8-K

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): October 30, 2023

___________________________________________________

ARISTA NETWORKS, INC.

(Exact name of registrant as specified in its charter)

___________________________________________________

Delaware	001-36468	20-1751121
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

5453 Great America Parkway

Santa Clara, CA 95054

(Address of principal executive offices) (Zip Code)

(408) 547-5500

(Registrant’s telephone number, including area code)

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	ANET	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.02    Results of Operations and Financial Condition

    On October 30, 2023, Arista Networks, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2023. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

    This information and Exhibit 99.1 are intended to be furnished under Item 2.02, “Results of Operations and Financial Condition,” and Item 9.01, “Financial Statements and Exhibits,” of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01    Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.	Description
99.1	Press release issued by Arista Networks, Inc. dated October 30, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

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.

	ARISTA NETWORKS, INC.
October 30, 2023	By: /s/ ITA BRENNAN
	Ita Brennan
	Chief Financial Officer
	(Principal Accounting and Financial Officer)

EX-99.1

Exhibit 99.1

Arista Networks, Inc. Reports Third Quarter 2023 Financial Results

SANTA CLARA, Calif.- October 30, 2023 -- Arista Networks, Inc. (NYSE: ANET), an industry leader in data-driven, client to cloud networking for large data center, campus and routing environments, today announced financial results for its third quarter ended September 30, 2023.

Third Quarter Financial Highlights

“Arista once again delivered strong financial results in the third quarter,” says Jayshree Ullal, President and CEO of Arista Networks. “Customer momentum remained strong in both enterprise and cloud/AI sectors.”

•Revenue of $1.509 billion, an increase of 3.5% compared to the second quarter of 2023, and an increase of 28.3% from the third quarter of 2022.

•GAAP gross margin of 62.4%, compared to GAAP gross margin of 60.6% in the second quarter of 2023 and 60.3% in the third quarter of 2022.

•Non-GAAP gross margin of 63.1%, compared to non-GAAP gross margin of 61.3% in the second quarter of 2023 and 61.2% in the third quarter of 2022.

•GAAP net income of $545.3 million, or $1.72 per diluted share, compared to GAAP net income of $354.0 million, or $1.13 per diluted share in the third quarter of 2022.

•Non-GAAP net income of$581.4 million, or $1.83 per diluted share, compared to non-GAAP net income of $391.9 million, or $1.25 per diluted share in the third quarter of 2022.

Commenting on the company's financial results, Ita Brennan, Arista’s CFO said, “The team continues to demonstrate strong discipline, working to normalize supply chain metrics while delivering incremental improvements to our 2023 outlook, which now calls for year-over-year revenue growth in excess of 33%.”

Company Highlights

•Arista Appointed by Spark as Private Telecommunications Cloud Networking Provider – Arista announced that it has been appointed by Spark as a private cloud networking provider to support Spark’s data centre networking services for a new private telecommunications cloud platform.

•The Arrival of Open AI Networking – Arista and the founding members of the Ultra Ethernet Consortium, UEC, have set out on the mission to enhance the capabilities of Ethernet for AI and HPC.

•Arista is Recognized by Newsweek as one of America’s Greenest Companies – Arista is pleased to be included in Newsweek’s first ranking of America's Greenest Companies which captures a snapshot in time of where the leading companies are—and sets a benchmark for future rankings.

Financial Outlook

For the fourth quarter of 2023, we expect:

•Revenue between $1.500 billion to $1.550 billion

•Non-GAAP gross margin of approximately 63%; and

•Non-GAAP operating margin of approximately 42%.

Guidance for non-GAAP financial measures excludes stock-based compensation expense, amortization of acquisition-related intangible assets, and potential non-recurring charges or benefits. A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis because these exclusions can be uncertain or difficult to predict, including stock-based compensation expense which is impacted by the company’s future hiring and retention needs and the future fair market value of the company’s common

1

stock. The actual amount of these exclusions will have a significant impact on the company’s GAAP gross margin and GAAP operating margin.

Prepared Materials and Conference Call Information

Arista's executives will discuss the third quarter 2023 financial results on a conference call at 1:30 p.m. Pacific time today. To listen to the call via telephone, dial (888) 330-2502 in the United States or +1 (240) 789-2713 from international locations. The Conference ID is 5655862.

The financial results conference call will also be available via live webcast on Arista's investor relations website at https://investors.arista.com/. Shortly after the conclusion of the conference call, a replay of the audio webcast will be available on Arista’s investor relations website.

Forward-Looking Statements

This press release contains “forward-looking statements” regarding our future performance, including quotations from management, statements in the section entitled “Financial Outlook,” such as estimates regarding revenue, non-GAAP gross margin and non-GAAP operating margin for the fourth quarter of 2023 and statements regarding the benefits of Arista's products. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause actual results, performance or achievements to differ materially from those anticipated in or implied by the forward-looking statements including risks associated with: dependence on a limited number of end customers who represent a substantial portion of our revenue; adverse economic and geopolitical conditions and conflicts, including inflationary pressures which result in increased component costs and reduced information technology and network infrastructure spending, the Russia/Ukraine and Israel/Hamas conflicts; changes in our customers technology roadmaps and priorities including the need for the rapid deployment of artificial intelligence (“AI”) and related technologies; the impact of limited sources of supply on our business, including significant purchase commitments, excess inventory and extended lead times or supply changes; volatility in our revenue growth rate; variations in our results of operations, including as a result of seasonality; the rapid evolution of the networking market; any failure to successfully pursue new products and service offerings and expand into adjacent markets; variability in our gross margins, including as a result of changes in customer mix or product mix; intense competition; expansion of our international sales and operations; investments in or acquisitions of other businesses; fluctuations in currency exchange rates; any failure to raise any needed capital; our ability to attract new large end customers or sell additional products and services to existing end customers; our ability to grow sales of our switches; our ability to increase market awareness of our new products and services; a decrease in the sales prices of our products and services; a decline in maintenance renewals by end customers; product quality problems; our ability to anticipate technological shifts and develop products and product enhancements that meet those technological shifts; any failure to manage the supply of our products and product components, resulting in insufficient component supply and inventory or excess inventory; our dependence on third-party manufacturers to build our products; assertions by third parties of infringement or other violations by us of their intellectual property rights; our ability to protect our intellectual property rights; vulnerabilities in our products and failure of our products to detect security breaches; tax, tariff, import/export restrictions, Chinese regulations or other trade barriers; and other future events. Additional risks and uncertainties that could affect us can be found in our most recent filings with the Securities and Exchange Commission including, but not limited to, our annual report on Form 10-K and quarterly reports on Form 10-Q. You can locate these reports through our website at https://investors.arista.com/ and on the SEC’s website at https://www.sec.gov/. All forward-looking statements in this press release are based on information available to the company as of the date hereof and we disclaim any obligation to publicly update or revise any forward-looking statement to reflect events that occur or circumstances that exist after the date on which they were made.

2

Non-GAAP Financial Measures

This press release and accompanying table contain certain non-GAAP financial measures including non-GAAP gross profit, non-GAAP gross margin, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income and non-GAAP diluted net income per share. These non-GAAP financial measures exclude stock-based compensation expense, amortization of acquisition-related intangibles and other acquisition-related expenses, gains/losses on strategic investments, and the income tax effect of these non-GAAP exclusions. In addition, non-GAAP financial measures exclude net tax benefits associated with stock-based awards, which include excess tax benefits, and other discrete indirect effects of such awards. The company uses these non-GAAP financial measures internally in analyzing its financial results and believes that these non-GAAP financial measures are useful to investors as an additional tool to evaluate ongoing operating results and trends. In addition, these measures are the primary indicators management uses as a basis for its planning and forecasting for future periods.

Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP financial measures. Non-GAAP financial measures are subject to limitations, and should be read only in conjunction with the company's consolidated financial statements prepared in accordance with GAAP. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. A description of these non-GAAP financial measures and a reconciliation of the company’s non-GAAP financial measures to their most directly comparable GAAP measures have been provided in the financial statement tables included in this press release, and investors are encouraged to review the reconciliation.

About Arista Networks

Arista Networks is an industry leader in data-driven, client to cloud networking for large data center, campus and routing environments. Arista’s award-winning platforms deliver availability, agility, automation, analytics and security through an advanced network operating stack. For more information, visit www.arista.com.

ARISTA and CloudVision are among the registered and unregistered trademarks of Arista Networks, Inc. in jurisdictions around the world. Other company names or product names may be trademarks of their respective owners.

3

ARISTA NETWORKS, INC.

Condensed Consolidated Income Statements

(Unaudited, in thousands, except per share amounts)

	Three Months Ended September 30, 2023				Nine Months Ended September 30, 2023
	2023		2022		2023		2022
Revenue:
Product	$	1,285,548	$	1,008,689	$	3,719,179	$	2,619,213
Service	223,908		168,112		600,552		486,545
Total revenue	1,509,456		1,176,801		4,319,731		3,105,758
Cost of revenue:
Product	522,866		432,569		1,565,341		1,102,012
Service	44,171		34,252		123,335		96,656
Total cost of revenue	567,037		466,821		1,688,676		1,198,668
Gross profit	942,419		709,980		2,631,055		1,907,090
Operating expenses:
Research and development	212,353		187,807		643,437		537,971
Sales and marketing	102,033		81,401		293,496		241,512
General and administrative	25,338		23,425		76,787		69,420
Total operating expenses	339,724		292,633		1,013,720		848,903
Income from operations	602,695		417,347		1,617,335		1,058,187
Other income (expense), net	41,815		6,817		110,300		37,764
Income before income taxes	644,510		424,164		1,727,635		1,095,951
Provision for income taxes	99,183		70,165		253,950		170,594
Net income	$	545,327	$	353,999	$	1,473,685	$	925,357
Net income per share:
Basic	$	1.76	$	1.16	$	4.78	$	3.02
Diluted	$	1.72	$	1.13	$	4.66	$	2.92
Weighted-average shares used in computing net income per share:
Basic	310,185		304,931		308,602		306,576
Diluted	317,631		314,401		316,564		316,745

4

ARISTA NETWORKS, INC.

Reconciliation of Selected GAAP to Non-GAAP Financial Measures

(Unaudited, in thousands, except percentages and per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
GAAP gross profit	$	942,419		$	709,980		$	2,631,055		$	1,907,090
GAAP gross margin	62.4		%	60.3		%	60.9		%	61.4		%
Stock-based compensation expense	3,717			2,992			9,516			6,613
Intangible asset amortization	5,622			6,820			19,262			18,553
Non-GAAP gross profit	$	951,758		$	719,792		$	2,659,833		$	1,932,256
Non-GAAP gross margin	63.1		%	61.2		%	61.6		%	62.2		%
GAAP income from operations	$	602,695		$	417,347		$	1,617,335		$	1,058,187
Stock-based compensation expense	85,390			65,477			215,398			165,980
Intangible asset amortization	8,117			9,315			26,747			24,334
Acquisition-related costs (1)	—			—			—			4,691
Non-GAAP income from operations	$	696,202		$	492,139		$	1,859,480		$	1,253,192
Non-GAAP operating margin	46.1		%	41.8		%	43.0		%	40.4		%
GAAP net income	$	545,327		$	353,999		$	1,473,685		$	925,357
Stock-based compensation expense	85,390			65,477			215,398			165,980
Intangible asset amortization	8,117			9,315			26,747			24,334
Acquisition-related costs (1)	—			—			—			4,691
(Gain)/loss on strategic investments	473			(708)			(18,699)			(24,121)
Tax benefit on stock-based awards	(45,667)			(27,636)			(133,561)			(76,325)
Income tax effect on non-GAAP exclusions	(12,253)			(8,524)			(28,488)			(16,805)
Non-GAAP net income	$	581,387		$	391,923		$	1,535,082		$	1,003,111
GAAP diluted net income per share	$	1.72		$	1.13		$	4.66		$	2.92
Non-GAAP adjustments to net income	0.11			0.12			0.19			0.25
Non-GAAP diluted net income per share	$	1.83		$	1.25		$	4.85		$	3.17
Weighted-average shares used in computing diluted net income per share	317,631			314,401			316,564			316,745
Summary of Stock-Based Compensation Expense:
Cost of revenue	$	3,717		$	2,992		$	9,516		$	6,613
Research and development	47,965			37,698			125,671			93,723
Sales and marketing	20,490			16,103			51,461			42,039
General and administrative	13,218			8,684			28,750			23,605
Total	$	85,390		$	65,477		$	215,398		$	165,980

_____________________________________________

(1) Represent costs associated with business combinations, which primarily include retention bonuses, and professional and consulting fees.

5

ARISTA NETWORKS, INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)

	September 30, 2023		December 31, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,748,818	$	671,707
Marketable securities	2,706,785		2,352,022
Accounts receivable	833,374		923,096
Inventories	1,893,538		1,289,706
Prepaid expenses and other current assets	472,483		314,217
Total current assets	7,654,998		5,550,748
Property and equipment, net	102,592		95,009
Acquisition-related intangible assets, net	95,458		122,205
Goodwill	268,531		265,924
Investments	62,288		39,468
Operating lease right-of-use assets	58,888		53,390
Deferred tax assets	793,015		574,912
Other assets	33,265		73,754
TOTAL ASSETS	$	9,069,035	$	6,775,410
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	268,972	$	232,572
Accrued liabilities	410,071		292,487
Deferred revenue	698,675		637,432
Other current liabilities	469,007		131,040
Total current liabilities	1,846,725		1,293,531
Income taxes payable	104,660		89,839
Operating lease liabilities, non-current	48,044		43,964
Deferred revenue, non-current	496,076		403,814
Other long-term liabilities	67,975		58,442
TOTAL LIABILITIES	2,563,480		1,889,590
STOCKHOLDERS’ EQUITY:
Common stock	31		31
Additional paid-in capital	2,028,301		1,780,714
Retained earnings	4,500,389		3,138,983
Accumulated other comprehensive income (loss)	(23,166)		(33,908)
TOTAL STOCKHOLDERS’ EQUITY	6,505,555		4,885,820
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	9,069,035	$	6,775,410

6

ARISTA NETWORKS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	Nine Months Ended September 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,473,685	$	925,357
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other	56,233		45,169
Stock-based compensation	215,398		165,980
Noncash lease expense	13,615		13,837
Deferred income taxes	(217,489)		(148,355)
Gain on strategic investments	(18,699)		(24,121)
Amortization (accretion) of investment premiums (discounts)	(22,389)		14,167
Changes in operating assets and liabilities:
Accounts receivable, net	89,722		(129,947)
Inventories	(603,832)		(449,792)
Other assets	(118,622)		(86,895)
Accounts payable	33,740		73,480
Accrued liabilities	117,481		14,690
Deferred revenue	153,505		(1,245)
Income taxes, net	346,170		41,074
Other liabilities	(10,968)		(1,059)
Net cash provided by operating activities	1,507,550		452,340
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of marketable securities	1,564,950		1,277,821
Proceeds from sale of marketable securities	49,584		186,782
Purchases of marketable securities	(1,934,156)		(973,489)
Purchases of property and equipment	(28,424)		(34,184)
Cash paid for business combinations, net of cash acquired	1,799		(145,087)
Investments in notes and privately-held companies	(4,250)		(12,691)
Net cash provided by (used in) investing activities	(350,497)		299,152
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under equity plans	53,797		43,073
Tax withholding paid on behalf of employees for net share settlement	(23,939)		(25,542)
Repurchases of common stock	(112,279)		(667,470)
Net cash used in financing activities	(82,421)		(649,939)
Effect of exchange rate changes	(934)		(6,090)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	1,073,698		95,463
CASH, CASH EQUIVALENTS AND RESTRICTED CASH —Beginning of period	675,978		625,050
CASH, CASH EQUIVALENTS AND RESTRICTED CASH —End of period	$	1,749,676	$	720,513

Investor Contacts: 

Arista Networks, Inc.

Liz Stine, 408-547-5885

Investor Relations

liz@arista.com

7

XML

Cover Cover	Oct. 30, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 30, 2023
Entity Registrant Name	ARISTA NETWORKS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36468
Entity Tax Identification Number	20-1751121
Entity Address, Address Line One	5453 Great America Parkway
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054
City Area Code	408
Local Phone Number	547-5500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	ANET
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001596532
Amendment Flag	false