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Stockholders' Equity
 3 Months Ended
Mar. 28, 2020
Share-based Payment Arrangement [Abstract]  
Stockholders' Equity Stockholders’ Equity
2007 Equity Incentive Plan, 2016 Equity Incentive Plan, 2019 Inducement Equity Incentive Plan and Employee Stock Purchase Plan
In February 2007, the Company’s board of directors adopted the 2007 Equity Incentive Plan (the “2007 Plan”) and the Company’s stockholders approved the 2007 Plan in May 2007. The Company reserved a total of 46.8 million shares of common stock for issuance under the 2007 Plan. Upon stockholder approval of the 2016 Equity Incentive Plan (the “2016 Plan”), the Company has ceased granting equity awards under the 2007 Plan, however the 2007 Plan will continue to govern the terms and conditions of the outstanding options and awards previously granted under the 2007 Plan. As of March 28, 2020, options to purchase 0.6 million shares of the Company's common stock were outstanding and 0.2 million RSUs were outstanding under the 2007 Plan.
In February 2016, the Company's board of directors adopted the 2016 Plan and the Company's stockholders approved the 2016 Plan in May 2016. In May 2018 and May 2019 respectively, the Company's stockholders approved an amendment to the 2016 Plan to increase the number of shares authorized for issuance under the 2016 Plan by 1.5 million shares and 7.3 million shares. As of March 28, 2020, the Company reserved a total of 22.7 million shares of common stock for the award of stock options, RSUs and PSUs to employees, non-employees, consultants and members of the Company's board of directors, pursuant to the 2016 Plan, plus any shares subject to awards granted under the 2007 Plan that, after the effective date of the 2016 Plan, expire, are forfeited or otherwise terminate without having been exercised in full to the extent such awards were exercisable, and shares issued pursuant to awards granted under the 2007 Plan that, after the effective date of the 2016 Plan, are forfeited to or repurchased by the Company due to failure to vest. The 2016 Plan has a maximum term of 10 years from the date of adoption, or it can be earlier terminated by the Company's board of directors. The 2007 Plan was canceled; however, it continues to govern outstanding grants under the 2007 Plan.
The ESPP was adopted by the board of directors in February 2007 and approved by the stockholders in May 2007. The ESPP was last amended by the stockholders in May 2019 to increase the shares authorized under the ESPP to a total of approximately 31.6 million shares of common stock. The ESPP has a 20-year term. Eligible employees may purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions under the ESPP are limited to 15% of the employee’s compensation and employees may not purchase more than 3,000 shares per purchase period and $25,000 of stock during any calendar year.
Stock-based Compensation Plans
The Company has stock-based compensation plans pursuant to which the Company has granted stock options, RSUs and PSUs. The Company also has an ESPP for all eligible employees.
The following tables summarize the Company’s equity award activity and related information (in thousands, except per share data): 
 
Number of Stock
Options
 
Weighted Average
Exercise
Price
  Per Share  
 
  Aggregate  
Intrinsic
Value
Outstanding at December 28, 2019
730

 
$
8.41

 
$
—

Options granted
—

 
$
—

 
 
Options exercised
—

 
$
—

 
$
—

Options canceled
(125
)
 
$
8.81

 


Outstanding at March 28, 2020
605

 
$
8.33

 
$
—

Exercisable at March 28, 2020
605

 
$
8.33

 



 
 
Number of
Restricted
Stock Units
 
Weighted
Average
 Grant Date 
Fair Value
Per Share
 
  Aggregate  
Intrinsic
Value
Outstanding at December 28, 2019
11,600

 
$
6.20

 
$
90,254

RSUs granted
5,978

 
$
5.90

 


RSUs released
(165
)
 
$
7.45

 
$
848

RSUs canceled
(200
)
 
$
6.87

 


Outstanding at March 28, 2020
17,213

 
$
6.08

 
$
88,478


 
 
Number of
Performance
Stock Units
 
Weighted
Average
 Grant Date 
Fair Value
Per Share
 
  Aggregate  
Intrinsic
Value
Outstanding at December 28, 2019
2,505

 
$
6.48

 
$
19,485

PSUs granted
1,628

 
$
5.89

 

PSUs released
(60
)
 
$
4.98

 
$
308

PSUs canceled
(16
)
 
$
5.19

 

Outstanding at March 28, 2020
4,057

 
$
5.77

 
$
20,853

Expected to vest at March 28, 2020
3,946

 

 
$
20,282


The aggregate intrinsic value of unexercised stock options is calculated as the difference between the closing price of the Company’s common stock of $5.14 at March 27, 2020 (the last trading day of the fiscal quarter) and the exercise prices of the underlying stock options. The aggregate intrinsic value of the stock options that have been exercised is calculated as the difference between the fair market value of the common stock at the date of exercise and the exercise price of the underlying stock options.
The aggregate intrinsic value of unreleased RSUs and unreleased PSUs is calculated using the closing price of the Company's common stock of $5.14 at March 27, 2020 (the last trading day of the fiscal quarter). The aggregate intrinsic value of RSUs and PSUs released is calculated using the fair market value of the common stock at the date of release.
The following table presents total stock-based compensation cost for instruments granted but not yet amortized, net of estimated forfeitures, of the Company’s equity compensation plans as of March 28, 2020. These costs are expected to be amortized on a straight-line basis over the following weighted-average periods (in thousands, except for weighted average period data):
 
Unrecognized
Compensation
Expense, Net
 
Weighted
Average Period
(in Years)
RSUs
$
76,045

 
2.40
PSUs
$
15,416

 
2.69

Employee Stock Options
The Company did not grant any stock options during the three months ended March 28, 2020. Amortization of stock-based compensation related to stock options in the three months ended March 28, 2020 and the corresponding period in 2019 was insignificant.
Employee Stock Purchase Plan
The fair value of the ESPP shares was estimated at the date of grant using the following assumptions:
 
Three Months Ended
 
March 28, 2020
 
March 30, 2019
Volatility
42%
 
72%
Risk-free interest rate
1.56%
 
2.48%
Expected life
0.5 years
 
0.5 years
Estimated fair value
$2.17
 
$1.77
Total stock-based compensation expense
$1,513
 
$1,316

Restricted Stock Units
Pursuant to the 2016 Plan, the Company has granted RSUs to employees and non-employee members of the Company's board of directors to receive shares of the Company’s common stock. All RSUs awarded are subject to each individual's continued service to the Company through each applicable vesting date. The Company accounted for the fair value of the RSUs using the closing market price of the Company’s common stock on the date of grant. Amortization of stock-based compensation related to RSUs for the three months ended March 28, 2020 and for the three months ended March 30, 2019 was approximately $8.3 million and $6.0 million, respectively.
Performance Stock Units
Pursuant to the 2016 Plan, the Company has granted PSUs to certain of the Company’s executive officers, senior management and certain employees. All PSUs awarded are subject to each individual's continued service to the Company through each applicable vesting date and if the performance metrics are not met within the time limits specified in the award agreements, the PSUs will be canceled.
PSUs granted to the Company’s executive officers and senior management under the 2016 Plan during 2017 and the first half of 2018 are based on the TSR of the Company's common stock price relative to the TSR of the individual companies listed in the S&P North American Technology Multimedia Networking Index (“SPGIIPTR”) over the span of one year, two years and three years. The number of shares to be issued upon vesting of these PSUs range from zero to two times the target number of PSUs granted depending on the Company’s performance against the individual companies listed in the SPGIIPTR.
The ranges of estimated values of the PSUs granted that are compared to the SPGIIPTR, as well as the assumptions used in calculating these values were based on estimates as follows:
 
 
2018
 
2017
Index volatility
 
33%
 
33% - 34%
Infinera volatility
 
58% - 59%
 
55% - 56%
Risk-free interest rate
 
2.37% - 2.40%
 
1.41% - 1.63%
Correlation with index/index component
 
0.04 - 0.48
 
0.10 - 0.49
Estimated fair value
 
$14.99 - $19.46
 
$15.23 - $17.35

PSUs granted to the Company's executive officers and senior management under the 2016 Plan during 2019 and the first quarter of 2020 are based on performance criteria related to a specific financial target over the span of a three-year performance period. These PSUs may become eligible for vesting to begin before the end of the three-year performance period, if the applicable financial target is met. The number of shares to be issued upon vesting of these PSUs are capped at the target number of PSUs granted. Certain other employees were awarded PSUs that will only vest upon the achievement of specific financial and operational performance criteria.
In addition, in 2019, one of the Company's executive officers was awarded a PSU that will be eligible to vest if the market price condition is met. The assumptions used in calculating the estimated values of this award granted in fiscal 2019 were based upon Monte Carlo Model Assumptions and estimates as follows:
 
 
2019
Index volatility
 
N/A
Infinera volatility
 
64% - 68%
Risk-free interest rate
 
2.17% - 2.48%
Correlation with index/index component
 
N/A
Estimated fair value
 
$2.08 - $2.89

The following table summarizes by grant year, the Company’s PSU activity for the three months ended March 28, 2020 (in thousands):
 
 
 
 
 
 
 
Total Number of Performance Stock Units
 
2017
 
2018
 
2019
 
2020
Outstanding at December 28, 2019
 
2,505

 
199

 
270

 
2,036

 
—

PSUs granted
 
1,628

 
—

 
—

 
—

 
1,628

PSUs released
 
(60
)
 
—

 
—

 
(60
)
 
—

PSUs canceled
 
(16
)
 
(1
)
 
—

 
(15
)
 
—

Outstanding at March 28, 2020
 
4,057

 
198

 
270

 
1,961

 
1,628


Amortization of stock-based compensation expense related to PSUs for the three months ended March 28, 2020 and for the three months ended March 30, 2019 was approximately $1.6 million and $1.7 million, respectively.
Stock-Based Compensation
The following tables summarize the effects of stock-based compensation on the Company’s consolidated balance sheets and statements of operations for the periods presented (in thousands):
 
March 28,
2020
 
December 28,
2019
Stock-based compensation effects in inventory
$
4,506

 
$
4,798

 
Three Months Ended
 
March 28,
2020
 
March 30,
2019
Stock-based compensation effects included in net loss before income taxes
 
 
 
Cost of revenue
$
624

 
$
538

Research and development
3,774

 
3,603

Sales and marketing
2,644

 
1,547

General and administration
3,183

 
2,235

 
10,225

 
7,923

Cost of revenue – amortization from balance sheet (1)
1,478

 
790

Total stock-based compensation expense
$
11,703

 
$
8,713

(1) 
Stock-based compensation expense deferred to inventory in prior periods and recognized in the current period.