UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Form 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): September 7, 2017
Finisar Corpation
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-27999 | 94-3038428 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1389 Moffett Park Drive, Sunnyvale, CA 94089 |
(Address of Principal Executive Offices) (Zip Code) |
408-548-1000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 9.01. Financial Statements and Exhibits.
On September 7, 2017, Finisar Corporation issued a press release announcing its financial results for the first quarter of fiscal 2018, ended July 30, 2017. A copy of the press release is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Finisar Corpation | ||
Date: September 7, 2017 | By: | /s/ Kurt Adzema |
Kurt Adzema | ||
Chief Financial Officer | ||
EXHIBIT 99.1
Finisar Announces First Quarter Fiscal 2018 Financial Results
SUNNYVALE, Calif., Sept. 07, 2017 (GLOBE NEWSWIRE) -- Finisar Corporation (NASDAQ:FNSR), a global technology leader for subsystems and components for fiber optic communications, today announced financial results for its first fiscal quarter, ended July 30, 2017.
COMMENTARY
“We experienced strong demand in our first fiscal quarter for our 100G QSFP28 transceivers for datacenter applications,” said Jerry Rawls, Finisar’s Chief Executive Officer. “However, our overall revenues for our first fiscal quarter were $341.8 million, a decrease of $15.7 million, or 4.4%, compared to the fourth quarter of fiscal 2017. This decrease resulted primarily from a decline in telecom revenues as well as a decrease in 10G and below datacom transceivers.”
FINANCIAL HIGHLIGHTS – First Quarter Ended July 30, 2017 | ||||||||||
Summary GAAP Results | First | Fourth | ||||||||
Quarter | Quarter | |||||||||
Ended | Ended | |||||||||
July 30, 2017 | April 30, 2017 | |||||||||
(in thousands, except per share amounts) | ||||||||||
Revenues | $341,806 | $357,527 | ||||||||
Gross margin | 33.7% | 35.0% | ||||||||
Operating expenses | $85,387 | $84,324 | ||||||||
Operating income | $29,912 | $40,839 | ||||||||
Operating margin | 8.8% | 11.4% | ||||||||
Net income | $19,859 | $130,245 | ||||||||
Income per share-basic | $0.18 | $1.17 | ||||||||
Income per share-diluted | $0.17 | $1.13 | ||||||||
Basic shares | 112,544 | 111,438 | ||||||||
Diluted shares | 115,698 | 115,242 | ||||||||
Summary Non-GAAP Results (a) | First | Fourth | ||||||||
Quarter | Quarter | |||||||||
Ended | Ended | |||||||||
July 30, 2017 | April 30, 2017 | |||||||||
(in thousands, except per share amounts) | ||||||||||
Revenues | $341,806 | $357,527 | ||||||||
Non-GAAP Gross margin | 34.9% | 36.2% | ||||||||
Non-GAAP Operating expenses | $73,150 | $70,952 | ||||||||
Non-GAAP Operating income | $46,005 | $58,411 | ||||||||
Non-GAAP Operating margin | 13.5% | 16.3% | ||||||||
Non-GAAP Net income | 45,750 | $57,515 | ||||||||
Non-GAAP Income per share-basic | $0.41 | $0.52 | ||||||||
Non-GAAP Income per share-diluted | $0.40 | $0.50 | ||||||||
Basic shares | 112,544 | 111,438 | ||||||||
Diluted shares | 115,698 | 115,242 |
_____________
(a) In evaluating the operating performance of Finisar’s business, Finisar management utilizes financial measures that exclude certain charges and credits required by U.S. generally accepted accounting principles, or GAAP, that are considered by management to be outside of Finisar’s core ongoing operating results. A reconciliation of Finisar’s non-GAAP financial measures to the most directly comparable GAAP measures, as well as additional related information, can be found under the heading “Finisar Non-GAAP Financial Measures” below.
Financial Statement Highlights for the First Quarter of Fiscal 2018:
OUTLOOK
Finisar indicated that for the second quarter of fiscal 2018 it currently expects revenues in the range of $322 to $342 million, non-GAAP gross margin of approximately 33%-34%, non-GAAP operating margin of approximately 10% -11%, and non-GAAP earnings per fully diluted share in the range of approximately $0.27 to $0.33.
Finisar has not provided a reconciliation of its second quarter outlook for non-GAAP gross margin, non-GAAP operating margin and non-GAAP earnings per fully diluted share because estimates of all of the reconciling items cannot be provided without unreasonable efforts. It is difficult to reasonably provide a forward-looking estimate of certain reconciling items between such non-GAAP forward-looking measures and the comparable forward-looking GAAP measures. Certain factors that are materially significant to Finisar’s ability to estimate these items are out of its control and/or cannot be reasonably predicted, including with respect to restructuring charges, litigation settlements and resolutions and related costs, and the timing of tax related adjustments. Accordingly, a reconciliation of such non-GAAP forward-looking measures to the comparable forward-looking GAAP measures are not available within a reasonable range of predictability.
CONFERENCE CALL
Finisar will discuss its financial results for the first quarter and current business outlook during its regular quarterly conference call scheduled for Thursday, September 7, 2017, at 2:00 pm PT (5:00 pm ET). To listen to the call you may connect through the Finisar investor relations page at http://investor.finisar.com/ or dial 1-(855) 473-9088 (domestic) or 1- (720) 405-0995 (international) and enter conference ID 61562686.
An audio replay will be available for two weeks following the call by dialing 1- (855) 859-2056 (domestic) or 1-404-537-3406 (international) and then following the prompts: enter conference ID 61562686 and provide your name, affiliation, and contact number. A replay of the webcast will be available shortly after the conclusion of the call on Finisar’s website until the next regularly scheduled earnings conference call.
SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release contains forward-looking statement concerning Finisar’s expected financial performance. These statements are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on our current expectations, estimates, assumptions and projections about our business and industry, and the markets and customers we serve, and they are subject to numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate. Finisar assumes no obligation to update any such forward-looking statements. Forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from those projected. Examples of such risks include those associated with: the uncertainty of customer demand for Finisar’s products; the rapidly evolving markets for Finisar’s products and uncertainty regarding the development of these markets; Finisar’s historical dependence on sales to a limited number of customers and fluctuations in the mix of products and customers in any period; ongoing new product development and introduction of new and enhanced products; the challenges of rapid growth followed by periods of contraction; and intensive competition. Further information regarding these and other risks relating to Finisar’s business is set forth in Finisar’s annual report on Form 10-K (filed June 16, 2017) and quarterly SEC filings.
ABOUT FINISAR
Finisar Corporation (NASDAQ:FNSR) is a global technology leader for fiber optic subsystems and components that enable high-speed voice, video and data communications for telecommunications, networking, storage, wireless, and cable TV applications. For over 25 years, Finisar has provided critical optics technologies to system manufacturers to meet the increasing demands for network bandwidth and storage. Finisar is headquartered in Sunnyvale, California, USA with R&D, manufacturing sites, and sales offices worldwide. For additional information, visit www.finisar.com.
FINISAR FINANCIAL STATEMENTS The following financial tables are presented in accordance with GAAP.
Finisar Corporation | |||||||||||
Consolidated Statements of Operations | |||||||||||
(Unaudited, in thousands, except per share data) | |||||||||||
Three Months Ended | |||||||||||
Jul 30, 2017 | July 31, 2016 | Apr 30, 2017 | |||||||||
Revenues | $ | 341,806 | $ | 341,325 | $ | 357,527 | |||||
Cost of revenues | 225,896 | 231,637 | 231,374 | ||||||||
Amortization of acquired developed technology | 611 | 1,523 | 990 | ||||||||
Gross profit | 115,299 | 108,165 | 125,163 | ||||||||
Gross margin | 33.7% | 31.7% | 35.0% | ||||||||
Operating expenses: | |||||||||||
Research and development | 58,040 | 51,008 | 58,973 | ||||||||
Sales and marketing | 12,351 | 11,863 | 12,322 | ||||||||
General and administrative | 14,289 | 16,315 | 12,316 | ||||||||
Amortization of purchased intangibles | 707 | 668 | 713 | ||||||||
Total operating expenses | 85,387 | 79,854 | 84,324 | ||||||||
Income from operations | 29,912 | 28,311 | 40,839 | ||||||||
Interest income | 3,440 | 726 | 3,299 | ||||||||
Interest expense | (9,013 | ) | (2,986 | ) | (8,953 | ) | |||||
Other expenses | (2,694 | ) | (59 | ) | (488 | ) | |||||
Income before income taxes | 21,645 | 25,992 | 34,697 | ||||||||
Provision (benefit) for income taxes | 1,786 | 2,043 | (95,548 | ) | |||||||
Net income | $ | 19,859 | $ | 23,949 | $ | 130,245 | |||||
Net income per share attributable to Finisar Corporation common stockholders: | |||||||||||
Basic | $ | 0.18 | $ | 0.22 | $ | 1.17 | |||||
Diluted | $ | 0.17 | $ | 0.22 | $ | 1.13 | |||||
Shares used in computing net income per share - basic | 112,544 | 108,820 | 111,438 | ||||||||
Shares used in computing net income per share - diluted | 115,698 | 110,821 | 115,242 | ||||||||
Finisar Corporation | |||||||||
Consolidated Balance Sheets | |||||||||
(in thousands) | |||||||||
Jul 30, 2017 | Apr 30, 2017 | ||||||||
(Unaudited) | |||||||||
ASSETS | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 278,826 | $ | 260,228 | |||||
Short-term held-to-maturity investments | 954,026 | 976,595 | |||||||
Accounts receivable, net | 273,180 | 272,377 | |||||||
Inventories | 356,845 | 331,388 | |||||||
Other current assets | 63,629 | 68,269 | |||||||
Total current assets | 1,926,506 | 1,908,857 | |||||||
Property, equipment and improvements, net | 420,298 | 383,919 | |||||||
Purchased intangible assets, net | 11,700 | 13,019 | |||||||
Goodwill | 106,735 | 106,735 | |||||||
Minority investments | 605 | 3,161 | |||||||
Other assets | 21,651 | 16,964 | |||||||
Deferred tax assets | 108,567 | 107,225 | |||||||
Total assets | $ | 2,596,062 | $ | 2,539,880 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Current liabilities: | |||||||||
Accounts payable | $ | 148,605 | $ | 140,568 | |||||
Accrued compensation | 42,030 | 54,520 | |||||||
Other accrued liabilities | 46,648 | 43,697 | |||||||
Deferred revenue | 14,348 | 13,015 | |||||||
Total current liabilities | 251,631 | 251,800 | |||||||
Long-term liabilities: | |||||||||
Convertible notes | 715,722 | 707,782 | |||||||
Other non-current liabilities | 17,546 | 17,594 | |||||||
Total liabilities | 984,899 | 977,176 | |||||||
Stockholders' equity: | |||||||||
Common stock | 114 | 112 | |||||||
Additional paid-in capital | 2,799,118 | 2,784,204 | |||||||
Accumulated other comprehensive income (loss) | (44,181 | ) | (57,865 | ) | |||||
Accumulated deficit | (1,143,888 | ) | (1,163,747 | ) | |||||
Total stockholders' equity | 1,611,163 | 1,562,704 | |||||||
Total liabilities and stockholders' equity | $ | 2,596,062 | $ | 2,539,880 | |||||
Note - Balance sheet amounts as of April 30, 2017 are derived from the audited consolidated financial statements as of the date. | |||||||||
FINISAR NON-GAAP FINANCIAL MEASURES
In addition to reporting financial results in accordance with U.S. generally accepted accounting principles, or GAAP, Finisar provides the following financial measures defined as non-GAAP financial measures by the Securities and Exchange Commission: non-GAAP gross profit, non-GAAP operating income, non-GAAP income and non-GAAP net income per share. These non-GAAP financial measures are supplemental information regarding Finisar’s operating performance on a non-GAAP basis that excludes certain gains, losses and charges of a non-cash nature or that occur relatively infrequently and/or that management considers to be outside of our ongoing core operating results. Management believes that tracking non-GAAP gross profit, non-GAAP operating income, non-GAAP net income and non-GAAP net income per share provides management and the investment community with valuable insight into our ongoing core current operations, our ability to generate cash and the underlying business trends that are affecting our performance. These non-GAAP measures are used by both management and our Board of Directors, along with the comparable GAAP information, in evaluating our current performance and planning our future business activities. In particular, management finds it useful to exclude non-cash charges in order to better correlate our operating activities with our ability to generate cash from operations and to exclude certain cash charges as a means of more accurately predicting our liquidity requirements. We believe that these non-GAAP measures, when used in conjunction with our GAAP financial information, also allow investors to better evaluate our financial performance in comparison to other periods and to other companies in our industry.
In calculating non-GAAP gross profit in this release, we have excluded the following items from cost of revenues in applicable periods in this release:
In calculating non-GAAP operating income in this release, we have excluded the same items to the extent they are classified as operating expenses, and have also excluded the following items in applicable periods in this release:
In calculating non-GAAP income and non-GAAP income per share in this release, we have also excluded the following items in applicable periods in this release:
In addition, in this release we have adjusted non-GAAP income and non-GAAP income per share for the difference between GAAP income taxes and non-GAAP income.
A reconciliation of this non-GAAP financial information to the corresponding GAAP information is set forth below:
Finisar Corporation | |||||||||||
Reconciliation of Results of Operations under GAAP and non-GAAP | |||||||||||
(Unaudited, in thousands, except per share data) | |||||||||||
Three Months Ended | Three Months Ended | ||||||||||
Jul 30, 2017 | July 31, 2016 | Apr 30, 2017 | |||||||||
GAAP to non-GAAP reconciliation of gross profit: | |||||||||||
Gross profit - GAAP | $ | 115,299 | $ | 108,165 | $ | 125,163 | |||||
Gross margin - GAAP | 33.7% | 31.7% | 35.0% | ||||||||
Adjustments: | |||||||||||
Cost of revenues | |||||||||||
Amortization of acquired technology | 611 | 1,523 | 990 | ||||||||
Duplicate facility costs during facility move | - | 8 | 10 | ||||||||
Stock compensation | 2,570 | 3,047 | 3,071 | ||||||||
Reduction in force costs | 634 | 102 | 103 | ||||||||
Acquisition related retention payment | 41 | 19 | 26 | ||||||||
Total cost of revenue adjustments | 3,856 | 4,699 | 4,200 | ||||||||
Gross profit - non-GAAP | 119,155 | 112,864 | 129,363 | ||||||||
Gross margin - non-GAAP | 34.9% | 33.1% | 36.2% | ||||||||
GAAP to non-GAAP reconciliation of operating income: | |||||||||||
Operating income - GAAP | 29,912 | 28,311 | 40,839 | ||||||||
Operating margin - GAAP | 8.8% | 8.3% | 11.4% | ||||||||
Adjustments: | |||||||||||
Total cost of revenue adjustments | 3,856 | 4,699 | 4,200 | ||||||||
Total operating expense adjustments | |||||||||||
Operating expenses - GAAP | 85,387 | 79,854 | 84,324 | ||||||||
Research and development | |||||||||||
Reduction in force costs | 93 | 174 | 46 | ||||||||
Duplicate facility costs during facility move | - | 7 | 10 | ||||||||
Acquisition related retention payment | 32 | 32 | 32 | ||||||||
Stock compensation | 6,082 | 5,111 | 5,613 | ||||||||
Impairment of long-lived/other assets | - | - | 2,387 | ||||||||
Sales and marketing | |||||||||||
Reduction in force costs | (12 | ) | 29 | 19 | |||||||
Acquisition related retention payment | (2 | ) | - | 2 | |||||||
Stock compensation | 2,044 | 1,751 | 1,889 | ||||||||
General and administrative | |||||||||||
Reduction in force costs | 37 | 13 | 5 | ||||||||
Duplicate facility costs during facility move | 183 | 143 | 176 | ||||||||
Acquisition related retention payment | - | (2 | ) | - | |||||||
Stock compensation | 3,069 | 2,553 | 2,823 | ||||||||
Acquisition related costs | 4 | 31 | (343 | ) | |||||||
Amortization of purchased intangibles | 707 | 668 | 713 | ||||||||
Total operating expense adjustments | 12,237 | 10,510 | 13,372 | ||||||||
Operating expenses - non-GAAP | 73,150 | 69,344 | 70,952 | ||||||||
Operating income - non-GAAP | 46,005 | 43,520 | 58,411 | ||||||||
Operating margin - non-GAAP | 13.5% | 12.8% | 16.3% | ||||||||
GAAP to non-GAAP reconciliation of income before income taxes: | |||||||||||
Income before income taxes - GAAP | 21,645 | 25,992 | 34,697 | ||||||||
Adjustments: | |||||||||||
Total cost of revenue adjustments | 3,856 | 4,699 | 4,200 | ||||||||
Total operating expense adjustments | 12,237 | 10,510 | 13,372 | ||||||||
Non-cash imputed interest expenses on convertible debt | 7,555 | 2,469 | 7,494 | ||||||||
Imputed interest related to restructuring | 30 | 38 | 32 | ||||||||
Other (income) expense, net | |||||||||||
Loss (gain) on sale of assets | (113 | ) | (8 | ) | 124 | ||||||
Loss related to impairment of minority investments | 2,347 | - | - | ||||||||
Other miscellaneous income | (4 | ) | - | (115 | ) | ||||||
Foreign exchange transaction (gain) or loss | 463 | (29 | ) | 326 | |||||||
Amortization of debt issuance cost | 385 | 154 | 385 | ||||||||
Total Interest and other adjustments | 10,663 | 2,624 | 8,246 | ||||||||
Income before income taxes - non-GAAP | 48,401 | 43,825 | 60,515 | ||||||||
GAAP to non-GAAP reconciliation of net income: | |||||||||||
Net income - GAAP | 19,859 | 23,949 | 130,245 | ||||||||
Total cost of revenue adjustments | 3,856 | 4,699 | 4,200 | ||||||||
Total operating expense adjustments | 12,237 | 10,510 | 13,372 | ||||||||
Total Interest and other adjustments | 10,663 | 2,624 | 8,246 | ||||||||
Income tax provision adjustments | (865 | ) | 43 | (98,548 | ) | ||||||
Total adjustments | 25,891 | 17,876 | (72,730 | ) | |||||||
Net income - non-GAAP | $ | 45,750 | $ | 41,825 | $ | 57,515 | |||||
Basic non-GAAP income per share | |||||||||||
GAAP earnings per share | $ | 0.18 | $ | 0.22 | $ | 1.17 | |||||
Impact of all non-GAAP adjustments | $ | 0.23 | $ | 0.16 | $ | (0.65 | ) | ||||
Non-GAAP earnings per share | $ | 0.41 | $ | 0.38 | $ | 0.52 | |||||
Diluted non-GAAP income per share | |||||||||||
GAAP earnings per share | $ | 0.17 | $ | 0.22 | $ | 1.13 | |||||
Impact of all non-GAAP adjustments | $ | 0.23 | $ | 0.16 | $ | (0.63 | ) | ||||
Non-GAAP earnings per share | $ | 0.40 | $ | 0.38 | $ | 0.50 | |||||
Shares used in computing non-GAAP income per share | |||||||||||
Basic | 112,544 | 108,820 | 111,438 | ||||||||
Diluted | 115,698 | 110,821 | 115,242 | ||||||||
Finisar-F
Investor Contact:
Kurt Adzema
Chief Financial Officer
408-542-5050 or Investor.relations@finisar.com
Press contact:
Victoria McDonald
Director, Corporate Communications
408-542-4261