Cover Page
Cover Page - shares | 3 Months Ended | |
Jul. 28, 2019 | Aug. 30, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 28, 2019 | |
Document Transition Report | false | |
Entity File Number | 000-27999 | |
Entity Registrant Name | Finisar Corp | |
Entity Central Index Key | 0001094739 | |
Current Fiscal Year End Date | --05-03 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3038428 | |
Entity Address, Address Line One | 1389 Moffett Park Drive | |
Entity Address, City or Town | Sunnyvale, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94089 | |
City Area Code | 408 | |
Local Phone Number | 548-1000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 120,108,027 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 28, 2019 | Apr. 28, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 882,269 | $ 814,185 |
Short-term investments | 0 | 100,000 |
Accounts receivable, net of allowance for doubtful accounts of $220 at July 28, 2019 and $216 at April 28, 2019 | 256,605 | 263,394 |
Inventories | 320,555 | 299,028 |
Other current assets | 40,179 | 44,224 |
Total current assets | 1,499,608 | 1,520,831 |
Property, equipment and improvements, net | 633,323 | 622,979 |
Purchased intangible assets, net | 3,631 | 4,182 |
Goodwill | 106,736 | 106,736 |
Other assets | 62,413 | 15,462 |
Deferred tax assets | 89,218 | 81,977 |
Total assets | 2,394,929 | 2,352,167 |
Current liabilities: | ||
Accounts payable | 119,628 | 132,440 |
Accrued compensation | 33,343 | 31,804 |
Other accrued liabilities | 66,163 | 49,495 |
Total current liabilities | 219,134 | 213,739 |
Long-term liabilities: | ||
Convertible debt | 516,746 | 512,105 |
Other non-current liabilities | 44,906 | 12,162 |
Total liabilities | 780,786 | 738,006 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 5,000 shares authorized, no shares issued and outstanding at July 28, 2019 and April 28, 2019 | 0 | 0 |
Common stock, $0.001 par value, 750,000 shares authorized | 120 | 118 |
Additional paid-in capital | 2,933,917 | 2,919,305 |
Accumulated other comprehensive loss | (54,483) | (48,568) |
Accumulated deficit | (1,265,411) | (1,256,694) |
Total stockholders' equity | 1,614,143 | 1,614,161 |
Total liabilities and stockholders' equity | $ 2,394,929 | $ 2,352,167 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 28, 2019 | Apr. 28, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 220 | $ 216 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Jul. 28, 2019 | Jul. 29, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 285,028 | $ 317,336 |
Cost of revenues | 197,627 | 236,156 |
Amortization of acquired developed technology | 471 | 496 |
Impairment of long-lived assets | 1,665 | 0 |
Gross profit | 85,265 | 80,684 |
Operating expenses: | ||
Research and development | 52,151 | 63,059 |
Sales and marketing | 12,107 | 12,480 |
General and administrative | 13,234 | 12,643 |
Start-up costs | 17,076 | 7,553 |
Amortization of purchased intangibles | 230 | 640 |
Total operating expenses | 94,798 | 96,375 |
Loss from operations | (9,533) | (15,691) |
Interest income | 4,424 | 5,155 |
Interest expense | (6,423) | (9,386) |
Other expense, net | (2,132) | (1,789) |
Loss before income taxes | (13,664) | (21,711) |
Provision for (benefit from) income taxes | (4,947) | (3,222) |
Net loss | $ (8,717) | $ (18,489) |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.07) | $ (0.16) |
Diluted (in dollars per share) | $ (0.07) | $ (0.16) |
Shares used in computing net loss per share: | ||
Basic (shares) | 119,216 | 115,867 |
Diluted (shares) | 119,216 | 115,867 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 28, 2019 | Jul. 29, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (8,717) | $ (18,489) |
Other comprehensive income (loss), net of tax: | ||
Change in cumulative foreign currency translation adjustment | (5,915) | (29,696) |
Total other comprehensive income (loss), net of tax | (5,915) | (29,696) |
Total comprehensive income (loss) | $ (14,632) | $ (48,185) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Apr. 29, 2018 | $ 1,623,617 | $ 115 | $ 2,850,195 | $ (14,660) | $ (1,212,033) |
Beginning balance (in shares) at Apr. 29, 2018 | 114,813 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (18,489) | (18,489) | |||
Other comprehensive loss, net | (29,696) | (29,696) | |||
Issuance of shares pursuant to employee stock purchase plan and equity plans, net of tax withholdings | 4,379 | $ 2 | 4,377 | ||
Issuance of shares pursuant to employee stock purchase plan and equity plans, net of tax withholdings (in shares) | 2,347 | ||||
Stock-based compensation | 15,085 | 15,085 | |||
Ending balance at Jul. 29, 2018 | 1,603,451 | $ 117 | 2,869,657 | (44,356) | (1,221,967) |
Ending balance (in shares) at Jul. 29, 2018 | 117,160 | ||||
Beginning balance at Apr. 28, 2019 | 1,614,161 | $ 118 | 2,919,305 | (48,568) | (1,256,694) |
Beginning balance (in shares) at Apr. 28, 2019 | 118,006 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (8,717) | (8,717) | |||
Other comprehensive loss, net | (5,915) | (5,915) | |||
Issuance of shares pursuant to employee stock purchase plan and equity plans, net of tax withholdings | (2,747) | $ 2 | (2,749) | ||
Issuance of shares pursuant to employee stock purchase plan and equity plans, net of tax withholdings (in shares) | 2,091 | ||||
Stock-based compensation | 17,361 | 17,361 | |||
Ending balance at Jul. 28, 2019 | $ 1,614,143 | $ 120 | $ 2,933,917 | $ (54,483) | $ (1,265,411) |
Ending balance (in shares) at Jul. 28, 2019 | 120,097 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 28, 2019 | Jul. 29, 2018 | |
Operating activities | ||
Net loss | $ (8,717) | $ (18,489) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 22,592 | 24,799 |
Amortization | 932 | 1,521 |
Stock-based compensation expense | 15,722 | 15,141 |
Amortization of discount on held-to-maturity investments | 0 | (2,626) |
Impairment of long-lived assets | 1,665 | 188 |
Amortization of discount on convertible debt | 5,464 | 7,927 |
Deferred income tax (benefit) expense | (7,241) | (7,282) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,789 | (11,447) |
Inventories | (20,587) | 11,298 |
Other assets | 3,248 | 8,472 |
Accounts payable | (7,121) | 9,851 |
Accrued compensation | 1,539 | 2,824 |
Other accrued liabilities | 2,828 | 17,639 |
Net cash provided by operating activities | 17,113 | 59,816 |
Investing activities | ||
Additions to property, equipment and improvements | (45,228) | (104,902) |
Purchases of short-term investments | 0 | (659,709) |
Maturities of short-term investments | 100,000 | 714,348 |
Net cash provided by (used in) investing activities | 54,772 | (50,263) |
Financing activities | ||
Repayment of 2033 Notes | (1,054) | 0 |
Proceeds from the issuance of shares under equity plans and employee stock purchase plan | 121 | 6,780 |
Shares repurchased for tax withholdings on vesting of restricted stock units | (2,868) | (2,401) |
Net cash provided by (used in) financing activities | (3,801) | 4,379 |
Net increase in cash and cash equivalents | 68,084 | 13,932 |
Cash and cash equivalents at beginning of period | 814,185 | 312,257 |
Cash and cash equivalents at end of period | 882,269 | 326,189 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 1,438 | 2,085 |
Cash paid for taxes | $ 1,306 | $ 2,699 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Jul. 28, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of July 28, 2019 and for the three month periods ended July 28, 2019 and July 29, 2018 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 July 28, 2019 , its operating results for the three month periods ended July 28, 2019 and July 29, 2018 , and its cash flows for the three month periods ended July 28, 2019 and July 29, 2018 . Operating results for the three month period ended July 28, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending May 3, 2020 . The condensed consolidated balance sheet as of April 28, 2019 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 28, 2019 . 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. Merger Agreement On November 8, 2018, the Company, II-VI Incorporated, a Pennsylvania corporation (“Parent”) and Mutation Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Subsidiary will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The closing of the Merger is subject to various customary conditions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jul. 28, 2019 | |
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 28, 2019 . There have been no material changes to the Company's significant accounting policies since the filing of the annual report on Form 10-K, except for the adoption of a new lease accounting standard as described below. Revenue The following table presents the Company's revenues disaggregated by geography (based on the location of the entity purchasing the Company’s products) and market application: Three Months Ended (in thousands) July 28, 2019 July 29, 2018 United States $ 86,067 $ 110,400 China 75,722 79,713 Mexico 34,366 35,348 Rest of the world 88,873 91,875 Totals $ 285,028 $ 317,336 Datacom $ 199,456 $ 238,120 Telecom 85,572 $ 79,216 Totals $ 285,028 $ 317,336 Effect of Adoption of New Accounting Standard In February 2016, the FASB issued an accounting standards update which replaces then current lease accounting standard. The update requires lessees, among other items, to recognize a right-of-use ("ROU") asset and a lease liability for most leases. The update requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method (for finance leases) or on a straight-line (for operating leases) basis over the term of the lease. A lessee is also required to record a ROU asset and a lease liability for all leases with a term of greater than twelve months regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating lease. The Company adopted this standard on April 29, 2019, applying a modified retrospective approach and using an option to apply it at the adoption date. The Company determines if an arrangement is a lease, or contains a lease, at inception, and classifies it as operating or finance. The Company does not have lease arrangements with residual value guarantees or material restrictive covenants. The Company's lease arrangements primarily consist of real property leases. ROU assets and corresponding lease liabilities are recognized based on the present value of the lease payments over the lease term. Lease terms may include options to extend when it is reasonably certain that the Company will exercise that option. As the implicit rate is not readily determinable in most of the Company's lease arrangements, the Company uses its estimated secured incremental borrowing rate based on information available at the lease commencement date in determining the present value of lease payments. All of the Company's lease arrangements are accounted for as operating leases. Certain of the Company's lease arrangements include non-lease components (e.g., common-area maintenance), and the Company accounts for non-lease components together with lease components for all such lease arrangements. Upon adoption, the Company made an accounting policy election not to record lease arrangements with an initial term of twelve months or less on its balance sheet. As part of its adoption, the Company elected a package of practical expedients for leases that commenced prior to the adoption date and did not reassess: (i) whether any expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases; and (iii) initial direct costs capitalization for any existing leases. Upon adoption, the Company recognized ROU assets of $50.3 million as other assets, and corresponding lease liabilities of $14.9 million and $39.1 million as other accrued liabilities and other non-current liabilities, respectively. As of July 28, 2019 , the ROU assets balance was $47.0 million and corresponding lease liabilities were $14.5 million and $35.8 million as other accrued liabilities and other non-current liabilities, respectively. The Company's leases have remaining lease terms of approximately one to seven years , which may include extension options. As of July 28, 2019 , the weighted average remaining lease term and the weighted average discount rate for the Company's leases were approximately 4.9 years and approximately 4% , respectively. Lease expense for the three month period ended July 28, 2019 was approximately $3.9 million . Lease payments under non-cancelable leases as of July 28, 2019 , were as follows (in thousands): Payments Due by Fiscal Year 2020 (remainder) 2021 2022 2023 2024 2025 and thereafter Total Lease payments (undiscounted) $ 11,344 $ 12,404 $ 9,697 $ 8,480 $ 4,812 $ 7,837 $ 54,574 Present value of lease payments $ 50,290 Cash outflows for operating leases were approximately $3.9 million for the three month period ended July 28, 2019 . Prior to the Company's adoption of the new lease accounting standard, future minimum lease payments under non-cancelable leases as of April 28, 2019 were as follows (in thousands): Payments Due by Fiscal Year 2020 2021 2022 2023 2024 2025 and thereafter Total Lease payments (undiscounted) $ 9,990 $ 7,797 $ 7,513 $ 5,873 $ 2,484 $ 3,915 $ 37,572 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. 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. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Jul. 28, 2019 | |
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 loss per share: Three Months Ended (in thousands, except per share amounts) July 28, 2019 July 29, 2018 Numerator: Net loss $ (8,717 ) $ (18,489 ) Numerator for basic net loss per share (8,717 ) (18,489 ) Numerator for diluted net loss per share $ (8,717 ) $ (18,489 ) Denominator: Denominator for basic net loss per share - weighted average shares 119,216 115,867 Denominator for diluted net income loss per share 119,216 115,867 Net loss per share: Basic $ (0.07 ) $ (0.16 ) Diluted $ (0.07 ) $ (0.16 ) The following table presents potential shares of common stock excluded from the calculation of diluted net loss per share as their effect would have been anti-dilutive: Three Months Ended (in thousands) July 28, 2019 July 29, 2018 Stock options and restricted stock units 3,367 5,710 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 | 3 Months Ended |
Jul. 28, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: As of (in thousands) July 28, 2019 April 28, 2019 Raw materials $ 65,846 $ 63,749 Work-in-process 212,302 191,479 Finished goods 42,407 43,800 Total inventories $ 320,555 $ 299,028 |
Investments
Investments | 3 Months Ended |
Jul. 28, 2019 | |
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 July 28, 2019 and April 28, 2019 . 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 July 28, 2019 and April 28, 2019 were as follows: July 28, 2019 April 28, 2019 Gross Unrealized Gross Unrealized (in thousands) Amortized Cost Gains Losses Fair Value Amortized Cost Gains Losses Fair Value Certificates of deposit — — — — 100,000 — — 100,000 During the three month periods ended July 28, 2019 and July 29, 2018 , there were no gross unrealized gains or losses, no realized gains or losses, and no other-than-temporary impairments. |
Debt
Debt | 3 Months Ended |
Jul. 28, 2019 | |
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, e.g., a merger or an acquisition. 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, e.g., a merger or an acquisition, 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 July 28, 2019 , the remaining debt discount amortization period was 29 months . As of July 28, 2019 , the 2036 Notes consisted of the following (in thousands): Liability component: Principal $ 575,000 Unamortized debt discount (56,047 ) Unamortized debt issuance costs (2,207 ) Net carrying amount of the liability component $ 516,746 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 (in thousands, except percentages) July 28, 2019 July 29, 2018 Contractual interest expense $ 719 $ 719 Amortization of the debt discount 5,464 5,208 Amortization of issuance costs 231 231 Total interest cost $ 6,414 $ 6,158 Effective interest rate on the liability component 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. 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 were to mature on December 15, 2033, unless earlier repurchased, redeemed or converted. The notes were senior unsecured and unsubordinated obligations of the Company, and were effectively subordinated to the Company's secured indebtedness and the indebtedness and other liabilities of the Company's subsidiaries. The notes bore 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 were entitled to 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 was 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, e.g., a merger or an acquisition. On or after June 15, 2033 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders were entitled to convert their notes at any time, regardless of whether any of the foregoing circumstances have occurred. The conversion rate was 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 would have paid or delivered, 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 had elected to convert their notes in connection with a "fundamental change" (as defined in the indenture) that occured on or before December 22, 2018, the Company would have, to the extent provided in the indenture, increased the conversion rate applicable to such notes ("make-whole feature"). Holders had the option to require the Company to redeem for cash any notes held by them in the event of a fundamental change, e.g., a merger or an acquisition, 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 had 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 had the right to 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 was amortized as interest expense and was fully amortized as of July 28, 2019 . In December 2018, the holders of the 2033 Notes representing approximately $257.7 million of the principal amount of the 2033 Notes exercised their rights to redeem their 2033 Notes at a redemption price equal to 100% of the principal amount of the notes. All redemptions were in accordance with the original terms of the 2033 Notes and no gain or loss was recognized as a result of redemption. On May 1, 2019, the Company redeemed all remaining $1.1 million of the principal amount of the 2033 Notes at a redemption price equal to 100% of the principal amount of the notes. This redemption was in accordance with the original terms of the 2033 Notes and no gain or loss was recognized as a result of redemption. 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 amortized as interest expense and were fully amortized as of July 28, 2019 . 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 (in thousands, except percentages) July 28, 2019 July 29, 2018 Contractual interest expense $ — $ 324 Amortization of the debt discount — 2,719 Amortization of issuance costs — 154 Total interest cost $ — $ 3,197 Effective interest rate on the liability component n/a 4.87 % The Company applied 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. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Jul. 28, 2019 | |
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 July 28, 2019 and April 28, 2019 were as follows: July 28, 2019 April 28, 2019 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 $ — $ — $ — $ — $ — $ 100,000 $ — $ 100,000 $ — $ 100,000 2033 Notes $ — $ — $ — $ — $ — $ 1,054 $ 1,063 $ — $ — $ 1,063 2036 Notes $ 516,746 $ 565,452 $ — $ — $ 565,452 $ 511,051 $ 564,302 $ — $ — $ 564,302 The fair values of the Company's investments in 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 for the convertible notes 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 | 3 Months Ended |
Jul. 28, 2019 | |
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, a 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 Appeals for permission to appeal the denial of class certification and, on July 13, 2018, the Ninth Circuit Court of Appeals denied the petition for permission to appeal. On October 10, 2018, the plaintiff filed a new motion for class certification, which the Company opposed. On May 24, 2019, the District Court denied plaintiffs motion for class certification and granted judgement on the pleadings in favor of the Company and the other defendants. The plaintiff filed a notice of appeal on June 20, 2019. 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 were consolidated, a lead plaintiff was appointed to file a consolidated complaint, and the cases were stayed by the agreement of the parties. On August 7, 2017, the plaintiff in the federal case filed an amended complaint. On September 5, 2018, the court granted the motion to dismiss with leave to amend. The parties agreed to settle the federal case and, on February 20, 2019, plaintiff filed an unopposed motion for preliminary approval of the settlement, under which the Company has agreed to implement a series of enhancements to its corporate governance policies and procedures. The court granted the motion for preliminary approval on April 18, 2019 and final approval on June 27, 2019. Litigation relating to the Merger In January, 2019, eight lawsuits have been filed by alleged Finisar stockholders challenging the Merger: (i) Hein, et al. v. Finisar Corporation, et al. , 19CV340510, in the Superior Court of California, County of Santa Clara; (ii) Tenvold, et al. v. Finisar Corporation, et al. , 1:19-cv-00050, in the United States District Court for the District of Delaware; (iii) Klein, et al. v. Finisar Corporation, et al. , 5:19-cv-00155, in the United States District Court for the Northern District of California; (iv) Wheby Jr., et al. v. Finisar Corporation, et al. , 1:19-cv-00064, in the United States District Court for the District of Delaware; (v) Sharma v. Finisar Corporation, et al. , 5:19-cv-00220, in the United States District Court for the Northern District of California; (vi) Davis, et al. v. Finisar Corporation, et al. , 3:19-cv-00271, in the United States District Court for the Northern District of California; (vii) Bushansky, et al. v. Finisar Corporation, et al. , 5:19-cv-00446, in the United States District Court for the Northern District of California; and (viii) Pappey, et al. v. Finisar Corporation, et al. , 1:19-cv-00167, in the United States District Court for the District of Delaware (collectively, the “Actions”). Plaintiffs in the Actions named as defendants Finisar and each member of the Finisar Board. In addition, plaintiffs in the Hein , Tenvold , and Klein actions named II-VI and Merger Subsidiary as defendants. Further, plaintiffs in the Hein , Tenvold , Klein , Wheby, Jr. , Davis , Bushansky , and Pappey actions sought to recover on behalf of a putative class consisting of all similarly situated Finisar stockholders. Plaintiff in the Hein action alleged that the Finisar Board breached its fiduciary duties to Finisar stockholders by, among other things, purportedly engaging in an insufficient sales process, obtaining inadequate merger consideration, and filing a materially misleading preliminary proxy statement. The Hein plaintiff further asserted that II-VI and the Merger Subsidiary knowingly aided and abetted the Finisar Board in breaching their fiduciary duties to Finisar stockholders by entering into the Merger. The Hein plaintiff sought a preliminary and permanent injunction of the proposed transaction unless the proxy statement was amended, rescission and unspecified damages if the Merger was consummated, and attorneys’ fees and expert fees and costs. Plaintiffs in the Tenvold , Klein , Wheby Jr. , Sharma , Davis , Bushansky , and Pappey actions purported to state claims for violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 and, in the case of the Davis complaint, Regulation G promulgated thereunder. Plaintiffs in these actions generally alleged that the preliminary proxy statement omits material information with respect to the Merger, and sought, among other things, an order enjoining the defendants from proceeding with closing the Merger; unspecified damages, attorneys’ fees and expert fees, and expenses and costs; and in the event the Merger was consummated before entry of final judgment, rescission of the Merger or rescissory damages. Defendants believe that the complaints are without merit. Following the filing of the Actions, counsel for Finisar and for the Plaintiffs engaged in arms-length negotiations concerning claims raised in the Actions and took certain actions that resulted in Finisar filing a Schedule DEFA14A on March 11, 2019, with the U.S. Securities and Exchange Commission that contained supplemental disclosures relating to the Merger. On March 12, 2019, Plaintiffs voluntarily dismissed the Actions with prejudice as to the Plaintiffs’ individual claims and without prejudice to claims asserted on behalf of a purported putative class of Finisar stockholders. |
Guarantees and Indemnifications
Guarantees and Indemnifications | 3 Months Ended |
Jul. 28, 2019 | |
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 July 28, 2019 . To date, the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jul. 28, 2019 | |
Accounting Policies [Abstract] | |
Consolidation | The accompanying unaudited condensed consolidated financial statements as of July 28, 2019 and for the three month periods ended July 28, 2019 and July 29, 2018 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 July 28, 2019 , its operating results for the three month periods ended July 28, 2019 and July 29, 2018 , and its cash flows for the three month periods ended July 28, 2019 and July 29, 2018 . Operating results for the three month period ended July 28, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending May 3, 2020 . The condensed consolidated balance sheet as of April 28, 2019 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 28, 2019 . |
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 |
Effective Adoption and Pending Adoption of New Accounting Standards | Effect of Adoption of New Accounting Standard In February 2016, the FASB issued an accounting standards update which replaces then current lease accounting standard. The update requires lessees, among other items, to recognize a right-of-use ("ROU") asset and a lease liability for most leases. The update requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method (for finance leases) or on a straight-line (for operating leases) basis over the term of the lease. A lessee is also required to record a ROU asset and a lease liability for all leases with a term of greater than twelve months regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating lease. The Company adopted this standard on April 29, 2019, applying a modified retrospective approach and using an option to apply it at the adoption date. The Company determines if an arrangement is a lease, or contains a lease, at inception, and classifies it as operating or finance. The Company does not have lease arrangements with residual value guarantees or material restrictive covenants. The Company's lease arrangements primarily consist of real property leases. ROU assets and corresponding lease liabilities are recognized based on the present value of the lease payments over the lease term. Lease terms may include options to extend when it is reasonably certain that the Company will exercise that option. As the implicit rate is not readily determinable in most of the Company's lease arrangements, the Company uses its estimated secured incremental borrowing rate based on information available at the lease commencement date in determining the present value of lease payments. All of the Company's lease arrangements are accounted for as operating leases. Certain of the Company's lease arrangements include non-lease components (e.g., common-area maintenance), and the Company accounts for non-lease components together with lease components for all such lease arrangements. Upon adoption, the Company made an accounting policy election not to record lease arrangements with an initial term of twelve months or less on its balance sheet. As part of its adoption, the Company elected a package of practical expedients for leases that commenced prior to the adoption date and did not reassess: (i) whether any expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases; and (iii) initial direct costs capitalization for any existing leases. Upon adoption, the Company recognized ROU assets of $50.3 million as other assets, and corresponding lease liabilities of $14.9 million and $39.1 million as other accrued liabilities and other non-current liabilities, respectively. 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. 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. |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Jul. 28, 2019 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following table presents the Company's revenues disaggregated by geography (based on the location of the entity purchasing the Company’s products) and market application: Three Months Ended (in thousands) July 28, 2019 July 29, 2018 United States $ 86,067 $ 110,400 China 75,722 79,713 Mexico 34,366 35,348 Rest of the world 88,873 91,875 Totals $ 285,028 $ 317,336 Datacom $ 199,456 $ 238,120 Telecom 85,572 $ 79,216 Totals $ 285,028 $ 317,336 |
Schedule of Lease Payments Under Non-Cancelable Leases (842) | Lease payments under non-cancelable leases as of July 28, 2019 , were as follows (in thousands): Payments Due by Fiscal Year 2020 (remainder) 2021 2022 2023 2024 2025 and thereafter Total Lease payments (undiscounted) $ 11,344 $ 12,404 $ 9,697 $ 8,480 $ 4,812 $ 7,837 $ 54,574 Present value of lease payments $ 50,290 |
Future Minimum Lease Payments Under Non-Cancelable Leases (840) | Prior to the Company's adoption of the new lease accounting standard, future minimum lease payments under non-cancelable leases as of April 28, 2019 were as follows (in thousands): Payments Due by Fiscal Year 2020 2021 2022 2023 2024 2025 and thereafter Total Lease payments (undiscounted) $ 9,990 $ 7,797 $ 7,513 $ 5,873 $ 2,484 $ 3,915 $ 37,572 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Jul. 28, 2019 | |
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 loss per share: Three Months Ended (in thousands, except per share amounts) July 28, 2019 July 29, 2018 Numerator: Net loss $ (8,717 ) $ (18,489 ) Numerator for basic net loss per share (8,717 ) (18,489 ) Numerator for diluted net loss per share $ (8,717 ) $ (18,489 ) Denominator: Denominator for basic net loss per share - weighted average shares 119,216 115,867 Denominator for diluted net income loss per share 119,216 115,867 Net loss per share: Basic $ (0.07 ) $ (0.16 ) Diluted $ (0.07 ) $ (0.16 ) |
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 loss per share as their effect would have been anti-dilutive: Three Months Ended (in thousands) July 28, 2019 July 29, 2018 Stock options and restricted stock units 3,367 5,710 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Jul. 28, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: As of (in thousands) July 28, 2019 April 28, 2019 Raw materials $ 65,846 $ 63,749 Work-in-process 212,302 191,479 Finished goods 42,407 43,800 Total inventories $ 320,555 $ 299,028 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Jul. 28, 2019 | |
Investments [Abstract] | |
Investments in Fixed Income Securities | The Company's investments in fixed income securities as of July 28, 2019 and April 28, 2019 were as follows: July 28, 2019 April 28, 2019 Gross Unrealized Gross Unrealized (in thousands) Amortized Cost Gains Losses Fair Value Amortized Cost Gains Losses Fair Value Certificates of deposit — — — — 100,000 — — 100,000 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Jul. 28, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes | As of July 28, 2019 , the 2036 Notes consisted of the following (in thousands): Liability component: Principal $ 575,000 Unamortized debt discount (56,047 ) Unamortized debt issuance costs (2,207 ) Net carrying amount of the liability component $ 516,746 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 (in thousands, except percentages) July 28, 2019 July 29, 2018 Contractual interest expense $ 719 $ 719 Amortization of the debt discount 5,464 5,208 Amortization of issuance costs 231 231 Total interest cost $ 6,414 $ 6,158 Effective interest rate on the liability component 4.85 % 4.85 % The following table sets forth interest expense information related to the 2033 Notes: Three Months Ended (in thousands, except percentages) July 28, 2019 July 29, 2018 Contractual interest expense $ — $ 324 Amortization of the debt discount — 2,719 Amortization of issuance costs — 154 Total interest cost $ — $ 3,197 Effective interest rate on the liability component n/a 4.87 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Jul. 28, 2019 | |
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 July 28, 2019 and April 28, 2019 were as follows: July 28, 2019 April 28, 2019 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 $ — $ — $ — $ — $ — $ 100,000 $ — $ 100,000 $ — $ 100,000 2033 Notes $ — $ — $ — $ — $ — $ 1,054 $ 1,063 $ — $ — $ 1,063 2036 Notes $ 516,746 $ 565,452 $ — $ — $ 565,452 $ 511,051 $ 564,302 $ — $ — $ 564,302 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jul. 28, 2019 | Apr. 29, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
ROU asset | $ 47 | |
Lease liabilities, other accrued liabilities | 14.5 | |
Lease liabilities, other non-current liabilities | $ 35.8 | |
Weighted average remaining lease term | 4 years 10 months 24 days | |
Weighted average discount rate | 4.00% | |
Lease expense | $ 3.9 | |
Cash outflows for operating leases | $ 3.9 | |
Minimum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Remaining lease term | 1 year | |
Maximum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Remaining lease term | 7 years | |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
ROU asset | $ 50.3 | |
Lease liabilities, other accrued liabilities | 14.9 | |
Lease liabilities, other non-current liabilities | $ 39.1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 28, 2019 | Jul. 29, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 285,028 | $ 317,336 |
Datacom | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 199,456 | 238,120 |
Telecom | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 85,572 | 79,216 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 86,067 | 110,400 |
China | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 75,722 | 79,713 |
Mexico | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 34,366 | 35,348 |
Rest of the world | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 88,873 | $ 91,875 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Lease Payments Under Non-Cancelable Leases (842) (Details) $ in Thousands | Jul. 28, 2019USD ($) |
Payments Due by Fiscal Year | |
2020 (remainder) | $ 11,344 |
2021 | 12,404 |
2022 | 9,697 |
2023 | 8,480 |
2024 | 4,812 |
2025 and thereafter | 7,837 |
Total | 54,574 |
Present value of lease payments | $ 50,290 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Future Minimum Lease Payments Under Non-Cancelable Leases (840) (Details) $ in Thousands | Apr. 28, 2019USD ($) |
Payments Due by Fiscal Year | |
2020 | $ 9,990 |
2021 | 7,797 |
2022 | 7,513 |
2023 | 5,873 |
2024 | 2,484 |
2025 and thereafter | 3,915 |
Total | $ 37,572 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Calculation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Jul. 28, 2019 | Jul. 29, 2018 | |
Numerator: | ||
Net loss | $ (8,717) | $ (18,489) |
Numerator for basic net loss per share | (8,717) | (18,489) |
Numerator for diluted net loss per share | $ (8,717) | $ (18,489) |
Denominator: | ||
Denominator for basic net income (loss) per share - weighted average shares (shares) | 119,216 | 115,867 |
Denominator for diluted net income (loss) per share (shares) | 119,216 | 115,867 |
Net loss per share: | ||
Basic (in dollars per share) | $ (0.07) | $ (0.16) |
Diluted (in dollars per share) | $ (0.07) | $ (0.16) |
Earnings per Share - Schedule_2
Earnings per Share - Schedule of Antidilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Jul. 28, 2019 | Jul. 29, 2018 | |
Stock options and restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Antidilutive shares excluded from calculation of EPS (shares) | 3,367 | 5,710 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - Convertible Debt | Jul. 28, 2019 | 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 | Jul. 28, 2019 | Apr. 28, 2019 |
Inventories consist of the following: | ||
Raw materials | $ 65,846 | $ 63,749 |
Work-in-process | 212,302 | 191,479 |
Finished goods | 42,407 | 43,800 |
Total inventories | $ 320,555 | $ 299,028 |
Investments (Details)
Investments (Details) - USD ($) | 3 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Apr. 28, 2019 | |
Schedule of Held-to-maturity Securities [Line Items] | |||
Unrealized gains or losses | $ 0 | $ 0 | |
Realized gains or losses | 0 | 0 | |
Other-than-temporary impairments | 0 | $ 0 | |
Certificates of deposit | |||
Schedule of Held-to-maturity Securities [Line Items] | |||
Amortized Cost | 0 | $ 100,000,000 | |
Gross Unrealized Gains | 0 | 0 | |
Gross Unrealized Losses | 0 | 0 | |
Fair Value | $ 0 | $ 100,000,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - Convertible Debt | May 01, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2016USD ($)day$ / shares | Dec. 31, 2013USD ($)day$ / shares | Jul. 28, 2019USD ($) |
0.50% Convertible Senior Notes Due 2036 | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 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 | 29 months | ||||
Net carrying amount of the liability component | $ 516,746,000 | ||||
Transaction costs | 5,700,000 | ||||
0.50% Convertible Senior Notes Due 2036 | Additional Paid-in Capital | |||||
Debt Instrument [Line Items] | |||||
Transaction costs | 1,100,000 | ||||
0.50% Convertible Senior Notes Due 2036 | Other Noncurrent Assets | |||||
Debt Instrument [Line Items] | |||||
Transaction costs | $ 4,600,000 | ||||
0.50% Convertible Senior Notes Due 2036 | In The Event Of Fundamental Change in Control | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
0.50% Convertible Senior Notes Due 2036 | December 15, 2018/December 15, 2021, by Holders | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
0.50% Convertible Senior Notes Due 2036 | December 15, 2023/December 15, 2026, by Holders | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
0.50% Convertible Senior Notes Due 2036 | December 15, 2028/December 15, 2031, by Holders | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
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% | ||||
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% | ||||
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% | ||||
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 | ||||
Redemption price (percentage) | 100.00% | 100.00% | |||
Carrying amount of liability component | $ 209,100,000 | ||||
Residual principal amount | 49,600,000 | ||||
Net carrying amount of the liability component | $ 257,700,000 | ||||
Debt redemption amount | $ 1,100,000 | ||||
Transaction costs | 3,800,000 | ||||
0.50% Convertible Senior Notes Due 2033 | Additional Paid-in Capital | |||||
Debt Instrument [Line Items] | |||||
Transaction costs | 725,000 | ||||
0.50% Convertible Senior Notes Due 2033 | Other Noncurrent Assets | |||||
Debt Instrument [Line Items] | |||||
Transaction costs | $ 3,100,000 | ||||
0.50% Convertible Senior Notes Due 2033 | In The Event Of Fundamental Change in Control | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
0.50% Convertible Senior Notes Due 2033 | December 15, 2018/December 15, 2021, by Holders | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
0.50% Convertible Senior Notes Due 2033 | December 15, 2023/December 15, 2026, by Holders | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
0.50% Convertible Senior Notes Due 2033 | December 15, 2028/December 15, 2031, by Holders | |||||
Debt Instrument [Line Items] | |||||
Redemption price (percentage) | 100.00% | ||||
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% | ||||
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% | ||||
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 - 0.50% Convertible Senior Notes Due 2036 - USD ($) $ in Thousands | Jul. 28, 2019 | Dec. 31, 2016 |
Liability component: | ||
Principal | $ 575,000 | |
Unamortized debt discount | (56,047) | |
Unamortized debt issuance costs | (2,207) | |
Net carrying amount of the liability component | 516,746 | |
Carrying amount of the equity component | $ 109,881 | $ 109,900 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 28, 2019 | Jul. 29, 2018 | |
Debt Instrument [Line Items] | ||
Amortization of the debt discount | $ 5,464 | $ 7,927 |
Convertible Debt | 0.50% Convertible Senior Notes Due 2036 | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 719 | 719 |
Amortization of the debt discount | 5,464 | 5,208 |
Amortization of issuance costs | 231 | 231 |
Total interest cost | $ 6,414 | $ 6,158 |
Effective interest rate on the liability component | 4.85% | 4.85% |
Convertible Debt | 0.50% Convertible Senior Notes Due 2033 | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 0 | $ 324 |
Amortization of the debt discount | 0 | 2,719 |
Amortization of issuance costs | 0 | 154 |
Total interest cost | $ 0 | $ 3,197 |
Effective interest rate on the liability component | 4.87% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Financial Instruments Not Measured on a Recurring Basis (Details) - Nonrecurring - USD ($) $ in Thousands | Jul. 28, 2019 | Apr. 28, 2019 |
Carrying Amount | 2033 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | $ 0 | $ 1,054 |
Carrying Amount | 2036 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 516,746 | 511,051 |
Carrying Amount | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | 100,000 |
Fair Value | 2033 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 0 | 1,063 |
Fair Value | 2036 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 565,452 | 564,302 |
Fair Value | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | 100,000 |
Fair Value | Level 1 | 2033 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 0 | 1,063 |
Fair Value | Level 1 | 2036 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 565,452 | 564,302 |
Fair Value | Level 1 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | 0 |
Fair Value | Level 2 | 2033 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 0 | 0 |
Fair Value | Level 2 | 2036 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 0 | 0 |
Fair Value | Level 2 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | 100,000 |
Fair Value | Level 3 | 2033 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 0 | 0 |
Fair Value | Level 3 | 2036 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 0 | 0 |
Fair Value | Level 3 | Certificates of deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | $ 0 | $ 0 |
Legal Matters (Details)
Legal Matters (Details) | 12 Months Ended | ||
Apr. 28, 2019USD ($) | Jan. 31, 2019lawsuit | Mar. 08, 2011lawsuit | |
Loss Contingencies | |||
Damages | $ | $ 0 | ||
Class Action and Shareholder Derivative Litigation | Pending Litigation | |||
Loss Contingencies | |||
Number of purported shareholder derivative lawsuits | 2 | ||
Merger Challenge By Finisar Stockholders | Pending Litigation | |||
Loss Contingencies | |||
Number of purported shareholder derivative lawsuits | 8 |
Guarantees and Indemnificatio_2
Guarantees and Indemnifications (Details) | 3 Months Ended |
Jul. 28, 2019 | |
Guarantees [Abstract] | |
Period of written notice to terminate agreements | 90 days |
Uncategorized Items - fnsr10qq1
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 8,555,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 8,555,000 |