INFN Infinera Corporation

Infinera Corporation (NASDAQ: INFN) today released financial results for its third quarter ended September 28, 2024.

GAAP revenue for the quarter was $354.4 million compared to $342.7 million in the second quarter of 2024 and $392.4 million in the third quarter of 2023.

GAAP gross margin for the quarter was 39.8% compared to 39.6% in the second quarter of 2024 and 40.3% in the third quarter of 2023. GAAP operating margin for the quarter was (3.1)% compared to (8.7)% in the second quarter of 2024 and 2.0% in the third quarter of 2023.

GAAP net loss for the quarter was $(14.3) million, or $(0.06) per diluted share, compared to net loss of $(48.3) million, or $(0.21) per diluted share, in the second quarter of 2024, and net loss of $(9.4) million, or $(0.04) per diluted share, in the third quarter of 2023.

Non-GAAP gross margin for the quarter was 40.4% compared to 40.3% in the second quarter of 2024 and 41.9% in the third quarter of 2023. Non-GAAP operating margin for the quarter was 3.5% compared to (1.3)% in the second quarter of 2024 and 7.7% in the third quarter of 2023.

Non-GAAP net income for the quarter was $0.3 million, or $0.00 per diluted share, compared to non-GAAP net loss of $(14.0) million, or $(0.06) per diluted share, in the second quarter of 2024, and non-GAAP net income of $19.9 million, or $0.08 per diluted share, in the third quarter of 2023.

During the three-months ended September 28, 2024, the Company generated positive cash flow from operations of $44.5 million and ended the quarter with cash, cash equivalents and restricted cash of $115.6 million.

A further explanation of the use of non-GAAP financial information and a reconciliation of each of the non-GAAP financial measures to the most directly comparable GAAP financial measure can be found at the end of this press release.

Infinera CEO, David Heard said “Our team delivered another quarter with continued sequential improvements in our financial metrics and critical service provider and webscaler design wins across our ICE-X coherent pluggables, next-generation line systems, software, and ICE7 solutions. In addition, in October we signed a non-binding preliminary memorandum of terms with the U.S. Department of Commerce for an award under the CHIPS and Science Act that, together with other federal and state incentives, could result in more than $200 million in funds for Infinera.”

“Looking ahead, our customers remain excited about our pending acquisition by Nokia as they look forward to the combined company accelerating the pace of innovation in the industry. We are making good progress on the steps required to close the transaction, including receiving stockholder approval and attaining U.S. antitrust and CFIUS approval. There are still other regulatory approvals pending, but we believe we remain on track to close the deal in the first half of 2025,” continued Mr. Heard.

Pending Merger with Nokia

On June 27, 2024, Infinera, Nokia Corporation, a company incorporated under the laws of the Republic of Finland (“Nokia”) (NYSE: NOK) and Neptune of America Corporation, a Delaware corporation and wholly owned subsidiary of Nokia (“Merger Sub”) entered into an Agreement and Plan of Merger (as it may be amended, modified or waived from time to time, the “Merger Agreement”) that provides for Merger Sub to merge with and into Infinera (the “Merger”), with Infinera surviving the Merger as a wholly owned subsidiary of Nokia. The transaction is expected to close in the first half of 2025.

In light of the proposed transaction with Nokia, and as is customary during the pendency of an acquisition, Infinera will not be providing financial guidance during the pendency of the acquisition.

Third Quarter 2024 Investor Slides to be Made Available Online

Investor slides reviewing Infinera's third quarter of 2024 financial results will be furnished to the U.S. Securities and Exchange Commission ("SEC") on a Current Report on Form 8-K and published on Infinera's Investor Relations website at investors.infinera.com.

Contacts:

Media:Anna VueTel. +1 (916) 595-8157avue@infinera.com

Investors:Amitabh Passi, Head of Investor RelationsTel. +1 (669) 295-1489apassi@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. Forward-looking statements in this press release include, but are not limited to, statements regarding the amount Infinera could receive in government funding; and statements related to the Merger, including the timing of completion of the Merger and the future performance and benefits of the combined business.

These forward-looking statements are based on estimates and information available to Infinera as of the date hereof and are not guarantees of actual or 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 statements related to the Merger, including whether the Merger may not be completed or completion may be delayed, and if the Merger Agreement is terminated, there may be a required payment of a significant termination fee by either party; the receipt of necessary approvals to complete the Merger; the possibility that due to the Merger, and uncertainty regarding the Merger, Infinera’s customers, suppliers or strategic partners may delay or defer entering into contracts or making other decisions concerning Infinera; the significance and timing of costs related to the Merger; the impact on us of litigation or other stockholder action related to the Merger; the effects on us and our stockholders if the Merger is not completed; 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 and their impact on our business, 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; failure to secure the funding contemplated by grants Infinera may receive from governments, agencies or research organizations, or failure to comply with the terms of those grants; 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; Infinera’s 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, acts of war or terrorism, 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, and other risks and uncertainties detailed in Infinera’s SEC filings from time to time; and statements of assumptions underlying any of the foregoing. 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 30, 2023, filed with the SEC on May 17, 2024, and its Quarterly Report on Form 10-Q for the quarter ended June 29, 2024, as filed with the SEC on August 2, 2024, as well as subsequent reports filed with or furnished to the SEC from time to time. These SEC filings 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.

Use of Non-GAAP Financial Information

In addition to disclosing financial measures prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), this press release and the accompanying tables contain certain non-GAAP financial measures that exclude in certain cases stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs, warehouse fire recovery, merger-related charges, foreign exchange (gains) losses, net, and income tax effects. Infinera believes these adjustments are appropriate to enhance an overall understanding of its underlying financial performance and also its prospects for the future and are considered by management for the purpose of making operational decisions. In addition, the non-GAAP financial measures presented in this press release are the primary indicators management uses as a basis for its 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 gross margin, operating expenses, operating margin, net income (loss) and net income (loss) per common 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.

For a description of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measures, please see the table titled “GAAP to Non-GAAP Reconciliations” and related footnotes.

Infinera CorporationCondensed Consolidated Statements of Operations(In thousands, except per share data)(Unaudited)

	Three months ended								Nine months ended
	September 28, 2024				September 30, 2023				September 28, 2024				September 30, 2023
Revenue:
Product	$	276,214			$	316,613			$	778,008			$	931,057
Services		78,184				75,756				226,051				229,615
Total revenue		354,398				392,369				1,004,059				1,160,672
Cost of revenue:
Cost of product		170,693				190,312				494,248				577,152
Cost of services		42,515				40,209				121,910				124,889
Amortization of intangible assets		—				3,528				—				10,621
Restructuring and other related costs		(24	)			—				652				—
Total cost of revenue		213,184				234,049				616,810				712,662
Gross profit		141,214				158,320				387,249				448,010
Operating expenses:
Research and development		73,283				76,846				225,223				237,234
Sales and marketing		35,715				41,075				118,357				124,406
General and administrative		34,160				29,368				101,114				89,762
Amortization of intangible assets		2,257				2,976				6,769				10,088
Merger-related charges		6,954				—				15,471				—
Restructuring and other related costs		(157	)			400				4,105				2,621
Total operating expenses		152,212				150,665				471,039				464,111
Income (loss) from operations		(10,998	)			7,655				(83,790	)			(16,101	)
Other income (expense), net:
Interest income		874				546				2,789				1,734
Interest expense		(8,764	)			(7,608	)			(25,556	)			(21,795	)
Other gain (loss), net		8,485				(7,540	)			(8,910	)			10,586
Total other income (expense), net		595				(14,602	)			(31,677	)			(9,475	)
Loss before income taxes		(10,403	)			(6,947	)			(115,467	)			(25,576	)
Provision for income taxes		3,910				2,466				8,528				12,510
Net loss	$	(14,313	)		$	(9,413	)		$	(123,995	)		$	(38,086	)
Net loss per common share:
Basic	$	(0.06	)		$	(0.04	)		$	(0.53	)		$	(0.17	)
Diluted	$	(0.06	)		$	(0.04	)		$	(0.53	)		$	(0.17	)
Weighted average shares used in computing net loss per common share:
Basic		235,832				228,077				233,905				225,465
Diluted		235,832				228,077				233,905				225,465

Infinera CorporationGAAP to Non-GAAP Reconciliations(In thousands, except percentages)(Unaudited)

	Three months ended																				Nine months ended
	September 28, 2024							June 29, 2024							September 30, 2023						September 28, 2024							September 30, 2023
Reconciliation of Gross Profit and Gross Margin:
GAAP as reported	$	141,214			39.8	%		$	135,594			39.6	%		$	158,320		40.3	%		$	387,249			38.6	%		$	448,010			38.6	%
Stock-based compensation expense(1)		2,084			0.6	%			1,777			0.5	%			2,515		0.7	%			5,754			0.5	%			7,672			0.7	%
Amortization of acquired intangible assets(2)		—			—	%			—			—	%			3,528		0.9	%			—			—	%			10,621			0.9	%
Restructuring and other related costs(3)		(24	)		(0.0)	%			703			0.2	%			—						652			0.1	%			—			—	%
Warehouse fire recovery(4)		—			—	%			—			—	%			—		—	%			—			—	%			(1,985	)		(0.2)	%
Non-GAAP as adjusted	$	143,274			40.4	%		$	138,074			40.3	%		$	164,363		41.9	%		$	393,655			39.2	%		$	464,318			40.0	%
Reconciliation of Operating Expenses:
GAAP as reported	$	152,212						$	165,403						$	150,665					$	471,039						$	464,111
Stock-based compensation expense(1)		12,305							8,024							13,230						32,967							41,721
Amortization of acquired intangible assets(2)		2,257							2,256							2,976						6,769							10,088
Restructuring and other related costs(3)		(157	)						3,948							400						4,105							2,621
Merger-related charges(5)		6,954							8,517							—						15,471							—
Non-GAAP as adjusted	$	130,853						$	142,658						$	134,059					$	411,727						$	409,681
Reconciliation of Income (Loss) from Operations and Operating Margin:
GAAP as reported	$	(10,998	)		(3.1)	%		$	(29,809	)		(8.7)	%		$	7,655		2.0	%		$	(83,790	)		(8.3)	%		$	(16,101	)		(1.4)	%
Stock-based compensation expense(1)		14,389			4.1	%			9,801			2.8	%			15,745		3.9	%			38,721			3.8	%			49,393			4.3	%
Amortization of acquired intangible assets(2)		2,257			0.6	%			2,256			0.7	%			6,504		1.7	%			6,769			0.7	%			20,709			1.8	%
Restructuring and other related costs(3)		(181	)		(0.1)	%			4,651			1.4	%			400		0.1	%			4,757			0.5	%			2,621			0.2	%
Warehouse fire recovery(4)		—			—	%			—			—	%			—		—	%			—			—	%			(1,985	)		(0.2)	%
Merger-related charges(5)		6,954			2.0	%			8,517			2.5	%			—		—	%			15,471			1.5	%			—			—	%
Non-GAAP as adjusted	$	12,421			3.5	%		$	(4,584	)		(1.3)	%		$	30,304		7.7	%		$	(18,072	)		(1.8)	%		$	54,637			4.7	%

		Three months ended																		Nine months ended
		September 28, 2024						June 29, 2024						September 30, 2023						September 28, 2024						September 30, 2023
Reconciliation of Net Income (Loss):
GAAP as reported		$	(14,313	)				$	(48,287	)				$	(9,413	)				$	(123,995	)				$	(38,086	)
Stock-based compensation expense(1)			14,389						9,801						15,745						38,721						49,393
Amortization of acquired intangible assets(2)			2,257						2,256						6,504						6,769						20,709
Restructuring and other related costs(3)			(181	)					4,651						400						4,757						2,621
Warehouse fire recovery(4)			—						—						—						—						(1,985	)
Merger-related charges(5)			6,954						8,517						—						15,471						—
Foreign exchange (gains) losses, net(6)			(8,039	)					11,690						7,527						10,099						(9,903	)
Income tax effects(7)			(788	)					(2,604	)					(894	)					(3,775	)					2,072
Non-GAAP as adjusted		$	279					$	(13,976	)				$	19,869					$	(51,953	)				$	24,821
Weighted Average Shares Used in Computing GAAP Net Income (Loss) per Common Share:
Basic			235,832						234,349						228,077						233,905						225,465
Diluted(8)			235,832						234,349						228,077						233,905						225,465
Weighted Average Shares Used in Computing Non-GAAP Net Income (Loss) per Common Share:
Basic			235,832						234,349						228,077						233,905						225,465
Diluted(9)			240,502						234,349						257,219						233,905						228,735
Reconciliation of Adjusted EBITDA (10):
Non-GAAP net income (loss)		$	279					$	(13,976	)				$	19,869					$	(51,953	)				$	24,821
Add: Interest expense, net			7,890						7,370						7,062						22,767						20,061
Less: Other gain (loss), net			446						507						(13	)					1,189						683
Add: Income tax effects			4,698						2,529						3,360						12,303						10,438
Add: Depreciation			13,501						13,285						13,498						39,975						38,694
Non-GAAP as adjusted		$	25,922					$	8,701					$	43,802					$	21,903					$	93,331
Net Income (Loss) per Common Share: GAAP
Basic		$	(0.06	)				$	(0.21	)				$	(0.04	)				$	(0.53	)				$	(0.17	)
Diluted(8)		$	(0.06	)				$	(0.21	)				$	(0.04	)				$	(0.53	)				$	(0.17	)
Net Income (Loss) per Common Share: Non-GAAP
Basic		$	0.00					$	(0.06	)				$	0.09					$	(0.22	)				$	0.11
Diluted(9)		$	0.00					$	(0.06	)				$	0.08					$	(0.22	)				$	0.11

(1)	Stock-based compensation expense is calculated in accordance with the fair value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation effective January 1, 2006. The following table summarizes the effects of stock-based compensation related to employees and non-employees (in thousands):
			Three months ended									Nine months ended
			September 28, 2024			June 29, 2024			September 30, 2023			September 28, 2024			September 30, 2023
Cost of revenue			$	2,084		$	1,777		$	2,515		$	5,754		$	7,672
Research and development				4,623			4,497			5,734			14,232			17,557
Sales and marketing				3,241			2,611			3,706			9,139			11,371
General and administration				4,441			916			3,790			9,596			12,793
Total operating expenses				12,305			8,024			13,230			32,967			41,721
	Total stock-based compensation expense		$	14,389		$	9,801		$	15,745		$	38,721		$	49,393
(2)	Amortization of acquired intangible assets consists of developed technology and customer relationships acquired in connection with the acquisitions of Coriant and Transmode AB. GAAP accounting requires that acquired intangible assets are recorded at fair value and amortized over their useful lives. As this amortization is non-cash, Infinera has excluded it from its non-GAAP gross profit, operating expenses and net income measures. Management believes the amortization of acquired intangible assets is not indicative of ongoing operating performance and its exclusion provides a better indication of Infinera's underlying business performance.
(3)	Restructuring and other related costs are primarily associated with the reduction of headcount and the reduction of operating costs. In addition, this includes accelerated amortization on operating lease right-of-use assets due to the cessation of use of certain facilities. Management has excluded the impact of these charges in arriving at Infinera's non-GAAP results as they are non-recurring in nature and its exclusion provides a better indication of Infinera's underlying business performance.
(4)	Warehouse fire losses were incurred due to inventory destroyed in a warehouse fire in the third quarter of fiscal year 2022. Recoveries are recorded when they are probable of receipt. Management has excluded the impact of this loss and subsequent recoveries in arriving at Infinera's non-GAAP results as it is non-recurring in nature and its exclusion provides a better indication of Infinera's underlying business performance.
(5)	Merger-related charges represent costs incurred directly in connection with the pending merger with Nokia. Management has excluded the impact of these charges in arriving at Infinera's non-GAAP results as they are non-recurring in nature and the exclusion of these charges provides a better indication of Infinera's underlying business performance.
(6)	Foreign exchange (gains) losses, net, have been excluded from Infinera's non-GAAP results because management believes that this expense is not indicative of ongoing operating performance and its exclusion provides a better indication of Infinera's underlying business performance.
(7)	The difference between the GAAP and non-GAAP tax provision is due to the net tax effects of above non-GAAP adjustments. Management believes the exclusion of these tax effects provides a better indication of Infinera's underlying business performance.
(8)	The GAAP diluted shares include potentially dilutive securities from Infinera's stock-based benefit plans and convertible senior notes. These potentially dilutive securities are added for the computation of diluted net income per share on a GAAP basis in periods when Infinera has net income on a GAAP basis, as its inclusion provides a better indication of Infinera's underlying business performance.

For purposes of calculating GAAP diluted earnings per share, we used the following net loss and weighted average common shares outstanding (in thousands, except per share data):

				Three months ended												Nine months ended
				September 28, 2024				June 29, 2024				September 30, 2023				September 28, 2024				September 30, 2023
GAAP net loss for basic earnings per share				$	(14,313	)		$	(48,287	)		$	(9,413	)		$	(123,995	)		$	(38,086	)
Interest expense related to the convertible senior notes, net of tax					—				—				—				—				—
GAAP net loss for diluted earnings per share				$	(14,313	)		$	(48,287	)		$	(9,413	)		$	(123,995	)		$	(38,086	)
Weighted average basic common shares outstanding					235,832				234,349				228,077				233,905				225,465
Dilutive effect of restricted and performance share units					—				—				—				—				—
Dilutive effect of 2024 convertible senior notes(a)					—				—				—				—				—
Dilutive effect of 2027 convertible senior notes(b)					—				—				—				—				—
Dilutive effect of 2028 convertible senior notes(c)					—				—				—				—				—
Weighted average dilutive common shares outstanding					235,832				234,349				228,077				233,905				225,465
GAAP net loss per common share:
Basic				$	(0.06	)		$	(0.21	)		$	(0.04	)		$	(0.53	)		$	(0.17	)
Diluted				$	(0.06	)		$	(0.21	)		$	(0.04	)		$	(0.53	)		$	(0.17	)
	(a)	For the three-months ended September 28, 2024, June 29, 2024, and September 30, 2023, there were 1.4 million, 1.9 million and 1.9 million shares, respectively, excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect. For the nine-months ended September 28, 2024, and September 30, 2023, there were 1.7 million, and 7.1 million shares, respectively, excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect.
	(b)	For each of the three-months ended September 28, 2024, June 29, 2024, and September 30, 2023, there were 26.1 million shares excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect. For each of the nine-months ended September 28, 2024, and September 30, 2023, there were 26.1 million shares excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect.
	(c)	For each of the three-months ended September 28, 2024, June 29, 2024, and September 30, 2023, there were no shares excluded from the calculation of diluted net loss per share. For the nine-months ended September 28, 2024, there were no shares excluded from the calculation of diluted net loss per share. For the nine-months ended September 30, 2023, there were 1.2 million shares excluded from the calculation of diluted net loss per share, due to their anti-dilutive effect.
(9)	The non-GAAP diluted shares include the potentially dilutive securities from Infinera's stock-based benefit plans and convertible senior notes. These potentially dilutive securities are added for the computation of diluted net income per share on a non-GAAP basis in periods when Infinera has net income on a non-GAAP basis as its inclusion provides a better indication of Infinera's underlying business performance. Refer to the diluted earnings per share reconciliation presented below.

For purposes of calculating non-GAAP diluted earnings per share, we used the following net income (loss) and weighted average common shares outstanding (in thousands, except per share data):

				Three months ended										Nine months ended
				September 28, 2024			June 29, 2024				September 30, 2023			September 28, 2024				September 30, 2023
Non-GAAP net income (loss) for basic earnings per share				$	279		$	(13,976	)		$	19,869		$	(51,953	)		$	24,821
Interest expense related to the convertible senior notes, net of tax					—			—				1,359			—				—
Non-GAAP net income (loss) for diluted earnings per share				$	279		$	(13,976	)		$	21,228		$	(51,953	)		$	24,821
Weighted average basic common shares outstanding					235,832			234,349				228,077			233,905				225,465
Dilutive effect of restricted and performance share units					4,670			—				1,123			—				2,005
Dilutive effect of employee stock purchase plan					—			—				—			—				70
Dilutive effect of 2024 convertible senior notes(a)					—			—				1,899			—				—
Dilutive effect of 2027 convertible senior notes(b)					—			—				26,120			—				—
Dilutive effect of 2028 convertible senior notes(c)					—			—				—			—				1,195
Weighted average dilutive common shares outstanding					240,502			234,349				257,219			233,905				228,735
Non-GAAP net income (loss) per common share:
Basic				$	0.00		$	(0.06	)		$	0.09		$	(0.22	)		$	0.11
Diluted				$	0.00		$	(0.06	)		$	0.08		$	(0.22	)		$	0.11
	(a)	For the three-months ended September 28, 2024, and June 29, 2024, there were 1.4 million, and 1.9 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For the three-months ended September 30, 2023, there were no shares excluded from the calculation of diluted net income per share. For the nine-months ended September 28, 2024, and September 30, 2023, there were 1.7 million, and 7.1 million shares, respectively, excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.
	(b)	For each of the three-months ended September 28, 2024, and June 29, 2024, there were 26.1 million shares excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect. For the three-months ended September 30, 2023, there were no shares excluded from the calculation of diluted net income per share. For each of the nine-months ended September 28, 2024, and September 30, 2023, there were 26.1 million shares excluded from the calculation of diluted net income (loss) per share, due to their anti-dilutive effect.
	(c)	For each of the three-months ended September 28, 2024, June 29, 2024, and September 30, 2023, there were no shares excluded from the calculation of diluted net income (loss) per share. For each of the nine-months ended September 28, 2024, and September 30, 2023, there were no shares excluded from the calculation of diluted net income (loss) per share.
(10)	Adjusted EBITDA is a non-GAAP supplemental measure of operating performance that does not represent and should not be considered an alternative to operating loss or cash flow from operations, as determined by GAAP. Infinera's adjusted EBITDA is calculated by excluding the above non-GAAP adjustments, interest expense, net, other gain (loss), net, income tax effects and depreciation expenses. Management believes that adjusted EBITDA is an important financial measure for use in evaluating Infinera's financial performance, as it measures the ability of our business operations to generate cash.

Infinera CorporationGAAP to Non-GAAP Reconciliations(In thousands)(Unaudited) 

Free Cash Flow

We define free cash flow as net cash provided by (used in) operating activities in the period minus the purchase of property and equipment made in the period.

Free cash flow is considered a non-GAAP financial measure under the SEC’s rules. Management believes that free cash flow is an important financial measure for use in evaluating Infinera's financial performance, as it measures our ability to generate additional cash from our business operations. Free cash flow should be considered in addition to, rather than as a substitute for, net loss as a measure of our performance or net cash provided by (used in) operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited and does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations. Therefore, we believe it is important to view free cash flow as supplemental to our entire statement of cash flows.

		Three months ended												Nine months ended
		September 28, 2024				June 29, 2024				September 30, 2023				September 28, 2024				September 30, 2023
Net cash provided by (used in) operating activities		$	44,563			$	(59,954	)		$	(29,793	)		$	8,635			$	(30,142	)
Purchase of property and equipment			(24,090	)			(14,582	)			(13,318	)			(46,748	)			(40,900	)
Free cash flow		$	20,473			$	(74,536	)		$	(43,111	)		$	(38,113	)		$	(71,042	)

Infinera CorporationCondensed Consolidated Balance Sheets(In thousands, except par values)(Unaudited)

	September 28,2024				December 30,2023
ASSETS
Current assets:
Cash and cash equivalents	$	115,089			$	172,505
Short-term restricted cash		42				517
Accounts receivable, net		288,265				381,981
Inventory		356,119				431,163
Prepaid expenses and other current assets		162,560				129,218
Total current assets		922,075				1,115,384
Property, plant and equipment, net		231,190				206,997
Operating lease right-of-use assets		39,359				39,973
Intangible assets, net		18,050				24,819
Goodwill		237,509				240,566
Long-term restricted cash		446				837
Other long-term assets		57,128				50,662
Total assets	$	1,505,757			$	1,679,238
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	259,225			$	299,005
Accrued expenses and other current liabilities		137,078				110,758
Accrued compensation and related benefits		48,683				85,203
Short-term debt, net		10,473				25,512
Accrued warranty		12,635				17,266
Deferred revenue		116,332				136,248
Total current liabilities		584,426				673,992
Long-term debt, net		667,205				658,756
Long-term accrued warranty		12,554				15,934
Long-term deferred revenue		21,626				21,332
Long-term deferred tax liability		1,770				1,805
Long-term operating lease liabilities		44,563				47,464
Other long-term liabilities		39,767				43,364
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par valueAuthorized shares – 25,000 and no shares issued and outstanding		—				—
Common stock, $0.001 par valueAuthorized shares - 500,000 as of September 28, 2024 and December 30, 2023    Issued and outstanding shares - 236,296 as of September 28, 2024 and 230,994 as of December 30, 2023		236				231
Additional paid-in capital		2,012,820				1,976,014
Accumulated other comprehensive loss		(30,409	)			(34,848	)
Accumulated deficit		(1,848,801	)			(1,724,806	)
Total stockholders' equity		133,846				216,591
Total liabilities and stockholders’ equity	$	1,505,757			$	1,679,238

Infinera CorporationCondensed Consolidated Statements of Cash Flows(In thousands) (Unaudited)

	Nine months ended
	September 28, 2024				September 30, 2023
Cash Flows from Operating Activities:
Net loss	$	(123,995	)		$	(38,086	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		46,744				59,403
Non-cash restructuring charges and other related costs		32				1,183
Amortization of debt issuance costs and discount		2,750				2,970
Operating lease expense		6,905				6,402
Stock-based compensation expense		38,721				49,393
Other, net		139				(683	)
Changes in assets and liabilities:
Accounts receivable		92,364				89,248
Inventory		74,527				(82,983	)
Prepaid expenses and other current assets		(48,141	)			16,811
Accounts payable		(57,127	)			(27,798	)
Accrued expenses and other current liabilities		(5,386	)			(46,163	)
Deferred revenue		(18,898	)			(59,839	)
Net cash provided by (used in) operating activities		8,635				(30,142	)
Cash Flows from Investing Activities:
Purchase of property and equipment		(46,748	)			(40,900	)
Net cash used in investing activities		(46,748	)			(40,900	)
Cash Flows from Financing Activities:
Proceeds from issuance of 2028 Notes, net of discount		—				98,751
Repayment of 2024 Notes		(18,747	)			(83,446	)
Payment of debt issuance cost		—				(2,108	)
Proceeds from asset-based revolving credit facility		50,000				—
Repayment of asset-based revolving credit facility		(40,000	)			—
Repayment of mortgage payable		(354	)			(381	)
Principal payments on finance lease obligations		(469	)			(784	)
Payment of term license obligation		(7,882	)			(7,720	)
Proceeds from issuance of common stock		5				14,931
Tax withholding paid on behalf of employees for net share settlement		(1,860	)			(2,217	)
Net cash (used in) provided by financing activities		(19,307	)			17,026
Effect of exchange rate changes on cash		(862	)			(8,551	)
Net change in cash, cash equivalents and restricted cash		(58,282	)			(62,567	)
Cash, cash equivalents and restricted cash at beginning of period		173,859				189,203
Cash, cash equivalents and restricted cash at end of period(1)	$	115,577			$	126,636

Infinera CorporationCondensed Consolidated Statements of Cash Flows(In thousands) (Unaudited)

	Nine months ended
	September 28, 2024			September 30, 2023
Supplemental disclosures of cash flow information:
Cash paid for income taxes, net	$	18,205		$	9,955
Cash paid for interest	$	25,967		$	21,579
Supplemental schedule of non-cash investing and financing activities:
Property and equipment included in accounts payable and accrued liabilities	$	26,779		$	18,529
Transfer of inventory to fixed assets	$	—		$	1,207
Unpaid term licenses (included in accounts payable, accrued liabilities and other long-term liabilities)	$	16,380		$	16,510

(1) Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets (in thousands):

	September 28, 2024			September 30, 2023
Cash and cash equivalents	$	115,089		$	123,927
Short-term restricted cash		42			1,725
Long-term restricted cash		446			984
Total cash, cash equivalents and restricted cash	$	115,577		$	126,636

Infinera CorporationSupplemental Financial Information(Unaudited)

			Q4'22				Q1'23				Q2'23				Q3'23				Q4'23				Q1'24				Q2'24				Q3'24
GAAP Revenue $(Mil)			$	485.9			$	392.1			$	376.2			$	392.4			$	453.5			$	306.9			$	342.7			$	354.4
GAAP Gross Margin %				37.1	%			37.5	%			38.0	%			40.3	%			38.6	%			36.0	%			39.6	%			39.8	%
	Non-GAAP Gross Margin %(1)			38.7	%			38.8	%			39.3	%			41.9	%			39.6	%			36.6	%			40.3	%			40.4	%
GAAP Revenue Composition:
Domestic %				61	%			60	%			58	%			59	%			68	%			54	%			58	%			60	%
International %				39	%			40	%			42	%			41	%			32	%			46	%			42	%			40	%
Customers >10% of Revenue				1				—				1				1				1				—				—				2
Cash Related Information:
Cash from Operations $(Mil)			$	(0.6	)		$	(1.8	)		$	1.4			$	(29.7	)		$	79.6			$	24.0			$	(59.9	)		$	44.5
Capital Expenditures $(Mil)			$	8.3			$	16.8			$	10.8			$	13.3			$	21.4			$	8.1			$	14.6			$	24.0
Depreciation & Amortization $(Mil)			$	19.8			$	19.6			$	19.8			$	20.0			$	19.4			$	15.4			$	15.6			$	15.7
DSOs(2)				79				78				79				76				77				79				76				74
Inventory Metrics:
Raw Materials $(Mil)			$	48.7			$	67.6			$	85.4			$	110.4			$	133.6			$	132.5			$	119.4			$	105.2
Work in Process $(Mil)			$	66.6			$	71.8			$	71.9			$	69.9			$	68.4			$	68.6			$	68.7			$	67.6
Finished Goods $(Mil)			$	259.6			$	273.6			$	270.1			$	276.6			$	229.2			$	219.6			$	196.1			$	183.3
Total Inventory $(Mil)			$	374.9			$	413.0			$	427.4			$	456.9			$	431.2			$	420.7			$	384.2			$	356.1
Inventory Turns(3)				3.4				2.4				2.2				2.1				2.5				1.8				2.0				2.3
Worldwide Headcount				3,267				3,351				3,365				3,369				3,389				3,323				3,334				3,340
Weighted Average Shares Outstanding (in thousands):
Basic				219,921				222,393				225,922				228,077				230,509				231,533				234,349				235,832
Diluted				258,030				265,921				262,712				257,219				259,210				260,980				265,591				267,999
(1)	Non-GAAP adjustments include stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs and warehouse fire recovery. For a description of this non-GAAP financial measure, please see the section titled, “GAAP to Non-GAAP Reconciliations” of this press release for a reconciliation to the most directly comparable GAAP financial measures. For reconciliations of prior periods that are not otherwise provided herein, see the prior period earnings releases available on our Investor Relations webpage.
(2)	Infinera calculates DSO based on 91 days. Fiscal year 2022 was 53 weeks and the fourth quarter of fiscal year 2022 was 98 days. When calculation is based on 98 days, DSO was 85 days for the fourth quarter of fiscal year 2022.
(3)	Infinera calculates non-GAAP inventory turns as annualized non-GAAP cost of revenue, which is calculated as GAAP cost of revenue less stock-based compensation expense, amortization of acquired intangible assets, restructuring and other related costs and warehouse fire recovery, as illustrated in the reconciliation of gross profit above, divided by the average inventory for the quarter.