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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Infinera Corporation    INFN

INFINERA CORPORATION

(INFN)
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INFINERA : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

11/05/2020 | 05:11pm EST
Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains "forward-looking statements" that
involve risks, estimates and uncertainties, as well as assumptions that, if they
never materialize or prove incorrect, could cause our results to differ
materially from those expressed or implied by such forward-looking statements.
Such forward-looking statements include, but are not limited to, our
expectations regarding revenue, gross margin, operating expenses, cash flows and
other financial items; the severity, magnitude, duration and effects of the
COVID-19 pandemic; the extent to which the COVID-19 pandemic and related impacts
will materially and adversely affect our business operations, financial
performance, results of operations, financial position, stock price and
personnel; achievement of strategic objectives, including in the fourth quarter
of 2020; any statements of the plans, strategies and objectives of management
for future operations and personnel; statements regarding the Acquisition;
remaining payments under the 2020 Restructuring Plan; the impact of new customer
network footprint on our gross margin; statements regarding our ERP systems; our
plans and actions related to sales of stock pursuant to the Sales Agreement;
impacts of the 2020 presidential election in the United States; the effects of
seasonal patterns in our business; factors that may affect our operating
results; anticipated customer acceptance of our solutions; statements concerning
new products or services, including new product features; statements related to
capital expenditures; statements related to working capital and liquidity;
statements related to future economic conditions, performance, market growth or
our sales cycle; our ability to identify, attract and retain highly skilled
personnel; statements related to our convertible senior notes and credit
facility; statements related to the impact of tax regulations; statements
related to the effects of litigation on our financial position, results of
operations or cash flows; statements related to factors beyond our control, such
as natural disasters, acts of war or terrorism, epidemics and pandemics;
statements related to new accounting standards; statements as to industry trends
and other matters that do not relate strictly to historical facts; and
statements of assumptions underlying any of the foregoing. These statements are
often identified using of words such as "anticipate," "believe," "could,"
"estimate," "expect," "intend," "may," "should," "will," or "would," and similar
expressions or variations. These statements are based on the beliefs and
assumptions of our management based on information currently available to
management. Such forward-looking statements are subject to risks, uncertainties
and other factors that could cause actual results and the timing of certain
events to differ materially from future results expressed or implied by such
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those identified below, and those
discussed in the section titled "Risk Factors" included in Part II, Item 1A. of
this Quarterly Report on Form 10-Q and in our other filings with the Securities
and Exchange Commission ("SEC"), including our Annual Report on Form 10-K for
the fiscal year ended December 28, 2019 as filed on March 4, 2020. Such
forward-looking statements speak only as of the date of this report. We disclaim
any obligation to update any forward-looking statements to reflect events or
circumstances after the date of such statements. You should review these risk
factors for a more complete understanding of the risks associated with an
investment in our securities. The following discussion and analysis should be
read in conjunction with our condensed consolidated financial statements and
notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
Overview
We are a global supplier of networking solutions comprised of networking
equipment, software and services. Our portfolio of solutions includes optical
transport platforms, converged packet-optical transport platforms, optical line
systems, disaggregated router platforms, and a suite of networking and
automation software offerings, and support and professional services.
Our customers include telecommunications service providers, internet content
providers ("ICPs"), cable providers, wholesale carriers, research and education
institutions, large enterprises and government entities. Our networking
solutions enable our customers to deliver business and consumer communications
services. Our comprehensive portfolio of networking solutions also enables our
customers to scale their transport networks as end-user services and
applications continue to drive growth in demand for network bandwidth. These
end-user services and applications include, but are not limited to, high-speed
internet access, business ethernet services, 4G/5G mobile broadband, cloud-based
services, high-definition video streaming services, virtual and augmented
reality and the Internet of Things.
Our systems are highly scalable, flexible and designed with open networking
principles for ease of deployment. We build our systems using a combination of
internally manufactured and third-party components. Our portfolio includes
systems that leverage our innovative optical engine technology, comprised of
largescale photonic integrated circuits ("PICs") and digital signal processors
("DSPs"). We optimize the manufacturing process by using
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indium phosphide to build our PICs, which enables the integration of hundreds of
optical functions onto a set of semiconductor chips. This large-scale
integration of our PICs and advanced DSPs allows us to deliver high-performance
transport networking platforms with features that customers care about the most,
including low cost per bit, low power consumption and space savings. In
addition, we design our optical engines to increase the capacity and reach
performance of our products by leveraging coherent optical transmission. We
believe our vertical integration strategy becomes increasingly more valuable as
our customers transition to 800 gigabits per second ("Gb/s") per wavelength
transmission speeds and beyond, as the combination of our optical integration,
DSP, and tightly integrated packaging enables a leading optical performance at
higher optical speeds. Over time, we plan to integrate our optical engine
technology into a broader set of transport platforms in order to enhance
customer value and lower production costs.
Over the past several years, we expanded our portfolio of solutions, evolving
from our initial focus on the long-haul and subsea optical transport markets to
offering a more complete suite of packet-optical networking solutions that
address multiple markets within the end-to-end transport infrastructure. These
markets include metro access, metro aggregation and switching, data center
interconnect ("DCI") transport, and long-haul and subsea transport.
We have grown our portfolio through internal development as well as
acquisitions. In 2014, we introduced the Infinera Cloud Xpress to address the
emerging DCI market opportunity. In 2015, we entered the metro market with the
acquisition of Transmode AB. In October 2018, we expanded our product portfolio
and customer base by acquiring Coriant, which has helped position us as one of
the largest providers of vertically integrated transport networking solutions in
the world and enhanced our ability to serve a global customer base and
accelerate the delivery of the innovative solutions our customers demand.
Acquiring Coriant has also enabled us to expand the breadth of customer
applications we can address, including metro aggregation and switching,
disaggregated routing, and software-enabled multi-layer network management and
control.
Our high-speed optical transport platforms are differentiated by the Infinite
Capacity Engine ("ICE"), our optical engine technology. ICE enables different
subsystems that can be customized for a variety of network applications in
different transport markets, including metro, DCI, long-haul and subsea. Our
latest generation of available optical engine technology delivers multi-terabit
opto-electronic subsystems powered by our fourth-generation PIC and latest
generation FlexCoherent DSP (the combination of which we market as ICE4).
As part of the Acquisition, we expanded our high-speed optical transport
portfolio with 600 Gb/s transmission capabilities powered by our CloudWave T
technology, which enabled us to expand the high-speed transmission applications
we can address.
Our products are designed to be managed by a suite of software solutions that
enable end-to-end common network management, multi-layer service orchestration,
and automated operations. We also provide software-enabled programmability that
offers differentiated capabilities such as Instant Bandwidth. Combined with our
differentiated hardware solutions, Instant Bandwidth enables our customers to
purchase and activate bandwidth as needed through our unique software licensing
feature set. This, in turn, allows our customers to accomplish two key
objectives: (1) limit their initial network startup costs and investments; and
(2) instantly activate new bandwidth as their customers' and their own network
needs evolve.
We believe our end-to-end portfolio of solutions benefits our customers by
providing a unique combination of highly scalable capacity and features that
address various applications and ultimately simplify and automate packet-optical
network operations.
To date, a few of our customers have accounted for a significant portion of our
revenue. For the three months ended September 26, 2020, one customer accounted
for 15% of our total revenue. The same customer also accounted for 15% of our
total revenue for the corresponding period in 2019. For each of the nine months
ended September 26, 2020 and September 28, 2019, the same customer accounted for
13% of our total revenue.
We are headquartered in Sunnyvale, California, with employees located throughout
(i) the United States and Canada; (ii) Latin America and South America; (iii)
Europe, Middle East and Africa ("EMEA"); and (iv) Asia Pacific and Japan
("APAC"), including China. We sell our products both through our direct sales
force and indirectly through channel partners.

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Impact of COVID-19 Pandemic
COVID-19 was declared a global pandemic in March 2020. We have been and will
continue monitoring and adjusting our operations, as appropriate, in response to
the COVID-19 pandemic.
Employees
We have taken a number of precautionary steps to safeguard our business and our
employees from the effects of the outbreak of COVID-19, including temporarily
closing or substantially limiting the presence of personnel in our offices in
several impacted locations, implementing travel restrictions and withdrawing
from various industry events. Since a large percentage of our workforce is
accustomed to online work environments and online collaboration tools, we are
able to remain productive and in contact with one another and our customers and
vendors. For those employees who may need to be in offices, laboratory and
manufacturing environments or at business partner sites to perform their roles,
we are taking appropriate measures to protect the health and safety of our
employees. We have worked to create and maintain a safe working environment for
all our employees and contractors. However, sustained restrictions on the
ability of our engineers to work in our offices as a result of restrictions
imposed by governments, or us, has made and could continue to make it more
difficult for them to collaborate as effectively as desired in the development
of new products, which can affect development schedules.
Business Operations
In addition, we have implemented certain business continuity plans in response
to the COVID-19 pandemic in order to minimize any business disruption and to
protect our supply chain, customer fulfillment sites and support operations.
Although we believe these actions have mitigated the impact of the COVID-19
pandemic on our business, we have experienced some disruption and delays in our
supply chain, logistics and customer support operations, including shipping
delays, increased costs and limitations on our ability to access customer
fulfillment and service sites. We have also seen disruptions in customer demand,
including due to delays in the customer certification process resulting from
customer facility closures or access restrictions. In the second and third
quarters of fiscal 2020, some of these disruptions negatively impacted our
revenue and our results of operations. We expect these existing conditions to
continue to have an adverse impact on our revenue and results of operations for
the fourth quarter of fiscal 2020 and, possibly, in the first quarter of fiscal
2021 and beyond.
We continue to monitor the COVID-19 pandemic situation and actively assess for
any further possible implications to our business, supply chain and customer
demand. If the COVID-19 pandemic or its adverse effects become more severe or
prevalent or are prolonged in the locations where we, our customers, suppliers
or contract manufacturers conduct business, or we experience more pronounced
disruptions in our operations, or in economic activity and demand generally, our
business and results of operations in future periods could be materially
adversely affected.
Liquidity and Capital Resources
We have implemented measures to preserve cash and enhance liquidity, including
suspending salary increases and bonuses, reducing salaries paid to a portion of
our workforce, instituting a company-wide hiring freeze, eliminating business
travel, reducing capital expenditures, and delaying or eliminating discretionary
spending. We are also focused on managing our working capital needs, maintaining
as much flexibility as possible around timing of taking and paying for inventory
and manufacturing our products while managing potential changes or delays in
installations.
While we believe we have enough cash to operate our business for the next 12
months, if the impact of the COVID-19 pandemic to our business and financial
position is more extensive than expected, we may need additional capital to
enhance liquidity and working capital. We have historically been successful in
our ability to secure other sources of financing, such as accessing capital
markets, and implementing other cost reduction initiatives such as
restructuring, delaying or eliminating discretionary spending to satisfy our
liquidity needs. However, our access to these sources of capital could be
materially and adversely impacted and we may not be able to receive terms as
favorable as we have historically received. Capital markets have been volatile
and there is no assurance that we would have access to capital markets at a
reasonable cost, or at all, at times when capital is needed. In addition, some
of our existing debt has restrictive covenants that may limit our ability to
raise new debt, which would limit our ability to access liquidity by those means
without obtaining the consent of our lenders.



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On August 12, 2020, we entered into the Sales Agreement with Jefferies in order
to raise funds for general corporate purposes, including working capital and
capital expenditures. Under the Sales Agreement, we may issue and sell through
Jefferies, acting as agent and/or principal, shares of our common stock having
an aggregate offering price of up to $100 million. During the three months ended
September 26, 2020, we sold 4,049,530 shares of common stock under the Sales
Agreement, for net proceeds of approximately $31.0 million, after paying
Jefferies a sales commission of approximately $0.9 million related to services
provided as the sales agent with respect to the sales of those shares.
Critical Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and Results of
Operations is based upon our condensed consolidated financial statements, which
we have prepared in accordance with the U.S. generally accepted accounting
principles ("U.S. GAAP"). The preparation of these financial statements requires
management to make estimates, assumptions and judgments that can affect the
reported amounts of assets, liabilities, revenue and expenses, and related
disclosure of contingent assets and liabilities. Management bases its estimates
on historical experience and on various other assumptions that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources.
An accounting policy is deemed to be critical if it requires a significant
accounting estimate to be made based on assumptions about matters that are
highly uncertain at the time the estimate is made, if different estimates
reasonably could have been used, or if changes in the estimate that are
reasonably likely to occur could materially impact the financial statements.
Management believes that there have been no significant changes during the three
months ended September 26, 2020 to the items that we disclosed as our critical
accounting policies and estimates in Management's Discussion and Analysis of
Financial Condition and Results of Operations in our Annual Report on Form 10-K
for the fiscal year ended December 28, 2019.
Due to the COVID-19 pandemic, there has been uncertainty and disruption in the
global economy and financial markets. We are not aware of any specific event or
circumstance that would require updates to our estimates or judgments or require
us to revise the carrying value of our assets or liabilities as of the date we
filed this Quarterly Report on Form 10-Q. These estimates may change as new
events occur and additional information is obtained. Actual results could differ
from these estimates under different assumptions or conditions.

Results of Operations
The following sets forth, for the periods presented, certain unaudited condensed
consolidated statements of operations information (in thousands, except
percentage data):
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Three Months Ended

                                                 September 26, 2020                             September 28, 2019
                                                               % of total                                     % of total
                                        Amount                  revenue                Amount                  revenue               Change               % Change
Revenue:
Product                               $  261,906                         77  %       $  253,754                         78  %       $  8,152                       3  %
Services                                  78,305                         23  %           71,587                         22  %          6,718                       9  %
Total revenue                         $  340,211                        100  %       $  325,341                        100  %       $ 14,870                       5  %
Cost of revenue:
Product                               $  185,001                         54  %       $  186,205                         57  %       $ (1,204)                     (1) %
Services                                  38,100                         11  %           34,866                         11  %          3,234                       9  %
Amortization of intangible assets          7,287                          2  %            7,796                          2  %           (509)                     (7) %
Acquisition and integration costs             43                          NMF*            8,447                          3  %         (8,404)                      NMF*
Restructuring and related                  1,504                          NMF*            1,198                          -  %            306                      26  %
Total cost of revenue                 $  231,935                         68  %       $  238,512                         73  %       $ (6,577)                     (3) %
Gross profit                          $  108,276                       31.8  %       $   86,829                       26.7  %       $ 21,447                      25  %


*NMF = Not meaningful
                                                                            Nine Months Ended
                                                    September 26, 2020                                 September 28, 2019
                                                                      % of total                                     % of total
                                            Amount                     revenue                Amount                  revenue               Change               % Change
Revenue:
Product                               $         778,325                         78  %       $  703,627                         77  %       $ 74,698                      11  %
Services                                        223,746                         22  %          210,671                         23  %         13,075                       6  %
Total revenue                         $       1,002,071                        100  %       $  914,298                        100  %       $ 87,773                      10  %
Cost of revenue:
Product                               $         573,312                         57  %       $  521,523                         57  %       $ 51,789                      10  %
Services                                        115,394                         12  %          108,373                         12  %          7,021                       6  %
Amortization of intangible assets                24,636                          2  %           24,146                          3  %            490                       2  %
Acquisition and integration costs                 1,828                          -  %           21,211                          2  %        (19,383)                    (91) %
Restructuring and related                         4,252                          -  %           24,528                          3  %        (20,276)                    (83) %
Total cost of revenue                 $         719,422                         71  %       $  699,781                         77  %       $ 19,641                       3  %
Gross profit                          $         282,649                       28.2  %       $  214,517                       23.5  %       $ 68,132                      32  %


Revenue
Total product revenue increased by $8.2 million, or 3%, during the three months
ended September 26, 2020 compared to the corresponding period in 2019. This
increase was attributable to revenue growth from our Tier 1 and other service
provider customers, and partially offset by moderate declines in our ICP and
Cable verticals. Total product revenue increased by $74.7 million, or 11%,
during the nine months ended September 26, 2020 compared to the corresponding
period in 2019. This increase was primarily driven by revenue growth in our Tier
1 and ICP verticals, including significant growth from a large North American
ICP. This increase was partially offset by lower revenue from our Cable
vertical.
Total services revenue increased by $6.7 million, or 9% for the three months
ended September 26, 2020 compared to the corresponding period in 2019. This
increase was attributable to growth in professional services and an increase in
amortized revenue stemming from higher services renewals. Total services revenue
increased by $13.1 million, or 6%, during the nine months ended September 26,
2020 compared to the corresponding period in 2019. This increase was
attributable to an increase in amortized revenue stemming from higher services
renewals and an increase in professional services revenue.
We expect our total revenue will be higher in the fourth quarter of 2020 as
compared to the third quarter of 2020, driven primarily by growth from certain
ICP and Tier 1 customers.
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The following table summarizes our revenue by geography and sales channel for
the periods presented (in thousands, except percentage data):
                                                                    Three 

Months Ended

                                               September 26, 2020                        September 28, 2019
                                                             % of total                                % of total
                                          Amount               revenue              Amount               revenue             Change              %
Change
Total revenue by geography:
Domestic                               $  167,043                    49  %       $  160,645                    49  %       $  6,398                      4  %
International                             173,168                    51  %          164,696                    51  %          8,472                      5  %
                                       $  340,211                   100  %       $  325,341                   100  %       $ 14,870                      5  %
Total revenue by sales channel:
Direct                                 $  269,653                    79  %       $  254,886                    78  %       $ 14,767                      6  %
Indirect                                   70,558                    21  %           70,455                    22  %            103                      -  %
                                       $  340,211                   100  %       $  325,341                   100  %       $ 14,870                      5  %


                                                                       Nine Months Ended
                                                  September 26, 2020                           September 28, 2019
                                                                   % of total                                % of total
                                             Amount                  revenue              Amount               revenue             Change              % Change
Total revenue by geography:
Domestic                              $         503,792                    50  %       $  426,380                    47  %       $ 77,412                     18  %
International                                   498,279                    50  %          487,918                    53  %         10,361                      2  %
                                      $       1,002,071                   100  %       $  914,298                   100  %       $ 87,773                     10  %
Total revenue by sales channel:
Direct                                $         782,330                    78  %       $  744,099                    81  %       $ 38,231                      5  %
Indirect                                        219,741                    22  %          170,199                    19  %         49,542                     29  %
                                      $       1,002,071                   100  %       $  914,298                   100  %       $ 87,773                     10  %


Domestic revenue increased by $6.4 million, or 4%, during the three months ended
September 26, 2020 compared to the corresponding period in 2019, driven
primarily by strong growth from key Tier 1 and ICP customers, and somewhat
offset by a decline from certain Cable customers. Domestic revenue grew by $77.4
million, or 18% during the nine months ended September 26, 2020 compared to the
corresponding period in 2019, primarily due to strong growth from ICP customers.
International revenue increased by $8.5 million, or 5%, during the three months
ended September 26, 2020 compared to the corresponding period in 2019. In this
period we had strong growth from certain Tier 1 and Other Service Provider
customers in APAC and Other Americas, which was nearly offset by a decline from
a large Tier 1 customer in EMEA that spent heavily on a large network deployment
in the third quarter of 2019. International revenue increased by $10.4 million,
or 2%, during the nine months ended September 26, 2020 compared to the
corresponding period in 2019. In this period, revenue in APAC and Other Americas
increased strongly due to certain large new deployments. This growth was nearly
offset by a decline in EMEA driven by lower spend from the aforementioned Tier 1
customer.
Cost of Revenue and Gross Margin
Gross profit was $108.3 million during the three months ended September 26,
2020, with gross margin increasing to 31.8% versus 26.7% in the corresponding
period in 2019. Gross profit was $282.6 million during the nine months ended
September 26, 2020, with gross margin increasing to 28.2% versus 23.5% in the
corresponding period in 2019. In the three months ended September 26, 2020, we
realized an improvement in our product margins stemming from ongoing internal
cost improvement initiatives, favorable product mix and lower
integration-related expenses. In the nine months ended September 26, 2020, our
margins benefited from cost efficiencies, including reductions in
integration-related expenses and restructuring costs.
We currently expect that gross margin in the fourth quarter of 2020 will be
higher than that of the third quarter of 2020. In the fourth quarter we
anticipate the benefit of continued cost reduction initiatives to be somewhat
offset by product mix. Over time, we believe our margins will continue to
improve as we increase the proportion of revenue derived from sales of our
vertically integrated products.
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Amortization of Intangible Assets
Amortization of intangible assets decreased by $0.5 million during the three
months ended September 26, 2020, compared to the corresponding period in 2019,
due to certain technologies being fully amortized during the quarter. The
decrease was offset by additional amortization due to capitalization of
in-process technology to developed technology in the fourth quarter of 2019.
Amortization of intangible assets increased by $0.5 million during the nine
months ended September 26, 2020, compared to the corresponding period in 2019
due to capitalization of in-process technology to developed technology in the
fourth quarter of 2019. This increase was partially offset by certain
technologies becoming fully amortized in the third quarter of 2020.
Acquisition and Integration Costs
Integration costs, within cost of revenue, decreased by $8.4 million and by
$19.4 million during the three and nine months ended September 26, 2020,
respectively, compared to the corresponding periods in 2019. This reduction has
been the result of lower integration-related headcount, third-party contractors,
and vendor spend during 2020 as we have largely completed our integration
efforts.
Restructuring and Related
Restructuring and related costs primarily consisting of severance and related
costs increased by $0.3 million during the three months ended September 26,
2020, compared to the corresponding period in 2019. Restructuring and related
costs primarily consisting of severance and related costs decreased by $20.3
million during the nine months ended September 26, 2020, compared to the
corresponding period in 2019. In the three and nine months ended September 26,
2020, the decrease in restructuring and related costs due to the substantial
completion of restructuring initiatives under the 2018 Restructuring Plan prior
to the third quarter of 2019 was partially offset by additional costs under the
2020 Restructuring Plan initiated in the second quarter of 2020. See Note 9,
"Restructuring and Related Costs" to the Notes to Condensed Consolidated
Financial Statements for more information.
Operating Expenses
The following tables summarize our operating expenses for the periods presented
(in thousands, except percentage data):
                                                                         

Three Months Ended

                                                 September 26, 2020                             September 28, 2019
                                                               % of total                                     % of total
                                        Amount                  revenue                Amount                   revenue                Change              % Change
Operating expenses:
Research and development              $   65,636                         19  %       $   71,748                          22  %       $  (6,112)                   (9)  %
Sales and marketing                       28,954                          9  %           35,756                          11  %          (6,802)                  (19)  %
General and administrative                28,183                          8  %           27,621                           9  %             562                     2   %
Amortization of intangible assets          4,696                          1  %            6,861                           2  %          (2,165)                  (32)  %
Acquisition and integration costs          1,045                          -  %           11,962                           4  %         (10,917)                  (91)  %
Restructuring and related                  6,679                          2  %            2,168                           -  %           4,511                   208   %
Total operating expenses              $  135,193                         39  %       $  156,116                          48  %       $ (20,923)                  (13)  %



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                                                                         Nine Months Ended
                                                 September 26, 2020                             September 28, 2019
                                                               % of total                                     % of total
                                        Amount                  revenue                Amount                   revenue                Change              % Change
Operating expenses:
Research and development              $  200,906                         20  %       $  219,345                          24  %       $ (18,439)                   (8)  %
Sales and marketing                       97,459                         10  %          113,444                          12  %         (15,985)                  (14)  %
General and administrative                87,904                          9  %           96,337                          11  %          (8,433)                   (9)  %
Amortization of intangible assets         13,836                          1  %           20,663                           2  %          (6,827)                  (33)  %
Acquisition and integration costs         13,611                          1  %           31,260                           3  %         (17,649)                  (56)  %
Restructuring and related                 17,356                          2  %           22,827                           2  %          (5,471)                  (24)  %
Total operating expenses              $  431,072                         43  %       $  503,876                          55  %       $ (72,804)                  (14)  %


Research and Development Expenses
Research and development expenses decreased by $6.1 million, or 9%, during the
three months ended September 26, 2020, and by $18.4 million, or 8%, during the
nine months ended September 26, 2020 compared to the corresponding periods in
2019. The decrease in both periods was primarily attributable to lower
employee-related costs and lower travel costs due to COVID-19 pandemic. The
decreases were partially offset by higher equipment spend for new technologies
and higher outside services spend associated with bringing our new technologies
to market. As employee-related costs have declined, we have continued to make
targeted innovation investments in research and development to support our
strategy of expanding our vertically integrated product portfolio, including
bringing new products to market quickly.
Sales and Marketing Expenses
Sales and marketing expenses decreased by $6.8 million, or 19%, during the three
months ended September 26, 2020, and by $16.0 million, or 14%, during the nine
months ended September 26, 2020 compared to the corresponding periods in 2019.
In these periods we incurred reductions in travel and marketing-related
expenses, primarily driven by the impact of the COVID-19 pandemic. We also had
lower employee-related spend during these periods as a result of workforce
reduction initiatives. The 2020 year-to-date decrease was partially offset by
higher spend in conducting lab trials.
General and Administrative Expenses
General and administrative expenses increased by $0.6 million, or 2%, during the
three months ended September 26, 2020, and decreased by $8.4 million, or 9%,
during the nine months ended September 26, 2020 compared to the corresponding
periods in 2019. The increase in the three-month period was largely due to
higher outside professional services and stock compensation expenses, partially
offset by reductions in travel, primarily driven by the impact of the COVID-19
pandemic. The decrease in the nine-month period was attributable to lower
employee-related expenses, lower travel expenses due to the COVID-19 pandemic,
and a litigation settlement in the second quarter of 2019.
Amortization of Intangible Assets
Amortization of intangible assets decreased by $2.2 million, or 32%, and by $6.8
million, or 33% during the three and nine months ended September 26, 2020,
respectively, compared to the corresponding periods in 2019, primarily due to
higher amortization of backlog by $2.0 million and $6.1 million, respectively,
for the three and nine months ended September 28, 2019.
Acquisition and Integration Costs
Integration costs decreased by $10.9 million, or 91.3%, and by $17.6 million, or
56%, during the three and nine months ended September 26, 2020, respectively,
compared to the corresponding periods in 2019, primarily due to lower
integration-related headcount, third-party contractors and vendor spend in the
three and nine months ended September 26, 2020, as compared to the same period
last year, as we largely completed our integration efforts in 2019.
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Restructuring and Related Costs
Restructuring and related costs increased by $4.5 million during the three
months ended September 26, 2020, compared to the corresponding period in 2019.
The increase in the three months ended September 26, 2020 was primarily due to
severance and related costs under the 2020 Restructuring Plan. Restructuring and
related costs decreased by $5.5 million during the nine months ended
September 26, 2020, compared to the corresponding period in 2019 primarily due
to facilities-related impairment charges in 2019, and severance and related
costs under the 2018 Restructuring Plan in 2019 being higher than severance and
related costs recorded under the 2020 Restructuring Plan in 2020. See Note 9,
"Restructuring and Related Costs" to the Notes to Condensed Consolidated
Financial Statements for more information.
Other Income (Expense), Net
                                                 Three Months Ended
                            September 26,       September 28,
                                 2020                2019           Change       % Change

                                                   (In thousands)
Interest income            $            7      $          131      $  (124)         (95) %
Interest expense                  (12,645)             (7,868)      (4,777)          61  %
Other gain (loss), net              5,018              (6,195)      11,213         (181) %
Total other expense, net   $       (7,620)$      (13,932)$ 6,312          (45) %


                                                        Nine Months Ended
                                 September 26,       September 28,
                                      2020                2019            Change        % Change

                                                         (In thousands)
     Interest income            $           85      $        1,080$    (995)         (92) %
     Interest expense                  (33,875)            (22,711)       (11,164)          49  %
     Other gain (loss), net             (9,656)             (5,908)        (3,748)          63  %
     Total other expense, net   $      (43,446)$      (27,539)$ (15,907)          58  %


Interest income during the three and nine months ended September 26, 2020
decreased by $0.1 million and $1.0 million, respectively, compared to the
corresponding periods in 2019, primarily due to the liquidation of investments
in 2019.
Interest expense during the three months ended September 26, 2020 compared to
the corresponding period in 2019 increased by $4.8 million, primarily due to
amortization of debt discount and debt issuance costs of $1.9 million and
contractual interest of $1.3 million on the new convertible debt issued in March
2020, $0.5 million increase in amortization of debt discount and debt issuance
costs on the 2024 Notes (as described and defined below), a $0.2 million
increase in interest on a financing assistance arrangement obtained in May 2019,
and a $1.0 million increase in interest and other related charges related to the
Credit Facility (as described below) in August 2019, and as amended. This
increase was offset by reduction in miscellaneous interest charges $0.1 million.
Interest expense during the nine months ended September 26, 2020 compared to the
corresponding period in 2019 increased by $11.2 million, primarily due to
amortization of debt discount and debt issuance costs of $4.3 million and
contractual interest of $2.8 million on the new convertible debt issued in March
2020, $1.4 million increase in amortization of debt discount and debt issuance
costs on the 2024 Notes (as described below), a $1.1 million increase in
interest on a financing assistance arrangement obtained in May 2019, and a $3.5
million increase in interest and other related charges related to the Credit
Facility (as described and defined below) in August 2019, and as amended. This
increase was offset by a $1.4 million of interest credit from a supplier and
reduction in miscellaneous interest charges of $0.5 million.
The change in other gain (loss), net, during the three months ended
September 26, 2020 compared to the corresponding period in 2019 was $11.2
million due to a decrease in foreign exchange losses, primarily driven by the
favorable foreign currency exchange rate changes.
The change in other gain (loss), net, during the nine months ended September 26,
2020 compared to the corresponding period in 2019 was $3.7 million due to an
increase in foreign exchange losses, primarily driven by the devaluation of
currencies in Latin American countries in which we have operations.
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Income Tax Benefit/Expense
Income taxes during the three and nine months ended September 26, 2020
represented a tax expense of $1.4 million and $4.9 million, respectively, on
pre-tax losses of $34.5 million and $191.9 million, respectively. This compares
to a tax expense of $1.5 million and $3.1 million, on pre-tax losses of $83.2
million and $316.9 million, respectively, during the three and nine months ended
September 28, 2019. Provision for income taxes decreased by approximately $0.1
million during the three months ended September 26, 2020, compared to the
corresponding period in 2019 as a result of immaterial return to provision
adjustments recorded in certain foreign jurisdictions. During the nine months
ended September 26, 2020, provision for income taxes increased by $1.8 million,
compared to the corresponding period in 2019, as a result of additional foreign
tax expense.

Liquidity and Capital Resources

                                                     Nine Months Ended
                                        September 26, 2020       September 28, 2019

                                                       (In thousands)
Net cash flow provided by (used in):
Operating activities                   $          (164,516)     $          (157,160)
Investing activities                   $           (27,148)     $            (9,960)
Financing activities                   $           276,849      $            48,673



                   September 26, 2020      December 28, 2019

                                 (In thousands)
Cash              $          196,546      $           94,804
Restricted cash               19,238                  25,826
                  $          215,784      $          120,630


Our restricted cash balance amounts are primarily pledged as collateral for
certain standby letters of credit related to customer performance guarantees,
value added tax licenses and property leases.
Operating Activities
Net cash used in operating activities during the nine months ended September 26,
2020 was $164.5 million compared to $157.2 million for the corresponding period
in 2019.
Net loss during the nine months ended September 26, 2020 was $196.8 million,
which included non-cash charges of $152.2 million such as depreciation,
stock-based compensation, amortization of intangibles, operating lease expense,
restructuring charges and related costs, and amortization of debt discount and
debt issuance costs, compared to a net loss during the nine months ended
September 28, 2019 of $320.0 million, which included non-cash charges of $180.5
million.
Net cash used in working capital was $119.9 million during the nine months ended
September 26, 2020. Accounts receivable decreased by $55.3 million due to cash
collections. Inventory levels decreased by $63.2 million due to management
efforts to reduce inventory. Prepaid and other assets increased by $25.5 million
primarily due to timing of tax payments and increase in customer contract
assets. Accounts payable decreased by $117.8 million primarily due to timing of
payment to suppliers. Accrued liabilities and other expenses decreased by $73.5
million primarily due to the payment of the fiscal 2019 corporate bonus,
restructuring liabilities, tax liabilities and purchases of shares of our common
stock under our 2007 Employee Stock Purchase Plan (the "ESPP") in 2020. Deferred
revenue decreased by $21.5 million due to the amortization of maintenance
renewals and lower renewals during the period, which are typically contracted on
an annual or multi-year basis.
Net cash used to fund working capital was $17.7 million during the nine months
ended September 28, 2019. Accounts receivable decreased by $27.5 million
primarily due to timing of invoicing and more timely collections on customer
accounts. Inventory increased by $23.3 million as we built buffer inventory to
reduce risk related to revenue plan execution and the transition of our Berlin,
Germany manufacturing facility to a third-party contract manufacturer and
increase in sales inventory for subsea customers. Accounts payable increased by
$16.5 million
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largely to support the increase in inventory and were primarily offset by
payment of overdue accounts associated with the acquired Coriant business.
Prepaid and other assets increased by $53.5 million primarily due to timing of
tax payments and increase in customer contract assets. Accrued liabilities and
other expenses increased by $23.2 million primarily due to increased
compensation related expenses and timing of tax payments. Deferred revenue
decreased by $8.1 million due to the recognition of revenue on maintenance
services provided to our customers, which are typically contracted on an annual
or multi-year basis.
Investing Activities
Net cash used in investing activities during the nine months ended September 26,
2020 was $27.1 million for the purchase of property and equipment.
Net cash used in investing activities during the nine months ended September 28,
2019 was $10.0 million. Investing activities during the nine months ended
September 28, 2019 included proceeds of $26.6 million associated with maturities
of investments and capital expenditures of $28.3 million. Additionally, $10.0
million held in escrow related to the Acquisition was released due to the
absence of underlying claims during the nine months ended September 28, 2019 and
$1.0 million was received from sale of a non-marketable equity investment.
Financing Activities
Net cash provided by financing activities during the nine months ended
September 26, 2020 was $276.8 million compared to net cash provided by financing
activities of $48.7 million in the corresponding period of 2019. Financing
activities during the nine months ended September 26, 2020 included proceeds of
$31.0 million from our common stock "at-the-market" offering program, $194.5
million from issuance of the 2027 Notes and $55.0 million from the Credit
Facility (as described below). Payments during this period included $8.0 million
under the Credit Facility, $5.3 million under the financing assistance
arrangement, $2.4 million in debt issuance cost and $1.1 million for finance
lease obligations.
Net cash provided by financing activities during the nine months ended
September 28, 2019 was $48.7 million. Financing activities during the nine
months ended September 28, 2019 included proceeds of $8.6 million from issuance
of debt associated with mortgaging one of our facilities and $28.8 million from
new revolving line of credit obtained in August 2019. Both periods included net
proceeds from the issuance of shares under our 2007 Employee Stock Purchase Plan
and minimum tax withholdings paid on behalf of certain employees for net share
settlements of restricted stock units.
Liquidity
We believe that our current cash, along with the Credit Facility (as defined
below) will be sufficient to meet our anticipated cash needs for working capital
and capital expenditures, payments under the financing assistance arrangement
with the third-party contract manufacturer, and the interest payments on the
Notes and the Credit Facility for at least 12 months. While we believe we have
enough cash to operate our business for the next 12 months, if the impact of the
COVID-19 pandemic to our business and financial position is more extensive than
expected and the existing sources of cash are insufficient to satisfy our
liquidity requirements, we may require additional capital from equity or debt
financings to fund our operations, to respond to competitive pressures or
strategic opportunities, or otherwise. In addition, we are continuously
evaluating alternatives for efficiently funding our capital expenditures and
ongoing operations. We may, from time to time engage in a variety of financing
transactions for such purposes. We may not be able to secure timely additional
financing on favorable terms, or at all. The terms of any additional financings
may place limits on our financial and operating flexibility. If we raise
additional funds through further issuances of equity or equity-linked
securities, our existing stockholders could suffer dilution in their percentage
ownership of us, and any new securities we issue could have rights, preferences
and privileges senior to those of holders of our common stock.
On August 12, 2020, we entered into the Sales Agreement with Jefferies under
which the Company may issue and sell through Jefferies, acting as agent and/or
principal, shares of our common stock having an aggregate offering price of up
to $100.0 million. As of September 26, 2020, we issued and sold 4,049,530 shares
of our common stock under the Sales Agreement, for net proceeds of approximately
$31.0 million, after paying Jefferies a sales commission of approximately $0.9
million related to those shares. We intend to use the net proceeds for general
corporate purposes, including working capital and capital expenditures.
On March 9, 2020, we issued the 2027 Notes, which will mature on March 1, 2027,
unless earlier repurchased, redeemed or converted. Interest is payable
semi-annually in arrears on March 1 and September 1 of
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each year, commencing on September 1, 2020. The net proceeds from the 2027 Notes
issuance were approximately $194.5 million and we intend to use the net proceeds
for general corporate purposes, including working capital to fund growth and
potential strategic projects.
Upon conversion, it is our intention to pay cash equal to the lesser of the
aggregate principal amount or the conversion value of the 2027 Notes. For any
remaining conversion obligation, we intend to pay or deliver, as the case may
be, cash, shares of our common stock, or a combination of cash and shares of our
common stock, at our election. As of September 26, 2020, long-term debt, net,
included $129.8 million outstanding for the 2027 Notes, which represents the
liability component of the $200.0 million principal balance, net of $70.2
million of unamortized debt discount and debt issuance costs. The debt discount
and debt issuance costs are currently being amortized over the remaining term
until maturity of the 2027 Notes on March 1, 2027. To the extent that the
holders of the 2027 Notes request conversion during an early conversion window,
we may require funds for repayment of such 2027 Notes prior to their maturity
date.
As of September 26, 2020, contractual obligations related to the 2027 Notes are
payments of $5.0 million due each year from 2021 through 2026 and $202.5 million
due in 2027. These amounts represent principal and interest cash payments over
the term of the 2027 Notes. Any future redemption or conversion of the Notes
could impact the amount or timing of our cash payments. For more information
regarding the 2027 Notes, see Note 12, "Debt" to the Notes to Consolidated
Financial Statements.
On August 1, 2019, we entered into the Credit Agreement with Wells Fargo Bank.
The Credit Agreement provides for the Credit facility, a senior secured
asset-based revolving credit facility of up to $100 million, which we may draw
upon from time to time. We may increase the total commitments under the Credit
Facility by up to an additional $50 million, subject to certain conditions. The
Credit Agreement provides for a $50 million letter of credit sub-facility and a
$10 million swing loan sub-facility.
On December 23, 2019, we exercised our option to increase the total commitments
under the Credit Facility and entered into the Amendment to the Credit Agreement
with BMO Harris Bank N.A. and Wells Fargo Bank, as administrative agent. The
Amendment increased the total commitments under the Credit Facility to $150
million.
The proceeds of the loans under the Amended Credit Agreement may be used to pay
the fees, costs and expenses incurred in connection with the Amended Credit
Agreement and for working capital and general corporate purposes. The Credit
Facility matures, and all outstanding loans become due and payable, on March 5,
2024. Availability under the Credit Facility is based upon periodic borrowing
base certifications valuing certain inventory and accounts receivable, as
reduced by certain reserves. The Credit Facility is secured by first-priority
security interest (subject to certain exceptions) in inventory, certain related
assets, specified deposit accounts, and certain other accounts in certain
domestic subsidiaries.
Loans under the Amended Credit Agreement bear interest, at our option, at either
a rate based on LIBOR for the applicable interest period or a base rate, in each
case plus a margin. The margin ranges from 2.00% to 2.50% for LIBOR rate loans
and 1.00% to 1.50% for base rate loans, depending on the utilization of the
Credit Facility. The commitment fee payable on the unused portion of the Credit
Facility ranges from 0.375% to 0.625% per annum, also based on the current
utilization of the Credit Facility. Letters of credit issued pursuant to the
Credit Facility will accrue a fee at a per annum rate equal to the applicable
LIBOR rate margin times the average amount of the letter of credit usage during
the immediately preceding quarter in addition to the fronting fees, commissions
and other fees.
As of September 26, 2020, we have outstanding borrowings of $77.0 million due in
March 2024 and related interest due monthly. For more information regarding the
Credit Facility, see Note 12, "Debt" to the Notes to Consolidated Financial
Statements.
In September 2018, we issued the 2024 Notes, which will mature on September 1,
2024, unless earlier repurchased, redeemed or converted. Interest is payable
semi-annually in arrears on March 1 and September 1 of each year, which
commenced on March 1, 2019. The net proceeds from the 2024 Notes issuance were
approximately $391.4 million, of which approximately $48.9 million was used to
pay the cost of the Capped Calls. We also used a portion of the remaining net
proceeds to fund the cash portion of the purchase price of the Acquisition,
including fees and expenses relating thereto, and intend to use the remaining
net proceeds for general corporate purposes.
Upon conversion, it is our intention to pay cash equal to the lesser of the
aggregate principal amount or the conversion value of the 2024 Notes. For any
remaining conversion obligation, we intend to pay or deliver, as the
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case may be, cash, shares of our common stock, or a combination of cash and
shares of our common stock, at our election. As of September 26, 2020, long-term
debt, net, included $301.0 million for 2024 Notes which represents the liability
component of the $402.5 million principal balance, net of $101.4 million of
unamortized debt discount and debt issuance costs. The debt discount and debt
issuance costs are currently being amortized over the remaining term until
maturity of the 2024 Notes on September 1, 2024. To the extent that the holders
of the 2024 Notes request conversion during an early conversion window, we may
require funds for repayment of such 2024 Notes prior to their maturity date.
As of September 26, 2020, contractual obligations related to the 2024 Notes are
payments of $8.5 million due each year from 2021 through 2023 and $411.1 million
due in 2024. These amounts represent principal and interest cash payments over
the term of the 2024 Notes. Any future redemption or conversion of the Notes
could impact the amount or timing of our cash payments. For more information
regarding the 2024 Notes, see Note 12, "Debt" to the Notes to Consolidated
Financial Statements.
As of September 26, 2020, we had $196.5 million of cash including $72.5 million
of cash held by our foreign subsidiaries. Our policy with respect to
undistributed foreign subsidiaries' earnings is to consider those earnings to be
indefinitely reinvested. As a result of the enactment in the United States of
the Tax Cuts and Jobs Act of 2017 (the "2017 Tax Act"), if and when funds are
actually distributed in the form of dividends or otherwise, we expect minimal
tax consequences, except for foreign withholding taxes, which would be
applicable in some jurisdictions.
Off-Balance Sheet Arrangements
As of September 26, 2020, we did not have any relationships with unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which would have been
established for the purpose of facilitating off-balance sheet arrangements or
other contractually narrow or limited purposes.
Item 3.Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact our financial position
due to adverse changes in financial market prices and rates. Our market risk
exposure is primarily a result of fluctuations in foreign currency exchange
rates and interest rates. We assess these risks on a regular basis and have
established policies that are designed to protect against, but that cannot
entirely eliminate the adverse effects of these and other potential exposures.
Foreign Currency Exchange Rate Risk
There have been no material changes to the foreign currency exchange rate risk
previously disclosed in Part II, Item 7A, "Quantitative and Qualitative
Disclosures About Market Risk," of our Annual Report on Form 10-K for the fiscal
year ended December 28, 2019.
Interest Rate Risk
There have been no material changes to the interest rate risk previously
disclosed in Part II, Item 7A, "Quantitative and Qualitative Disclosures About
Market Risk," of our Annual Report on Form 10-K for the fiscal year ended
December 28, 2019.
Market Risk and Market Interest Risk
In March 2020, we issued the 2027 Notes. The 2027 Notes have a fixed annual
interest rate of 2.50%, and, therefore, we do not have economic interest rate
exposure on the 2027 Notes. However, the fair values of the 2027 Notes is
subject to interest rate risk, credit risk and market risk and other factors due
to the convertible feature. The fair value of the 2027 Notes will generally
increase as interest rates fall and decrease as interest rates rise. In
addition, the fair value of the 2027 Notes will generally increase as our common
stock price increases and will generally decrease as our common stock price
declines in value. The interest and market value changes affect the fair value
of the 2027 Notes but do not impact our financial position, cash flows or
results of operations due to the fixed nature of the debt obligation.
Additionally, we do not carry the 2027 Notes at fair value. We present the fair
value of the 2027 Notes for required disclosure purposes only.
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For a discussion of our exposure to market risk and market interest risk related
to the 2024 Notes, see "Quantitative and Qualitative Disclosures About Market
Risk" in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year
ended December 28, 2019. There have been no other material changes to our market
risk during the nine months ended September 26, 2020.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was performed by our management, with the participation of our CEO
and our CFO, of the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d -15(e) under the Exchange Act). Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in our reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms and that such information is accumulated and communicated
to management, including our CEO and CFO, as appropriate, to allow timely
decisions regarding required disclosure. Based on this evaluation, our CEO and
CFO concluded that, as of September 26, 2020, our disclosure controls and
procedures are effective.
Inherent Limitations on Effectiveness of Controls
Our management, including the CEO and CFO, does not expect that our disclosure
controls or our internal controls over financial reporting will prevent or
detect all errors and all fraud. A control system, no matter how well designed
and operated, can provide only reasonable, not absolute, assurance that the
control system's objectives will be met. The design of a control system must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Further, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, have been
detected. The design of any system of controls is based in part on certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Projections of any evaluation of the effectiveness of
controls to future periods are subject to risks. Over time, controls may become
inadequate because of changes in business conditions or deterioration in the
degree of compliance with policies or procedures.
Changes in Internal Control over Financial Reporting
During the three months ended September 26, 2020 there were no changes in our
internal control over financial reporting which were identified in connection
with management's evaluation required by paragraph (d) of Rules 13a-15 and
15d-15 under the Exchange Act, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting. We
are continually monitoring and assessing the COVID-19 pandemic situation to
minimize the impact, if any, on the design and operating effectiveness on our
internal controls.



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