Infinera Corporation (NASDAQ: INFN), a leading provider of digital optical communications systems, today released financial results for the fourth quarter and fiscal year ended December 27, 2008.

GAAP Results for Q4 2008:

--  GAAP revenues for the fourth quarter of 2008 were $99.3 million
    compared to $120.5 million in the third quarter of 2008 and $76.1 million
    in the fourth quarter of 2007.
--  GAAP gross margins were 38% in the fourth quarter of 2008 compared to
    45% in the third quarter of 2008 and 36% in the fourth quarter of 2007.
--  Including non-cash stock-based compensation, the GAAP net loss was
    $6.7 million, or $0.07 per share, in the fourth quarter of 2008 compared to
    GAAP net income of $14.9 million, or $0.15 per diluted share, in the third
    quarter of 2008 and a GAAP net loss of $3.9 million or $0.04 per share in
    the fourth quarter of 2007.
    

Adjusted GAAP / Invoiced Shipment Results for Q4 2008:

--  Adjusted GAAP revenue for the fourth quarter of 2008 was $86.2 million
    compared to $80.9 million in the third quarter of 2008 and $93.4 million of
    invoiced shipments in the fourth quarter of 2007.
--  Gross margins on an adjusted GAAP basis, excluding non-cash stock-
    based compensation, were 36% in the fourth quarter of 2008 compared to 42%
    in the third quarter of 2008 and 47% on an invoiced shipment basis in the
    fourth quarter of 2007.
--  Excluding non-cash stock-based compensation, the net loss on an
    adjusted GAAP basis was $9.0 million, or $0.10 per basic share, for the
    fourth quarter of 2008 compared to net income of $0.0 million, or $0.0 per
    diluted share in the third quarter of 2008 and net income on an invoiced
    shipment basis of $15.9 million or $0.17 per diluted share in the fourth
    quarter of 2007.
    

GAAP Results for Fiscal 2008:

--  GAAP revenues for the year ended December 27, 2008 were $519.2 million
    compared to $245.9 million in 2007.
--  GAAP gross margins were 45% in 2008 compared to 31% in 2007.
--  Including non-cash stock-based compensation, GAAP net income was $78.7
    million, or $0.81 per diluted share in 2008 compared to a GAAP net loss of
    $55.3 million, or $1.09 per share, in 2007.
    

Adjusted GAAP / Invoiced Shipment Results for Fiscal 2008:

--  Adjusted GAAP revenue for 2008 was $353.4 million compared to $309.3
    million of invoiced shipments in 2007.
--  Gross margins on an adjusted GAAP basis, excluding non-cash stock-
    based compensation, were 43% in 2008 compared to 41% on an invoiced
    shipment basis in 2007.
--  Excluding non-cash stock-based compensation and warrant revaluation
    expenses, net income on an adjusted GAAP basis was $14.3 million or $0.15
    per diluted share in 2008, compared to $24.1 million, or $0.37 per diluted
    share on an invoiced shipment basis in 2007.
    

Footnote: For an explanation of our use of Adjusted GAAP and Invoiced Shipments measures and a full reconciliation of these measures to our GAAP results, please see the section of the accompanying tables titled "GAAP to Non-GAAP Invoiced Shipment and Adjusted GAAP Reconciliation."

New Incumbent Carrier win at OTE

In a separate release, the company announced that OTEGLOBE, the international division of Greek incumbent national carrier OTE, has selected Infinera as its DWDM supplier for its Pan-European Network. The win at OTE represents Infinera's fourth win with Tier 1 incumbent carriers, joining Deutsche Telecom and two other incumbents.

Management Commentary

"In the fourth quarter we saw continued customer win momentum, with seven new customers added in the quarter, including OTE," said Jagdeep Singh, president and chief executive officer of Infinera. "This resulted in strong top-line performance; however the common equipment associated with these deployments and additional expected new customer shipments in Q1 put downward pressure on our gross margins in the quarter.

"We believe our ongoing success at winning new customers reflects our increasingly strong position as a strategic supplier of optical transport equipment to a diverse set of customers," said Singh. "While calendar year 2009 is shaping up as a challenging one for the optical industry, we believe it will also be a year of significant long-term business opportunities for Infinera as carriers grapple with the strategic challenge of scaling their optical networks. With a strong balance sheet and established technology lead, we intend to continue our R&D investments to advance our DWDM leadership position for years to come."

The company also provided the following Q4 highlights regarding its customer base:

--  The top 10 customers accounted for 72% of total revenue, the lowest
    concentration in the history of the company.

--  The largest customer for the fourth quarter was an internet content
    provider at 23%.

--  With the seven new customer additions, total customer count for the
    company is now at 56.

--  Geographically, new customer wins for the quarter included three
    European-based customers including OTE, three from the Americas and one
    from Asia Pacific.

--  24 percent of Q4 revenue came from customers based in the EMEA region.

--  For the first time in a single quarter, the company had an internet
    content provider, a wholesale carrier, a cable MSO and a tier one incumbent
    all ranked among its top 5 customers.
    

Conference Call Information:

Infinera will host a conference call for analysts and investors to discuss its fourth quarter and fiscal year 2008 results today at 6:00 p.m. Eastern Time (3:00 p.m. Pacific Time). A live webcast of the conference call will also be accessible from the "Investor Relations" section of the company's website at www.infinera.com. Following the webcast, an archived version will be available on the website for 30 days. To hear the replay, parties in the United States and Canada should call 1-866-424-7870. International parties can access the replay at +1-203-369-0862.

About Infinera

Infinera provides Digital Optical Networking systems to telecommunications carriers worldwide. Infinera's systems are unique in their use of a breakthrough semiconductor technology: the Photonic Integrated Circuit (PIC). Infinera's systems and PIC technology are designed to provide optical networks with simpler and more flexible engineering and operations, faster time-to-service, and the ability to rapidly deliver differentiated services without reengineering their optical infrastructure. For more information, please visit www.infinera.com.

Forward-Looking Statements

This press release contains forward-looking statements, including statements about the strong reception by our installed base and new customers for our products, our belief that we have continued customer win momentum, our belief regarding our increasingly strong position as a strategic supplier, our belief that our value proposition is resonating with customers and prospects, our belief that 2009 will be a year of significant long-term business opportunities for Infinera, and our belief that we may advance our DWDM leadership role for years to come. These forward-looking statements involve risks and uncertainties, as well as assumptions that if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include our ability to react to trends and challenges in our business and the markets in which we operate; our ability to anticipate market needs and develop new or enhanced products to meet those needs; the adoption rate of our products; our ability to establish and maintain successful relationships with our customers; our ability to reduce customer concentration; our ability to compete in our industry; fluctuations in demand, sales cycles and prices for our products and services; shortages or price fluctuations in our supply chain; our ability to protect our intellectual property rights; general political, economic and market conditions and events; and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission (SEC). More information about these and other risks that may impact Infinera's business are set forth in our annual report on Form 10-K, which was filed with the SEC on February 19, 2008, as well as subsequent reports filed with the SEC. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements.

Non-GAAP and other Financial Measures

In addition to disclosing financial measures prepared in accordance with United States Generally Accepted Accounting Principles (GAAP), this press release and the accompanying tables contain certain non-GAAP and other financial measures that reflect invoiced shipments, adjusted GAAP revenue and exclude non-GAAP non-cash stock-based compensation. For a description of these non-GAAP financial measures, including the reasons why management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled "GAAP to Non-GAAP Invoiced Shipment and Adjusted GAAP Reconciliation" as well as the accompanying notes on the use of certain non-GAAP measures. We anticipate disclosing forward-looking non-GAAP and other financial information in our conference call to discuss our fourth quarter of 2008 results, including an estimate of non-GAAP earnings for the first quarter of 2009 that excludes non-cash stock-based compensation expenses related to our equity awards and the right to purchase common stock under our Employee Stock Purchase Plan in the period.

A copy of this press release can be found on the investor relations page of Infinera's website at www.infinera.com.

Infinera Corporation and the Infinera logo are trademarks or registered trademarks of Infinera Corporation. All other trademarks used or mentioned herein belong to their respective owners.


Infinera Corporation
GAAP Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)

                        Three Months Ended          Twelve Months Ended
                    --------------------------  --------------------------
                    December 27,  December 29,  December 27,  December 29,
                        2008          2007          2008          2007
                    ------------  ------------  ------------  ------------
Revenue:
   Product          $     80,045  $        832  $    306,808  $      8,107
   Ratable product
    and related
    support and
    services              12,243        75,257       193,705       237,745
   Services                7,056             -        18,699             -
                    ------------  ------------  ------------  ------------
       Total revenue      99,344        76,089       519,212       245,852

Cost of revenue(1):
   Cost of product        52,306           222       184,234         4,091
   Cost of ratable
    product and
    related support
    and services           5,088        48,710        91,625       165,172
   Cost of services        3,984             -         9,798             -
                    ------------  ------------  ------------  ------------
       Total cost
        of revenue        61,378        48,932       285,657       169,263

Gross profit              37,966        27,157       233,555        76,589

Operating expenses(1):
   Sales and
    marketing             10,985        10,689        43,262        32,721
   Research and
    development           23,256        16,093        80,428        60,851
   General and
    administrative        10,650         7,981        36,282        25,965
   Amortization of
    intangible
    assets                    39            37           150           148
                    ------------  ------------  ------------  ------------
       Total
        operating
        expenses          44,930        34,800       160,122       119,685
                    ------------  ------------  ------------  ------------

Income (loss) from
 operations               (6,964)       (7,643)       73,433       (43,096)

Other income
 (expense), net:
   Interest income         1,313         3,149         8,549         6,522
   Interest expense            -            (2)           (3)       (2,251)
   Other gain
    (loss), net(2)        (1,741)          733          (528)      (16,249)
                    ------------  ------------  ------------  ------------
       Total other
        income
        (expense), net      (428)        3,880         8,018       (11,978)

Income (loss) before
 income taxes             (7,392)       (3,763)       81,451       (55,074)
Provision for
 (benefit from)
 income taxes               (704)          144         2,723           268
                    ------------  ------------  ------------  ------------
Net income (loss)   $     (6,688) $     (3,907) $     78,728  $    (55,342)
                    ============  ============  ============  ============

Net income (loss)
 per common share:
   Basic            $      (0.07) $      (0.04) $       0.85  $      (1.09)
                    ============  ============  ============  ============
   Diluted          $      (0.07) $      (0.04) $       0.81  $      (1.09)
                    ============  ============  ============  ============

Weighted average
 shares used in
 computing net
 income (loss)
 per share:
   Basic                  93,449        87,672        92,427        50,732
                    ============  ============  ============  ============
   Diluted                93,449        87,672        97,088        50,732
                    ============  ============  ============  ============


(1)  The following table summarizes the effects of stock-based compensation
     related to employees, non-recourse notes and non-employees for the
     three and twelve months ended December 27, 2008 and December 29, 2007,
     respectively:


                        Three Months Ended         Twelve Months Ended
                    --------------------------  --------------------------
                    December 27,  December 29,  December 27,  December 29,
                        2008          2007          2008          2007
                    ------------  ------------  ------------  ------------
   Cost of revenue  $        308  $        156  $      1,086  $        410
   Research and
    development            1,821         1,315         6,543         3,751
   Sales and
    marketing              1,176           732         4,440         1,854
   General and
    administration         1,933         1,282         7,463         3,314
                    ------------  ------------  ------------  ------------
                           5,238         3,485        19,532         9,329
   Cost of revenue
    - amortization
    from balance
    sheet*                   738           198         4,287           327
                    ------------  ------------  ------------  ------------
   Total
    stock-based
    compensation
    expense         $      5,976  $      3,683  $     23,819  $      9,656
                    ============  ============  ============  ============

* Stock-based compensation expense deferred to inventory and deferred
  inventory costs in prior periods and recognized in the current period.


(2)  The following table summarizes the remeasurement of our freestanding
     preferred stock warrants under FAS 150:


                       Three Months Ended         Twelve Months Ended
                    --------------------------  --------------------------
                    December 27,  December 29,  December 27,  December 29,
                        2008          2007          2008          2007
                    ------------  ------------  ------------  ------------
  Other gain (loss) $          -  $          -  $          -  $    (19,761)




Infinera Corporation
GAAP to Non-GAAP Invoiced Shipment and Adjusted GAAP Reconciliation
(In thousands, except per share data)
(Unaudited)

                       Three Months Ended December 27, 2008
             -------------------------------------------------------------
                                                                 Adjusted
                                                  Adjusted         GAAP
                                       Adjusted     GAAP         Excluding
                        Deferral         GAAP       Stock          Stock
               GAAP    Adjustments      Results     Comp           Comp
             ---------  ---------      ---------  ---------      ---------
Revenue
  Product
   and
   ratable
   revenue   $  92,288  $ (13,102) (a) $  79,186  $       -      $  79,186
  Services
   revenue       7,056          -          7,056          -          7,056
             ---------  ---------      ---------  ---------      ---------
Total revenue   99,344    (13,102)        86,242          -         86,242
Cost of
 revenue        61,378     (4,951) (d)    56,427       (904) (g)    55,523
             ---------  ---------      ---------  ---------      ---------
Gross profit    37,966     (8,151)        29,815        904         30,719
Gross margin        38%                                                 36%
Operating
 expenses       44,930          -         44,930     (4,930) (g)    40,000
             ---------  ---------      ---------  ---------      ---------
Income (loss)
 from
 operations     (6,964)    (8,151)       (15,115)     5,834         (9,281)
Other income
 (expense),
 net              (428)         -           (428)         -           (428)
             ---------  ---------      ---------  ---------      ---------
Income (loss)
 before
 income taxes   (7,392)    (8,151)       (15,543)     5,834         (9,709)
Provision
 for (benefit
 from) income
 taxes            (704)         -           (704)         -           (704)
             ---------  ---------      ---------  ---------      ---------
Net income
 (loss)      $  (6,688) $  (8,151)     $ (14,839) $   5,834      $  (9,005)
             =========  =========      =========  =========      =========
Net income
 (loss) per
 common share:
  Basic      $   (0.07)                                          $  (0.10)
             =========                                           =========
  Diluted    $   (0.07)                                          $  (0.09)*
             =========                                           =========

Weighted
 average
 shares used
 in computing
 net income
 (loss) per
 common share:
  Basic         93,449                                             93,449
             =========                                           =========
  Diluted       93,449                                             97,167*
             =========                                           =========

* Diluted shares used to calculate net loss per share on an Adjusted GAAP
  basis provided for informational purposes only.


                         Three Months Ended September 27, 2008
             -------------------------------------------------------------
                                                                 Adjusted
                                                  Adjusted         GAAP
                                       Adjusted     GAAP         Excluding
                        Deferral        GAAP        Stock          Stock
               GAAP    Adjustments     Results      Comp           Comp
             ---------  ---------      ---------  ---------      ---------
Revenue
  Product
   and
   ratable
   revenue   $ 115,625  $ (39,588) (b) $  76,037  $       -      $  76,037
  Services
   revenue       4,881          -          4,881          -          4,881
             ---------  ---------      ---------  ---------      ---------
Total revenue  120,506    (39,588)        80,918          -         80,918
Cost of
 revenue        66,268    (18,338) (e)    47,930     (1,270) (g)    46,660
             ---------  ---------      ---------  ---------      ---------
Gross profit    54,238    (21,250)        32,988      1,270         34,258
Gross margin        45%                                                 42%
Operating
 expenses       41,013          -         41,013     (5,076) (g)    35,937
             ---------  ---------      ---------  ---------      ---------
Income (loss)
 from
 operations     13,225    (21,250)        (8,025)     6,346         (1,679)
Other income
 (expense),
 net             1,712          -          1,712          -          1,712
             ---------  ---------      ---------  ---------      ---------
Income (loss)
 before
 provision
 for income
 taxes          14,937    (21,250)        (6,313)     6,346             33
Provision
 for income
 taxes               -          -              -          -              -
             ---------  ---------      ---------  ---------      ---------
Net income
 (loss)      $  14,937  $ (21,250)     $  (6,313) $   6,346      $      33
             =========  =========      =========  =========      =========
Net income
 (loss) per
 common share:
  Basic      $    0.16                                           $    0.00
             =========                                           =========
  Diluted    $    0.15                                           $    0.00
             =========                                           =========
Weighted
 average
 shares used
 in computing
 net income
 (loss) per
 common share:
  Basic         92,888                                              92,888
             =========                                           =========
  Diluted       97,208                                              97,208
             =========                                           =========



Infinera Corporation
GAAP to Non-GAAP Invoiced Shipment and Adjusted GAAP Reconciliation
(In thousands, except per share data)
(Unaudited)

                        Three Months Ended December 29, 2007
             -------------------------------------------------------------
                                                                 Non-GAAP
                                                                 Invoiced
                                                                 Shipments
                                                   Non-GAAP      Excluding
                        Deferral        Invoiced    Stock          Stock
               GAAP    Adjustments     Shipments    Comp           Comp
             ---------  ---------      ---------  ---------      ---------

Revenue      $  76,089  $  17,287  (a) $  93,376  $       -      $  93,376
Cost of
 revenue        48,932      1,735  (d)    50,667       (965) (g)    49,702
             ---------  ---------      ---------  ---------      ---------
Gross profit    27,157     15,552         42,709        965         43,674
Gross margin        36%                                                 47%
Operating
 expenses       34,800          -         34,800     (3,329) (g)    31,471
             ---------  ---------      ---------  ---------      ---------
Income
 (Loss) from
 operations     (7,643)    15,552          7,909      4,294         12,203
Other income
 (expense),
 net             3,880          -          3,880          -          3,880
             ---------  ---------      ---------  ---------      ---------
Income (Loss)
 before
 provision
 for income
 taxes          (3,763)    15,552         11,789      4,294         16,083
Provision
 for income
 taxes             144          -            144          -            144
             ---------  ---------      ---------  ---------      ---------
Net income
 (loss)      $  (3,907) $  15,552      $  11,645  $   4,294      $  15,939
             =========  =========      =========  =========      =========
Net income
 (loss) per
 common share:
  Basic      $   (0.04)                                          $    0.18
             =========                                           =========
  Diluted    $   (0.04)                                          $    0.17
             =========                                           =========
Weighted
 average
 shares used
 in computing
 net income
 (loss) per
 common share:
  Basic         87,672                                              87,672
             =========                                           =========
  Diluted       87,672                                              95,317
             =========                                           =========


                         Twelve Months Ended December 27, 2008
             -------------------------------------------------------------
                                                                 Adjusted
                                                  Adjusted         GAAP
                                       Adjusted     GAAP         Excluding
                        Deferral         GAAP       Stock          Stock
               GAAP    Adjustments      Results     Comp           Comp
             ---------  ---------      ---------  ---------      ---------
Revenue
  Product
   and
   ratable
   revenue   $ 500,513  $(165,787) (c) $ 334,726  $       -      $ 334,726
   Services
    revenue     18,699          -         18,699          -         18,699
             ---------  ---------      ---------  ---------      ---------
Total revenue  519,212   (165,787)       353,425          -        353,425
Cost of
 revenue       285,657    (78,401) (f)   207,256     (4,491) (g)   202,765
             ---------  ---------      ---------  ---------      ---------
Gross profit   233,555    (87,386)       146,169      4,491        150,660
Gross margin        45%                                                 43%
Operating
 expenses      160,122          -        160,122    (18,446) (g)   141,676
             ---------  ---------      ---------  ---------      ---------
Income (loss)
 from
 operations     73,433    (87,386)       (13,953)    22,937          8,984
Other income
 (expense),
 net             8,018          -          8,018          -          8,018
             ---------  ---------      ---------  ---------      ---------
Income (loss)
 before
 provision
 for income
 taxes          81,451    (87,386)        (5,935)    22,937         17,002
Provision
 for income
 taxes           2,723          -          2,723          -          2,723
             ---------  ---------      ---------  ---------      ---------
Net income
 (loss)      $  78,728  $ (87,386)     $  (8,658) $  22,937      $  14,279
             =========  =========      =========  =========      =========
Net income
 (loss) per
 common share:
  Basic      $    0.85                                           $    0.15
             =========                                           =========
  Diluted    $    0.81                                           $    0.15
             =========                                           =========
Weighted
 average
 shares used
 in computing
 net income
 (loss) per
 common share:
  Basic         92,427                                              92,427
             =========                                           =========
  Diluted       97,088                                              97,088
             =========                                           =========



Infinera Corporation
GAAP to Non-GAAP Invoiced Shipment and Adjusted GAAP Reconciliation
(In thousands, except per share data)
(Unaudited)

                         Twelve Months Ended December 29, 2007
             -------------------------------------------------------------
                                                                 Non-GAAP
                                                                 Invoiced
                                                                 Shipments
                                                   Non-GAAP      Excluding
                        Deferral        Invoiced    Stock          Stock
               GAAP    Adjustments     Shipments    Comp           Comp
             ---------  ---------      ---------  ---------      ---------

Revenue      $ 245,852  $  63,484  (c) $ 309,336  $       -      $ 309,336
Cost of
 revenue       169,263     14,369  (f)   183,632     (1,661) (g)   181,971
             ---------  ---------      ---------  ---------      ---------
Gross profit    76,589     49,115        125,704      1,661        127,365
Gross margin        31%                                                 41%
Operating
 expenses      119,685          -        119,685     (8,919) (g)   110,766
             ---------  ---------      ---------  ---------      ---------
Income (Loss)
 from
 operations    (43,096)    49,115          6,019     10,580         16,599
Other income
 (expense),
 net           (11,978)         -        (11,978)    19,761  (h)     7,783
             ---------  ---------      ---------  ---------      ---------
Income (Loss)
 before
 provision
 for income
 taxes         (55,074)    49,115         (5,959)    30,341         24,382
Provision
 for income
 taxes             268          -            268          -            268
             ---------  ---------      ---------  ---------      ---------
Net income
 (loss)      $ (55,342) $  49,115      $  (6,227) $  30,341      $  24,114
             =========  =========      =========  =========      =========
Net income
 (loss) per
 common share:
  Basic      $   (1.09)                                          $    0.48
             =========                                           =========
  Diluted    $   (1.09)                                          $    0.37
             =========                                           =========
Weighted
 average
 shares used
 in computing
 net income
 (loss) per
 common share:
  Basic         50,732                                              50,732
             =========                                           =========
  Diluted       50,732                                              64,785
             =========                                           =========

Use of Non-GAAP Invoiced Shipments / Adjusted GAAP Information:

Prior to the second quarter of 2008, in order to supplement our condensed consolidated financial statements presented on a GAAP basis, Infinera used invoiced shipment measures of operating results, net income and net income per share, which are adjusted to reflect invoiced shipments and exclude non-GAAP stock-based compensation and warrant revaluation expenses. Invoiced shipment measures reflected GAAP results adjusted for changes in our deferred revenue and deferred cost of inventory balances from the prior period. We further presented non-GAAP measures of operating results, net income and net income per share, which included invoiced shipments and excluded non-GAAP stock-based compensation expense. These adjustments to our GAAP results were made to provide both management and investors with an understanding of Infinera's underlying operating results and trends as they would have been reflected had we established vendor specific objective evidence (VSOE) of fair value for our service offerings and not been required to recognize revenue ratably.

Effective April 2008, we had established VSOE of fair value for most of our service offerings. Therefore beginning in the second quarter of 2008, we have used adjusted GAAP measures of operating results and net income. Adjusted GAAP results reflect our GAAP results reduced for amounts released from deferred revenue and deferred cost of inventory balances recorded prior to the second quarter of 2008 and previously reported in our invoiced shipment results. Deferred services and deferred ratable and product revenue and cost amounts recorded after March 29, 2008 have not been adjusted and are recognized on a GAAP basis in arriving at the adjusted GAAP results. We have continued to present non-GAAP measures of operating results, net income and net income per share, which include adjusted GAAP results and exclude non-GAAP stock-based compensation expense.

We believe these adjustments are appropriate to enhance an overall understanding of our underlying financial performance and also our prospects for the future and are considered by management for the purpose of making operational decisions. In addition, these results are the primary indicators management uses as a basis for our planning and forecasting of future periods. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income or basic and diluted net income per share prepared in accordance with GAAP. Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and are subject to limitations.

(a) Adjustment amount represents the release of ratable and product deferred revenue amounts related to periods prior to March 29, 2008 as these amounts have been previously reported as invoiced shipments. No adjustment has been made for changes in services deferred revenue as these amounts relate to future service deliverables and are appropriately deferred. Deferred ratable and product amounts recorded after March 29, 2008 have not been adjusted as these amounts are recognized on a GAAP basis in arriving at the adjusted GAAP results.

The deferred revenue adjustments recorded above are reconciled to the deferred revenue balance on our balance sheet in the table below:

                                                                  Three
                                                                  Months
                                                                  Ended
                                                                 December
                     Three Months Ended December 27, 2008        29, 2007
                ----------------------------------------------   ---------
                Pre Mar 29,  Post Mar 29,
                    2008         2008
                Ratable and  Ratable and
Deferred          Product      Product
 Revenue          Revenue      Revenue    Services     Total       Total
                -----------  -----------  ---------  ----------  ---------
(In thousands)
Beginning
 balance        $    21,752  $     4,296  $   6,408  $   32,456  $ 157,150
Additions to
 deferred
 revenue                  -        1,086      7,577       8,663     92,544
Amortization
 to revenue         (13,102)      (1,205)    (4,405)    (18,712)   (75,257)
                -----------  -----------  ---------  ----------  ---------
Ending balance  $     8,650  $     4,177  $   9,580  $   22,407  $ 174,437
                ===========  ===========  =========  ==========  =========
Change in
 deferred
 revenue
 balance        $   (13,102) $      (119) $   3,172  $  (10,049) $  17,287
                ===========  ===========  =========  ==========  =========

(b) Adjustment amount represents the release of ratable and product deferred revenue amounts related to periods prior to March 29, 2008 as these amounts have been previously reported as invoiced shipments. No adjustment has been made for changes in services deferred revenue as these amounts relate to future service deliverables and are appropriately deferred. Deferred ratable and product amounts recorded after March 29, 2008 have not been adjusted as these amounts are recognized on a GAAP basis in arriving at the adjusted GAAP results.

The deferred revenue adjustments recorded above are reconciled to the deferred revenue balance on our balance sheet in the table below:

                     Three Months Ended September 27, 2008
                ----------------------------------------------
                Pre Mar 29,  Post Mar 29,
                    2008        2008
                Ratable and  Ratable and
Deferred          Product      Product
 Revenue          Revenue      Revenue    Services     Total
                -----------  -----------  ---------  ----------
(In thousands)
Beginning
 balance        $    61,340  $     3,113  $   5,456  $   69,909
Additions to
 deferred
 revenue                  -        2,075      3,567       5,642
Amortization
 to revenue         (39,588)        (891)    (2,616)    (43,095)
                -----------  -----------  ---------  ----------
Ending balance  $    21,752  $     4,297  $   6,407  $   32,456
                ===========  ===========  =========  ==========
Change in
 deferred
 revenue
 balance        $   (39,588) $     1,184  $     951  $  (37,453)
                ===========  ===========  =========  ==========

(c) Adjustment amount represents the release of ratable and product deferred revenue amounts related to periods prior to March 29, 2008 as these amounts have been previously reported as invoiced shipments. No adjustment has been made for changes in services deferred revenue as these amounts relate to future service deliverables and are appropriately deferred. Deferred ratable and product amounts recorded after March 29, 2008 have not been adjusted as these amounts are recognized on a GAAP basis in arriving at the adjusted GAAP results.

The deferred revenue adjustments recorded above are reconciled to the deferred revenue balance on our balance sheet in the table below:

                                                                  Twelve
                                                                  Months
                                                                  Ended
                                                                 December
                     Twelve Months Ended December 27, 2008       29, 2007
                -----------------------------------------------  ---------
                Pre Mar 29,  Post Mar 29,
                    2008        2008
                Ratable and  Ratable and
Deferred          Product      Product
 Revenue          Revenue      Revenue    Services     Total       Total
                -----------  -----------  ---------  ----------  ---------
(In thousands)
Beginning
 balance        $   174,437  $         -  $       -  $  174,437  $ 110,953
Additions to
 deferred
 revenue             29,639        8,140     19,356      57,135    301,229
Amortization
 to revenue        (195,426)      (3,963)    (9,776)   (209,165)  (237,745)
                -----------  -----------  ---------  ----------  ---------
Ending balance  $     8,650  $     4,177  $   9,580  $   22,407  $ 174,437
                ===========  ===========  =========  ==========  =========
Change in
 deferred
 revenue
 balance        $  (165,787) $     4,177  $   9,580  $ (152,030) $  63,484
                ===========  ===========  =========  ==========  =========

(d) Adjustment amount represents the release of ratable and product deferred cost amounts related to periods prior to March 29, 2008 as these amounts have been previously included as invoiced shipments. Deferred ratable and product amounts recorded after March 29, 2008 have not been adjusted as these amounts are recognized on a GAAP basis in arriving at the adjusted GAAP results.

The deferred cost of inventory adjustments recorded above are reconciled to the deferred cost of inventory balance on our balance sheet in the table below:

                                                       Three
                                                       Months
                                                       Ended
                  Three Months Ended December 27,     December
                                2008                  29, 2007
                -----------------------------------  ----------
                Pre Mar 29,  Post Mar 29,
                    2008        2008
                Ratable and  Ratable and
Deferred          Product      Product
 Inventory Cost    Cost         Cost        Total      Total
                -----------  -----------  ---------  ----------
(In thousands)
Beginning
 balance        $     8,172  $     1,120  $   9,292  $   79,887
Additions to
 deferred cost
 of revenue               -           32         32      39,580
Amortized to
 cost of
 revenue             (4,951)        (136)    (5,087)    (37,845)
                -----------  -----------  ---------  ----------
Ending balance  $     3,221  $     1,016  $   4,237  $   81,622
                ===========  ===========  =========  ==========
Change in
 deferred
 inventory cost
 balance        $    (4,951) $      (104) $  (5,055) $    1,735
                ===========  ===========  =========  ==========

(e) Adjustment amount represents the release of ratable and product deferred cost amounts related to periods prior to March 29, 2008 as these amounts have been previously included as invoiced shipments. Deferred ratable and product amounts recorded after March 29, 2008 have not been adjusted as these amounts are recognized on a GAAP basis in arriving at the adjusted GAAP results.

The deferred cost of inventory adjustments recorded above are reconciled to the deferred cost of inventory balance on our balance sheet in the table below:

                  Three Months Ended September 27,
                                2008
                -----------------------------------
                Pre Mar 29,  Post Mar 29,
                    2008         2008
                Ratable and  Ratable and
Deferred          Product      Product
 Inventory Cost    Cost         Cost        Total
                -----------  -----------  ---------
(In thousands)
Beginning
 balance        $    26,510  $       450  $  26,960
Additions to
 deferred cost
 of revenue               -          710        710
Amortized to
 cost of
 revenue            (18,338)         (40)   (18,378)
                -----------  -----------  ---------
Ending balance  $     8,172  $     1,120  $   9,292
                ===========  ===========  =========
Change in
 deferred
 inventory cost
 balance        $   (18,338) $       670  $ (17,668)
                ===========  ===========  =========

(f) Adjustment amount represents the release of ratable and product deferred cost amounts related to periods prior to March 29, 2008 as these amounts have been previously included as invoiced shipments. Deferred ratable and product amounts recorded after March 29, 2008 have not been adjusted as these amounts are recognized on a GAAP basis in arriving at the adjusted GAAP results.

The deferred cost of inventory adjustments recorded above are reconciled to the deferred cost of inventory balance on our balance sheet in the table below:

                                                       Twelve
                                                       Months
                                                       Ended
                  Twelve Months Ended December 27,    December
                                2008                  29, 2007
                -----------------------------------  ----------
                Pre Mar 29,  Post Mar 29,
                    2008         2008
                Ratable and  Ratable and
Deferred          Product      Product
 Inventory Cost    Cost         Cost        Total      Total
                -----------  -----------  ---------  ----------
(In thousands)
Beginning
 balance        $    81,622  $         -  $  81,622  $   67,253
Additions to
 deferred cost
 of revenue          11,162        1,202     12,364     144,374
Amortized to
 cost of
 revenue            (89,563)        (186)   (89,749)   (130,005)
                -----------  -----------  ---------  ----------
Ending balance  $     3,221  $     1,016  $   4,237  $   81,622
                ===========  ===========  =========  ==========
Change in
 deferred
 inventory cost
 balance        $   (78,401) $     1,016  $ (77,385) $   14,369
                ===========  ===========  =========  ==========

(g) Excluded amount represents stock-based compensation expense on a non-GAAP basis. Stock-based compensation is a non-cash expense accounted for in accordance with the fair value recognition provisions of Statement of Financial Accounting Standards No. 123(R). While this is a large component of our expense, we believe investors want to evaluate our financial results both including and excluding the effects of stock-based compensation expense in order to compare our financial performance with that of other companies and between time periods.

The stock-based compensation expense excluded from cost of revenue is a non-GAAP financial measure and is reconciled to the corresponding GAAP amount in the table below:

                           Three Months Ended         Twelve Months Ended
                     -------------------------------  --------------------
                     December   September  December   December   December
                        27,        27,        29,        27,        29,
                       2008       2008       2007       2008       2007
                     ---------  ---------  ---------  ---------  ---------
(In thousands)
GAAP stock-based
 compensation in
 cost of revenue     $     308  $     299  $     156  $   1,086  $     410
GAAP stock-based
 compensation in
 cost of revenue -
 amortization from
 balance sheet             739      1,180        198      4,288        327
  Stock-based
   compensation not
   deferred to
   deferred inventory
   cost                      -          -        797        215      1,213
  Stock-based
   compensation
   previously
   recognized on
   invoiced shipment
   basis                  (143)      (209)      (186)    (1,098)      (289)
                     ---------  ---------  ---------  ---------  ---------
Non-GAAP stock-based
 compensation in
 cost of revenue     $     904  $   1,270  $     965  $   4,491  $   1,661
                     =========  =========  =========  =========  =========

(h) The following table summarizes the re-measurement of our freestanding preferred stock warrants under FAS 150:

                     Twelve Months Ended
                     ---------------------
                     December   December
                        27,        29,
                       2008       2007
                     ---------- ---------

Other gain (loss)    $        - $ (19,761)
                     ========== =========



Infinera Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

                                               December 27,   December 29,
                                                   2008           2007
                                               ------------   ------------
ASSETS

Current assets:
  Cash and cash equivalents                    $    166,770   $     91,209
  Short-term investments                             68,232        181,168
  Short-term restricted cash                            720            743
  Accounts receivable, net of allowance for
   doubtful accounts of $1,700 in 2008 and
   $0 in 2007                                        69,354         39,216
  Other receivables                                   1,085          1,127
  Inventory                                          58,986         58,579
  Deferred inventory costs                            1,744         78,362
  Prepaid expenses and other current assets           6,311          3,941
                                               ------------   ------------
     Total current assets                           373,202        454,345

Property, plant and equipment, net                   46,820         36,973
Intangible assets                                     1,276          1,541
Deferred inventory costs, non-current                 2,493          3,260
Long-term investments                                74,684         30,116
Long-term restricted cash                             2,179          2,594
Other non-current assets                              6,413            359
                                               ------------   ------------
     Total assets                              $    507,067   $    529,188
                                               ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                             $     34,048   $     17,504
  Accrued expenses                                   16,092          9,497
  Accrued compensation and related benefits          13,472         17,749
  Accrued warranty                                    5,205          4,974
  Deferred revenue                                   14,683        167,031
                                               ------------   ------------
     Total current liabilities                       83,500        216,755

  Accrued warranty, non-current                       4,735          5,018
  Deferred revenue, non-current                       7,724          7,406
  Long-term exercised unvested options                  221            825
  Other long-term liabilities                         5,424          4,610

Commitments and contingencies

Stockholders' equity:
  Preferred stock, $0.001 par value
    Authorized shares - 25,000 and no shares
     issued and outstanding                              -              -
  Common stock, $0.001 par value
    Authorized shares - 500,000 as of
     December 27, 2008 and December 29, 2007
     Issued and outstanding shares - 94,163
     as of December 27, 2008 and 91,580 as of
     December 29, 2007                                   94             92
  Additional paid-in capital                        699,705        663,870
  Accumulated other comprehensive income
   (loss)                                            (3,598)            78
  Accumulated deficit                              (290,738)      (369,466)
                                               ------------   ------------
  Total stockholders' equity                        405,463        294,574
                                               ------------   ------------
  Total liabilities and stockholders' equity   $    507,067   $    529,188
                                               ============   ============



Infinera Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

                                                   Twelve Months Ended
                                               ---------------------------
                                               December 27,   December 29,
                                                   2008           2007
                                               ------------   ------------
Cash Flows from Operating Activities:
Net income (loss)                              $     78,728   $    (55,342)
Adjustments to reconcile net income (loss)
 to net cash provided by (used in)
 operating activities:
  Depreciation and amortization                      12,975          9,824
  Provision for doubtful accounts                     1,700              -
  Amortization of debt discount                           -            282
  Accretion of investment discount                     (893)          (572)
  Asset impairment charges                                -            393
  Stock-based compensation expense                   23,819          9,656
  Put Rights gain                                   (15,866)             -
  Mark-to-market, trading                            16,762              -
  Excess tax benefit from stock option
   transactions                                        (248)             -
  Tax benefit from stock option transactions            593              -
  Revaluation of warrant liabilities                      -         19,761
  Gain on disposal of fixed assets                   (1,107)        (2,776)
  Other (gain) loss                                       7            (73)
  Changes in assets and liabilities:
    Accounts receivable                             (31,796)         2,054
    Inventory                                          (821)         2,515
    Prepaid expenses and other current assets        (2,463)          (770)
    Deferred inventory costs                         76,538        (14,696)
    Other non-current assets                         (6,081)           706
    Accounts payable                                 16,767        (24,220)
    Accrued liabilities and other expenses            3,387          5,557
    Deferred revenue                               (152,030)        63,484
    Accrued warranty                                    (53)         7,275
                                               ------------   ------------
      Net cash provided by operating
       activities                                    19,918         23,058

Cash Flows from Investing Activities:
  Purchases of available-for-sale investments      (226,014)      (299,159)
  Proceeds from sale of investments                 108,190         57,200
  Proceeds from maturities of investments and
   restricted cash                                  183,778         28,620
  Proceeds from disposal of assets                    1,192          3,286
  Purchase of property and equipment                (22,941)       (20,215)
                                               ------------   ------------
      Net cash provided by (used in)
       investing activities                          44,205       (230,268)

Cash Flows from Financing Activities:
  Principal payments on loan obligations                  -        (35,401)
  Proceeds from loans                                     -          7,119
  Proceeds from initial public offering,
   net of issuance costs                                  -        190,078
  Proceeds from follow-on offering, net of
   issuance costs                                         -        104,016
  Proceeds from issuance of common stock             11,482          3,535
  Proceeds from exercise of warrants                      -             45
  Proceeds from repayment of non-recourse
   notes                                                  -            145
  Excess tax benefit from stock option
   transactions                                         248              -
  Repurchase of common stock                            (29)           (59)
                                               ------------   ------------
      Net cash provided by financing
       activities                                    11,701        269,478

Effect of exchange rate changes                        (263)            57

Net change in cash and cash equivalents              75,561         62,325
Cash and cash equivalents at beginning of
 period                                              91,209         28,884
                                               ------------   ------------
Cash and cash equivalents at end of period     $    166,770   $     91,209
                                               ============   ============

Supplemental disclosures of cash flow
 information:
  Cash paid for interest                       $          3   $      2,497
  Cash paid for income taxes                   $      1,036   $        121




Infinera Corporation
Supplemental Financial Information


                    Q1'07  Q2'07  Q3'07  Q4'07  Q1'08  Q2'08  Q3'08  Q4'08
                    -----  -----  -----  -----  -----  -----  -----  -----
Invoiced Shipments  $66.7  $69.0  $80.4  $93.4  $95.5  $90.8  $80.9  $86.2
Gross Margin %         35%    37%    43%    47%    45%    47%    42%    36%
                    -----  -----  -----  -----  -----  -----  -----  -----
Invoiced Shipment
 Composition:
Domestic %             89%    84%    81%    81%    82%    78%    81%    73%
International %        11%    16%    19%    19%    18%    22%    19%    27%
Largest Customer %     57%    48%    28%    18%    31%    21%    27%    23%
                    -----  -----  -----  -----  -----  -----  -----  -----
Cash Related
 Information:
Cash from
 Operations         $ 6.9  $(0.8) $(2.0) $18.9  $ 9.8  $ 5.6  $ 9.9  $(5.4)
Capital
 Expenditures       $ 5.2  $ 3.6  $ 3.0  $ 8.5  $ 4.5  $ 4.8  $ 5.9  $ 7.8
Depreciation &
 Amortization       $ 2.1  $ 2.0  $ 2.7  $ 2.7  $ 2.6  $ 2.9  $ 3.4  $ 4.1
DSO's                  27     36     47     39     42     57     55     74
                    -----  -----  -----  -----  -----  -----  -----  -----
Inventory Metrics:
Raw Materials       $ 7.4  $ 8.8  $ 7.5  $10.5  $ 7.9  $ 9.2  $10.0  $ 9.1
Work in Process     $31.6  $36.0  $34.8  $35.1  $40.6  $34.6  $35.8  $37.9
Finished Goods      $18.4  $13.7  $14.8  $13.0  $10.7  $13.8  $12.8  $12.0
                    -----  -----  -----  -----  -----  -----  -----  -----
Total Inventory     $57.3  $58.5  $57.1  $58.6  $59.2  $57.6  $58.6  $59.0
Inventory Turns       3.0    3.0    3.2    3.4    3.5    3.3    3.2    3.8
                    -----  -----  -----  -----  -----  -----  -----  -----
Worldwide Headcount   617    646    668    711    799    853    889    937
                    -----  -----  -----  -----  -----  -----  -----  -----

Contacts: Press: Jeff Ferry jferry@infinera.com Infinera Corporation 408-572-5213 Investors/Analysts: Bob Blair bblair@infinera.com Infinera Corporation 408-716-4879

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