
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Mortgage payable, including interest
|
$
|
841
|
|
|
$
|
842
|
|
|
$
|
841
|
|
|
$
|
841
|
|
|
$
|
6,725
|
|
|
$
|
—
|
|
|
$
|
10,090
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Finance assistance agreement
|
$
|
31,809
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,809
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total
|
||||||||||||||
Asset backed loan
|
$
|
525
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,000
|
|
|
$
|
—
|
|
|
$
|
30,525
|
|
|
December 28,
2019
|
|
December 29,
2018
|
||||
Beginning balance
|
$
|
41,021
|
|
|
$
|
30,909
|
|
Charges to operations
|
23,874
|
|
|
28,685
|
|
||
Utilization
|
(25,070
|
)
|
|
(18,028
|
)
|
||
Change in estimate(1)
|
3,523
|
|
|
(545
|
)
|
||
Balance at the end of the period
|
$
|
43,348
|
|
|
$
|
41,021
|
|
(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. As the Company's products mature over time, failure rates and repair costs generally decline leading to favorable changes in warranty reserves.
|
|
December 28, 2019
|
|
Outstanding stock options and awards
|
14,835
|
|
Reserved for future option and award grants
|
8,149
|
|
Reserved for future ESPP
|
12,438
|
|
Total common stock reserved for stock options and awards
|
35,422
|
|
|
Number of
Options
|
|
Weighted-Average
Exercise Price
Per Share
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2016
|
1,655
|
|
|
$
|
8.30
|
|
|
$
|
965
|
|
Options granted
|
—
|
|
|
$
|
—
|
|
|
|
||
Options exercised
|
(196
|
)
|
|
$
|
7.78
|
|
|
$
|
373
|
|
Options canceled
|
(62
|
)
|
|
$
|
14.11
|
|
|
|
||
Outstanding at December 30, 2017
|
1,397
|
|
|
$
|
8.11
|
|
|
$
|
1
|
|
Options granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Options exercised
|
(229
|
)
|
|
$
|
7.43
|
|
|
$
|
496
|
|
Options canceled
|
(53
|
)
|
|
$
|
11.57
|
|
|
|
|
|
Outstanding at December 29, 2018
|
1,115
|
|
|
$
|
8.09
|
|
|
$
|
—
|
|
Options granted
|
—
|
|
|
$
|
—
|
|
|
|
||
Options exercised
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Options canceled
|
(385
|
)
|
|
$
|
7.47
|
|
|
|
||
Outstanding at December 28, 2019
|
730
|
|
|
$
|
8.41
|
|
|
$
|
—
|
|
Exercisable at December 28, 2019
|
730
|
|
|
$
|
8.41
|
|
|
$
|
—
|
|
|
Number of
Restricted
Stock Units
|
|
Weighted-Average
Grant Date
Fair Value
Per Share
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2016
|
5,293
|
|
|
$
|
14.10
|
|
|
$
|
44,939
|
|
RSUs granted
|
4,281
|
|
|
$
|
9.66
|
|
|
|
||
RSUs released
|
(2,198
|
)
|
|
$
|
13.56
|
|
|
$
|
20,791
|
|
RSUs canceled
|
(585
|
)
|
|
$
|
13.24
|
|
|
|
||
Outstanding at December 30, 2017
|
6,791
|
|
|
$
|
11.55
|
|
|
$
|
42,988
|
|
RSUs granted
|
3,756
|
|
|
$
|
10.52
|
|
|
|
|
|
RSUs released
|
(2,642
|
)
|
|
$
|
12.12
|
|
|
$
|
26,457
|
|
RSUs canceled
|
(1,159
|
)
|
|
$
|
11.12
|
|
|
|
|
|
Outstanding at December 29, 2018
|
6,746
|
|
|
$
|
10.83
|
|
|
$
|
26,446
|
|
RSUs granted
|
8,950
|
|
|
$
|
4.36
|
|
|
|
|
|
RSUs released
|
(2,784
|
)
|
|
$
|
10.48
|
|
|
$
|
12,901
|
|
RSUs canceled
|
(1,312
|
)
|
|
$
|
8.37
|
|
|
|
||
Outstanding at December 28, 2019
|
11,600
|
|
|
$
|
6.20
|
|
|
$
|
90,254
|
|
|
Number of
Performance
Stock Units
|
|
Weighted-Average
Grant Date
Fair Value Per Share
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2016
|
904
|
|
|
$
|
14.13
|
|
|
$
|
7,672
|
|
PSUs granted
|
916
|
|
|
$
|
10.88
|
|
|
|
||
PSUs released
|
(26
|
)
|
|
$
|
11.83
|
|
|
$
|
225
|
|
PSUs canceled
|
(427
|
)
|
|
$
|
12.20
|
|
|
|
||
Outstanding at December 30, 2017
|
1,367
|
|
|
$
|
16.28
|
|
|
$
|
8,651
|
|
PSUs granted
|
521
|
|
|
$
|
9.79
|
|
|
|
|
|
PSUs released
|
(55
|
)
|
|
$
|
15.93
|
|
|
$
|
411
|
|
PSUs canceled
|
(704
|
)
|
|
$
|
16.01
|
|
|
|
|
|
Outstanding at December 29, 2018
|
1,129
|
|
|
$
|
16.10
|
|
|
$
|
4,425
|
|
PSUs granted
|
2,202
|
|
|
$
|
4.63
|
|
|
|
|
|
PSUs released
|
(99
|
)
|
|
$
|
11.11
|
|
|
$
|
472
|
|
PSUs canceled
|
(727
|
)
|
|
$
|
14.42
|
|
|
|
||
Outstanding at December 28, 2019
|
2,505
|
|
|
$
|
6.48
|
|
|
$
|
19,485
|
|
Expected to vest as of December 28, 2019
|
2,392
|
|
|
|
|
$
|
18,613
|
|
|
Unrecognized
Compensation
Expense, Net
|
|
Weighted-
Average Period
(in years)
|
||
RSUs
|
$
|
50,418
|
|
|
2.10
|
PSUs
|
$
|
7,458
|
|
|
1.99
|
|
|
Options Outstanding
|
|
Vested and Exercisable
Options
|
||||||||||||
Exercise Price
|
|
Number of
Shares
|
|
Weighted-
Average
Remaining
Contractual Life
|
|
Weighted-
Average
Exercise
Price
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
||||||
|
|
(In thousands)
|
|
(In years)
|
|
|
|
(In thousands)
|
|
|
||||||
$6.99 - $ 7.25
|
|
48
|
|
|
1.40
|
|
$
|
7.03
|
|
|
48
|
|
|
$
|
7.03
|
|
$ 7.53
|
|
35
|
|
|
1.34
|
|
$
|
7.53
|
|
|
35
|
|
|
$
|
7.53
|
|
$ 8.01
|
|
93
|
|
|
0.87
|
|
$
|
8.01
|
|
|
93
|
|
|
$
|
8.01
|
|
$ 8.58
|
|
485
|
|
|
1.05
|
|
$
|
8.58
|
|
|
485
|
|
|
$
|
8.58
|
|
$9.02 - $9.28
|
|
69
|
|
|
0.01
|
|
$
|
9.19
|
|
|
69
|
|
|
$
|
9.19
|
|
|
|
730
|
|
|
|
|
|
|
|
730
|
|
|
|
|
|
Years Ended
|
||||
|
December 28,
2019
|
|
December 29,
2018
|
|
December 30,
2017 |
Volatility
|
70% - 72%
|
|
48% - 62%
|
|
47% - 51%
|
Risk-free interest rate
|
1.76% - 2.48%
|
|
1.90% - 2.31%
|
|
0.81% - 1.16%
|
Expected life
|
0.5 years
|
|
0.5 years
|
|
0.5 years
|
Estimated fair value
|
$1.64 - $1.77
|
|
$2.47 - $3.13
|
|
$2.44 - $3.46
|
|
Years Ended
|
||||||||||
|
December 28,
2019
|
|
December 29,
2018
|
|
December 30,
2017 |
||||||
Stock-based compensation expense
|
$
|
4,873
|
|
|
$
|
5,478
|
|
|
$
|
6,049
|
|
Employee contributions
|
$
|
12,052
|
|
|
$
|
15,992
|
|
|
$
|
16,410
|
|
Shares purchased
|
2,897
|
|
|
2,189
|
|
|
2,140
|
|
|
2018
|
|
2017
|
Index volatility
|
33%
|
|
33% - 34%
|
Infinera volatility
|
58% - 59%
|
|
55% - 56%
|
Risk-free interest rate
|
2.37% - 2.40%
|
|
1.41% - 1.63%
|
Correlation with index
|
0.04 - 0.48
|
|
0.10 - 0.49
|
Estimated fair value
|
$14.99 - $19.46
|
|
$15.23 - $17.35
|
|
2019
|
Index volatility
|
N/A
|
Infinera volatility
|
64% - 68%
|
Risk-free interest rate
|
2.17% - 2.48%
|
Correlation with index/index component
|
N/A
|
Estimated fair value
|
$2.08 - $2.89
|
|
|
|
|
Grant Year
|
|||||||||||
|
|
Total Number of Performance Stock Units
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|||||
Outstanding at December 29, 2018
|
|
1,129
|
|
|
156
|
|
|
481
|
|
|
492
|
|
|
—
|
|
PSUs granted
|
|
2,202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,202
|
|
PSUs released
|
|
(99
|
)
|
|
—
|
|
|
(26
|
)
|
|
(25
|
)
|
|
(48
|
)
|
PSUs canceled
|
|
(727
|
)
|
|
(156
|
)
|
|
(256
|
)
|
|
(197
|
)
|
|
(118
|
)
|
Outstanding at December 28, 2019
|
|
2,505
|
|
|
—
|
|
|
199
|
|
|
270
|
|
|
2,036
|
|
|
Years Ended
|
||||||||||
|
December 28,
2019
|
|
December 29,
2018 |
|
December 30,
2017 |
||||||
Stock-based compensation effects in inventory
|
$
|
4,798
|
|
|
$
|
4,750
|
|
|
$
|
5,255
|
|
Stock-based compensation effects in net loss before income taxes
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
1,743
|
|
|
$
|
1,635
|
|
|
$
|
3,065
|
|
Research and development
|
17,457
|
|
|
16,270
|
|
|
15,845
|
|
|||
Sales and marketing
|
8,413
|
|
|
10,869
|
|
|
11,288
|
|
|||
General and administrative
|
10,460
|
|
|
9,649
|
|
|
10,776
|
|
|||
|
$
|
38,073
|
|
|
$
|
38,423
|
|
|
$
|
40,974
|
|
Cost of revenue—amortization from balance sheet (1)
|
4,706
|
|
|
4,986
|
|
|
4,746
|
|
|||
Total stock-based compensation expense
|
$
|
42,779
|
|
|
$
|
43,409
|
|
|
$
|
45,720
|
|
(1)
|
Represents stock-based compensation expense deferred to inventory in prior periods and recognized in the current period.
|
|
Years Ended
|
||||||||||
|
December 28,
2019
|
|
December 29,
2018
|
|
December 30,
2017 |
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
288
|
|
|
186
|
|
|
69
|
|
|||
Foreign
|
3,046
|
|
|
6,832
|
|
|
4,679
|
|
|||
Total current
|
$
|
3,334
|
|
|
$
|
7,018
|
|
|
$
|
4,748
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
369
|
|
|
$
|
(546
|
)
|
|
$
|
—
|
|
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
(740
|
)
|
|
(7,127
|
)
|
|
(6,178
|
)
|
|||
-
|
$
|
(371
|
)
|
|
$
|
(7,673
|
)
|
|
$
|
(6,178
|
)
|
Total provision for/(benefit from) income taxes
|
$
|
2,963
|
|
|
$
|
(655
|
)
|
|
$
|
(1,430
|
)
|
|
Years Ended
|
|||||||
|
December 28,
2019 |
|
December 29,
2018 |
|
December 30,
2017 |
|||
Expected tax at federal statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
—
|
%
|
Research credits
|
1.0
|
%
|
|
1.8
|
%
|
|
1.8
|
%
|
Stock-based compensation
|
(2.0
|
)%
|
|
(0.8
|
)%
|
|
(6.0
|
)%
|
Change in valuation allowance
|
(19.7
|
)%
|
|
(18.1
|
)%
|
|
(26.8
|
)%
|
Foreign rate differential
|
(0.2
|
)%
|
|
(2.9
|
)%
|
|
(3.3
|
)%
|
Other
|
(0.8
|
)%
|
|
(0.6
|
)%
|
|
—
|
%
|
Effective tax rate
|
(0.8
|
)%
|
|
0.3
|
%
|
|
0.7
|
%
|
|
Years Ended
|
||||||
|
December 29,
2019
|
|
December 29,
2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
301,929
|
|
|
$
|
257,928
|
|
Research and foreign tax credits
|
121,065
|
|
|
221,943
|
|
||
Nondeductible accruals
|
72,094
|
|
|
50,312
|
|
||
Inventory valuation
|
31,982
|
|
|
39,430
|
|
||
Property, plant and equipment
|
4,601
|
|
|
2,591
|
|
||
Leasing Liabilities
|
19,265
|
|
|
—
|
|
||
Stock-based compensation
|
3,998
|
|
|
4,825
|
|
||
Total deferred tax assets
|
$
|
554,934
|
|
|
$
|
577,029
|
|
Valuation allowance
|
(484,834
|
)
|
|
(493,157
|
)
|
||
Net deferred tax assets
|
$
|
70,100
|
|
|
$
|
83,872
|
|
Deferred tax liabilities:
|
|
|
|
||||
Accrual and reverse - lease
|
—
|
|
|
(16,802
|
)
|
||
Depreciation
|
—
|
|
|
(199
|
)
|
||
Accruals, reserves and prepaid expenses
|
(830
|
)
|
|
(784
|
)
|
||
Right of use asset
|
(16,261
|
)
|
|
—
|
|
||
Acquired intangible assets
|
(34,542
|
)
|
|
(49,406
|
)
|
||
Convertible senior notes
|
(25,417
|
)
|
|
(29,419
|
)
|
||
Total deferred tax liabilities
|
$
|
(77,050
|
)
|
|
$
|
(96,610
|
)
|
Net deferred tax liabilities
|
$
|
(6,950
|
)
|
|
$
|
(12,738
|
)
|
|
December 29,
2019
|
|
December 29,
2018
|
|
December 30,
2017 |
||||||
Beginning balance
|
$
|
24,617
|
|
|
$
|
19,786
|
|
|
$
|
22,282
|
|
Tax position related to current year
|
|
|
|
|
|
||||||
Additions
|
1,965
|
|
|
2,296
|
|
|
2,234
|
|
|||
Tax positions related to prior years
|
|
|
|
|
|
||||||
Additions
|
18,212
|
|
|
2,981
|
|
|
—
|
|
|||
Reductions
|
(542
|
)
|
|
(40
|
)
|
|
(4,728
|
)
|
|||
Lapses of statute of limitations
|
(160
|
)
|
|
(406
|
)
|
|
(2
|
)
|
|||
Ending balance
|
$
|
44,092
|
|
|
$
|
24,617
|
|
|
$
|
19,786
|
|
|
December 28,
2019
|
|
December 29,
2018
|
||||
United States
|
$
|
118,656
|
|
|
$
|
288,614
|
|
Other Americas
|
2,798
|
|
|
2,370
|
|
||
Europe, Middle East and Africa
|
21,536
|
|
|
38,273
|
|
||
Asia Pacific and Japan
|
7,803
|
|
|
13,563
|
|
||
Total property, plant and equipment, net
|
$
|
150,793
|
|
|
$
|
342,820
|
|
|
December 28,
2019
|
|
December 29,
2018
|
||||
Benefit obligation at beginning of year
|
$
|
104,624
|
|
|
$
|
106,474
|
|
Service cost
|
2,061
|
|
|
466
|
|
||
Interest cost
|
2,075
|
|
|
512
|
|
||
Benefits paid
|
(1,925
|
)
|
|
(194
|
)
|
||
Actuarial loss
|
9,134
|
|
|
236
|
|
||
Foreign currency exchange rate changes
|
(2,735
|
)
|
|
(2,870
|
)
|
||
Benefit obligation at end of year(1)
|
$
|
113,234
|
|
|
$
|
104,624
|
|
Fair value of plan assets at beginning of year
|
$
|
63,064
|
|
|
$
|
69,614
|
|
Actual return on plan assets
|
2,371
|
|
|
653
|
|
||
Payments
|
(1,397
|
)
|
|
—
|
|
||
Employee contributions
|
715
|
|
|
—
|
|
||
Employer contributions
|
53
|
|
|
—
|
|
||
Actuarial gain/(loss)
|
6,672
|
|
|
(5,319
|
)
|
||
Foreign currency exchange rate changes
|
(1,701
|
)
|
|
(1,884
|
)
|
||
Fair value of plan assets at end of year
|
$
|
69,777
|
|
|
$
|
63,064
|
|
Net liability recognized
|
$
|
43,457
|
|
|
$
|
41,560
|
|
(1)
|
The Company's accumulated benefit obligation was $110.8 million and $100.2 million at December 28, 2019 and December 29, 2018, respectively.
|
|
December 29,
2018
|
|
December 29,
2018
|
||||
Other non-current assets
|
$
|
69,777
|
|
|
$
|
63,064
|
|
Current liabilities
|
—
|
|
|
(901
|
)
|
||
Other long-term liabilities
|
(113,234
|
)
|
|
(103,723
|
)
|
||
Net liability recognized
|
$
|
(43,457
|
)
|
|
$
|
(41,560
|
)
|
|
Years ended
|
||||||
|
December 28, 2019
|
|
December 29, 2018 (1)
|
||||
Service cost
|
$
|
2,061
|
|
|
$
|
466
|
|
Interest cost
|
2,075
|
|
|
512
|
|
||
Expected return on plan assets
|
(2,371
|
)
|
|
(653
|
)
|
||
Amortization of actuarial loss
|
1,638
|
|
|
234
|
|
||
Total net periodic benefit cost
|
$
|
3,403
|
|
|
$
|
559
|
|
|
December 28,
2019
|
|
December 29,
2018
|
||||
Beginning balance
|
$
|
(5,313
|
)
|
|
$
|
—
|
|
Net actuarial loss arising in current year
|
(1,680
|
)
|
|
(5,562
|
)
|
||
Amortization of net actuarial loss(1)
|
1,638
|
|
|
234
|
|
||
Foreign currency translation gain/(loss)
|
(12
|
)
|
|
15
|
|
||
Ending balance
|
$
|
(5,367
|
)
|
|
$
|
(5,313
|
)
|
(1)
|
The actuarial loss for the year ended December 29, 2018 was caused primarily by the change in the discount rate. Amounts in accumulated other comprehensive income expected to be recognized as components of net periodic pension cost during fiscal year 2020 is $1.6 million (pre-tax).
|
|
December 28,
2019
|
|
December 29,
2018
|
||
Discount rate
|
1.35
|
%
|
|
2.07
|
%
|
Salary growth rate
|
2.25
|
%
|
|
2.25
|
%
|
Pension growth rate
|
2.00
|
%
|
|
2.00
|
%
|
|
2020 Life Expectancy
|
Retiring at the end of the reporting period
|
20.5
|
Male
|
20.0
|
Female
|
23.6
|
|
As of December 28, 2019
|
||||||||||
|
Fair Value Measured Using
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Cash
|
$
|
895
|
|
|
$
|
—
|
|
|
$
|
895
|
|
Equity fund
|
—
|
|
|
43,540
|
|
|
43,540
|
|
|||
Insurance contracts
|
—
|
|
|
15,149
|
|
|
15,149
|
|
|||
Mixed fund
|
—
|
|
|
615
|
|
|
615
|
|
|||
Pension fund
|
—
|
|
|
9,578
|
|
|
9,578
|
|
|||
Total plan assets at fair value
|
$
|
895
|
|
|
$
|
68,882
|
|
|
$
|
69,777
|
|
|
As of December 29, 2018
|
||||||||||
|
Fair Value Measured Using
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Cash
|
$
|
686
|
|
|
$
|
—
|
|
|
$
|
686
|
|
Equity fund
|
—
|
|
|
32,513
|
|
|
32,513
|
|
|||
Insurance contracts
|
—
|
|
|
24,852
|
|
|
24,852
|
|
|||
Mixed fund
|
—
|
|
|
4,114
|
|
|
4,114
|
|
|||
Pension fund
|
—
|
|
|
899
|
|
|
899
|
|
|||
Total plan assets at fair value
|
$
|
686
|
|
|
$
|
62,378
|
|
|
$
|
63,064
|
|
2020
|
$
|
3,485
|
|
2021
|
$
|
3,982
|
|
2022
|
$
|
3,995
|
|
2023
|
$
|
3,435
|
|
2024
|
$
|
3,605
|
|
2025 to 2029
|
$
|
20,060
|
|
|
For the Three Months Ended (Unaudited)
|
||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||||||||||
|
Dec. 28
|
|
Sep. 28
|
|
Jun. 29
|
|
Mar. 30
|
|
Dec. 29
|
|
Sep. 29
|
|
Jun. 30
|
|
Mar. 31
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Product
|
$
|
307,861
|
|
|
$
|
253,754
|
|
|
$
|
226,866
|
|
|
$
|
223,007
|
|
|
$
|
249,608
|
|
|
$
|
167,030
|
|
|
$
|
175,288
|
|
|
$
|
171,629
|
|
Services
|
76,706
|
|
|
71,587
|
|
|
69,384
|
|
|
69,700
|
|
|
82,450
|
|
|
33,383
|
|
|
32,939
|
|
|
31,052
|
|
||||||||
Total revenue
|
384,567
|
|
|
325,341
|
|
|
296,250
|
|
|
292,707
|
|
|
332,058
|
|
|
200,413
|
|
|
208,227
|
|
|
202,681
|
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of product
|
213,536
|
|
|
186,205
|
|
|
177,501
|
|
|
157,817
|
|
|
197,251
|
|
|
112,276
|
|
|
105,914
|
|
|
102,324
|
|
||||||||
Cost of services
|
38,543
|
|
|
34,866
|
|
|
36,831
|
|
|
36,676
|
|
|
39,408
|
|
|
13,075
|
|
|
13,039
|
|
|
12,831
|
|
||||||||
Amortization of intangible assets
|
8,437
|
|
|
7,796
|
|
|
8,098
|
|
|
8,252
|
|
|
8,315
|
|
|
4,876
|
|
|
4,943
|
|
|
5,341
|
|
||||||||
Acquisition and integration costs
|
7,238
|
|
|
8,447
|
|
|
10,700
|
|
|
2,064
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Restructuring and related
|
5,407
|
|
|
1,198
|
|
|
1,864
|
|
|
21,466
|
|
|
2,580
|
|
|
7
|
|
|
26
|
|
|
17
|
|
||||||||
Total cost of revenue
|
273,161
|
|
|
238,512
|
|
|
234,994
|
|
|
226,275
|
|
|
247,554
|
|
|
130,234
|
|
|
123,922
|
|
|
120,513
|
|
||||||||
Gross profit
|
111,406
|
|
|
86,829
|
|
|
61,256
|
|
|
66,432
|
|
|
84,504
|
|
|
70,179
|
|
|
84,305
|
|
|
82,168
|
|
||||||||
Amortization of intangible assets
|
6,617
|
|
|
6,861
|
|
|
6,745
|
|
|
7,057
|
|
|
24,735
|
|
|
1,467
|
|
|
1,487
|
|
|
1,607
|
|
||||||||
Acquisition and integration costs
|
11,011
|
|
|
11,962
|
|
|
12,164
|
|
|
7,134
|
|
|
13,463
|
|
|
2,067
|
|
|
—
|
|
|
—
|
|
||||||||
Restructuring and related
|
18,024
|
|
|
2,168
|
|
|
3,471
|
|
|
17,188
|
|
|
10,804
|
|
|
191
|
|
|
1,680
|
|
|
(163
|
)
|
||||||||
Other operating expenses
|
136,625
|
|
|
135,125
|
|
|
147,260
|
|
|
146,741
|
|
|
149,726
|
|
|
91,612
|
|
|
102,757
|
|
|
105,402
|
|
||||||||
Total operating expenses
|
172,277
|
|
|
156,116
|
|
|
169,640
|
|
|
178,120
|
|
|
198,728
|
|
|
95,337
|
|
|
105,924
|
|
|
106,846
|
|
||||||||
Loss from operations
|
(60,871
|
)
|
|
(69,287
|
)
|
|
(108,384
|
)
|
|
(111,688
|
)
|
|
(114,224
|
)
|
|
(25,158
|
)
|
|
(21,619
|
)
|
|
(24,678
|
)
|
||||||||
Other income (expense), net
|
(5,886
|
)
|
|
(13,932
|
)
|
|
(3,887
|
)
|
|
(9,720
|
)
|
|
(19,231
|
)
|
|
(7,317
|
)
|
|
(443
|
)
|
|
(2,280
|
)
|
||||||||
Loss before income taxes
|
(66,757
|
)
|
|
(83,219
|
)
|
|
(112,271
|
)
|
|
(121,408
|
)
|
|
(133,455
|
)
|
|
(32,475
|
)
|
|
(22,062
|
)
|
|
(26,958
|
)
|
||||||||
Provision for (benefit from) income taxes
|
(163
|
)
|
|
1,548
|
|
|
1,385
|
|
|
193
|
|
|
12
|
|
|
135
|
|
|
(124
|
)
|
|
(678
|
)
|
||||||||
Net loss
|
$
|
(66,594
|
)
|
|
$
|
(84,767
|
)
|
|
$
|
(113,656
|
)
|
|
$
|
(121,601
|
)
|
|
$
|
(133,467
|
)
|
|
$
|
(32,610
|
)
|
|
$
|
(21,938
|
)
|
|
$
|
(26,280
|
)
|
Net loss per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
(0.37
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.17
|
)
|
Diluted
|
$
|
(0.37
|
)
|
|
$
|
(0.47
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.17
|
)
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
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 ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
Years Ended
|
||||||||||
|
December 28,
2019
|
|
December 29,
2018 |
|
December 30,
2017 |
||||||
|
|
|
|
|
|
||||||
|
(In thousands)
|
||||||||||
Deferred tax asset, valuation allowance
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
493,157
|
|
|
$
|
205,241
|
|
|
$
|
200,476
|
|
Additions
|
122,878
|
|
|
355,166
|
|
|
31,759
|
|
|||
Reductions
|
(131,201
|
)
|
|
(67,250
|
)
|
|
(26,994
|
)
|
|||
Ending balance
|
$
|
484,834
|
|
|
$
|
493,157
|
|
|
$
|
205,241
|
|
Allowance for doubtful accounts
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
1,821
|
|
|
$
|
892
|
|
|
$
|
772
|
|
Additions
|
2,184
|
|
|
929
|
|
|
138
|
|
|||
Reductions
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||
Ending balance
|
$
|
4,005
|
|
|
$
|
1,821
|
|
|
$
|
892
|
|
ITEM 16.
|
FORM 10-K SUMMARY
|
Exhibit No.
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
Exhibit No.
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
Exhibit No.
|
|
Description
|
|
||
|
||
101.INS
|
|
XBRL Instance 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
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
|
*
|
Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
|
**
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
|
Infinera Corporation
|
||
|
|
|
|
|
By:
|
|
/s/ NANCY ERBA
|
|
|
|
Nancy Erba
Chief Financial Officer
Principal Financial Officer
|
Name and Signature
|
Title
|
Date
|
|
|
|
/s/ THOMAS J. FALLON
|
Chief Executive Officer, Principal Executive Officer and Director
|
March 4, 2020
|
Thomas J. Fallon
|
||
|
|
|
/s/ NANCY ERBA
|
Chief Financial Officer, Principal Financial Officer
|
March 4, 2020
|
Nancy Erba
|
||
|
|
|
/s/ MICHAEL FERNICOLA
|
Chief Accounting Officer and Principal Accounting Officer
|
March 4, 2020
|
Michael Fernicola
|
||
/s/ KAMBIZ Y. HOOSHMAND
|
Chairman of the Board
|
March 4, 2020
|
Kambiz Y. Hooshmand
|
||
|
|
|
/s/ SHARON HOLT
|
Director
|
March 4, 2020
|
Sharon Holt
|
||
|
|
|
/s/ GREG P. DOUGHERTY
|
Director
|
March 4, 2020
|
Greg P. Dougherty
|
||
|
|
|
/s/ MARCEL GANI
|
Director
|
March 4, 2020
|
Marcel Gani
|
||
|
|
|
/s/ PAUL J. MILBURY
|
Director
|
March 4, 2020
|
Paul J. Milbury
|
||
|
|
|
/s/ RAJAL M. PATEL
|
Director
|
March 4, 2020
|
Rajal M. Patel
|
||
|
|
|
/s/ MARK A. WEGLEITNER
|
Director
|
March 4, 2020
|
Mark A. Wegleitner
|
||
/s/ DAVID F. WELCH, PH.D.
|
Co-founder, Chief Innovation Officer and Director
|
March 4, 2020
|
David F. Welch, Ph.D.
|
•
|
acquisition of the Company by means of a tender offer,
|
•
|
acquisition of the Company by means of a proxy contest or otherwise, or
|
•
|
removal of the Company’s incumbent officers and directors.
|
(1)
|
Registration Statement (Form S-8 No. 333-233150) pertaining to the 2019 Inducement Equity Incentive Plan of Infinera Corporation,
|
(2)
|
Registration Statements (Form S-8 Nos. 333-232358, 333-225887) pertaining to the Amended and Restated 2007 Employee Stock Purchase Plan, and the Amended and Restated 2016 Equity Incentive Plan of Infinera Corporation,
|
(3)
|
Registration Statement (Form S-3 No. 333-227199) of Infinera Corporation,
|
(4)
|
Registration Statement (Form S-8 No. 333-218410) pertaining to the 2016 Equity Incentive Plan, as amended of Infinera Corporation,
|
(5)
|
Registration Statement (Form S-8 No. 333-211498) pertaining to the 2016 Equity Incentive Plan of Infinera Corporation,
|
(6)
|
Registration Statement (Form S-8 No. 333-196136) pertaining to the 2007 Employee Stock Purchase Plan of Infinera Corporation,
|
(7)
|
Registration Statements (Form S-8 Nos. 333-193776, 333-186549, 333-179931, 333-173887, 333-165206, 333-158921) pertaining to the 2007 Equity Incentive Plan and the 2007 Employee Stock Purchase Plan of Infinera Corporation, and
|
(8)
|
Registration Statements (Form S-8 Nos. 333-150546 and 333-143561) pertaining to the 2000 Stock Plan, the 2007 Equity Incentive Plan, and the 2007 Employee Stock Purchase Plan of Infinera Corporation;
|
By:
|
/s/ THOMAS J. FALLON
|
|
|
Thomas J. Fallon
Chief Executive Officer
(Principal Executive Officer)
|
|
By:
|
/s/ NANCY ERBA
|
|
|
Nancy Erba
Chief Financial Officer
(Principal Financial Officer)
|
|
(a)
|
the Annual Report on Form 10-K of Infinera Corporation for the year ended December 28, 2019 (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Infinera Corporation.
|
/s/ THOMAS J. FALLON
|
|
Thomas J. Fallon
Chief Executive Officer
(Principal Executive Officer)
|
|
(a)
|
that the Annual Report on Form 10-K of Infinera Corporation for the year ended December 28, 2019 (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Infinera Corporation.
|
/s/ NANCY ERBA
|
|
Nancy Erba
Chief Financial Officer
(Principal Financial Officer)
|
|