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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Infinera Corporation | NASDAQ:INFN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.02 | -0.38% | 5.24 | 5.05 | 5.75 | 5.64 | 5.22 | 5.47 | 1,976,802 | 01:00:00 |
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
77-0560433
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State or other jurisdiction of
incorporation or organization
|
|
I.R.S. Employer
Identification No.
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140 Caspian Court
Sunnyvale, CA |
|
94089
|
Address of principal executive offices
|
|
Zip Code
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 6.
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Item 1.
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Condensed Consolidated Financial Statements (Unaudited)
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|
April 1,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
125,658
|
|
|
$
|
162,641
|
|
Short-term investments
|
139,113
|
|
|
141,697
|
|
||
Short-term restricted cash
|
7,908
|
|
|
8,490
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $817 in 2017 and $772 in 2016
|
124,325
|
|
|
150,370
|
|
||
Inventory
|
233,858
|
|
|
232,955
|
|
||
Prepaid expenses and other current assets
|
40,133
|
|
|
34,270
|
|
||
Total current assets
|
670,995
|
|
|
730,423
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|
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Property, plant and equipment, net
|
129,007
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|
124,800
|
|
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Intangible assets
|
103,673
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|
|
108,475
|
|
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Goodwill
|
179,670
|
|
|
176,760
|
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Long-term investments
|
80,903
|
|
|
40,779
|
|
||
Cost-method investment
|
7,000
|
|
|
7,000
|
|
||
Long-term restricted cash
|
5,081
|
|
|
6,449
|
|
||
Other non-current assets
|
4,034
|
|
|
3,897
|
|
||
Total assets
|
$
|
1,180,363
|
|
|
$
|
1,198,583
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
59,371
|
|
|
$
|
62,486
|
|
Accrued expenses
|
32,636
|
|
|
31,580
|
|
||
Accrued compensation and related benefits
|
32,503
|
|
|
46,637
|
|
||
Accrued warranty
|
15,425
|
|
|
16,930
|
|
||
Deferred revenue
|
66,364
|
|
|
58,900
|
|
||
Total current liabilities
|
206,299
|
|
|
216,533
|
|
||
Long-term debt, net
|
136,316
|
|
|
133,586
|
|
||
Accrued warranty, non-current
|
20,555
|
|
|
23,412
|
|
||
Deferred revenue, non-current
|
24,736
|
|
|
19,362
|
|
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Deferred tax liability
|
24,345
|
|
|
25,327
|
|
||
Other long-term liabilities
|
19,350
|
|
|
18,035
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value
Authorized shares – 25,000 and no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value
Authorized shares – 500,000 as of April 01, 2017 and December 31, 2016 |
|
|
|
||||
Issued and outstanding shares – 146,515 as of April 01, 2017 and 145,021 as of December 31, 2016
|
147
|
|
|
145
|
|
||
Additional paid-in capital
|
1,374,830
|
|
|
1,354,082
|
|
||
Accumulated other comprehensive loss
|
(22,189
|
)
|
|
(28,324
|
)
|
||
Accumulated deficit
|
(604,026
|
)
|
|
(563,575
|
)
|
||
Total stockholders' equity
|
748,762
|
|
|
762,328
|
|
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Total liabilities and stockholders’ equity
|
$
|
1,180,363
|
|
|
$
|
1,198,583
|
|
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Three Months Ended
|
||||||
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April 1,
2017 |
|
March 26,
2016 |
||||
Revenue:
|
|
|
|
||||
Product
|
$
|
147,053
|
|
|
$
|
216,082
|
|
Services
|
28,469
|
|
|
28,736
|
|
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Total revenue
|
175,522
|
|
|
244,818
|
|
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Cost of revenue:
|
|
|
|
||||
Cost of product
|
99,332
|
|
|
118,062
|
|
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Cost of services
|
12,134
|
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|
10,418
|
|
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Total cost of revenue
|
111,466
|
|
|
128,480
|
|
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Gross profit
|
64,056
|
|
|
116,338
|
|
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Operating expenses:
|
|
|
|
||||
Research and development
|
55,083
|
|
|
54,145
|
|
||
Sales and marketing
|
29,441
|
|
|
30,009
|
|
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General and administrative
|
17,359
|
|
|
17,313
|
|
||
Total operating expenses
|
101,883
|
|
|
101,467
|
|
||
Income (loss) from operations
|
(37,827
|
)
|
|
14,871
|
|
||
Other income (expense), net:
|
|
|
|
||||
Interest income
|
751
|
|
|
522
|
|
||
Interest expense
|
(3,403
|
)
|
|
(3,155
|
)
|
||
Other gain (loss), net
|
(130
|
)
|
|
(214
|
)
|
||
Total other income (expense), net
|
(2,782
|
)
|
|
(2,847
|
)
|
||
Income (loss) before income taxes
|
(40,609
|
)
|
|
12,024
|
|
||
Provision for (benefit from) income taxes
|
(158
|
)
|
|
216
|
|
||
Net income (loss)
|
(40,451
|
)
|
|
11,808
|
|
||
Less: Loss attributable to noncontrolling interest
|
—
|
|
|
(207
|
)
|
||
Net income (loss) attributable to Infinera Corporation
|
$
|
(40,451
|
)
|
|
$
|
12,015
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Net income (loss) per common share attributable to Infinera Corporation:
|
|
|
|
||||
Basic
|
$
|
(0.28
|
)
|
|
$
|
0.09
|
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Diluted
|
$
|
(0.28
|
)
|
|
$
|
0.08
|
|
Weighted average shares used in computing net income (loss) per common share:
|
|
|
|
||||
Basic
|
145,786
|
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|
140,805
|
|
||
Diluted
|
145,786
|
|
|
146,880
|
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|
Three Months Ended
|
||||||
|
April 1,
2017 |
|
March 26,
2016 |
||||
Net income (loss)
|
$
|
(40,451
|
)
|
|
$
|
11,808
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Unrealized gain (loss) on available-for-sale investments
|
(82
|
)
|
|
383
|
|
||
Foreign currency translation adjustment
|
6,217
|
|
|
3,268
|
|
||
Net change in accumulated other comprehensive income (loss)
|
6,135
|
|
|
3,651
|
|
||
Less: Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
(207
|
)
|
||
Comprehensive income (loss) attributable to Infinera Corporation
|
$
|
(34,316
|
)
|
|
$
|
15,252
|
|
|
Three Months Ended
|
||||||
|
April 1,
2017 |
|
March 26,
2016 |
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(40,451
|
)
|
|
$
|
11,808
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
15,951
|
|
|
14,666
|
|
||
Amortization of debt discount and issuance costs
|
2,730
|
|
|
2,469
|
|
||
Amortization of premium on investments
|
120
|
|
|
481
|
|
||
Impairment of intangible assets
|
252
|
|
|
—
|
|
||
Stock-based compensation expense
|
10,877
|
|
|
7,987
|
|
||
Other gain
|
(60
|
)
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
26,366
|
|
|
2,165
|
|
||
Inventory
|
(326
|
)
|
|
(16,155
|
)
|
||
Prepaid expenses and other assets
|
(5,767
|
)
|
|
(274
|
)
|
||
Accounts payable
|
(3,180
|
)
|
|
(9,041
|
)
|
||
Accrued liabilities and other expenses
|
(12,027
|
)
|
|
(15,036
|
)
|
||
Deferred revenue
|
12,943
|
|
|
9,776
|
|
||
Accrued warranty
|
(4,398
|
)
|
|
1,133
|
|
||
Net cash provided by operating activities
|
3,030
|
|
|
9,979
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Purchase of available-for-sale investments
|
(84,422
|
)
|
|
(37,393
|
)
|
||
Proceeds from maturities of investments
|
46,679
|
|
|
63,759
|
|
||
Purchase of property and equipment
|
(14,743
|
)
|
|
(10,844
|
)
|
||
Change in restricted cash
|
1,626
|
|
|
(30
|
)
|
||
Net cash provided by (used in) investing activities
|
(50,860
|
)
|
|
15,492
|
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Security pledge to acquire noncontrolling interest
|
476
|
|
|
—
|
|
||
Acquisition of noncontrolling interest
|
(471
|
)
|
|
—
|
|
||
Proceeds from issuance of common stock
|
9,808
|
|
|
7,787
|
|
||
Minimum tax withholding paid on behalf of employees for net share settlement
|
(151
|
)
|
|
(2,444
|
)
|
||
Net cash provided by financing activities
|
9,662
|
|
|
5,343
|
|
||
Effect of exchange rate changes on cash
|
1,185
|
|
|
59
|
|
||
Net change in cash and cash equivalents
|
(36,983
|
)
|
|
30,873
|
|
||
Cash and cash equivalents at beginning of period
|
162,641
|
|
|
149,101
|
|
||
Cash and cash equivalents at end of period
|
$
|
125,658
|
|
|
$
|
179,974
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for income taxes, net of refunds
|
$
|
1,553
|
|
|
$
|
1,554
|
|
Cash paid for interest
|
$
|
3
|
|
|
$
|
37
|
|
Supplemental schedule of non-cash investing activities:
|
|
|
|
||||
Transfer of inventory to fixed assets
|
$
|
138
|
|
|
$
|
1,409
|
|
1.
|
Basis of Presentation and Significant Accounting Policies
|
2.
|
Recent Accounting Pronouncements
|
3.
|
Fair Value Measurements
|
Level 1
|
|
–
|
|
Quoted prices in active markets for identical assets or liabilities.
|
|
|
|
|
|
Level 2
|
|
–
|
|
Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
|
|
|
|
Level 3
|
|
–
|
|
Prices or valuations that require management inputs that are both significant to the fair value measurement and unobservable.
|
|
As of April 1, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||
|
Fair Value Measured Using
|
|
Fair Value Measured Using
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
$
|
22,524
|
|
|
$
|
—
|
|
|
$
|
22,524
|
|
|
$
|
41,773
|
|
|
$
|
—
|
|
|
$
|
41,773
|
|
Certificates of deposit
|
—
|
|
|
480
|
|
|
480
|
|
|
—
|
|
|
1,881
|
|
|
1,881
|
|
||||||
Commercial paper
|
—
|
|
|
47,960
|
|
|
47,960
|
|
|
—
|
|
|
39,310
|
|
|
39,310
|
|
||||||
Corporate bonds
|
—
|
|
|
125,883
|
|
|
125,883
|
|
|
—
|
|
|
88,324
|
|
|
88,324
|
|
||||||
U.S. agency notes
|
—
|
|
|
12,781
|
|
|
12,781
|
|
|
—
|
|
|
11,759
|
|
|
11,759
|
|
||||||
U.S. treasuries
|
52,999
|
|
|
—
|
|
|
52,999
|
|
|
52,092
|
|
|
—
|
|
|
52,092
|
|
||||||
Foreign currency exchange forward contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
187
|
|
|
187
|
|
||||||
Total assets
|
$
|
75,523
|
|
|
$
|
187,104
|
|
|
$
|
262,627
|
|
|
$
|
93,865
|
|
|
$
|
141,461
|
|
|
$
|
235,326
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency exchange forward contracts
|
$
|
—
|
|
|
$
|
(30
|
)
|
|
$
|
(30
|
)
|
|
$
|
—
|
|
|
$
|
(71
|
)
|
|
$
|
(71
|
)
|
|
April 1, 2017
|
||||||||||||||
|
Adjusted
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Cash
|
$
|
83,047
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83,047
|
|
Money market funds
|
22,524
|
|
|
—
|
|
|
—
|
|
|
22,524
|
|
||||
Commercial paper
|
20,088
|
|
|
—
|
|
|
(1
|
)
|
|
20,087
|
|
||||
Total cash and cash equivalents
|
$
|
125,659
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
125,658
|
|
Certificates of deposit
|
240
|
|
|
|
|
—
|
|
|
240
|
|
|||||
Commercial paper
|
27,883
|
|
|
—
|
|
|
(10
|
)
|
|
27,873
|
|
||||
Corporate bonds
|
68,792
|
|
|
—
|
|
|
(97
|
)
|
|
68,695
|
|
||||
U.S. agency notes
|
7,288
|
|
|
—
|
|
|
(10
|
)
|
|
7,278
|
|
||||
U.S. treasuries
|
35,062
|
|
|
—
|
|
|
(35
|
)
|
|
35,027
|
|
||||
Total short-term investments
|
$
|
139,265
|
|
|
$
|
—
|
|
|
$
|
(152
|
)
|
|
$
|
139,113
|
|
Certificates of deposit
|
240
|
|
|
—
|
|
|
—
|
|
|
240
|
|
||||
Corporate bonds
|
57,288
|
|
|
4
|
|
|
(104
|
)
|
|
57,188
|
|
||||
U.S. agency notes
|
5,516
|
|
|
—
|
|
|
(13
|
)
|
|
5,503
|
|
||||
U.S. treasuries
|
17,996
|
|
|
1
|
|
|
(25
|
)
|
|
17,972
|
|
||||
Total long-term investments
|
$
|
81,040
|
|
|
$
|
5
|
|
|
$
|
(142
|
)
|
|
$
|
80,903
|
|
Total cash, cash equivalents and investments
|
$
|
345,964
|
|
|
$
|
5
|
|
|
$
|
(295
|
)
|
|
$
|
345,674
|
|
|
December 31, 2016
|
||||||||||||||
|
Adjusted
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
Cash
|
$
|
109,978
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109,978
|
|
Money market funds
|
41,773
|
|
|
—
|
|
|
—
|
|
|
41,773
|
|
||||
Commercial paper
|
8,892
|
|
|
—
|
|
|
(1
|
)
|
|
8,891
|
|
||||
U.S. agency notes
|
1,999
|
|
|
—
|
|
|
—
|
|
|
1,999
|
|
||||
Total cash and cash equivalents
|
$
|
162,642
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
162,641
|
|
Certificates of deposit
|
1,881
|
|
|
—
|
|
|
—
|
|
|
1,881
|
|
||||
Commercial paper
|
30,425
|
|
|
—
|
|
|
(6
|
)
|
|
30,419
|
|
||||
Corporate bonds
|
63,097
|
|
|
1
|
|
|
(59
|
)
|
|
63,039
|
|
||||
U.S. agency notes
|
7,285
|
|
|
—
|
|
|
(8
|
)
|
|
7,277
|
|
||||
U.S. treasuries
|
39,093
|
|
|
9
|
|
|
(21
|
)
|
|
39,081
|
|
||||
Total short-term investments
|
$
|
141,781
|
|
|
$
|
10
|
|
|
$
|
(94
|
)
|
|
$
|
141,697
|
|
Corporate bonds
|
25,374
|
|
|
—
|
|
|
(89
|
)
|
|
25,285
|
|
||||
U.S. agency notes
|
2,499
|
|
|
—
|
|
|
(16
|
)
|
|
2,483
|
|
||||
U.S. treasuries
|
13,032
|
|
|
2
|
|
|
(23
|
)
|
|
13,011
|
|
||||
Total long-term investments
|
$
|
40,905
|
|
|
$
|
2
|
|
|
$
|
(128
|
)
|
|
$
|
40,779
|
|
Total cash, cash equivalents and investments
|
$
|
345,328
|
|
|
$
|
12
|
|
|
$
|
(223
|
)
|
|
$
|
345,117
|
|
4.
|
Cost-method Investment
|
5.
|
Derivative Instruments
|
|
As of April 1, 2017
|
|
As of December 31, 2016
|
||||||||||||||||
|
Gross Notional
(1)
|
|
Other Accrued Liabilities
|
|
Gross Notional
(1)
|
|
Prepaid Expense and Other Assets
|
|
Other Accrued Liabilities
|
||||||||||
Foreign currency exchange forward contracts
|
|
|
|
|
|
|
|
|
|
||||||||||
Related to euro denominated receivables
|
$
|
15,778
|
|
|
$
|
(30
|
)
|
|
$
|
23,887
|
|
|
$
|
137
|
|
|
$
|
(71
|
)
|
Related to British pound denominated receivables
|
$
|
—
|
|
|
—
|
|
|
$
|
6,353
|
|
|
48
|
|
|
—
|
|
|||
Related to euro denominated restricted cash
|
$
|
246
|
|
|
—
|
|
|
$
|
242
|
|
|
2
|
|
|
—
|
|
|||
|
|
|
|
$
|
(30
|
)
|
|
|
|
|
$
|
187
|
|
|
$
|
(71
|
)
|
|
|
(1)
|
Represents the face amounts of forward contracts that were outstanding as of the period noted.
|
6.
|
Goodwill and Intangible Assets
|
Balance as of December 31, 2016
|
$
|
176,760
|
|
Foreign currency translation adjustments
|
2,910
|
|
|
Accumulated impairment loss
|
—
|
|
|
Balance as of April 1, 2017
|
$
|
179,670
|
|
|
April 1, 2017
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted-Average Remaining Useful Life (In Years)
|
||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
|
|
|
|||
Trade names
|
$
|
224
|
|
|
$
|
(224
|
)
|
|
$
|
—
|
|
|
0.0
|
Customer relationships
|
46,886
|
|
|
(9,387
|
)
|
|
37,499
|
|
|
6.4
|
|||
Developed technology
|
96,166
|
|
|
(29,992
|
)
|
|
66,174
|
|
|
3.4
|
|||
Total intangible assets
|
$
|
143,276
|
|
|
$
|
(39,603
|
)
|
|
$
|
103,673
|
|
|
4.5
|
|
December 31, 2016
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Weighted Average Remaining Useful Life (In Years)
|
||||||
Intangible assets with finite lives:
|
|
|
|
|
|
|
|
||||||
Trade names
|
$
|
220
|
|
|
$
|
(220
|
)
|
|
$
|
—
|
|
|
0.0
|
Customer relationships
|
46,125
|
|
|
(7,793
|
)
|
|
38,332
|
|
|
6.6
|
|||
Developed technology
|
94,320
|
|
|
(24,715
|
)
|
|
69,605
|
|
|
3.7
|
|||
Other intangible assets
|
819
|
|
|
(567
|
)
|
|
252
|
|
|
4.6
|
|||
Total intangible assets with finite lives
|
$
|
141,484
|
|
|
$
|
(33,295
|
)
|
|
$
|
108,189
|
|
|
4.7
|
In-process technology
|
286
|
|
|
—
|
|
|
286
|
|
|
|
|||
Total intangible assets
|
$
|
141,770
|
|
|
$
|
(33,295
|
)
|
|
$
|
108,475
|
|
|
|
|
|
|
Fiscal Years
|
||||||||||||||||||||||||
|
Total
|
|
Remainder of 2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022 and Thereafter
|
||||||||||||||
Total future amortization expense
|
$
|
103,673
|
|
|
$
|
19,005
|
|
|
$
|
25,340
|
|
|
$
|
24,769
|
|
|
$
|
18,075
|
|
|
$
|
6,607
|
|
|
$
|
9,877
|
|
7.
|
Balance Sheet Details
|
|
April 1, 2017
|
|
December 31, 2016
|
||||
Inventory:
|
|
|
|
||||
Raw materials
|
$
|
34,760
|
|
|
$
|
33,158
|
|
Work in process
|
81,136
|
|
|
74,533
|
|
||
Finished goods
|
117,962
|
|
|
125,264
|
|
||
Total inventory
|
$
|
233,858
|
|
|
$
|
232,955
|
|
Property, plant and equipment, net:
|
|
|
|
||||
Computer hardware
|
$
|
13,495
|
|
|
$
|
12,775
|
|
Computer software
(1)
|
29,231
|
|
|
26,779
|
|
||
Laboratory and manufacturing equipment
|
225,577
|
|
|
222,311
|
|
||
Furniture and fixtures
|
2,087
|
|
|
2,075
|
|
||
Leasehold improvements
|
42,526
|
|
|
42,267
|
|
||
Construction in progress
|
39,632
|
|
|
33,633
|
|
||
Subtotal
|
$
|
352,548
|
|
|
$
|
339,840
|
|
Less accumulated depreciation and amortization
|
(223,541
|
)
|
|
(215,040
|
)
|
||
Total property, plant and equipment, net
|
$
|
129,007
|
|
|
$
|
124,800
|
|
Accrued expenses:
|
|
|
|
||||
Loss contingency related to non-cancelable purchase commitments
|
$
|
8,872
|
|
|
$
|
5,555
|
|
Professional and other consulting fees
|
2,302
|
|
|
4,955
|
|
||
Taxes payable
|
2,425
|
|
|
2,384
|
|
||
Royalties
|
5,290
|
|
|
5,375
|
|
||
Other accrued expenses
|
13,747
|
|
|
13,311
|
|
||
Total accrued expenses
|
$
|
32,636
|
|
|
$
|
31,580
|
|
|
|
(1)
|
Included in computer software at
April 1, 2017
and December 31, 2016 were
$11.4 million
and
$9.1 million
, respectively, related to enterprise resource planning (
“
ERP
”
) systems that the Company implemented. The unamortized ERP costs at
April 1, 2017
and December 31, 2016 were
$5.9 million
and
$4.0 million
, respectively.
|
8.
|
Accumulated Other Comprehensive Loss
|
|
|
Unrealized Gain (Loss) on Other Available-for-Sale Securities
|
|
Foreign Currency Translation
|
|
Accumulated Tax Effect
|
|
Total
|
||||||||
Balance at December 31, 2016
|
|
$
|
(209
|
)
|
|
$
|
(27,236
|
)
|
|
$
|
(879
|
)
|
|
$
|
(28,324
|
)
|
Net current-period other comprehensive income (loss)
|
|
(82
|
)
|
|
6,217
|
|
|
—
|
|
|
6,135
|
|
||||
Balance at April 1, 2017
|
|
$
|
(291
|
)
|
|
$
|
(21,019
|
)
|
|
$
|
(879
|
)
|
|
$
|
(22,189
|
)
|
9.
|
Basic and Diluted Net Income (Loss) Per Common Share
|
|
Three Months Ended
|
||||||
|
April 1, 2017
|
|
March 26, 2016
|
||||
Numerator:
|
|
|
|
||||
Net income (loss) attributable to Infinera Corporation
|
$
|
(40,451
|
)
|
|
$
|
12,015
|
|
Denominator:
|
|
|
|
||||
Basic weighted average common shares outstanding
|
145,786
|
|
|
140,805
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Employee equity plans
|
—
|
|
|
3,822
|
|
||
Assumed conversion of convertible senior notes from conversion spread
|
—
|
|
|
2,253
|
|
||
Diluted weighted average common shares outstanding
|
145,786
|
|
|
146,880
|
|
||
|
|
|
|
||||
Net income (loss) per common share attributable to Infinera Corporation
|
|
|
|
||||
Basic
|
$
|
(0.28
|
)
|
|
$
|
0.09
|
|
Diluted
|
$
|
(0.28
|
)
|
|
$
|
0.08
|
|
10.
|
Convertible Senior Notes
|
•
|
during any fiscal quarter commencing after the fiscal quarter ended on March 28, 2013 (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 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;
|
•
|
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 December 1, 2017 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances.
|
|
April 1, 2017
|
|
December 31, 2016
|
||||
Principal
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Unamortized discount
(1)
|
(12,600
|
)
|
|
(15,114
|
)
|
||
Unamortized issuance cost
(1)
|
(1,084
|
)
|
|
(1,300
|
)
|
||
Net carrying amount
|
$
|
136,316
|
|
|
$
|
133,586
|
|
|
|
(1)
|
Unamortized debt conversion discount and issuance costs will be amortized over the remaining life of the Notes, which is approximately
14 months
.
|
|
Three Months Ended
|
||||||
|
April 1, 2017
|
|
March 26, 2016
|
||||
Contractual interest expense
|
$
|
656
|
|
|
$
|
656
|
|
Amortization of debt issuance costs
|
216
|
|
|
196
|
|
||
Amortization of debt discount
|
2,514
|
|
|
2,274
|
|
||
Total interest expense
|
$
|
3,386
|
|
|
$
|
3,126
|
|
11.
|
Stockholders’ Equity
|
|
Number of Stock
Options
|
|
Weighted-Average
Exercise
Price
Per Share
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at December 31, 2016
|
1,655
|
|
|
$
|
8.30
|
|
|
$
|
965
|
|
Stock options granted
|
—
|
|
|
$
|
—
|
|
|
|
||
Stock options exercised
|
(22
|
)
|
|
$
|
10.03
|
|
|
$
|
40
|
|
Stock options canceled
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Outstanding at April 1, 2017
|
1,633
|
|
|
$
|
8.28
|
|
|
$
|
3,505
|
|
Exercisable at April 1, 2017
|
1,629
|
|
|
$
|
8.27
|
|
|
$
|
3,499
|
|
|
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
|
2,845
|
|
|
$
|
10.49
|
|
|
|
|
|
RSUs released
|
(289
|
)
|
|
$
|
13.77
|
|
|
$
|
2,841
|
|
RSUs canceled
|
(75
|
)
|
|
$
|
15.39
|
|
|
|
|
|
Outstanding at April 1, 2017
|
7,774
|
|
|
$
|
12.78
|
|
|
$
|
79,522
|
|
|
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
|
866
|
|
|
$
|
16.33
|
|
|
|
||
PSUs released
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
PSUs canceled
|
(356
|
)
|
|
$
|
11.55
|
|
|
|
||
Outstanding at April 1, 2017
|
1,414
|
|
|
$
|
16.13
|
|
|
$
|
14,463
|
|
Expected to vest at April 1, 2017
|
947
|
|
|
|
|
$
|
9,692
|
|
|
Unrecognized
Compensation
Expense, Net
|
|
Weighted-
Average Period
(in years)
|
||
Stock options
|
$
|
18
|
|
|
0.8
|
RSUs
|
$
|
74,353
|
|
|
3.0
|
PSUs
|
$
|
17,572
|
|
|
2.0
|
|
Three Months Ended
|
||
Employee Stock Purchase Plan
|
April 1, 2017
|
|
March 26, 2016
|
Volatility
|
51%
|
|
56%
|
Risk-free interest rate
|
0.81%
|
|
0.52%
|
Expected life
|
0.5 years
|
|
0.5 years
|
Estimated fair value
|
$3.46
|
|
$4.53
|
Total stock-based compensation expense
|
$1,681
|
|
$1,242
|
|
|
2017
|
|
2016
|
|
2015
|
Index
|
|
SPGIIPTR
|
|
SPGIIPTR
|
|
SPGIIPTR
|
Index volatility
|
|
34%
|
|
18%
|
|
18% - 19%
|
Infinera volatility
|
|
55% - 56%
|
|
55%
|
|
48%
|
Risk-free interest rate
|
|
1.46% - 1.63%
|
|
0.95% - 1.07%
|
|
0.97% - 1.10%
|
Correlation with index/index component
|
|
0.12 - 0.49
|
|
0.58 - 0.59
|
|
0.52
|
Estimated fair value
|
|
$15.23 - $17.35
|
|
$10.31 - $16.62
|
|
$18.08 - $19.29
|
|
|
|
|
Grant Year
|
|||||||||||
|
|
Total Number of Performance Stock Units
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|||||
Outstanding at December 31, 2016
|
|
904
|
|
|
123
|
|
|
148
|
|
|
633
|
|
|
—
|
|
PSUs granted
|
|
866
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
866
|
|
PSUs released
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
PSUs canceled
|
|
(356
|
)
|
|
(102
|
)
|
|
(60
|
)
|
|
(194
|
)
|
|
—
|
|
Outstanding at April 1, 2017
|
|
1,414
|
|
|
21
|
|
|
88
|
|
|
439
|
|
|
866
|
|
|
April 1, 2017
|
|
December 31, 2016
|
||||
Stock-based compensation effects in inventory
|
$
|
5,182
|
|
|
$
|
4,911
|
|
|
Three Months Ended
|
||||||
|
April 1, 2017
|
|
March 26, 2016
|
||||
Stock-based compensation effects included in net income (loss) before income taxes
|
|
|
|
||||
Cost of revenue
|
$
|
724
|
|
|
$
|
673
|
|
Research and development
|
3,780
|
|
|
2,321
|
|
||
Sales and marketing
|
2,726
|
|
|
2,235
|
|
||
General and administration
|
2,540
|
|
|
1,899
|
|
||
|
$
|
9,770
|
|
|
$
|
7,128
|
|
Cost of revenue – amortization from balance sheet
(1)
|
1,107
|
|
|
859
|
|
||
Total stock-based compensation expense
|
$
|
10,877
|
|
|
$
|
7,987
|
|
|
|
(1)
|
Stock-based compensation expense deferred to inventory and deferred inventory costs in prior periods and recognized in the current period.
|
12.
|
Income Taxes
|
13.
|
Segment Information
|
|
Three Months Ended
|
||||||
|
April 1, 2017
|
|
March 26, 2016
|
||||
Americas:
|
|
|
|
||||
United States
|
$
|
99,780
|
|
|
$
|
174,515
|
|
Other Americas
|
6,035
|
|
|
3,259
|
|
||
|
105,815
|
|
|
177,774
|
|
||
Europe, Middle East and Africa
|
57,413
|
|
|
59,876
|
|
||
Asia Pacific
|
12,294
|
|
|
7,168
|
|
||
Total revenue
|
$
|
175,522
|
|
|
$
|
244,818
|
|
|
April 1, 2017
|
|
December 31, 2016
|
||||
United States
|
$
|
121,815
|
|
|
$
|
117,715
|
|
Other Americas
|
198
|
|
|
218
|
|
||
|
122,013
|
|
|
117,933
|
|
||
Europe, Middle East and Africa
|
3,744
|
|
|
3,822
|
|
||
Asia Pacific
|
3,250
|
|
|
3,045
|
|
||
Total property, plant and equipment, net
|
$
|
129,007
|
|
|
$
|
124,800
|
|
14.
|
Guarantees
|
|
Three Months Ended
|
||||||
|
April 1, 2017
|
|
March 26, 2016
|
||||
Beginning balance
|
$
|
40,342
|
|
|
$
|
38,844
|
|
Charges to operations
|
4,659
|
|
|
6,754
|
|
||
Utilization
|
(3,388
|
)
|
|
(4,987
|
)
|
||
Change in estimate
(1)
|
(5,633
|
)
|
|
(612
|
)
|
||
Balance at the end of the period
|
$
|
35,980
|
|
|
$
|
39,999
|
|
|
|
(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. In addition, during the three months ended April 1, 2017, due to product quality improvements, the Company revised certain estimates used in calculating its product warranties that resulted in a one-time reduction to the warranty accrual of
$2.2 million
.
|
15.
|
Litigation and Contingencies
|
16.
|
Subsequent Event
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
April 1, 2017
|
|
March 26, 2016
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of total
revenue
|
|
Amount
|
|
% of total
revenue
|
|
Change
|
|
% Change
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Product
|
$
|
147,053
|
|
|
84
|
%
|
|
$
|
216,082
|
|
|
88
|
%
|
|
$
|
(69,029
|
)
|
|
(32
|
)%
|
Services
|
28,469
|
|
|
16
|
%
|
|
28,736
|
|
|
12
|
%
|
|
(267
|
)
|
|
(1
|
)%
|
|||
Total revenue
|
$
|
175,522
|
|
|
100
|
%
|
|
$
|
244,818
|
|
|
100
|
%
|
|
$
|
(69,296
|
)
|
|
(28
|
)%
|
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Product
|
$
|
99,332
|
|
|
57
|
%
|
|
$
|
118,062
|
|
|
48
|
%
|
|
$
|
(18,730
|
)
|
|
(16
|
)%
|
Services
|
12,134
|
|
|
7
|
%
|
|
10,418
|
|
|
4
|
%
|
|
1,716
|
|
|
16
|
%
|
|||
Total cost of revenue
|
$
|
111,466
|
|
|
64
|
%
|
|
$
|
128,480
|
|
|
52
|
%
|
|
$
|
(17,014
|
)
|
|
(13
|
)%
|
Gross profit
|
$
|
64,056
|
|
|
36.5
|
%
|
|
$
|
116,338
|
|
|
47.5
|
%
|
|
$
|
(52,282
|
)
|
|
(45
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
April 1, 2017
|
|
March 26, 2016
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of total revenue
|
|
Amount
|
|
% of total revenue
|
|
Change
|
|
% Change
|
|||||||||
Total revenue by geography:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Domestic
|
$
|
99,780
|
|
|
57
|
%
|
|
$
|
174,515
|
|
|
71
|
%
|
|
$
|
(74,735
|
)
|
|
(43
|
)%
|
International
|
75,742
|
|
|
43
|
%
|
|
70,303
|
|
|
29
|
%
|
|
5,439
|
|
|
8
|
%
|
|||
|
$
|
175,522
|
|
|
100
|
%
|
|
$
|
244,818
|
|
|
100
|
%
|
|
$
|
(69,296
|
)
|
|
(28
|
)%
|
Total revenue by sales channel:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Direct
|
$
|
165,946
|
|
|
95
|
%
|
|
$
|
234,951
|
|
|
96
|
%
|
|
$
|
(69,005
|
)
|
|
(29
|
)%
|
Indirect
|
9,576
|
|
|
5
|
%
|
|
9,867
|
|
|
4
|
%
|
|
(291
|
)
|
|
(3
|
)%
|
|||
|
$
|
175,522
|
|
|
100
|
%
|
|
$
|
244,818
|
|
|
100
|
%
|
|
$
|
(69,296
|
)
|
|
(28
|
)%
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
April 1, 2017
|
|
March 26, 2016
|
|
|
|
|
|||||||||||||
|
Amount
|
|
% of total
revenue
|
|
Amount
|
|
% of total
revenue
|
|
Change
|
|
% Change
|
|||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
$
|
55,083
|
|
|
31
|
%
|
|
$
|
54,145
|
|
|
22
|
%
|
|
$
|
938
|
|
|
2
|
%
|
Sales and marketing
|
29,441
|
|
|
17
|
%
|
|
30,009
|
|
|
12
|
%
|
|
(568
|
)
|
|
(2)
|
%
|
|||
General and administrative
|
17,359
|
|
|
10
|
%
|
|
17,313
|
|
|
7
|
%
|
|
46
|
|
|
0
|
%
|
|||
Total operating expenses
|
$
|
101,883
|
|
|
58
|
%
|
|
$
|
101,467
|
|
|
41
|
%
|
|
$
|
416
|
|
|
0
|
%
|
|
Three Months Ended
|
|||||||||||||
|
April 1,
2017 |
|
March 26,
2016 |
|
Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
(In thousands)
|
|||||||||||||
Interest income
|
$
|
751
|
|
|
$
|
522
|
|
|
$
|
229
|
|
|
44
|
%
|
Interest expense
|
(3,403
|
)
|
|
(3,155
|
)
|
|
(248
|
)
|
|
8
|
%
|
|||
Other gain (loss), net
|
(130
|
)
|
|
(214
|
)
|
|
84
|
|
|
(39
|
)%
|
|||
Total other income (expense), net
|
$
|
(2,782
|
)
|
|
$
|
(2,847
|
)
|
|
$
|
65
|
|
|
(2
|
)%
|
|
Three Months Ended
|
||||||
|
April 1, 2017
|
|
March 26, 2016
|
||||
|
|
|
|
||||
|
(In thousands)
|
||||||
Net cash flow provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
3,030
|
|
|
$
|
9,979
|
|
Investing activities
|
$
|
(50,860
|
)
|
|
$
|
15,492
|
|
Financing activities
|
$
|
9,662
|
|
|
$
|
5,343
|
|
|
April 1, 2017
|
|
December 31, 2016
|
||||
|
|
|
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
125,658
|
|
|
$
|
162,641
|
|
Short and long-term investments
|
220,016
|
|
|
182,476
|
|
||
Short and long-term restricted cash
|
12,989
|
|
|
14,939
|
|
||
|
$
|
358,663
|
|
|
$
|
360,056
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
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;
|
•
|
changes in customers’ budgets for optical transport network equipment purchases and changes or variability in their purchasing cycles;
|
•
|
fluctuations in our customer, product or geographic mix, including the impact of new customer deployments, which typically carry lower gross margins, and increased customer consolidation, which may affect our ability to grow revenue;
|
•
|
the timing and acceptance of new product releases;
|
•
|
how quickly, or at all, the markets in which we operate adopt our solutions;
|
•
|
order cancellations or reductions or delays in delivery schedules by our customers;
|
•
|
our ability to control costs, including our operating expenses and the costs and availability of components we purchase for our products;
|
•
|
our ability to maintain volumes and yields on products manufactured in our internal manufacturing facilities;
|
•
|
any significant changes in the competitive dynamics of our market, including any new entrants, new technologies or customer or competitor consolidation;
|
•
|
readiness of customer sites for installation of our products as well as the availability of third party suppliers to provide contract engineering and installation services for us;
|
•
|
the timing of recognizing revenue in any given quarter, including the impact of revenue recognition standards and any future changes in U.S. GAAP or new interpretations of existing accounting rules;
|
•
|
the impact of a significant natural disaster, such as an earthquake, severe weather, or tsunami or other flooding, as well as interruptions or shortages in the supply of utilities such as water and electricity, in a key location such as our Northern California facilities, which is located near major earthquake fault lines and in a designated flood zone; and
|
•
|
general economic conditions in domestic and international markets.
|
•
|
completion of product development, including the development and completion of our next-generation PICs and specialized ASICs, and the completion of associated module development, including modules developed by third parties;
|
•
|
the qualification and multiple sourcing of critical components;
|
•
|
validation of manufacturing methods and processes;
|
•
|
extensive quality assurance and reliability testing and staffing of testing infrastructure;
|
•
|
validation of software; and
|
•
|
establishment of systems integration and systems test validation requirements.
|
•
|
the mix in any period of the types of customers purchasing our products as well as the product mix;
|
•
|
significant new deployments to existing and new customers, often with a higher portion of lower margin common equipment as we deploy network footprint;
|
•
|
volume of units manufactured in our PIC facility;
|
•
|
pricing and commercial terms designed to secure long-term customer relationships;
|
•
|
the volume of Infinera Instant Bandwidth-enabled solutions sold, and Infinera Instant Bandwidth licenses activated;
|
•
|
price discounts negotiated by our customers;
|
•
|
charges for excess or obsolete inventory;
|
•
|
changes in the price or availability of components for our products;
|
•
|
changes in our manufacturing costs, including fluctuations in yields and production volumes; and
|
•
|
changes in warranty related costs.
|
•
|
aggressively pricing their optical transport products and other portfolio products, including offering significant one-time discounts and guaranteed future price decreases;
|
•
|
offering optical products at a substantial discount or for free when bundled together with broader technology purchases, such as router or wireless equipment purchases;
|
•
|
providing financing, marketing and advertising assistance to customers;
|
•
|
influencing customer requirements to emphasize different product capabilities, which better suit their products; and
|
•
|
repurchasing our equipment from existing customers.
|
•
|
price and other commercial terms;
|
•
|
functionality;
|
•
|
form factor or density;
|
•
|
power consumption;
|
•
|
heat dissipation;
|
•
|
customer qualification testing;
|
•
|
existing business and customer relationships;
|
•
|
the ability of products and services to meet customers’ immediate and future network requirements;
|
•
|
installation and operational simplicity;
|
•
|
service and support;
|
•
|
security and encryption requirements;
|
•
|
scalability and investment protection; and
|
•
|
product lead times.
|
•
|
reduced control over delivery schedules, particularly for international contract manufacturing sites;
|
•
|
reliance on the quality assurance procedures of third parties;
|
•
|
potential uncertainty regarding manufacturing yields and costs;
|
•
|
potential lack of adequate capacity during periods of high demand;
|
•
|
limited warranties on components;
|
•
|
potential misappropriation of our intellectual property; and
|
•
|
potential manufacturing disruptions (including disruptions caused by geopolitical events, military actions or natural disasters).
|
•
|
variations in our operating results;
|
•
|
announcements of technological innovations, new services or service enhancements, the gain or loss of customers, strategic alliances or agreements by us or by our competitors;
|
•
|
market conditions in our industry, the industries of our customers and the economy as a whole;
|
•
|
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;
|
•
|
recruitment or departure of key personnel;
|
•
|
mergers and acquisitions by us, by our competitors or by our customers; and
|
•
|
adoption or modification of regulations, policies, procedures or programs applicable to our business.
|
•
|
reduced demand for our products as a result of constraints on capital spending by our customers;
|
•
|
increased price competition for our products, not only from our competitors, but also as a result of our customer’s or potential customer’s utilization of inventoried or underutilized products, which could put additional downward pressure on our near term gross profits;
|
•
|
risk of excess or obsolete inventories;
|
•
|
excess manufacturing capacity and higher associated overhead costs as a percentage of revenue; and
|
•
|
more limited ability to accurately forecast our business and future financial performance.
|
•
|
reduced orders from existing customers;
|
•
|
declining interest from potential customers;
|
•
|
delays in our ability to recognize revenue or in collecting accounts receivables;
|
•
|
costs associated with fixing hardware or software defects or replacing products;
|
•
|
high service and warranty expenses;
|
•
|
delays in shipments;
|
•
|
high inventory excess and obsolescence expense;
|
•
|
high levels of product returns;
|
•
|
diversion of our engineering personnel from our product development efforts; and
|
•
|
payment of liquidated damages, performance guarantees or similar penalties.
|
•
|
our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, litigation, general corporate or other purposes may be limited; and
|
•
|
a substantial portion of our future cash balance may be dedicated to the payment of the principal of our indebtedness as we have stated the intention to pay the principal amount of the Notes in cash upon conversion or when otherwise due, such that we would not have those funds available for use in our business
.
|
•
|
greater difficulty in collecting accounts receivable and longer collection periods;
|
•
|
difficulties of managing and staffing international offices, and the increased travel, infrastructure and legal compliance costs associated with multiple international locations;
|
•
|
political, social and economic instability, including wars, terrorism, political unrest, boycotts, curtailment of trade and other business restrictions;
|
•
|
tariff and trade barriers and other regulatory requirements or contractual limitations on our ability to sell or develop our products in certain foreign markets;
|
•
|
less effective protection of intellectual property than is afforded to us in the United States or other developed countries;
|
•
|
local laws and practices that favor local companies, including business practices that we are prohibited from engaging in by the Foreign Corrupt Practices Act and other anti-corruption laws and regulations;
|
•
|
potentially adverse tax consequences; and
|
•
|
effects of changes in currency exchange rates, particularly relative increases in the exchange rate of the U.S. dollar versus other currencies that could negatively affect our financial results and cash flows.
|
•
|
changes in the valuation of our deferred tax assets and liabilities, and in deferred tax valuation allowances;
|
•
|
changes in the relative proportions of revenue and income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates;
|
•
|
changing tax laws, regulations, rates and interpretations in multiple jurisdictions in which we operate;
|
•
|
changes in accounting and tax treatment of equity-based compensation;
|
•
|
changes to the financial accounting rules for income taxes; and
|
•
|
the resolution of issues arising from tax audits.
|
•
|
issue stock that would dilute our current stockholders’ percentage ownership;
|
•
|
incur debt and assume other liabilities;
|
•
|
use a substantial portion of our cash resources; or
|
•
|
incur amortization expenses related to other intangible assets and/or incur large and immediate write-offs.
|
•
|
problems integrating the acquired operations, technologies or products with our own;
|
•
|
diversion of management’s attention from our core business;
|
•
|
adverse impact on overall company operating results;
|
•
|
adverse effects on existing business relationships with suppliers and customers;
|
•
|
risks associated with entering new markets; and
|
•
|
loss of key employees.
|
•
|
authorize the issuance of “blank check” convertible preferred stock that could be issued by our board of directors to thwart a takeover attempt;
|
•
|
establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;
|
•
|
require that directors only be removed from office for cause and only upon a supermajority stockholder vote;
|
•
|
provide that vacancies on the board of directors, including newly-created directorships, may be filled only by a majority vote of directors then in office rather than by stockholders;
|
•
|
prevent stockholders from calling special meetings; and
|
•
|
prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders.
|
Item 6.
|
Exhibits
|
Exhibit No.
|
|
Description
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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Infinera Corporation
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||
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By:
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/
s
/ BRAD D. FELLER
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Brad D. Feller
Chief Financial Officer
(Duly Authorized Officer and Principal
Financial Officer)
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Date:
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May 10, 2017
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1 Year Infinera Chart |
1 Month Infinera Chart |
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