Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Oct. 30, 2016 | Dec. 02, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | FINISAR CORP | |
Entity Central Index Key | 1,094,739 | |
Current Fiscal Year End Date | --04-30 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Oct. 30, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 110,694,001 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 30, 2016 | May 01, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 282,963 | $ 299,221 |
Short-term investments | 343,319 | 263,255 |
Accounts receivable, net of allowance for doubtful accounts of $810 at October 30, 2016 and $727 at May 1, 2016 | 277,667 | 249,257 |
Accounts receivable, other | 49,997 | 44,576 |
Inventories | 292,439 | 273,291 |
Prepaid expenses and other current assets | 17,140 | 18,483 |
Total current assets | 1,263,525 | 1,148,083 |
Property, equipment and improvements, net | 341,563 | 348,613 |
Purchased intangible assets, net | 16,339 | 18,388 |
Goodwill | 106,736 | 106,736 |
Minority investments | 3,893 | 4,051 |
Other assets | 18,008 | 19,500 |
Total assets | 1,750,064 | 1,645,371 |
Current liabilities: | ||
Accounts payable | 153,023 | 141,591 |
Accrued compensation | 45,213 | 36,084 |
Other accrued liabilities | 36,736 | 42,206 |
Deferred revenue | 17,818 | 13,529 |
Total current liabilities | 252,790 | 233,410 |
Long-term liabilities: | ||
Convertible debt | 234,679 | 229,393 |
Other non-current liabilities | 13,279 | 14,882 |
Total liabilities | 500,748 | 477,685 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding at October 30, 2016 and May 1, 2016 | 0 | 0 |
Common stock, $0.001 par value, 750,000,000 shares authorized, 110,631,286 shares and 107,696,314 shares issued and outstanding at October 30, 2016 and May 1, 2016, respectively | 111 | 108 |
Additional paid-in capital | 2,639,355 | 2,605,859 |
Accumulated other comprehensive (loss) income | (49,772) | (25,188) |
Accumulated deficit | (1,340,378) | (1,413,093) |
Total stockholders' equity | 1,249,316 | 1,167,686 |
Total liabilities and stockholders' equity | $ 1,750,064 | $ 1,645,371 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 30, 2016 | May 01, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 810 | $ 727 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (shares) | 110,631,286 | 107,696,314 |
Common stock, shares outstanding (shares) | 110,631,286 | 107,696,314 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 30, 2016 | Nov. 01, 2015 | Oct. 30, 2016 | Nov. 01, 2015 | |
Income Statement [Abstract] | ||||
Revenues | $ 369,863 | $ 321,136 | $ 711,188 | $ 635,166 |
Cost of revenues | 235,192 | 230,610 | 466,829 | 454,757 |
Amortization of acquired developed technology | 990 | 1,435 | 2,513 | 2,870 |
Impairment of long-lived assets | 0 | 0 | 0 | 1,071 |
Gross profit | 133,681 | 89,091 | 241,846 | 176,468 |
Operating expenses: | ||||
Research and development | 53,242 | 50,972 | 104,250 | 103,380 |
Sales and marketing | 13,367 | 11,896 | 25,230 | 23,098 |
General and administrative | 13,576 | 16,186 | 29,891 | 31,394 |
Amortization of purchased intangibles | 668 | 668 | 1,336 | 1,336 |
Impairment of long-lived assets | 0 | 0 | 0 | 830 |
Total operating expenses | 80,853 | 79,722 | 160,707 | 160,038 |
Income from operations | 52,828 | 9,369 | 81,139 | 16,430 |
Interest income | 1,021 | 469 | 1,747 | 834 |
Interest expense | (3,025) | (2,917) | (6,011) | (5,800) |
Other income (expense), net | 795 | 445 | 736 | 1,326 |
Income before income taxes | 51,619 | 7,366 | 77,611 | 12,790 |
Provision for income taxes | 2,853 | 722 | 4,896 | 2,753 |
Net income | $ 48,766 | $ 6,644 | $ 72,715 | $ 10,037 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.44 | $ 0.06 | $ 0.66 | $ 0.09 |
Diluted (in dollars per share) | $ 0.43 | $ 0.06 | $ 0.65 | $ 0.09 |
Shares used in computing net income per share: | ||||
Basic (shares) | 110,407 | 106,635 | 109,614 | 105,961 |
Diluted (shares) | 113,192 | 107,493 | 112,450 | 108,238 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 30, 2016 | Nov. 01, 2015 | Oct. 30, 2016 | Nov. 01, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 48,766 | $ 6,644 | $ 72,715 | $ 10,037 |
Other comprehensive income (loss), net of tax: | ||||
Change in cumulative foreign currency translation adjustment | (11,663) | (17,445) | (24,584) | (32,696) |
Total other comprehensive income (loss), net of tax | (11,663) | (17,445) | (24,584) | (32,696) |
Total comprehensive income (loss) | $ 37,103 | $ (10,801) | $ 48,131 | $ (22,659) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Oct. 30, 2016 | Nov. 01, 2015 | |
Operating activities | ||
Net income | $ 72,715 | $ 10,037 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 43,399 | 42,609 |
Amortization of intangible assets | 3,849 | 4,206 |
Amortization of debt issuance costs | 308 | 308 |
Stock-based compensation expense | 25,829 | 24,362 |
Loss (gain) on sale or retirement of assets and asset disposal group | (27) | (277) |
Impairment of long-lived assets | 0 | 1,901 |
Equity in losses/(earnings) of equity method investment | 155 | (550) |
Amortization of discount on 0.50% Convertible Senior Notes due 2033 | 4,978 | 4,745 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (28,410) | (16,831) |
Inventories | (30,578) | (1,863) |
Other assets | (2,586) | 15,989 |
Accounts payable | 11,432 | 1,710 |
Accrued compensation | 9,129 | 2,225 |
Other accrued liabilities | (6,937) | 4,865 |
Deferred revenue | 4,289 | 3,896 |
Net cash provided by operating activities | 107,545 | 97,332 |
Investing activities | ||
Additions to property, equipment and improvements | (49,625) | (72,523) |
Net proceeds from sale of property and equipment and asset disposal group | 365 | 549 |
Purchases of short-term investments | (200,595) | (120,355) |
Maturities of short-term investments | 120,355 | 150,266 |
Purchase of intangible assets | (1,800) | 0 |
Net cash used in investing activities | (131,300) | (42,063) |
Financing activities | ||
Repayments of term loans | (136) | (193) |
Proceeds from the issuance of shares under equity plans and employee stock purchase plan | 7,633 | 5,751 |
Net cash provided by financing activities | 7,497 | 5,558 |
Net increase (decrease) in cash and cash equivalents | (16,258) | 60,827 |
Cash and cash equivalents at beginning of period | 299,221 | 197,443 |
Cash and cash equivalents at end of period | 282,963 | 258,270 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 649 | 1,314 |
Cash paid for taxes | $ 4,404 | $ 5,187 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Parenthetical) | Oct. 30, 2016 | Nov. 01, 2015 | Dec. 31, 2013 |
Convertible Debt | 0.5% Convertible Senior Notes Due 2033 | |||
Interest rate | 0.50% | 0.50% | 0.50% |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Oct. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of October 30, 2016 and for the three and six month periods ended October 30, 2016 and November 1, 2015 have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and include the accounts of Finisar Corporation and its controlled subsidiaries (collectively, “Finisar” or the “Company”). Intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Company's financial position as of October 30, 2016 , its operating results for the three and six month periods ended October 30, 2016 and November 1, 2015 , and its cash flows for the six month periods ended October 30, 2016 and November 1, 2015 . Operating results for the three and six month period ended October 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2017 . The condensed consolidated balance sheet as of May 1, 2016 has been derived from the audited consolidated financial statements as of that date but does not include all the footnotes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended May 1, 2016 . The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. The Company has one reportable segment consisting of optical subsystems and components. During the first quarter of fiscal 2016, the Company recorded a $1.9 million charge for the impairment of long-lived assets (primarily machinery and equipment) due to the projected cash flows associated with these assets not supporting the carrying values of these assets. In accordance with the guidance for the impairment of long-lived assets, these assets were written down to their estimated fair value of zero , which was determined based on an income approach using the discounted cash flow method. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Oct. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies For a description of significant accounting policies, see Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company's annual report on Form 10-K for the fiscal year ended May 1, 2016 . There have been no material changes to the Company's significant accounting policies since the filing of the annual report on Form 10-K. Recent Adoption of New Accounting Standards In April 2015, the Financial Accounting Standards Board ("FASB") issued an accounting standards update simplifying the presentation of debt issuance costs as a direct deduction from the carrying value of the debt liability rather than showing the debt issuance costs as an asset. The Company adopted this update in the first quarter of fiscal 2017 on a retrospective basis. Accordingly, $1.6 million of unamortized debt issuance costs were reclassified from other assets to convertible debt in the consolidated balance sheet as of May 1, 2016. In March 2016, the FASB issued an accounting standards update simplifying several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted all provisions of this update in the first quarter of fiscal 2017. Adoption of this update did not have a significant effect on the Company's consolidated financial position, results of operations and cash flows. As part of this adoption, the Company made an accounting policy election to account for forfeitures as they occur, rather than continue to estimate the number of stock-based awards that are expected to vest. Pending Adoption of New Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. The Company believes the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position, results of operations and cash flows upon adoption. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Oct. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Income per Share | Earnings per Share Basic net income per share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share has been computed using the weighted-average number of shares of common stock and dilutive potential common shares from stock options and restricted stock units (under the treasury stock method) and 0.50% Convertible Senior Notes due 2033 (under the treasury stock method) outstanding during the period. 0.50% Convertible Senior Notes due 2033 were excluded from the calculation of diluted earnings per share under the treasury stock method since the conversion price exceeded the average market price for the Company's common stock. The following table presents the calculation of basic and diluted net income per share: Three Months Ended Six Months Ended (in thousands, except per share amounts) October 30, 2016 November 1, 2015 October 30, 2016 November 1, 2015 Numerator: Net income $ 48,766 $ 6,644 $ 72,715 $ 10,037 Numerator for basic net income per share 48,766 6,644 72,715 10,037 Numerator for diluted net income per share $ 48,766 $ 6,644 $ 72,715 $ 10,037 Denominator: Denominator for basic net income per share - weighted average shares 110,407 106,635 109,614 105,961 Effect of dilutive securities: Stock options and restricted stock units 2,785 858 2,836 2,277 Dilutive potential common shares 2,785 858 2,836 2,277 Denominator for diluted net income per share 113,192 107,493 112,450 108,238 Net income per share: Basic $ 0.44 $ 0.06 $ 0.66 $ 0.09 Diluted $ 0.43 $ 0.06 $ 0.65 $ 0.09 The following table presents common shares related to potentially dilutive securities excluded from the calculation of diluted net income per share as their effect would have been anti-dilutive: Three Months Ended Six Months Ended (in thousands) October 30, 2016 November 1, 2015 October 30, 2016 November 1, 2015 Stock options and restricted stock units 271 5,477 569 2,979 |
Inventories
Inventories | 6 Months Ended |
Oct. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: As of (in thousands) October 30, 2016 May 1, 2016 Raw materials $ 52,447 $ 51,963 Work-in-process 156,494 137,603 Finished goods 83,498 83,725 Total inventories $ 292,439 $ 273,291 |
Investments
Investments | 6 Months Ended |
Oct. 30, 2016 | |
Investments [Abstract] | |
Investments | Investments The Company's portfolio of fixed income securities consists of term bank certificates of deposit. All of the Company's investments in fixed income securities have original maturity (maturity at the purchase date) of less than 12 months and are reported as short-term investments in the consolidated balance sheets as of October 30, 2016 and May 1, 2016 . All of the Company's investments in fixed income securities are classified as held-to-maturity since the Company has the positive intent and ability to hold these investments until maturity. These investments are carried at amortized cost. During the three and six month periods ended October 30, 2016 and November 1, 2015 , there were no gross unrealized gains or losses, no realized gains or losses, and no other-than-temporary impairments. |
Debt
Debt | 6 Months Ended |
Oct. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt 0.50% Convertible Senior Notes Due 2033 In December 2013 , the Company issued and sold $258.8 million in aggregate principal amount of 0.50% Convertible Senior Notes due 2033 (the "2033 Notes") at par. The terms of the notes are governed by an indenture by and between the Company and Wells Fargo Bank, National Association, as Trustee. The notes will mature on December 15, 2033 , unless earlier repurchased, redeemed or converted. The notes are senior unsecured and unsubordinated obligations of the Company, and are effectively subordinated to the Company's secured indebtedness and the indebtedness and other liabilities of the Company's subsidiaries. The notes bear interest at a rate of 0.5% per year, payable semi-annually in arrears on June 15 and December 15 each year . Holders of the notes may convert their notes at their option prior to the close of business on the business day immediately preceding June 15, 2033 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on January 26, 2014 (and only during such fiscal quarter), if the last reported sale price of the Company's 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 applicable conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period ("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 applicable conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after June 15, 2033 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 whether any of the foregoing circumstances have occurred. The conversion rate will initially equal 33.1301 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $30.18 per share of common stock), subject to adjustment. Upon conversion of a note, the Company will pay or deliver, as the case may be, either cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company's election, as provided in the indenture. If holders elect to convert their notes in connection with a "fundamental change" (as defined in the indenture) that occurs on or before December 22, 2018, the Company will, to the extent provided in the indenture, increase the conversion rate applicable to such notes ("make-whole feature"). Holders will have the option to require the Company to redeem for cash any notes held by them in the event of a fundamental change at a purchase price equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the redemption date. Holders also have the option to require the Company to redeem for cash any notes held by them on December 15, 2018, December 15, 2023 and December 15, 2028 at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest to, but excluding, the redemption date. The Company may redeem the notes in whole or in part at any time on or after December 22, 2018 at 100% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. The Company considered the features embedded in the notes, that is, the conversion feature, the holders' put feature, the Company's call feature, and the make-whole feature, and concluded that they are not required to be bifurcated and accounted for separately from the host debt instrument. Because of its option to settle conversion of the notes in cash, the Company separated the liability and equity components of the notes. The carrying amount of the liability component at issuance date of $209.1 million was calculated by estimating the fair value of similar liabilities without a conversion feature. The residual principal amount of the notes of $49.6 million was allocated to the equity component. The resulting debt discount is amortized as interest expense. As of October 30, 2016 , the remaining debt discount amortization period was 25 months . As of October 30, 2016 , the notes consisted of the following (in thousands): Liability component: Principal $ 258,750 Unamortized debt discount (22,761 ) Unamortized debt issuance costs (1,310 ) Net carrying amount of the liability component $ 234,679 Carrying amount of the equity component $ 49,648 The Company incurred approximately $3.8 million in transaction costs in connection with the issuance of the notes. These costs were allocated to the liability and equity components in proportion to the allocation of proceeds. Transaction costs of $3.1 million , allocated to the liability component, were recognized as a non-current asset and are amortized. Transaction costs of $725,000 , allocated to the equity component, were recognized as a reduction of additional paid-in capital. The following table sets forth interest expense information related to the 2033 Notes: Three Months Ended Six Months Ended (in thousands, except percentages) October 30, 2016 November 1, 2015 October 30, 2016 November 1, 2015 Contractual interest expense $ 324 $ 324 $ 648 $ 648 Amortization of the debt discount 2,509 2,391 4,978 4,745 Amortization of issuance costs 154 154 308 308 Total interest cost $ 2,987 $ 2,869 $ 5,934 $ 5,701 Effective interest rate on the liability component 4.87 % 4.87 % 4.87 % 4.87 % The Company applies the treasury stock method to determine the potential dilutive effect of the 2033 Notes on net income per share as a result of the Company's intent and stated policy to settle the principal amount of the 2033 Notes in cash. |
Warranty
Warranty | 6 Months Ended |
Oct. 30, 2016 | |
Product Warranties Disclosures [Abstract] | |
Warranty | Warranty The Company generally offers a one year limited warranty for its products. The specific terms and conditions of these warranties vary depending upon the product sold. The Company estimates the costs that may be incurred under its basic limited warranty and records a liability for the amount of such costs at the time revenue is recognized. Factors that affect the Company's warranty liability include the historical and anticipated rates of warranty claims and cost to repair. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Changes in the Company's warranty liability during the following period were as follows: Six Months Ended (in thousands) October 30, 2016 Beginning balance at May 1, 2016 $ 12,001 Additions during the period based on product sold 2,088 Change in estimates (1,061 ) Settlements and expirations (6,921 ) Ending balance at October 30, 2016 $ 6,107 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Oct. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's financial instruments measured at fair value on a recurring basis as of October 30, 2016 and May 1, 2016 were as follows: October 30, 2016 May 1, 2016 Carrying Fair Value Carrying Fair Value (in thousands) Amount Level 1 Level 2 Level 3 Total Amount Level 1 Level 2 Level 3 Total Certificates of deposit $ 343,319 $ — $ 343,319 $ — $ 343,319 $ 263,255 $ — $ 263,255 $ — $ 263,255 The Company's Level 2 financial instruments in the table above are valued using quoted market prices for similar instruments or non-binding market prices that are corroborated by observable market data. The Company has not estimated the fair value of its minority investments in four privately held companies as it is not practicable to estimate the fair value of these investments because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs. As of October 30, 2016 , the carrying value of the Company's minority investments in these privately held companies was $3.9 million , which management believes is not impaired. The Company's financial instruments not measured at fair value on a recurring basis as of October 30, 2016 and May 1, 2016 were as follows: October 30, 2016 May 1, 2016 Carrying Fair Value Carrying Fair Value (in thousands) Amount Level 1 Level 2 Level 3 Total Amount Level 1 Level 2 Level 3 Total 2033 Notes $ 234,679 $ 295,234 $ — $ — $ 295,234 $ 229,393 $ 247,430 $ — $ — $ 247,430 The fair value of the 2033 Notes is based on the price in the open market as of or close to the respective balance sheet dates. The difference between the carrying value and the fair value is primarily due to the spread between the conversion price and the market value of the shares underlying the conversion as of each respective balance sheet date. |
Legal Matters
Legal Matters | 6 Months Ended |
Oct. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters | Legal Matters The Company accrues a liability for legal contingencies when it believes that it is both probable that a liability has been incurred and that it can reasonably estimate the amount of the loss. The Company reviews these accruals and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel and other relevant information. To the extent new information is obtained and the Company's views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in the Company's accrued liabilities would be recorded in the period in which such determination is made. For the matters referenced below, the amount of liability is not probable or the amount cannot be reasonably estimated; and, therefore, accruals have not been made. In addition, in accordance with the relevant authoritative guidance, for matters which the likelihood of material loss is at least reasonably possible, the Company provides disclosure of the possible loss or range of loss; however, if a reasonable estimate cannot be made, the Company will provide disclosure to that effect. Due to the nature of the Company's business, it is subject to claims alleging infringement by various Company products and services. The Company believes that it has meritorious defenses to the allegations made in its pending cases and intends to vigorously defend these lawsuits; however, it is unable currently to determine the ultimate outcome of these or similar matters. In addition, the Company is a defendant in various litigation matters generally arising out of the normal course of business. Although it is difficult to predict the ultimate outcomes of these cases, the Company believes that it is not reasonably possible that the ultimate outcomes will materially and adversely affect its business, financial position, results of operations or cash flows. Class Action and Shareholder Derivative Litigation Several securities class action lawsuits related to the Company's March 8, 2011 earnings announcement alleging claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 have been filed in the United States District Court for the Northern District of California on behalf of a purported class of persons who purchased stock between December 1 or 2, 2010 through March 8, 2011. The named defendants are the Company and its Chairman of the Board, Chief Executive Officer and Chief Financial Officer. To date, no specific amount of damages have been alleged. The cases were consolidated, lead plaintiff was appointed and a consolidated complaint was filed. On September 30, 2013, the District Court granted the Company's motion to dismiss the First Amended Complaint and entered judgment, and plaintiff appealed. On January 8, 2016, the Ninth Circuit Court of Appeals reversed the judgment in part for further proceedings in the District Court. On July 15, 2016, lead plaintiff filed a Second Amended Complaint in the District Court. On August 19, 2016, the Company moved to dismiss. The motion has been briefed and heard by the District Court, and is under submission. In addition, two purported shareholder derivative lawsuits related to the Company's March 8, 2011 earnings announcement have been filed in the California Superior Court for the County of Santa Clara, and a third derivative lawsuit has been filed in the United States District Court for the Northern District of California. The complaints assert claims for alleged breach of fiduciary duty, unjust enrichment, and waste on behalf of the Company. Named as defendants are the members of the Company's board of directors, including the Company's Chairman of the Board and Chief Executive Officer, and its Chief Financial Officer. No specific amount of damages has been alleged and, by the derivative nature of the lawsuits, no damages will be alleged, against the Company. The state court cases have been consolidated and a lead plaintiff has been appointed to file a consolidated complaint. The derivative cases were stayed pending a ruling in the federal class action case. The derivative cases remain stayed at present, subject to the right of the parties to reinstate them. Mears Technologies Litigation On May 6, 2013, Mears Technologies, Inc. filed a complaint for patent infringement in the United States District Court for the Eastern District of Texas against the Company. The complaint alleges that Finisar's WSS products, ROADM line cards containing a Finisar WSS, and Waveshaper products infringe U.S. Patent No. 6,141,361. The Company has performed a review of the asserted patent and believes that the patent claims are not infringed and/or are invalid. On June 17, 2014, the district court issued a claim construction order favorable to the Company. On October 6, 2014, the court denied a motion of the plaintiff to amend its infringement contentions in light of the court’s claim construction ruling. As a result, the plaintiff has conceded that it is unable to pursue its infringement claims against the Company. On December 30, 2014, the court granted the Company’s motion for summary judgment of non-infringement. The plaintiff has appealed the court’s claim construction ruling and the court’s denial of the plaintiff’s motion to amend its infringement contentions in light of the court’s claim construction ruling. The Company has opposed this appeal. Oral argument on the appeal is scheduled for January 9, 2017. If the plaintiff’s appeal is wholly or partially successful, the case would be revived in the United States District Court for the Eastern District of Texas. If the appeal succeeds and the case resumes, the Company may be liable for substantial damages. Even if the defense of any resumed case is successful, the Company may incur substantial legal fees and other costs in defending the lawsuit. Further, the lawsuit could divert the efforts and attention of the Company's management and technical personnel, which could harm its business. |
Guarantees and Indemnifications
Guarantees and Indemnifications | 6 Months Ended |
Oct. 30, 2016 | |
Guarantees [Abstract] | |
Guarantees and Indemnifications | Guarantees and Indemnifications Upon issuance of a guarantee, the guarantor must recognize a liability for the fair value of the obligations it assumes under that guarantee. As permitted under Delaware law and in accordance with the Company's Bylaws, the Company indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company's request in such capacity. The term of the indemnification period is for the officer's or director's lifetime. The Company may terminate the indemnification agreements with its officers and directors upon 90 days written notice, but termination will not affect claims for indemnification relating to events occurring prior to the effective date of termination. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer liability insurance policy that may enable it to recover a portion of any future amounts paid. The Company enters into indemnification obligations under its agreements with other companies in its ordinary course of business, including agreements with customers, business partners and insurers. Under these provisions the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company's activities or the use of the Company's products. These indemnification provisions generally survive termination of the underlying agreement. In some cases, the maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company believes the fair value of these indemnification obligations is immaterial. Accordingly, the Company has not recorded any liabilities for these agreements as of October 30, 2016 . To date, the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Oct. 30, 2016 | |
Accounting Policies [Abstract] | |
Consolidation | The accompanying unaudited condensed consolidated financial statements as of October 30, 2016 and for the three and six month periods ended October 30, 2016 and November 1, 2015 have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and include the accounts of Finisar Corporation and its controlled subsidiaries (collectively, “Finisar” or the “Company”). Intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Company's financial position as of October 30, 2016 , its operating results for the three and six month periods ended October 30, 2016 and November 1, 2015 , and its cash flows for the six month periods ended October 30, 2016 and November 1, 2015 . |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. |
Recent Adoption of New Accounting Standards and Pending Adoption of New Accounting Standards | Recent Adoption of New Accounting Standards In April 2015, the Financial Accounting Standards Board ("FASB") issued an accounting standards update simplifying the presentation of debt issuance costs as a direct deduction from the carrying value of the debt liability rather than showing the debt issuance costs as an asset. The Company adopted this update in the first quarter of fiscal 2017 on a retrospective basis. Accordingly, $1.6 million of unamortized debt issuance costs were reclassified from other assets to convertible debt in the consolidated balance sheet as of May 1, 2016. In March 2016, the FASB issued an accounting standards update simplifying several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted all provisions of this update in the first quarter of fiscal 2017. Adoption of this update did not have a significant effect on the Company's consolidated financial position, results of operations and cash flows. As part of this adoption, the Company made an accounting policy election to account for forfeitures as they occur, rather than continue to estimate the number of stock-based awards that are expected to vest. Pending Adoption of New Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standards setting bodies that are adopted by the Company as of the specified effective date. The Company believes the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial position, results of operations and cash flows upon adoption. |
Net Income per Share | Basic net income per share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share has been computed using the weighted-average number of shares of common stock and dilutive potential common shares from stock options and restricted stock units (under the treasury stock method) and 0.50% Convertible Senior Notes due 2033 (under the treasury stock method) outstanding during the period. |
Warranty | The Company generally offers a one year limited warranty for its products. The specific terms and conditions of these warranties vary depending upon the product sold. The Company estimates the costs that may be incurred under its basic limited warranty and records a liability for the amount of such costs at the time revenue is recognized. Factors that affect the Company's warranty liability include the historical and anticipated rates of warranty claims and cost to repair. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Oct. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Income per Share | The following table presents the calculation of basic and diluted net income per share: Three Months Ended Six Months Ended (in thousands, except per share amounts) October 30, 2016 November 1, 2015 October 30, 2016 November 1, 2015 Numerator: Net income $ 48,766 $ 6,644 $ 72,715 $ 10,037 Numerator for basic net income per share 48,766 6,644 72,715 10,037 Numerator for diluted net income per share $ 48,766 $ 6,644 $ 72,715 $ 10,037 Denominator: Denominator for basic net income per share - weighted average shares 110,407 106,635 109,614 105,961 Effect of dilutive securities: Stock options and restricted stock units 2,785 858 2,836 2,277 Dilutive potential common shares 2,785 858 2,836 2,277 Denominator for diluted net income per share 113,192 107,493 112,450 108,238 Net income per share: Basic $ 0.44 $ 0.06 $ 0.66 $ 0.09 Diluted $ 0.43 $ 0.06 $ 0.65 $ 0.09 |
Schedule of Antidilutive Securities Excluded from Computation of Net Income per Share | The following table presents common shares related to potentially dilutive securities excluded from the calculation of diluted net income per share as their effect would have been anti-dilutive: Three Months Ended Six Months Ended (in thousands) October 30, 2016 November 1, 2015 October 30, 2016 November 1, 2015 Stock options and restricted stock units 271 5,477 569 2,979 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Oct. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: As of (in thousands) October 30, 2016 May 1, 2016 Raw materials $ 52,447 $ 51,963 Work-in-process 156,494 137,603 Finished goods 83,498 83,725 Total inventories $ 292,439 $ 273,291 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Oct. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes | As of October 30, 2016 , the notes consisted of the following (in thousands): Liability component: Principal $ 258,750 Unamortized debt discount (22,761 ) Unamortized debt issuance costs (1,310 ) Net carrying amount of the liability component $ 234,679 Carrying amount of the equity component $ 49,648 |
Schedule of Interest Expense Information | The following table sets forth interest expense information related to the 2033 Notes: Three Months Ended Six Months Ended (in thousands, except percentages) October 30, 2016 November 1, 2015 October 30, 2016 November 1, 2015 Contractual interest expense $ 324 $ 324 $ 648 $ 648 Amortization of the debt discount 2,509 2,391 4,978 4,745 Amortization of issuance costs 154 154 308 308 Total interest cost $ 2,987 $ 2,869 $ 5,934 $ 5,701 Effective interest rate on the liability component 4.87 % 4.87 % 4.87 % 4.87 % |
Warranty (Tables)
Warranty (Tables) | 6 Months Ended |
Oct. 30, 2016 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability | Changes in the Company's warranty liability during the following period were as follows: Six Months Ended (in thousands) October 30, 2016 Beginning balance at May 1, 2016 $ 12,001 Additions during the period based on product sold 2,088 Change in estimates (1,061 ) Settlements and expirations (6,921 ) Ending balance at October 30, 2016 $ 6,107 |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Oct. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Measured at Fair Value on a Recurring Basis | The Company's financial instruments measured at fair value on a recurring basis as of October 30, 2016 and May 1, 2016 were as follows: October 30, 2016 May 1, 2016 Carrying Fair Value Carrying Fair Value (in thousands) Amount Level 1 Level 2 Level 3 Total Amount Level 1 Level 2 Level 3 Total Certificates of deposit $ 343,319 $ — $ 343,319 $ — $ 343,319 $ 263,255 $ — $ 263,255 $ — $ 263,255 |
Financial Instruments Not Measured at Fair Value on a Recurring Basis | The Company's financial instruments not measured at fair value on a recurring basis as of October 30, 2016 and May 1, 2016 were as follows: October 30, 2016 May 1, 2016 Carrying Fair Value Carrying Fair Value (in thousands) Amount Level 1 Level 2 Level 3 Total Amount Level 1 Level 2 Level 3 Total 2033 Notes $ 234,679 $ 295,234 $ — $ — $ 295,234 $ 229,393 $ 247,430 $ — $ — $ 247,430 |
Basis of Presentation (Details)
Basis of Presentation (Details) | 3 Months Ended | 6 Months Ended | |
Aug. 02, 2015USD ($) | Oct. 30, 2016USD ($)segment | Nov. 01, 2015USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reportable segments | segment | 1 | ||
Impairment of long-lived assets | $ 1,900,000 | $ 0 | $ 1,901,000 |
Income Approach Valuation Technique | Impaired Long-Lived Assets | |||
Property, Plant and Equipment | |||
Estimated fair value | $ 0 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details) - Accounting Standards Update 2015-03 $ in Millions | May 01, 2016USD ($) |
Other Assets | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Debt issuance costs reclassified | $ (1.6) |
Convertible Debt | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Debt issuance costs reclassified | $ 1.6 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) | Oct. 30, 2016 | Nov. 01, 2015 | Dec. 31, 2013 |
Convertible Debt | 0.5% Convertible Senior Notes Due 2033 | |||
Debt Instrument | |||
Interest rate | 0.50% | 0.50% | 0.50% |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Calculation of Basic and Diluted Net Income per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 30, 2016 | Nov. 01, 2015 | Oct. 30, 2016 | Nov. 01, 2015 | |
Numerator: | ||||
Net income | $ 48,766 | $ 6,644 | $ 72,715 | $ 10,037 |
Numerator for diluted net income per share | $ 48,766 | $ 6,644 | $ 72,715 | $ 10,037 |
Denominator: | ||||
Denominator for basic net income per share - weighted average shares (shares) | 110,407 | 106,635 | 109,614 | 105,961 |
Effect of dilutive securities: | ||||
Stock options and restricted stock units (shares) | 2,785 | 858 | 2,836 | 2,277 |
Dilutive potential common shares (shares) | 2,785 | 858 | 2,836 | 2,277 |
Denominator for diluted net income per share (shares) | 113,192 | 107,493 | 112,450 | 108,238 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.44 | $ 0.06 | $ 0.66 | $ 0.09 |
Diluted (in dollars per share) | $ 0.43 | $ 0.06 | $ 0.65 | $ 0.09 |
Earnings per Share - Schedule28
Earnings per Share - Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 30, 2016 | Nov. 01, 2015 | Oct. 30, 2016 | Nov. 01, 2015 | |
Stock Options and Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 271 | 5,477 | 569 | 2,979 |
Inventories - Schedule of Inve
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Oct. 30, 2016 | May 01, 2016 |
Inventory, Net [Abstract] | ||
Raw materials | $ 52,447 | $ 51,963 |
Work-in-process | 156,494 | 137,603 |
Finished goods | 83,498 | 83,725 |
Total inventories | $ 292,439 | $ 273,291 |
Investments - Schedule of Held-
Investments - Schedule of Held-To-Maturity Securities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 30, 2016 | Nov. 01, 2015 | Oct. 30, 2016 | Nov. 01, 2015 | |
Investments [Abstract] | ||||
Gross unrealized gains | $ 0 | $ 0 | $ 0 | $ 0 |
Gross unrealized losses | 0 | 0 | 0 | 0 |
Realized gains or losses | 0 | 0 | 0 | 0 |
Other-than-temporary impairments | $ 0 | $ 0 | $ 0 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - Convertible Debt - 0.5% Convertible Senior Notes Due 2033 $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Dec. 31, 2013USD ($)d$ / shares | Oct. 30, 2016USD ($) | Nov. 01, 2015 | |
Debt Instrument | |||
Principal | $ 258,800 | $ 258,750 | |
Interest rate | 0.50% | 0.50% | 0.50% |
Conversion ratio | 0.0331 | ||
Conversion price (in dollars per share) | $ / shares | $ 30.18 | ||
Carrying amount of liability component | $ 209,100 | ||
Carrying amount of the equity component | $ 49,648 | ||
Remaining discount amortization period (in months) | 25 months | ||
Transaction costs | $ 3,800 | ||
Other Noncurrent Assets | |||
Debt Instrument | |||
Transaction costs | 3,100 | ||
Additional Paid-in Capital | |||
Debt Instrument | |||
Adjustments to additional paid in capital | $ 725 | ||
Conversion Option One | |||
Debt Instrument | |||
Threshold trading days | d | 20 | ||
Threshold consecutive trading days | 30 days | ||
Threshold percentage of stock price trigger | 130.00% | ||
Conversion Option Two | |||
Debt Instrument | |||
Threshold trading days | d | 5 | ||
Threshold consecutive trading days | 5 days | ||
Threshold percentage of stock price trigger | 98.00% | ||
In The Event Of Fundamental Change in Control | |||
Debt Instrument | |||
Redemption price (percentage) | 100.00% | ||
December 15, 2018, by Holders | |||
Debt Instrument | |||
Redemption price (percentage) | 100.00% | ||
December 15, 2023, by Holders | |||
Debt Instrument | |||
Redemption price (percentage) | 100.00% | ||
December 15, 2028, by Holders | |||
Debt Instrument | |||
Redemption price (percentage) | 100.00% | ||
After December 22, 2018, by Company | |||
Debt Instrument | |||
Redemption price (percentage) | 100.00% |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) - Convertible Debt - 0.5% Convertible Senior Notes Due 2033 - USD ($) $ in Thousands | Oct. 30, 2016 | Dec. 31, 2013 |
Debt Instrument | ||
Principal | $ 258,750 | $ 258,800 |
Unamortized debt discount | (22,761) | |
Unamortized debt issuance costs | (1,310) | |
Net carrying amount of the liability component | 234,679 | |
Carrying amount of the equity component | $ 49,648 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Oct. 30, 2016 | Nov. 01, 2015 | Oct. 30, 2016 | Nov. 01, 2015 | |
Debt Instrument | ||||
Amortization of the debt discount | $ 4,978 | $ 4,745 | ||
Convertible Debt | 0.5% Convertible Senior Notes Due 2033 | ||||
Debt Instrument | ||||
Contractual interest expense | $ 324 | $ 324 | 648 | 648 |
Amortization of the debt discount | 2,509 | 2,391 | 4,978 | 4,745 |
Amortization of issuance costs | 154 | 154 | 308 | 308 |
Total interest cost | $ 2,987 | $ 2,869 | $ 5,934 | $ 5,701 |
Effective interest rate on the liability component | 4.87% | 4.87% | 4.87% | 4.87% |
Warranty - Schedule of Product
Warranty - Schedule of Product Warranty Liability (Details) $ in Thousands | 6 Months Ended |
Oct. 30, 2016USD ($) | |
Product Warranties Disclosures [Abstract] | |
Warranty period | 1 year |
Movement in Standard Product Warranty Accrual | |
Beginning balance at May 1, 2016 | $ 12,001 |
Additions during the period based on product sold | 2,088 |
Decrease in estimates | (1,061) |
Settlements and expirations | (6,921) |
Ending balance at October 30, 2016 | $ 6,107 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) $ in Thousands | Oct. 30, 2016USD ($)company | May 01, 2016USD ($) |
Financial Assets | ||
Number of minority investment companies | company | 4 | |
Carrying value of minority investments | $ 3,893 | $ 4,051 |
Recurring | Carrying Amount | Certificates of Deposit | ||
Financial Assets | ||
Cash and cash equivalents | 343,319 | 263,255 |
Recurring | Fair Value | Certificates of Deposit | ||
Financial Assets | ||
Cash and cash equivalents | 343,319 | 263,255 |
Recurring | Level 1 | Fair Value | Certificates of Deposit | ||
Financial Assets | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Level 2 | Fair Value | Certificates of Deposit | ||
Financial Assets | ||
Cash and cash equivalents | 343,319 | 263,255 |
Recurring | Level 3 | Fair Value | Certificates of Deposit | ||
Financial Assets | ||
Cash and cash equivalents | $ 0 | $ 0 |
Fair Value of Financial Instr36
Fair Value of Financial Instruments - Financial Instruments Not Measured at Fair Value on a Recurring Basis (Details) - Recurring - 2033 Notes - USD ($) $ in Thousands | Oct. 30, 2016 | May 01, 2016 |
Carrying Amount | ||
Debt Instrument | ||
Convertible notes | $ 234,679 | $ 229,393 |
Fair Value | ||
Debt Instrument | ||
Convertible notes | 295,234 | 247,430 |
Level 1 | Fair Value | ||
Debt Instrument | ||
Convertible notes | 295,234 | 247,430 |
Level 2 | Fair Value | ||
Debt Instrument | ||
Convertible notes | 0 | 0 |
Level 3 | Fair Value | ||
Debt Instrument | ||
Convertible notes | $ 0 | $ 0 |
Legal Matters (Details)
Legal Matters (Details) | 6 Months Ended | |
Oct. 30, 2016USD ($) | Mar. 08, 2011lawsuit | |
Loss Contingencies | ||
Damages | $ | $ 0 | |
Class Action and Shareholder Derivative Litigation | Pending Litigation | ||
Loss Contingencies | ||
Number of pending claims | lawsuit | 2 |
Guarantees and Indemnificatio38
Guarantees and Indemnifications (Details) | 6 Months Ended |
Oct. 30, 2016 | |
Guarantees [Abstract] | |
Period of written notification to terminate agreement | 90 days |