8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 4, 2019

_______________________________

FINISAR CORP

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	000-27999	94-3038428
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1389 Moffett Park Drive

Sunnyvale, CA 94089

(Address of Principal Executive Offices) (Zip Code)

(408) 548-1000

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $.001 par value	FNSR	NASDAQ Stock Market (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 September 4, 2019, Finisar Corporation issued a press release announcing its financial results for the first quarter of fiscal 2020, ended July 28, 2019. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

The information set forth under Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits 

Exhibit Number	Description
99.1	Press Release dated September 4, 2019
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FINISAR CORP
Date: September 4, 2019	By:	/s/ Kurt Adzema
		Kurt Adzema
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Finisar Announces First Quarter of Fiscal 2020 Financial Results

SUNNYVALE, Calif., Sept. 04, 2019 (GLOBE NEWSWIRE) -- Finisar Corporation (NASDAQ: FNSR), a global technology leader for subsystems and components for fiber optic communications, today announced financial results for its first quarter of fiscal 2020, ended July 28, 2019. Finisar will not hold an earnings call nor provide forward guidance for the second quarter of fiscal 2020 due to the previously announced proposed acquisition by II-VI Incorporated (NASDAQ: IIVI).

FINANCIAL HIGHLIGHTS – First Quarter Ended July 28, 2019
Summary GAAP Results	First			Fourth
	Quarter			Quarter
	Ended			Ended
	July 28, 2019			April 28, 2019
	(in thousands, except per share amounts)
Revenues	$	285,028		$	310,085
Gross margin		29.9	%		28.2	%
Operating expenses	$	94,798		$	98,579
Operating income (loss)	$	(9,533	)	$	(11,278	)
Operating margin		(3.3	)%		(3.6	)%
Net loss	$	(8,717	)	$	(14,151	)
Loss per share-basic	$	(0.07	)	$	(0.12	)
Loss per share-diluted	$	(0.07	)	$	(0.12	)
Basic shares		119,216			117,953
Diluted shares		119,216			117,953

Summary Non-GAAP Results (a)	First			Fourth
	Quarter			Quarter
	Ended			Ended
	July 28, 2019			April 28, 2019
	(in thousands, except per share amounts)
Revenues	$	285,028		$	310,085
Non-GAAP Gross margin		31.1	%		30.8	%
Non-GAAP Operating expenses	$	63,557		$	64,642
Non-GAAP Operating income	$	25,083		$	30,895
Non-GAAP Operating margin		8.8	%		10.0	%
Non-GAAP Net income	$	27,631		$	32,960
Non-GAAP Income per share-basic	$	0.23		$	0.28
Non-GAAP Income per share-diluted	$	0.23		$	0.27
Basic shares		119,216			117,953
Diluted shares		121,797			120,795

_____________

(a) In evaluating the operating performance of Finisar’s business, Finisar management utilizes financial measures that exclude certain charges and credits required by U.S. generally accepted accounting principles, or GAAP, that are considered by management to be outside of Finisar’s core ongoing operating results.  A reconciliation of Finisar’s non-GAAP financial measures to the most directly comparable GAAP measures, as well as additional related information, can be found under the heading “Finisar Non-GAAP Financial Measures” below.

Revenue Details for the First Quarter of Fiscal 2020: 

• Revenues for datacom applications decreased by $19.4 million, or (8.9)%, compared to the fourth quarter of fiscal 2019, primarily as the result of a decline in VCSELs arrays for 3D applications due to lower demand resulting from the timing of the new product cycle of a key customer, as well as lower sales of fibre channel transceivers.
   
• Revenues for telecom applications decreased by $5.6 million, or (6.2)%, compared to the fourth quarter of fiscal 2019, primarily as a result of a decline in sales of wavelength selective switches. 

SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This press release contains forward-looking statement concerning Finisar’s expected financial performance. These statements are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements are based on our current expectations, estimates, assumptions and projections about our business and industry, and the markets and customers we serve, and they are subject to numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate. Finisar assumes no obligation to update any such forward-looking statements. Forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from those projected. Examples of such risks include those associated with:  the uncertainty of customer demand for Finisar’s products; the rapidly evolving markets for Finisar’s products and uncertainty regarding the development of these markets; Finisar’s historical dependence on sales to a limited number of customers and fluctuations in the mix of products and customers in any period; ongoing new product development and introduction of new and enhanced products; the challenges of rapid growth followed by periods of contraction; intensive competition; the risk that our pending merger with II-VI does not close, due to the failure of one or more conditions to closing; uncertainty as to the market value of the II-VI merger consideration to be paid in the merger; the risk that required governmental approvals of the merger (including China antitrust approval) will not be obtained or that such approvals will be delayed beyond current expectations; the risk of litigation in respect of either Finisar or II-VI or the merger; disruption from the merger making it more difficult to maintain our customer, supplier, key personnel and other strategic relationships.  Further information regarding these and other risks relating to Finisar’s business is set forth in Finisar’s annual report on Form 10-K (filed June 14, 2019) and quarterly SEC filings.

ABOUT FINISAR

Finisar Corporation (NASDAQ: FNSR) is a global technology leader in optical communications, providing components and subsystems to networking equipment manufacturers, data center operators, telecom service providers, consumer electronics and automotive companies.  Founded in 1988, Finisar designs products that meet the increasing demands for network bandwidth, data storage and 3D sensing subsystems. The company is headquartered in Sunnyvale, California, USA with R&D, manufacturing sites, and sales offices worldwide. Visit our website at www.finisar.com.

FINISAR FINANCIAL STATEMENTS The following financial tables are presented in accordance with GAAP.

Finisar Corporation
Consolidated Statements of Operations
(Unaudited, in thousands, except per share data)
	Three Months Ended						Three Months Ended
	July 28, 2019			July 29, 2018			Apr 28, 2019
Revenues	$	285,028		$	317,336		$	310,085
Cost of revenues		197,627			236,155			218,513
Amortization of acquired developed technology		471			496			471
Impairment of long-lived assets		1,665			-			3,800
Gross profit		85,265			80,685			87,301
Gross margin		29.9	%		25.4	%		28.2	%
Operating expenses:
Research and development		52,151			62,874			51,133
Sales and marketing		12,107			12,480			12,000
General and administrative		13,234			12,643			14,396
Amortization of purchased intangibles		230			640			324
Impairment of long-lived assets		-			186			317
Startup costs		17,076			7,553			20,409
Total operating expenses		94,798			96,376			98,579
Income (loss) from operations		(9,533	)		(15,691	)		(11,278	)
Interest income		4,424			5,155			4,731
Interest expense		(6,423	)		(9,386	)		(6,447	)
Other income (expenses), net		(2,132	)		(1,789	)		325
Loss before income taxes		(13,664	)		(21,711	)		(12,669	)
Provision (benefit) for income taxes		(4,947	)		(3,222	)		1,482
Net loss	$	(8,717	)	$	(18,489	)	$	(14,151	)
Net loss per share attributable to Finisar Corporation common stockholders:
Basic	$	(0.07	)	$	(0.16	)	$	(0.12	)
Diluted	$	(0.07	)	$	(0.16	)	$	(0.12	)
Shares used in computing net loss per share - basic		119,216			115,867			117,953
Shares used in computing net loss per share - diluted		119,216			115,867			117,953

Finisar Corporation Consolidated Balance Sheets (in thousands)
	7/28/2019			4/28/2019
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	882,269		$	814,185
Short-term held-to-maturity investments		-			100,000
Accounts receivable, net		256,605			263,394
Inventories		320,555			299,028
Other current assets		40,179			44,224
Total current assets		1,499,608			1,520,831
Property, equipment and improvements, net		633,323			622,979
Purchased intangible assets, net		3,631			4,182
Goodwill		106,736			106,736
Other assets		62,413			15,462
Deferred tax assets		89,218			81,977
Total assets	$	2,394,929		$	2,352,167
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	119,628		$	132,440
Accrued compensation		33,343			31,804
Other accrued liabilities		66,163			49,495
Total current liabilities		219,134			213,739
Long-term liabilities:
Convertible notes		516,746			512,105
Other non-current liabilities		44,906			12,162
Total liabilities		780,786			738,006
Stockholders' equity:
Common stock		120			118
Additional paid-in capital		2,933,917			2,919,305
Accumulated other comprehensive income (loss)		(54,480	)		(48,565	)
Accumulated deficit		(1,265,414	)		(1,256,697	)
Total stockholders' equity		1,614,143			1,614,161
Total liabilities and stockholders' equity	$	2,394,929		$	2,352,167
Note - Balance sheet amounts as of April 28, 2019 are derived from the audited consolidated financial statements as of that date.

FINISAR NON-GAAP FINANCIAL MEASURES

In addition to reporting financial results in accordance with U.S. generally accepted accounting principles, or GAAP, Finisar provides the following financial measures defined as non-GAAP financial measures by the Securities and Exchange Commission: non-GAAP gross profit, non-GAAP operating income, non-GAAP income and non-GAAP net income per share. These non-GAAP financial measures are supplemental information regarding Finisar’s operating performance on a non-GAAP basis that excludes certain gains, losses and charges of a non-cash nature or that occur relatively infrequently and/or that management considers to be outside of our ongoing core operating results.   Management believes that tracking non-GAAP gross profit, non-GAAP operating income, non-GAAP net income and non-GAAP net income per share provides management and the investment community with valuable insight into our ongoing core current operations, our ability to generate cash and the underlying business trends that are affecting our performance.  These non-GAAP measures are used by both management and our Board of Directors, along with the comparable GAAP information, in evaluating our current performance and planning our future business activities.  In particular, management finds it useful to exclude non-cash charges in order to better correlate our operating activities with our ability to generate cash from operations and to exclude certain cash charges as a means of more accurately predicting our liquidity requirements.  We believe that these non-GAAP measures, when used in conjunction with our GAAP financial information, also allow investors to better evaluate our financial performance in comparison to other periods and to other companies in our industry.

In calculating non-GAAP gross profit in this release, we have excluded the following items from cost of revenues in applicable periods in this release:

• Amortization of acquired technology (non-cash charges related to technology obtained in acquisitions);
• Stock-based compensation expense (non-cash charges);
• Impairment of long-lived/intangible assets (non-cash charges);
• Reduction in force costs and other restructuring charges (non-core cash charges);
• Acquisition related retention payments (non-core cash charges); and
• Inventory write-off related to discontinued products (non-cash charges). 

In calculating non-GAAP operating income in this release, we have excluded the same items to the extent they are classified as operating expenses, and have also excluded the following items in applicable periods in this release:

• Discontinued product services fees (non-core cash charges);
• Acquisition related costs (non-core cash charges);
• Litigation settlements and resolutions and related costs (non-core cash charges);
• Amortization of purchased intangibles (non-cash charges);
• Start-up cash costs related to our Sherman VCSEL fab until we begin commercial production; and
• Impairment of long-lived assets/intangible assets (non-cash charges).

In calculating non-GAAP income and non-GAAP income per share in this release, we have also excluded the following items in applicable periods in this release:

• Imputed interest expenses on convertible debt (non-cash charges);
• Imputed interest related to restructuring (non-cash charges);
• Other interest income (non-core benefits);
• Gains and losses on sales of assets and other miscellaneous (non-cash losses and cash gains related to the periodic disposal of assets no longer required for current activities);
• Dollar denominated foreign exchange transaction losses (gains) (non-cash charges or benefits); and
• Amortization of debt issuance costs (non-cash charges).

In addition, in this release we have adjusted non-GAAP income and non-GAAP income per share for the difference between GAAP income taxes and non-GAAP income taxes.

A reconciliation of this non-GAAP financial information to the corresponding GAAP information is set forth below:

Finisar Corporation
Reconciliation of Results of Operations under GAAP and non-GAAP
(Unaudited, in thousands, except per share data)
	Three Months Ended						Three Months Ended
	July 28, 2019			July 29, 2018			Apr 28, 2019
GAAP to non-GAAP reconciliation of gross profit:
Gross profit - GAAP	$	85,265		$	80,685		$	87,301
Gross margin - GAAP		29.9	%		25.4	%		28.2	%
Adjustments:
Cost of revenues
Amortization of acquired technology		471			496			471
Stock compensation		2,926			3,806			4,527
Impairment of long-lived/intangible assets		1,665			-			3,800
Reduction in force costs		24			482			27
Acquisition related retention payment		-			12			-
Write off of discontinued product inventory		(1,711	)		1,671			(589	)
Total cost of revenues adjustments		3,375			6,467			8,236
Gross profit - non-GAAP		88,640			87,152			95,537
Gross margin - non-GAAP		31.1	%		27.5	%		30.8	%
GAAP to non-GAAP reconciliation of operating income (loss):
Operating income (loss) - GAAP		(9,533	)		(15,691	)		(11,278	)
Operating margin - GAAP		-3.3	%		-4.9	%		-3.6	%
Adjustments:
Total cost of revenues adjustments		3,375			6,467			8,236
Total operating expense adjustments
Operating expenses - GAAP		94,798			96,376			98,579
Research and development
Reduction in force costs and other restructuring		61			7,024			558
Acquisition related retention payment		-			29			(2	)
Stock compensation		6,317			6,175			5,230
Discontinued product service fees		-			313			-
Sales and marketing
Reduction in force costs and other restructuring		-			402			(18	)
Acquisition related retention payment		-			-			-
Stock compensation		2,335			2,146			2,034
General and administrative
Reduction in force costs and other restructuring		-			519			15
Stock compensation		4,143			3,017			4,194
Acquisition related costs		1,054			(2	)		876
Litigation settlements and resolutions and related costs		25			63			-
Amortization of purchased intangibles		230			640			324
Startup costs		17,076			7,553			20,409
Impairment of long-lived assets/intangible assets		-			186			317
Total operating expense adjustments		31,241			28,065			33,937
Operating expenses - non-GAAP		63,557			68,311			64,642
Operating income - non-GAAP		25,083			18,841			30,895
Operating margin - non-GAAP		8.8	%		5.9	%		10.0	%
GAAP to non-GAAP reconciliation of income (loss) before income taxes:
Loss before income taxes - GAAP		(13,664	)		(21,711	)		(12,669	)
Adjustments:
Total cost of revenues adjustments		3,375			6,467			8,236
Total operating expense adjustments		31,241			28,065			33,937
Other interest income		-			-			-
Non-cash imputed interest expenses on convertible debt		5,464			7,927			5,420
Imputed interest related to restructuring		10			20			12
Other (income) expense, net
Loss (gain) on sale of assets		1			(77	)		(75	)
Foreign exchange transaction (gain) or loss		2,433			1,921			(332	)
Amortization of debt issuance cost		231			385			231
Total interest and other adjustments		8,139			10,176			5,256
Income before income taxes - non-GAAP		29,091			22,997			34,760
GAAP to non-GAAP reconciliation of net income (loss):
Net loss - GAAP		(8,717	)		(18,489	)		(14,151	)
Total cost of revenues adjustments		3,375			6,467			8,236
Total operating expense adjustments		31,241			28,065			33,937
Total interest and other adjustments		8,139			10,176			5,256
Income tax provision adjustments		(6,407	)		(4,922	)		(318	)
Total adjustments		36,348			39,786			47,111
Net income - non-GAAP	$	27,631		$	21,297		$	32,960
Basic non-GAAP income per share
GAAP earnings per share	$	(0.07	)	$	(0.16	)	$	(0.12	)
Impact of all non-GAAP adjustments	$	0.30		$	0.34		$	0.40
Non-GAAP earnings per share	$	0.23		$	0.18		$	0.28
Diluted non-GAAP income per share
GAAP earnings per share	$	(0.07	)	$	(0.16	)	$	(0.12	)
Impact of all non-GAAP adjustments	$	0.30		$	0.34		$	0.39
Non-GAAP earnings per share	$	0.23		$	0.18		$	0.27
Shares used in computing non-GAAP income per share
Basic		119,216			115,867			117,953
Diluted		121,797			117,191			120,795

Finisar-F

Investor Contact:
Kurt Adzema
Chief Financial Officer
408-542-5050 or Investor.relations@finisar.com

Press contact:
Victoria McDonald
Director, Corporate Communications
408-542-4261

XML

Cover	Sep. 04, 2019
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 04, 2019
Entity File Number	000-27999
Entity Registrant Name	FINISAR CORP
Entity Central Index Key	0001094739
Entity Tax Identification Number	94-3038428
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1389 Moffett Park Drive
Entity Address, City or Town	Sunnyvale
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94089
City Area Code	408
Local Phone Number	548-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $.001 par value
Trading Symbol	FNSR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Elected Not To Use the Extended Transition Period	false