Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jan. 28, 2018 | Mar. 02, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | FINISAR CORP | |
Entity Central Index Key | 1,094,739 | |
Current Fiscal Year End Date | --04-29 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jan. 28, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 114,694,866 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 28, 2018 | Apr. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 259,023 | $ 260,228 |
Short-term investments | 957,267 | 976,595 |
Accounts receivable, net of allowance for doubtful accounts of $354 at January 28, 2018 and $756 at April 30, 2017 | 243,963 | 272,377 |
Inventories | 382,179 | 331,388 |
Other current assets | 53,023 | 68,269 |
Total current assets | 1,895,455 | 1,908,857 |
Property, equipment and improvements, net | 495,364 | 383,919 |
Purchased intangible assets, net | 9,148 | 13,019 |
Goodwill | 106,736 | 106,736 |
Other assets | 21,883 | 20,126 |
Deferred tax assets | 78,593 | 107,225 |
Total assets | 2,607,179 | 2,539,882 |
Current liabilities: | ||
Accounts payable | 127,248 | 140,568 |
Accrued compensation | 39,660 | 54,520 |
Other accrued liabilities | 36,948 | 43,698 |
Deferred revenue | 14,539 | 13,015 |
Current portion of convertible debt | 248,426 | 0 |
Total current liabilities | 466,821 | 251,801 |
Long-term liabilities: | ||
Convertible debt, net of current portion | 483,481 | 707,782 |
Other non-current liabilities | 16,464 | 17,594 |
Total liabilities | 966,766 | 977,177 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 5,000 shares authorized, no shares issued and outstanding at January 28, 2018 and April 30, 2017 | 0 | 0 |
Common stock, $0.001 par value, 750,000 shares authorized, 114,460 shares and 111,519 shares issued and outstanding at January 28, 2018 and April 30, 2017, respectively | 114 | 112 |
Additional paid-in capital | 2,839,701 | 2,784,204 |
Accumulated other comprehensive loss | (5,712) | (57,864) |
Accumulated deficit | (1,193,690) | (1,163,747) |
Total stockholders' equity | 1,640,413 | 1,562,705 |
Total liabilities and stockholders' equity | $ 2,607,179 | $ 2,539,882 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jan. 28, 2018 | Apr. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 354 | $ 756 |
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) | 114,460,000 | 111,519,000 |
Common stock, shares outstanding (shares) | 114,460,000 | 111,519,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 28, 2018 | Jan. 29, 2017 | Jan. 28, 2018 | Jan. 29, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 332,403 | $ 380,588 | $ 1,006,414 | $ 1,091,776 |
Cost of revenues | 243,724 | 242,961 | 705,009 | 709,790 |
Amortization of acquired developed technology | 611 | 990 | 1,833 | 3,503 |
Gross profit | 88,068 | 136,637 | 299,572 | 378,483 |
Operating expenses: | ||||
Research and development | 59,888 | 54,691 | 178,488 | 158,941 |
Sales and marketing | 11,913 | 13,092 | 36,494 | 38,322 |
General and administrative | 19,739 | 13,235 | 47,311 | 43,126 |
Start-up costs | 638 | 0 | 638 | 0 |
Amortization of purchased intangibles | 666 | 713 | 2,038 | 2,049 |
Impairment of long-lived assets | 1,353 | 0 | 1,353 | 0 |
Total operating expenses | 94,197 | 81,731 | 266,322 | 242,438 |
Income (loss) from operations | (6,129) | 54,906 | 33,250 | 136,045 |
Interest income | 3,995 | 1,716 | 11,181 | 3,463 |
Interest expense | (9,192) | (5,398) | (27,336) | (11,409) |
Other income (expense), net | (459) | (339) | (2,042) | 397 |
Income (loss) before income taxes | (11,785) | 50,885 | 15,053 | 128,496 |
Provision for income taxes | 43,874 | 4,499 | 44,996 | 9,395 |
Net income (loss) | $ (55,659) | $ 46,386 | $ (29,943) | $ 119,101 |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ (0.49) | $ 0.42 | $ (0.26) | $ 1.08 |
Diluted (in dollars per share) | $ (0.49) | $ 0.40 | $ (0.26) | $ 1.05 |
Shares used in computing net income (loss) per share: | ||||
Basic (shares) | 114,209 | 110,956 | 113,571 | 110,061 |
Diluted (shares) | 114,209 | 114,873 | 113,571 | 113,506 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 28, 2018 | Jan. 29, 2017 | Jan. 28, 2018 | Jan. 29, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (55,659) | $ 46,386 | $ (29,943) | $ 119,101 |
Other comprehensive income (loss), net of tax: | ||||
Change in cumulative foreign currency translation adjustment | 35,952 | (10,172) | 52,152 | (34,756) |
Total other comprehensive income (loss), net of tax | 35,952 | (10,172) | 52,152 | (34,756) |
Total comprehensive income (loss) | $ (19,707) | $ 36,214 | $ 22,209 | $ 84,345 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Jan. 28, 2018 | Jan. 29, 2017 | |
Operating activities | ||
Net income (loss) | $ (29,943) | $ 119,101 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 73,700 | 64,652 |
Amortization of intangible assets | 3,870 | 5,552 |
Amortization of debt issuance costs | 1,155 | 565 |
Stock-based compensation expense | 49,448 | 39,200 |
Amortization of discount on held-to-maturity investments | (5,637) | (305) |
Loss on sale or retirement of assets | 36 | 20 |
Impairment of long-lived assets | 1,353 | 0 |
Impairment of minority investment | 2,347 | 643 |
Equity in losses of equity method investment | 0 | 85 |
Amortization of discount on convertible debt | 22,971 | 9,441 |
Deferred income tax expense | 41,794 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 28,414 | (30,842) |
Inventories | (27,978) | (55,464) |
Other assets | (2,011) | (20,740) |
Accounts payable | (13,320) | 14,325 |
Accrued compensation | (14,860) | 14,556 |
Other accrued liabilities | (7,880) | (1,212) |
Deferred revenue | 1,524 | 1,436 |
Net cash provided by operating activities | 124,983 | 161,013 |
Investing activities | ||
Additions to property, equipment and improvements | (156,302) | (91,463) |
Net proceeds from sale of property and equipment | 0 | 380 |
Purchases of short-term investments | (1,597,163) | (896,208) |
Maturities of short-term investments | 1,622,524 | 185,821 |
Purchase of intangible assets | 0 | (1,800) |
Net cash used in investing activities | (130,941) | (803,270) |
Financing activities | ||
Repayments of term loans | 0 | (200) |
Proceeds from the issuance of 0.50% Convertible Senior Notes due 2036, net of issuance costs | 0 | 569,302 |
Proceeds from the issuance of shares under equity plans and employee stock purchase plan | 11,210 | 18,404 |
Shares repurchased for tax withholdings on vesting of restricted stock units | (6,457) | (3,877) |
Net cash provided by financing activities | 4,753 | 583,629 |
Net decrease in cash and cash equivalents | (1,205) | (58,628) |
Cash and cash equivalents at beginning of period | 260,228 | 299,221 |
Cash and cash equivalents at end of period | 259,023 | 240,593 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 4,170 | 1,297 |
Cash paid for taxes | $ 8,863 | $ 8,795 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Parenthetical) | Jan. 28, 2018 | Jan. 29, 2017 | Dec. 31, 2016 |
0.50% Convertible Senior Notes Due 2036 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Interest rate | 0.50% | 0.50% | 0.50% |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jan. 28, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of January 28, 2018 and for the three and nine month periods ended January 28, 2018 and January 29, 2017 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 January 28, 2018 , its operating results for the three and nine month periods ended January 28, 2018 and January 29, 2017 , and its cash flows for the nine month periods ended January 28, 2018 and January 29, 2017 . Operating results for the three and nine month periods ended January 28, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending April 29, 2018 . The condensed consolidated balance sheet as of April 30, 2017 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 April 30, 2017 . 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. During the third quarter of fiscal 2018, Jerry S. Rawls resigned as the Company's Chief Executive Officer and as Chairman of the Company's Board of Directors (the “Board”). Mr. Rawls remains a member of the Board. In connection with Mr. Rawls’ resignation, and in accordance with the terms of related separation and release agreement between Mr. Rawls and the Company, Mr. Rawls received a lump sum cash severance payment of $300,000 , and vesting of each of Mr. Rawls’ outstanding and unvested awards of restricted stock units granted by the Company was accelerated 100% . Accordingly, during the third quarter of fiscal 2018, the Company recorded approximately $7.5 million of compensation expense related to this acceleration. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jan. 28, 2018 | |
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 April 30, 2017 . There have been no material changes to the Company's significant accounting policies since the filing of the annual report on Form 10-K. Pending Adoption of New Accounting Standards In May 2014, the FASB, jointly with the International Accounting Standards Board, issued a comprehensive new standard on revenue recognition from contracts with customers. The standard's core principle is that a reporting entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying this new guidance to contracts within its scope, an entity will: (1) identify the contract(s) with a customer, (2) identify the performance obligation in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Additionally, this new guidance would require significantly expanded disclosures about revenue recognition. Provisions of this new standard are effective for annual reporting periods (including interim reporting periods within those annual periods) beginning after December 15, 2016. In April 2015, the FASB proposed a deferral of this standard's effective date by one year. The proposed deferral allows early adoption at the original effective date. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt this new guidance. The Company plans to adopt this standard using a modified retrospective approach. The Company's assessment has identified a change in revenue recognition timing on sales made to distributors. The Company expects to recognize revenue upon delivery of products to the distributor (in accordance with established shipping and delivery terms) rather than deferring recognition until the distributor sells the product to the end customer. On the date of the initial application, the Company will remove the deferred revenue on sales to distributors through a cumulative adjustment to retained earnings. The Company is continuing its evaluation of any additional potential effects, such as the timing of revenue recognition on licensing arrangements with respect to the Company’s intellectual property, on its consolidated financial position, results of operations and cash flows, as well as changes to its accounting policies and disclosures, from the adoption of this standard. In February 2016, the FASB issued an accounting standards update which replaces the current lease accounting standard. The update will require lessees, among other items, to recognize a right-of-use asset and a lease liability for most leases. The update is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain optional practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. The Company expects to adopt this standard in the first quarter of its fiscal 2020. The Company is currently evaluating potential effects on its consolidated financial position, results of operations and cash flows from the adoption of this standard. 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. Unless otherwise discussed, 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. U.S. Tax Reform On December 22, 2017, the Tax Cuts and Jobs Act ("TCJA") was enacted, containing significant changes to the U.S. tax law, including lowering the U.S. corporate income tax rate, implementing a territorial tax system, and imposing a one-time tax on deemed repatriation of earnings of foreign subsidiaries. The TCJA reduces the U.S. statutory corporate income tax rate from 35% to 21%, effective January 1, 2018. As a result of this rate reduction, the Company revalued its net deferred tax asset as of December 22, 2017, and recorded a reduction in its deferred tax assets and a corresponding deferred tax expense of approximately $22.3 million . The TCJA allows 100% expensing of cost of qualified property acquired and placed in service after September 27, 2017 and before January 1, 2023. The bonus depreciation percentage is phased down from 100% beginning in 2023 through 2026. The Company expects to elect to claim the 100% bonus depreciation for the assets placed into service after September 27, 2017. The net impact of this provision is not material to the Company's consolidated financial position, results of operations and cash flows. The TCJA also implements a territorial tax system. Under the territorial tax system, in general, the Company’s foreign earnings will no longer be subject to tax in the U.S. As part of transitioning to the territorial tax system, the TCJA includes a mandatory deemed repatriation of all undistributed foreign earnings that are subject to a U.S. income tax. As of December 31, 2017, the Company had approximately $123.0 million of undistributed earnings for certain non-U.S. subsidiaries that have been indefinitely reinvested outside the U.S. The mandatory deemed repatriation of these undistributed earnings resulted in a one-time deferred tax expense of approximately $19.5 million . This provisional estimate may be impacted by a number of additional considerations, including, but not limited to, the issuance of final regulations and the Company's ongoing analysis of this new tax law. The Company has historically asserted its intent to reinvest these earnings in foreign operations indefinitely and continues to do so. The Company does not intend to repatriate these earnings to fund its U.S. operations and, accordingly, it does not provide for the U.S. state income and foreign withholding tax on these earnings. While the TJCA provides a territorial tax system, beginning in 2018, it includes two new U.S. tax base erosion provisions, the global intangible low-taxed income ("GILTI") provision and the base-erosion and anti-abuse tax ("BEAT") provision. The GILTI provision requires the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The BEAT provision eliminates the deduction of certain base-erosion payments made to related foreign corporations and imposes a minimum tax if greater than regular tax. The Company expects that the BEAT provision may result in significant U.S. tax in future periods. In addition, the Company intends to account for the GILTI tax in the period in which it is incurred, and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for the three and nine month periods ended January 28, 2018. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. The Company has recognized the provisional tax impact related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities to the extent needed and included these amounts in its consolidated financial statements for the three and nine month periods ended January 28, 2018. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the TCJA. The accounting is expected to be complete when the Company's 2017 U.S. corporate income tax return is filed in 2018. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Jan. 28, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic net income (loss) per share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share has been computed using the weighted-average number of shares of common stock outstanding during the period plus dilutive potential shares of common stock from (1) stock options and restricted stock units (under the treasury stock method) and (2) convertible debt (under the treasury stock method) outstanding during the period. The following table presents the calculation of basic and diluted net income (loss) per share: Three Months Ended Nine Months Ended (in thousands, except per share amounts) January 28, 2018 January 29, 2017 January 28, 2018 January 29, 2017 Numerator: Net income (loss) $ (55,659 ) $ 46,386 $ (29,943 ) $ 119,101 Numerator for basic net income (loss) per share (55,659 ) 46,386 (29,943 ) 119,101 Numerator for diluted net income (loss) per share $ (55,659 ) $ 46,386 $ (29,943 ) $ 119,101 Denominator: Denominator for basic net income (loss) per share - weighted average shares 114,209 110,956 113,571 110,061 Effect of dilutive securities: Stock options and restricted stock units — 3,786 — 3,445 0.50% Convertible Senior Notes due 2033 — 131 — — Dilutive potential common shares — 3,917 — 3,445 Denominator for diluted net income (loss) per share 114,209 114,873 113,571 113,506 Net income (loss) per share: Basic $ (0.49 ) $ 0.42 $ (0.26 ) $ 1.08 Diluted $ (0.49 ) $ 0.40 $ (0.26 ) $ 1.05 The following table presents potential shares of common stock excluded from the calculation of diluted net income (loss) per share as their effect would have been anti-dilutive: Three Months Ended Nine Months Ended (in thousands) January 28, 2018 January 29, 2017 January 28, 2018 January 29, 2017 Stock options and restricted stock units 3,987 113 4,412 335 0.50% Convertible Senior Notes due 2033 and 0.50% Convertible Senior Notes due 2036 were excluded from the calculation of diluted earnings per share under the treasury stock method for the periods when the conversion price exceeded the average market price for the Company's common stock. |
Inventories
Inventories | 9 Months Ended |
Jan. 28, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: As of (in thousands) January 28, 2018 April 30, 2017 Raw materials $ 84,833 $ 66,560 Work-in-process 214,044 173,302 Finished goods 83,302 91,526 Total inventories $ 382,179 $ 331,388 |
Investments
Investments | 9 Months Ended |
Jan. 28, 2018 | |
Investments [Abstract] | |
Investments | Investments The Company's portfolio of fixed income securities consists of commercial paper notes and 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 January 28, 2018 and April 30, 2017 . 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. The Company's investments in fixed income securities as of January 28, 2018 and April 30, 2017 were as follows: January 28, 2018 April 30, 2017 Gross Unrealized Gross Unrealized (in thousands) Amortized Cost Gains Losses Fair Value Amortized Cost Gains Losses Fair Value Commercial paper $ 545,513 $ — $ — $ 545,513 $ 571,592 $ — $ — $ 571,592 Certificates of deposit 411,754 — — 411,754 405,003 — — 405,003 Total $ 957,267 $ — $ — $ 957,267 $ 976,595 $ — $ — $ 976,595 During the three and nine month periods ended January 28, 2018 and January 29, 2017 , there were no gross unrealized gains or losses, no realized gains or losses, and no other-than-temporary impairments. |
Debt
Debt | 9 Months Ended |
Jan. 28, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt 0.50% Convertible Senior Notes Due 2036 In December 2016, the Company issued and sold $575.0 million in aggregate principal amount of 0.50% Convertible Senior Notes due 2036 (the "2036 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, 2036, 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, 2036 only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on January 29, 2017 (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, 2036 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 22.6388 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $44.17 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, 2021, 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, 2021, December 15, 2026 and December 15, 2031 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, 2021 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 $465.1 million was calculated by estimating the fair value of similar liabilities without a conversion feature. The residual principal amount of the notes of $109.9 million was allocated to the equity component. The resulting debt discount is amortized as interest expense. As of January 28, 2018 , the remaining debt discount amortization period was 47 months . As of January 28, 2018 , the 2036 Notes consisted of the following (in thousands): Liability component: Principal $ 575,000 Unamortized debt discount (87,930 ) Unamortized debt issuance costs (3,589 ) Net carrying amount of the liability component $ 483,481 Carrying amount of the equity component $ 109,881 The Company incurred approximately $5.7 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 $4.6 million , allocated to the liability component, were recognized as a debt discount and are amortized. Transaction costs of $1.1 million , 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 2036 Notes: Three Months Ended Nine Months Ended (in thousands, except percentages) January 28, 2018 January 29, 2017 January 28, 2018 January 29, 2017 Contractual interest expense $ 719 $ 282 $ 2,157 $ 282 Amortization of the debt discount 5,085 1,934 15,093 1,934 Amortization of issuance costs 231 103 693 103 Total interest cost $ 6,035 $ 2,319 $ 17,943 $ 2,319 Effective interest rate on the liability component 4.85 % 4.85 % 4.85 % 4.85 % The Company applies the treasury stock method to determine the potential dilutive effect of the 2036 Notes on net income per share as a result of the Company's intent and stated policy to settle the principal amount of the 2036 Notes in cash. 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 January 28, 2018 , the remaining debt discount amortization period was 10 months . As of January 28, 2018 , the 2033 Notes consisted of the following (in thousands): Liability component: Principal $ 258,750 Unamortized debt discount (9,784 ) Unamortized debt issuance costs (540 ) Net carrying amount of the liability component $ 248,426 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 Nine Months Ended (in thousands, except percentages) January 28, 2018 January 29, 2017 January 28, 2018 January 29, 2017 Contractual interest expense $ 324 $ 324 $ 972 $ 972 Amortization of the debt discount 2,654 2,529 7,878 7,507 Amortization of issuance costs 154 154 462 462 Total interest cost $ 3,132 $ 3,007 $ 9,312 $ 8,941 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. As explained above, the terms of the 2033 Notes include a provision that allows the holders to require the Company to redeem any of their notes on December 15, 2018. Accordingly, all $248.4 million of the net carrying amount of the liability component of the 2033 Notes outstanding as of January 28, 2018 was classified as a current liability as of that date. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Jan. 28, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's financial instruments not measured at fair value on a recurring basis as of January 28, 2018 and April 30, 2017 were as follows: January 28, 2018 April 30, 2017 Carrying Fair Value Carrying Fair Value (in thousands) Amount Level 1 Level 2 Level 3 Total Amount Level 1 Level 2 Level 3 Total Commercial paper $ 545,513 $ — $ 545,513 $ — $ 545,513 $ 571,592 $ — $ 571,592 $ — $ 571,592 Certificates of deposit $ 411,754 $ — $ 411,754 $ — $ 411,754 $ 405,003 $ — $ 405,003 $ — $ 405,003 2033 Notes $ 248,426 $ 257,295 $ — $ — $ 257,295 $ 240,085 $ 273,628 $ — $ — $ 273,628 2036 Notes $ 483,481 $ 528,641 $ — $ — $ 528,641 $ 467,697 $ 534,391 $ — $ — $ 534,391 The fair values of the Company's investments in commercial papers and certificates of deposit are based on quoted market prices for similar instruments or non-binding market prices that are corroborated by observable market data. The fair values of the 2033 Notes and the 2036 Notes are 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 | 9 Months Ended |
Jan. 28, 2018 | |
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 currently unable 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 2, 2010 through March 8, 2011. The named defendants are the Company and Jerry Rawls, its former Chief Executive Officer and former Chairman of the Board, and Eitan Gertel, its former Chief Executive Officer. To date, no specific amount of damages has been alleged. The cases were consolidated, lead plaintiff was appointed and a consolidated complaint was filed. The Company filed a motion to dismiss the case. On January 16, 2013, the District Court granted the Company's motion to dismiss and granted the lead plaintiffs leave to amend the consolidated complaint. An amended consolidated complaint was filed on February 6, 2013. Thereafter, the Company filed a renewed motion to dismiss the case. On September 30, 2013, the District Court granted the Company's motion and dismissed the case with prejudice, 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. On May 1, 2017, the District Court denied the motion and a case scheduling order has been issued. On December 5, 2017, the District Court issued an order denying class certification. On February 1, 2018, the plaintiff filed a petition with the Ninth Circuit Court of Appeal for permission to appeal the denial of class certification. 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 at the time of the claim and certain officers, including Jerry Rawls, the Company's former Chief Executive Officer and former Chairman of the Board, Eitan Gertel, the Company’s former Chief Executive Officer, and Kurt Adzema, the Company’s 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. On August 7, 2017, the plaintiff in the federal case filed an amended complaint. |
Guarantees and Indemnifications
Guarantees and Indemnifications | 9 Months Ended |
Jan. 28, 2018 | |
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 in such capacity at the Company's request. 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 January 28, 2018 . To date, the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jan. 28, 2018 | |
Accounting Policies [Abstract] | |
Consolidation | The accompanying unaudited condensed consolidated financial statements as of January 28, 2018 and for the three and nine month periods ended January 28, 2018 and January 29, 2017 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 January 28, 2018 , its operating results for the three and nine month periods ended January 28, 2018 and January 29, 2017 , and its cash flows for the nine month periods ended January 28, 2018 and January 29, 2017 . Operating results for the three and nine month periods ended January 28, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending April 29, 2018 . The condensed consolidated balance sheet as of April 30, 2017 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 April 30, 2017 . |
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. |
Pending Adoption of New Accounting Standards | Pending Adoption of New Accounting Standards In May 2014, the FASB, jointly with the International Accounting Standards Board, issued a comprehensive new standard on revenue recognition from contracts with customers. The standard's core principle is that a reporting entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying this new guidance to contracts within its scope, an entity will: (1) identify the contract(s) with a customer, (2) identify the performance obligation in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Additionally, this new guidance would require significantly expanded disclosures about revenue recognition. Provisions of this new standard are effective for annual reporting periods (including interim reporting periods within those annual periods) beginning after December 15, 2016. In April 2015, the FASB proposed a deferral of this standard's effective date by one year. The proposed deferral allows early adoption at the original effective date. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt this new guidance. The Company plans to adopt this standard using a modified retrospective approach. The Company's assessment has identified a change in revenue recognition timing on sales made to distributors. The Company expects to recognize revenue upon delivery of products to the distributor (in accordance with established shipping and delivery terms) rather than deferring recognition until the distributor sells the product to the end customer. On the date of the initial application, the Company will remove the deferred revenue on sales to distributors through a cumulative adjustment to retained earnings. The Company is continuing its evaluation of any additional potential effects, such as the timing of revenue recognition on licensing arrangements with respect to the Company’s intellectual property, on its consolidated financial position, results of operations and cash flows, as well as changes to its accounting policies and disclosures, from the adoption of this standard. In February 2016, the FASB issued an accounting standards update which replaces the current lease accounting standard. The update will require lessees, among other items, to recognize a right-of-use asset and a lease liability for most leases. The update is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain optional practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. The Company expects to adopt this standard in the first quarter of its fiscal 2020. The Company is currently evaluating potential effects on its consolidated financial position, results of operations and cash flows from the adoption of this standard. 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. Unless otherwise discussed, 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. U.S. Tax Reform On December 22, 2017, the Tax Cuts and Jobs Act ("TCJA") was enacted, containing significant changes to the U.S. tax law, including lowering the U.S. corporate income tax rate, implementing a territorial tax system, and imposing a one-time tax on deemed repatriation of earnings of foreign subsidiaries. The TCJA reduces the U.S. statutory corporate income tax rate from 35% to 21%, effective January 1, 2018. As a result of this rate reduction, the Company revalued its net deferred tax asset as of December 22, 2017, and recorded a reduction in its deferred tax assets and a corresponding deferred tax expense of approximately $22.3 million . The TCJA allows 100% expensing of cost of qualified property acquired and placed in service after September 27, 2017 and before January 1, 2023. The bonus depreciation percentage is phased down from 100% beginning in 2023 through 2026. The Company expects to elect to claim the 100% bonus depreciation for the assets placed into service after September 27, 2017. The net impact of this provision is not material to the Company's consolidated financial position, results of operations and cash flows. The TCJA also implements a territorial tax system. Under the territorial tax system, in general, the Company’s foreign earnings will no longer be subject to tax in the U.S. As part of transitioning to the territorial tax system, the TCJA includes a mandatory deemed repatriation of all undistributed foreign earnings that are subject to a U.S. income tax. As of December 31, 2017, the Company had approximately $123.0 million of undistributed earnings for certain non-U.S. subsidiaries that have been indefinitely reinvested outside the U.S. The mandatory deemed repatriation of these undistributed earnings resulted in a one-time deferred tax expense of approximately $19.5 million . This provisional estimate may be impacted by a number of additional considerations, including, but not limited to, the issuance of final regulations and the Company's ongoing analysis of this new tax law. The Company has historically asserted its intent to reinvest these earnings in foreign operations indefinitely and continues to do so. The Company does not intend to repatriate these earnings to fund its U.S. operations and, accordingly, it does not provide for the U.S. state income and foreign withholding tax on these earnings. While the TJCA provides a territorial tax system, beginning in 2018, it includes two new U.S. tax base erosion provisions, the global intangible low-taxed income ("GILTI") provision and the base-erosion and anti-abuse tax ("BEAT") provision. The GILTI provision requires the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The BEAT provision eliminates the deduction of certain base-erosion payments made to related foreign corporations and imposes a minimum tax if greater than regular tax. The Company expects that the BEAT provision may result in significant U.S. tax in future periods. In addition, the Company intends to account for the GILTI tax in the period in which it is incurred, and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for the three and nine month periods ended January 28, 2018. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. The Company has recognized the provisional tax impact related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities to the extent needed and included these amounts in its consolidated financial statements for the three and nine month periods ended January 28, 2018. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the TCJA. The accounting is expected to be complete when the Company's 2017 U.S. corporate income tax return is filed in 2018. |
Earnings per Share | Basic net income (loss) per share has been computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share has been computed using the weighted-average number of shares of common stock outstanding during the period plus dilutive potential shares of common stock from (1) stock options and restricted stock units (under the treasury stock method) and (2) convertible debt (under the treasury stock method) outstanding during the period. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Jan. 28, 2018 | |
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 (loss) per share: Three Months Ended Nine Months Ended (in thousands, except per share amounts) January 28, 2018 January 29, 2017 January 28, 2018 January 29, 2017 Numerator: Net income (loss) $ (55,659 ) $ 46,386 $ (29,943 ) $ 119,101 Numerator for basic net income (loss) per share (55,659 ) 46,386 (29,943 ) 119,101 Numerator for diluted net income (loss) per share $ (55,659 ) $ 46,386 $ (29,943 ) $ 119,101 Denominator: Denominator for basic net income (loss) per share - weighted average shares 114,209 110,956 113,571 110,061 Effect of dilutive securities: Stock options and restricted stock units — 3,786 — 3,445 0.50% Convertible Senior Notes due 2033 — 131 — — Dilutive potential common shares — 3,917 — 3,445 Denominator for diluted net income (loss) per share 114,209 114,873 113,571 113,506 Net income (loss) per share: Basic $ (0.49 ) $ 0.42 $ (0.26 ) $ 1.08 Diluted $ (0.49 ) $ 0.40 $ (0.26 ) $ 1.05 |
Schedule of Antidilutive Securities Excluded from Computation of Net Income per Share | The following table presents potential shares of common stock excluded from the calculation of diluted net income (loss) per share as their effect would have been anti-dilutive: Three Months Ended Nine Months Ended (in thousands) January 28, 2018 January 29, 2017 January 28, 2018 January 29, 2017 Stock options and restricted stock units 3,987 113 4,412 335 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jan. 28, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: As of (in thousands) January 28, 2018 April 30, 2017 Raw materials $ 84,833 $ 66,560 Work-in-process 214,044 173,302 Finished goods 83,302 91,526 Total inventories $ 382,179 $ 331,388 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Jan. 28, 2018 | |
Investments [Abstract] | |
Investments in Fixed Income Securities | The Company's investments in fixed income securities as of January 28, 2018 and April 30, 2017 were as follows: January 28, 2018 April 30, 2017 Gross Unrealized Gross Unrealized (in thousands) Amortized Cost Gains Losses Fair Value Amortized Cost Gains Losses Fair Value Commercial paper $ 545,513 $ — $ — $ 545,513 $ 571,592 $ — $ — $ 571,592 Certificates of deposit 411,754 — — 411,754 405,003 — — 405,003 Total $ 957,267 $ — $ — $ 957,267 $ 976,595 $ — $ — $ 976,595 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Jan. 28, 2018 | |
0.50% Convertible Senior Notes Due 2036 | |
Debt Instrument [Line Items] | |
Schedule of Notes | As of January 28, 2018 , the 2036 Notes consisted of the following (in thousands): Liability component: Principal $ 575,000 Unamortized debt discount (87,930 ) Unamortized debt issuance costs (3,589 ) Net carrying amount of the liability component $ 483,481 Carrying amount of the equity component $ 109,881 |
Schedule of Interest Expense Information | The following table sets forth interest expense information related to the 2036 Notes: Three Months Ended Nine Months Ended (in thousands, except percentages) January 28, 2018 January 29, 2017 January 28, 2018 January 29, 2017 Contractual interest expense $ 719 $ 282 $ 2,157 $ 282 Amortization of the debt discount 5,085 1,934 15,093 1,934 Amortization of issuance costs 231 103 693 103 Total interest cost $ 6,035 $ 2,319 $ 17,943 $ 2,319 Effective interest rate on the liability component 4.85 % 4.85 % 4.85 % 4.85 % |
0.50% Convertible Senior Notes Due 2033 | |
Debt Instrument [Line Items] | |
Schedule of Notes | As of January 28, 2018 , the 2033 Notes consisted of the following (in thousands): Liability component: Principal $ 258,750 Unamortized debt discount (9,784 ) Unamortized debt issuance costs (540 ) Net carrying amount of the liability component $ 248,426 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 Nine Months Ended (in thousands, except percentages) January 28, 2018 January 29, 2017 January 28, 2018 January 29, 2017 Contractual interest expense $ 324 $ 324 $ 972 $ 972 Amortization of the debt discount 2,654 2,529 7,878 7,507 Amortization of issuance costs 154 154 462 462 Total interest cost $ 3,132 $ 3,007 $ 9,312 $ 8,941 Effective interest rate on the liability component 4.87 % 4.87 % 4.87 % 4.87 % |
Fair Value of Financial Instr22
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Jan. 28, 2018 | |
Fair Value Disclosures [Abstract] | |
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 January 28, 2018 and April 30, 2017 were as follows: January 28, 2018 April 30, 2017 Carrying Fair Value Carrying Fair Value (in thousands) Amount Level 1 Level 2 Level 3 Total Amount Level 1 Level 2 Level 3 Total Commercial paper $ 545,513 $ — $ 545,513 $ — $ 545,513 $ 571,592 $ — $ 571,592 $ — $ 571,592 Certificates of deposit $ 411,754 $ — $ 411,754 $ — $ 411,754 $ 405,003 $ — $ 405,003 $ — $ 405,003 2033 Notes $ 248,426 $ 257,295 $ — $ — $ 257,295 $ 240,085 $ 273,628 $ — $ — $ 273,628 2036 Notes $ 483,481 $ 528,641 $ — $ — $ 528,641 $ 467,697 $ 534,391 $ — $ — $ 534,391 |
Basis of Presentation (Details)
Basis of Presentation (Details) - Jerry S. Rawls $ in Thousands | 3 Months Ended |
Jan. 28, 2018USD ($) | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Lump sum cash severance payment | $ 300 |
Restricted stock units | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |
Accelerated vesting (as a percent) | 100.00% |
Compensation expense related to acceleration | $ 7,500 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | Dec. 22, 2017 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Deferred tax expense corresponding to reduction in deferred tax assets | $ 22.3 | |
Undistributed earnings for certain non-U.S. subsidiaries | $ 123 | |
One-time deferred tax expense resulting from mandatory deemed repatriation of undistributed earnings | $ 19.5 |
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 | 9 Months Ended | ||
Jan. 28, 2018 | Jan. 29, 2017 | Jan. 28, 2018 | Jan. 29, 2017 | |
Numerator: | ||||
Net income (loss) | $ (55,659) | $ 46,386 | $ (29,943) | $ 119,101 |
Numerator for basic net income (loss) per share | (55,659) | 46,386 | (29,943) | 119,101 |
Numerator for diluted net income (loss) per share | $ (55,659) | $ 46,386 | $ (29,943) | $ 119,101 |
Denominator: | ||||
Denominator for basic net income (loss) per share - weighted average shares (shares) | 114,209 | 110,956 | 113,571 | 110,061 |
Effect of dilutive securities: | ||||
Stock options and restricted stock units (shares) | 0 | 3,786 | 0 | 3,445 |
0.50% Convertible Senior Notes due 2033 (shares) | 0 | 131 | 0 | 0 |
Dilutive potential common shares (shares) | 0 | 3,917 | 0 | 3,445 |
Denominator for diluted net income (loss) per share (shares) | 114,209 | 114,873 | 113,571 | 113,506 |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ (0.49) | $ 0.42 | $ (0.26) | $ 1.08 |
Diluted (in dollars per share) | $ (0.49) | $ 0.40 | $ (0.26) | $ 1.05 |
Earnings per Share - Schedule26
Earnings per Share - Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 28, 2018 | Jan. 29, 2017 | Jan. 28, 2018 | Jan. 29, 2017 | |
Stock options and restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive shares excluded from calculation of EPS (shares) | 3,987 | 113 | 4,412 | 335 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - Convertible Debt | Jan. 28, 2018 | Dec. 31, 2013 |
0.50% Convertible Senior Notes Due 2033 | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.50% | 0.50% |
0.50% Convertible Senior Notes Due 2036 | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.50% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jan. 28, 2018 | Apr. 30, 2017 |
Inventories consist of the following: | ||
Raw materials | $ 84,833 | $ 66,560 |
Work-in-process | 214,044 | 173,302 |
Finished goods | 83,302 | 91,526 |
Total inventories | $ 382,179 | $ 331,388 |
Investments (Details)
Investments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jan. 28, 2018 | Jan. 29, 2017 | Jan. 28, 2018 | Jan. 29, 2017 | Apr. 30, 2017 | |
Schedule of Held-to-maturity Securities [Line Items] | |||||
Amortized Cost | $ 957,267,000 | $ 957,267,000 | $ 976,595,000 | ||
Gross Unrealized Gains | 0 | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | 0 | ||
Fair Value | 957,267,000 | 957,267,000 | 976,595,000 | ||
Unrealized gains or losses | 0 | $ 0 | 0 | $ 0 | |
Realized gains or losses | 0 | 0 | 0 | 0 | |
Other-than-temporary impairments | 0 | $ 0 | 0 | $ 0 | |
Commercial paper | |||||
Schedule of Held-to-maturity Securities [Line Items] | |||||
Amortized Cost | 545,513,000 | 545,513,000 | 571,592,000 | ||
Gross Unrealized Gains | 0 | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | 0 | ||
Fair Value | 545,513,000 | 545,513,000 | 571,592,000 | ||
Certificates of deposit | |||||
Schedule of Held-to-maturity Securities [Line Items] | |||||
Amortized Cost | 411,754,000 | 411,754,000 | 405,003,000 | ||
Gross Unrealized Gains | 0 | 0 | 0 | ||
Gross Unrealized Losses | 0 | 0 | 0 | ||
Fair Value | $ 411,754,000 | $ 411,754,000 | $ 405,003,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 9 Months Ended | |||
Dec. 31, 2016USD ($)day$ / shares | Dec. 31, 2013USD ($)day$ / shares | Jan. 28, 2018USD ($) | Apr. 30, 2017USD ($) | Jan. 29, 2017 | |
Debt Instrument [Line Items] | |||||
Current portion of convertible debt | $ 248,426,000 | $ 0 | |||
Convertible Debt | 0.50% Convertible Senior Notes Due 2036 | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 0.50% | 0.50% | 0.50% | ||
Aggregate principal amount | $ 575,000,000 | ||||
Conversion ratio | 0.0226388 | ||||
Conversion price (in dollars per share) | $ / shares | $ 44.17 | ||||
Carrying amount of liability component | $ 465,100,000 | ||||
Residual principal amount | 109,900,000 | $ 109,881,000 | |||
Remaining discount amortization period | 47 months | ||||
Transaction costs | 5,700,000 | ||||
Net carrying amount of the liability component | $ 483,481,000 | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2036 | Additional Paid-in Capital | |||||
Debt Instrument [Line Items] | |||||
Transaction costs | 1,100,000 | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2036 | Other Noncurrent Assets | |||||
Debt Instrument [Line Items] | |||||
Transaction costs | $ 4,600,000 | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2036 | In The Event Of Fundamental Change in Control | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2036 | December 15, 2018/December 15, 2021, by Holders | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2036 | December 15, 2023/December 15, 2026, by Holders | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2036 | December 15, 2028/December 15, 2031, by Holders | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2036 | On or after December 22, 2018/December 22, 2021 | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2036 | Conversion Option One | |||||
Debt Instrument [Line Items] | |||||
Threshold trading days | day | 20 | ||||
Threshold consecutive trading days | day | 30 | ||||
Threshold percentage of stock price trigger | 130.00% | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2036 | Conversion Option Two | |||||
Debt Instrument [Line Items] | |||||
Threshold trading days | day | 5 | ||||
Threshold consecutive trading days | day | 5 | ||||
Threshold percentage of stock price trigger | 98.00% | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2033 | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 0.50% | 0.50% | |||
Aggregate principal amount | $ 258,800,000 | ||||
Conversion ratio | 0.0331301 | ||||
Conversion price (in dollars per share) | $ / shares | $ 30.18 | ||||
Carrying amount of liability component | $ 209,100,000 | ||||
Residual principal amount | 49,600,000 | $ 49,648,000 | |||
Remaining discount amortization period | 10 months | ||||
Transaction costs | 3,800,000 | ||||
Net carrying amount of the liability component | $ 248,426,000 | ||||
Current portion of convertible debt | $ 248,400,000 | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2033 | Additional Paid-in Capital | |||||
Debt Instrument [Line Items] | |||||
Transaction costs | 725,000 | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2033 | Other Noncurrent Assets | |||||
Debt Instrument [Line Items] | |||||
Transaction costs | $ 3,100,000 | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2033 | In The Event Of Fundamental Change in Control | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2033 | December 15, 2018/December 15, 2021, by Holders | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2033 | December 15, 2023/December 15, 2026, by Holders | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2033 | December 15, 2028/December 15, 2031, by Holders | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2033 | On or after December 22, 2018/December 22, 2021 | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2033 | Conversion Option One | |||||
Debt Instrument [Line Items] | |||||
Threshold trading days | day | 20 | ||||
Threshold consecutive trading days | day | 30 | ||||
Threshold percentage of stock price trigger | 130.00% | ||||
Convertible Debt | 0.50% Convertible Senior Notes Due 2033 | Conversion Option Two | |||||
Debt Instrument [Line Items] | |||||
Threshold trading days | day | 5 | ||||
Threshold consecutive trading days | day | 5 | ||||
Threshold percentage of stock price trigger | 98.00% |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) - Convertible Debt - USD ($) $ in Thousands | Jan. 28, 2018 | Dec. 31, 2016 | Dec. 31, 2013 |
0.50% Convertible Senior Notes Due 2036 | |||
Liability component: | |||
Principal | $ 575,000 | ||
Unamortized debt discount | (87,930) | ||
Unamortized debt issuance costs | (3,589) | ||
Net carrying amount of the liability component | 483,481 | ||
Carrying amount of the equity component | 109,881 | $ 109,900 | |
0.50% Convertible Senior Notes Due 2033 | |||
Liability component: | |||
Principal | 258,750 | ||
Unamortized debt discount | (9,784) | ||
Unamortized debt issuance costs | (540) | ||
Net carrying amount of the liability component | 248,426 | ||
Carrying amount of the equity component | $ 49,648 | $ 49,600 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jan. 28, 2018 | Jan. 29, 2017 | Jan. 28, 2018 | Jan. 29, 2017 | |
Debt Instrument [Line Items] | ||||
Amortization of the debt discount | $ 22,971 | $ 9,441 | ||
Convertible Debt | 0.50% Convertible Senior Notes Due 2036 | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 719 | $ 282 | 2,157 | 282 |
Amortization of the debt discount | 5,085 | 1,934 | 15,093 | 1,934 |
Amortization of issuance costs | 231 | 103 | 693 | 103 |
Total interest cost | $ 6,035 | $ 2,319 | $ 17,943 | $ 2,319 |
Effective interest rate on the liability component | 4.85% | 4.85% | 4.85% | 4.85% |
Convertible Debt | 0.50% Convertible Senior Notes Due 2033 | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 324 | $ 324 | $ 972 | $ 972 |
Amortization of the debt discount | 2,654 | 2,529 | 7,878 | 7,507 |
Amortization of issuance costs | 154 | 154 | 462 | 462 |
Total interest cost | $ 3,132 | $ 3,007 | $ 9,312 | $ 8,941 |
Effective interest rate on the liability component | 4.87% | 4.87% | 4.87% | 4.87% |
Fair Value of Financial Instr33
Fair Value of Financial Instruments (Details) - Nonrecurring - USD ($) $ in Thousands | Jan. 28, 2018 | Apr. 30, 2017 |
Carrying Amount | 2033 Notes | ||
Financial Assets | ||
Convertible notes | $ 248,426 | $ 240,085 |
Carrying Amount | 2036 Notes | ||
Financial Assets | ||
Convertible notes | 483,481 | 467,697 |
Carrying Amount | Commercial paper | ||
Financial Assets | ||
Cash and cash equivalents | 545,513 | 571,592 |
Carrying Amount | Certificates of deposit | ||
Financial Assets | ||
Investments | 411,754 | 405,003 |
Fair Value | 2033 Notes | ||
Financial Assets | ||
Convertible notes | 257,295 | 273,628 |
Fair Value | 2036 Notes | ||
Financial Assets | ||
Convertible notes | 528,641 | 534,391 |
Fair Value | Commercial paper | ||
Financial Assets | ||
Cash and cash equivalents | 545,513 | 571,592 |
Fair Value | Certificates of deposit | ||
Financial Assets | ||
Investments | 411,754 | 405,003 |
Fair Value | Level 1 | 2033 Notes | ||
Financial Assets | ||
Convertible notes | 257,295 | 273,628 |
Fair Value | Level 1 | 2036 Notes | ||
Financial Assets | ||
Convertible notes | 528,641 | 534,391 |
Fair Value | Level 1 | Commercial paper | ||
Financial Assets | ||
Cash and cash equivalents | 0 | 0 |
Fair Value | Level 1 | Certificates of deposit | ||
Financial Assets | ||
Investments | 0 | 0 |
Fair Value | Level 2 | 2033 Notes | ||
Financial Assets | ||
Convertible notes | 0 | 0 |
Fair Value | Level 2 | 2036 Notes | ||
Financial Assets | ||
Convertible notes | 0 | 0 |
Fair Value | Level 2 | Commercial paper | ||
Financial Assets | ||
Cash and cash equivalents | 545,513 | 571,592 |
Fair Value | Level 2 | Certificates of deposit | ||
Financial Assets | ||
Investments | 411,754 | 405,003 |
Fair Value | Level 3 | 2033 Notes | ||
Financial Assets | ||
Convertible notes | 0 | 0 |
Fair Value | Level 3 | 2036 Notes | ||
Financial Assets | ||
Convertible notes | 0 | 0 |
Fair Value | Level 3 | Commercial paper | ||
Financial Assets | ||
Cash and cash equivalents | 0 | 0 |
Fair Value | Level 3 | Certificates of deposit | ||
Financial Assets | ||
Investments | $ 0 | $ 0 |
Legal Matters (Details)
Legal Matters (Details) | 9 Months Ended | |
Jan. 28, 2018USD ($) | Mar. 08, 2011lawsuit | |
Commitments and Contingencies Disclosure [Abstract] | ||
Damages | $ | $ 0 | |
Class Action and Shareholder Derivative Litigation | Pending Litigation | ||
Loss Contingencies | ||
Number of purported shareholder derivative lawsuits | lawsuit | 2 |
Guarantees and Indemnificatio35
Guarantees and Indemnifications (Details) | 9 Months Ended |
Jan. 28, 2018 | |
Guarantees [Abstract] | |
Period of written notice to terminate agreements | 90 days |