Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 15, 2024

INFINERA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-33486

77-0560433

(State or other jurisdiction of
incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

6373 San Ignacio Avenue

San Jose,

California

95119

(Address of principal executive offices, including Zip Code)

(408) 572-5200

(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, par value $0.001 per share

INFN

The Nasdaq Global Select Market

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 February 15, 2024, Infinera Corporation (the “Company”) issued a press release (the “Release”) reaffirming certain preliminary unaudited financial results for the fourth quarter of 2023. A copy of the Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Current Report on Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished under Item 2.02 and shall not be deemed “filed” for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such a filing.


Item 8.01			Other Events.

In the Release, the Company also announced its intended timing to file its Quarterly Report on Form 10-Q for the third quarter of 2023, a date for which it will release its preliminary, unaudited financial results for the fourth quarter of fiscal 2023 and its outlook for the first quarter of 2024, and expectations regarding the timing of filing its Annual Report on Form 10-K for fiscal 2023.


Exhibit No.						Description

99.1						Press release of Infinera Corporation dated February 15, 2024
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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.

INFINERA CORPORATION

Date: February 15, 2024

By:

/s/ Nancy Erba

Nancy Erba
Chief Financial Officer

Exhibit 99.1

Infinera Corporation to Announce Preliminary Unaudited Fourth Quarter Fiscal 2023 Financial Results and Outlook for the First Quarter of Fiscal 2024 on March 6, 2024

San Jose, Calif., February 15, 2024 - Infinera Corporation (NASDAQ: INFN) ("Infinera” or the “Company”) announced today that it intends to file its Quarterly Report on Form 10-Q for the third quarter of 2023 on or before February 29, 2024.

The Company will also release its preliminary, unaudited financial results for the fourth quarter of fiscal 2023 and provide the Company’s outlook for the first quarter of fiscal 2024 after the market closes on March 6, 2024. An investment community conference call to discuss these items will be held the same day at 5:00 p.m. ET/2:00 p.m. PT.

Fourth Quarter Financial Results Conference Call and Webcast

Date: Wednesday, March 6, 2024

Time: 5:00 p.m. ET/2:00 p.m. PT

Conference call participants: register at: https://events.q4inc.com/attendee/702047373

As previously stated in the Company’s press release issued on January 10, 2024, the Company continues to believe that its preliminary revenue and preliminary net income per diluted share for the fourth quarter of fiscal 2023 will be within or exceed the outlook ranges provided on November 8, 2023, supported by strong bookings in the quarter.

Furthermore, due to the intensive and time-consuming nature of the matters and associated processes described previously in the Company’s Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2023, the Company anticipates that it may need additional time to complete its fiscal year closing procedures and file its Annual Report on Form 10-K for the fiscal year ended December 30, 2023.


Contacts:
Media: Anna Vue Tel. +1 (916) 595-8157 avue@infinera.com						Investors: Amitabh Passi, Head of Investor Relations Tel. +1 (669) 295-1489 apassi@infinera.com

About Infinera

Infinera is a global supplier of innovative open optical networking solutions and advanced optical semiconductors that enable carriers, cloud operators, governments, and enterprises to scale network bandwidth, accelerate service innovation, and automate network operations. Infinera solutions deliver industry-leading economics and performance in long-haul, submarine, data center interconnect, and metro transport applications. To learn more about Infinera, visit www.infinera.com, follow us on X and LinkedIn, and subscribe for updates.

Infinera and the Infinera logo are registered trademarks of Infinera Corporation.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or Infinera's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or the negative of these words or similar terms or expressions that concern Infinera's expectations, strategy, priorities, plans or intentions. The Company’s expectations related to the timing of the Company’s filing of its Quarterly Report on Form 10-Q for the third quarter of 2023; Company’s plans to release its preliminary, unaudited financial results for the fourth quarter of fiscal 2023 and provide the Company’s outlook for the first quarter of fiscal 2024; the Company’s expectations regarding its previously disclosed preliminary revenue and preliminary net income per diluted share for the fourth quarter of fiscal 2023; and the Company’s expectations regarding its fiscal year closing procedures and the timing of its filing of its Annual Report on Form 10-K for the fiscal year ended December 30, 2023 are among the forward-looking statements in this press release. Neither Infinera, nor its auditors, has completed the review of its financial results for the third quarter or the fourth quarter of 2023,

and the final third quarter and fourth quarter 2023 financial results may be impacted by Infinera’s determination as to whether Infinera will need to restate its financial statements for any prior or subsequent periods including interim periods. This determination will depend in large part on the impacts of the accounting matters previously disclosed related to Infinera’s financial results for prior periods, and whether these impacts are material. These determinations have not yet been made.

Statements regarding the preliminary results for the fourth quarter of 2023 presented in this press release assume that Infinera will not need to restate its financial results for any prior periods. While Infinera believes this assumption is reasonable based on information currently available to it, this information may change, Infinera’s assessment of all available information may change, and/or its auditors may have a different perspective on these matters. In the event that Infinera does need to restate its financial statements for prior periods, its financial results for the third quarter and fourth quarter of 2023 would likely be affected.

Infinera’s financial results for the third quarter and fourth quarter of 2023 are also subject to all aspects of the final quarterly review process and may change as a result of new information that arises, or new determinations that are made, in this process. The Company’s forward-looking statements herein are based on estimates and information available to Infinera as of the date hereof and are not guarantees of future performance; actual results could differ materially from those stated or implied due to risks and uncertainties. The risks and uncertainties that could cause Infinera’s results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, demand growth for additional network capacity and the level and timing of customer capital spending and excess inventory held by customers beyond normalized levels; delays in the development, introduction or acceptance of new products or in releasing enhancements to existing products; aggressive business tactics by Infinera’s competitors and new entrants and Infinera's ability to compete in a highly competitive market; supply chain and logistics issues, including delays, shortages, components that have been discontinued and increased costs, and Infinera's dependency on sole source, limited source or high-cost suppliers; dependence on a small number of key customers; product performance problems; the complexity of Infinera's manufacturing process; Infinera's ability to identify, attract, upskill and retain qualified personnel; challenges with our contract manufacturers and other third-party partners; the effects of customer and supplier consolidation; dependence on third-party service partners; Infinera’s ability to respond to rapid technological changes; failure to accurately forecast Infinera's manufacturing requirements or customer demand; the effects of public health emergencies; Infinera’s future capital needs and its ability to generate the cash flow or otherwise secure the capital necessary to meet such capital needs; the effect of global and regional economic conditions on Infinera’s business, including effects on purchasing decisions by customers; the adverse impact inflation and higher interest rates may have on Infinera by increasing costs beyond what it can recover through price increases; restrictions to our operations resulting from loan or other credit agreements; the impacts of any restructuring plans or other strategic efforts on our business; our international sales and operations; the impacts of foreign currency fluctuations; the effective tax rate of Infinera, which may increase or fluctuate; potential dilution from the issuance of additional shares of common stock in connection with the conversion of Infinera's convertible senior notes; Infinera’s ability to protect its intellectual property; claims by others that Infinera infringes on their intellectual property rights; security incidents, such as data breaches or cyber-attacks; Infinera's ability to comply with various rules and regulations, including with respect to export control and trade compliance, environmental, social, governance, privacy and data protection matters; events that are outside of Infinera's control, such as natural disasters, violence or other catastrophic events that could harm Infinera's operations; Infinera’s ability to remediate its recently disclosed material weaknesses in internal control over financial reporting in a timely and effective manner; any other impacts of Infinera’s and its auditors’ review of the accounting matters described above; and other risks and uncertainties detailed in Infinera’s SEC filings from time to time. More information on potential factors that may impact Infinera’s business are set forth in Infinera's periodic reports filed with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 27, 2023, as well as subsequent reports filed with or furnished to the SEC from time to time. These reports are available on Infinera’s website at www.infinera.com and the SEC’s website at www.sec.gov. Infinera assumes no obligation to, and does not currently intend to, update any such forward-looking statements.

Cover	Feb. 15, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 15, 2024
Entity Registrant Name	INFINERA CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33486
Entity Tax Identification Number	77-0560433
Entity Address, Address Line One	6373 San Ignacio Avenue
Entity Address, City or Town	San Jose,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95119
City Area Code	408
Local Phone Number	572-5200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001138639
Amendment Flag	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	INFN
Security Exchange Name	NASDAQ