Jeff Hustis - Infinera Corp. Thomas J. Fallon - Infinera Corp. Brad D. Feller - Infinera Corp. David F. Welch - Infinera Corp. David W. Heard - Infinera Corp..

Rod Hall - Goldman Sachs & Co. LLC Vijay Bhagavath - Deutsche Bank Securities, Inc. Simon M. Leopold - Raymond James & Associates, Inc. Alex Henderson - Needham & Co. LLC George C. Notter - Jefferies LLC Jeffrey Thomas Kvaal - Nomura Instinet Michael E. Genovese - MKM Partners LLC Samik X.

Chatterjee - JPMorgan Securities LLC Tim Savageaux - Northland Securities, Inc. Jim Suva - Citigroup Global Markets, Inc..

Welcome to the Third Quarter Year 2018 Investment Community Conference Call of Infinera Corporation. All lines will be in a listen-only mode until the question-and-answer session. Today's call is being recorded. If anyone has any objections, you may disconnect at this time. I would now like to turn the call over to Mr.

Jeff Hustis of Infinera Investor Relations. Jeff, you may begin..

Thank you, Operator. Welcome to Infinera's Third Quarter of Fiscal 2018 conference call. A copy of today's earnings and CFO Commentary are available in the Investor Relations section of our website. Additionally, this call is being recorded and will be available for replay from the website.

Today's call will include projections and estimates that constitute forward-looking statements; including but not limited to, statements about our business, plans, products and strategy, statements about our acquisition of Coriant, integration plans and synergies, as well as statements regarding our fourth quarter outlook.

These statements are subject to risks and uncertainties that could cause Infinera's results to differ materially from management's current expectations.

Actual results may differ materially as the result of various risk factors, as included in our most recently filed 10-Q as well as the earnings release and CFO Commentary furnished with our 8-K filed today.

Please be reminded that all statements are made as of today, and Infinera undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this call. Today's conference call includes certain non-GAAP financial measures.

Pursuant to Regulation G, Infinera has provided a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures in its third quarter earnings release and CFO Commentary. I will now turn the call over to our Chief Executive Officer, Tom Fallon..

first, significant cost-savings from synergies that should deliver a profitable business in the near-term; second, some expanded customer traction with Tier-1s and ICPs, scale that allows investments needed to win in the market; third, vertical integration of our optical engine over a broad end-to-end solutions portfolio as a cornerstone of a differentiated business model.

I'd like to talk about each of these areas so you'll understand why I'm so excited about the future. First, on synergies, as a reminder, we're committed to deliver $100 million in synergies in 2019 and expected additional $115 million (00:03:04) in synergies combined over 2020 and 2021.

In order to achieve these goals, we have detailed quarter-by-quarter plans in place and are executing on our first phase now. We have already achieved millions of dollars in run rate, COGS (00:03:18) reductions through supplier negotiations and taken specific actions to lower spend across the combined company.

We will continue to relentlessly execute on this plan through 2018 and plan to enter 2019 with a fundamentally lower expense base. A little over a month after closing the deal, we now see delivering more synergies than expected in 2019.

This should deliver significant improvements to our bottom line and drive the expectation of achieving non-GAAP profitability by the end of 2019. In addition to driving synergies on the integration front, we have established our senior leadership team with a mix of Infinera and Coriant personnel.

This team recently met in Chicago and I came away inspired by the team's passion and determination to make the hard decisions, deliver results and take the new Infinera to the next level. Beyond senior leadership, I am energized by the capabilities and enthusiasm that Coriant employees bring to the company.

This talent infusion strengthens our ability to address the work that is required today in order to realize the opportunities in 2019 and beyond. Now to customers. We have a clear vision to help our customers win if their markets by delivering the unique value of the new Infinera.

I am pleased that our combined solutions roadmap is already in place, and that we're actively engaging new and existing customers on opportunities. Customer feedback regarding the acquisition has been exceptionally positive.

We have a strengthened position with service providers to expect end-to-end solutions that utilize efficient hardware and software-enabled automation capabilities to lower operating expenses. Coriant software and disaggregated IP Edge solutions bolstered the value of our offering to the largest Tier-1s in the world.

In combination with Infinera's leading optical technology, these customers now see a differentiated solution to their traditional approach. To date, customer interaction has been positive with several new opportunities open for us to pursue.

For example, the carrier that is in the late stages of testing our DTN-X for long-haul applications, after reviewing our new portfolio, they were insistent we deliver units of our new Vibe and POD metro access solution to their lab. That equipment is planned to be installed in December for opportunities in 2019.

In DCI we have added three of the top six ICPs in the world. These customers have deployed their Groove, which now boasts more than 70 customers and is on track to nearly double revenue in FY 2018. In metro, we have an improved position for fiber-deep opportunities with cable operators and the emergence of 5G services.

We recently announced our high-density Ethernet aggregation product, which in combination with the Layer 3 (00:05:47) Vibe offering from Coriant, and ICE4 transport, delivers a unique solution for metro access.

Finally, on vertical integration technology, we now (00:05:58) have detailed plans in place to deliver Infinera's optical engines broadly across our new portfolio. Doing so will drive better margins by substantially lowering the combined company's cost structure as we take advantage of both the power of integration and the leverage of scale.

As we announced, ICE5 recently carried live customer traffic on a segment of Telia Carrier's network, an industry's first for 600 gig.

ICE6, which builds upon the architecture of ICE5 and is designed to deliver 800 gig per wave, will be leveraged across our full set of high-capacity platforms, including mTera and Groove, and remains on schedule for delivery to the market beginning in 2020.

In summary, this acquisition brings us all the ingredients needed to build an end-to-end optical network based on industry-leading optical engines. We now believe we have the customers, technology and scale necessary to win and to create a differentiated business model. Now to Q3, which is a quarter of strong accomplishments and overall progress.

Revenue for stand-alone Infinera in Q3 was $200 million, representing 4% year-over-year growth and driven by continued strength in our APAC region. As we outlined in our last earnings call, with a wider than typical revenue guidance range, we had a few key deployments with timing that fell on the cusp of Q3 and Q4.

Revenue came at the lower end of our $200 million to $220 million range due to this timing. With gross margin and expenses being better than our midpoint guide, earnings were slightly better than the midpoint.

Q3 was a significant quarter for establishing footprint and ramping our refreshed product portfolio led by AOFX-1200 deployments and complemented by the XT-3600 beginning to generate revenue. In Q3 we added 16 new ICE4 and 8 new XTM customers to our roster while completing a combined 39 ICE4 trials and XTM trials.

In subsea, our ICE4 products continue to bring us new opportunities by delivering clear optical performance leadership, leadership that is earning us business and new customers.

In Q3, we set another record for trans-Atlantic optical performance with ICE4 enabling transmission of 24 terabits of capacity down a (00:08:05) single trans-Atlantic subsea fiber.

For the subsea market, spectral efficiency is the most important buying criteria, and we see ICE4's industry-leading performance building a pipeline of opportunities for us over the upcoming quarters; including recently being awarded three key subsea deals that we anticipate will generate revenue in the first half of next year.

Optical leadership also enhances the value proposition of our Open ICE initiative. The disaggregated portion of our industry is the fastest growing segment, forecast to grow about 25% a year and is expected to be a $2 billion market by 2021.

With our proven optical leadership and commitment to Open, we create the opportunity for customers to rethink how they build networks and who they look to buy from. In 2018, we have 30 Open trials completed or currently in progress and (00:08:53) Open ICE win in Q3.

Open ICE wins and trials are exceptionally important as they create opportunity with customers in markets that we have not yet penetrated. Open ICE customers have access to leading optical performance and enjoy the value of our Instant Bandwidth approach without having to rebuild (00:09:09) infrastructure.

ICE4 success is also accelerating adoption of our unique Instant Bandwidth approach. With Instant Bandwidth customers have the ability to create connectivity with utility-like availability. Our customers only need to pay for the capacity when their customers actually need it.

And like other utilities we all use, creating the capacity is not much more complicated than flipping a switch. To date, our XT-3600, which has 2.4 terabits of embedded capacity, is being adopted 100% with Instant Bandwidth.

This platform, which began shipment in Q3, will have an installed base of almost 500 terabits of installed capacity by the end of this year with only about 100 terabits haven't been paid for. Our customers understand the value of being able to deploy the capacity they need today with the scale they will need without ever having to touch the box.

While this puts short-term pressure on our margins, we create a value proposition that delivers expanded software margin to us in the future as our customers move to usage-based network design.

Combining the attributes of optical leadership, our ease of deployment in Open and disaggregated networks and our unique approach to Instant Network with carrier customers, we expect shipments of ICE4 capacity to grow around 80% from Q2 of this year to Q4.

While we're on track with the strategy and plans we made when we announced the acquisition and continue to successfully ramp ICE4 into the market, we are seeing some customers delay their purchasing decisions until they better understand the combined company's future product direction.

We anticipated this but the impact is turning out to be larger than expected. Our top priority is spending time with these customers and clearly explaining our specific plans. While the meetings to date have been positive, we do expect near-term challenge in the top line as we work to reverse this pause.

In conclusion, one month into the integration, the deal thesis remained strong and I am confident in Infinera's long-term opportunity. We're on track to exceed our 2019 committed synergies. We have greatly expanded our Tier-1 scale customer base and are winning new deals.

These ICE4 based opportunities are increasingly based on our unique Instant Network model, which compresses margin upfront while creating significant margin accretion over time. We continue to demonstrate optical leadership with ICE and have specific plans to drive vertical integration across our broader portfolio.

And we have a passionate team of people and leaders who believe in the opportunity that we have before us. As we prepare to finish 2018 and launch into 2019, we do so as a materially different company with a materially better opportunity. At Infinera we have never been more excited about our future.

With that, I'd like to thank our customers, partners, and shareholders for their ongoing commitment to Infinera and to thank our employees for their dedication. I'll now turn the call over to Brad to discuss the financials..

Thanks, Tom, and good afternoon, everyone. Today I will discuss Q3 highlights for the Infinera core business, provide our outlook for the combined company for Q4, and share some color on our outlook for 2019. The detailed recap of our Q3 results is available in the CFO Commentary on our Investor Relations website.

In Q3, revenue was $200.4 million, representing a 4% increase year-over-year and a 4% decrease sequentially. Q3 was another strong quarter of ICE4 sales as we added 16 new ICE4 customers in the quarter, many on the new AOFX-1200 and XT-3600 platforms.

Our new technology continues to win in the market, and I'm excited about some deals which we have won with ICE4, which have not yet begun to ship. Despite the overall strength in the quarter, we did experience a delay on one large order from an ICP customer, which caused our revenue to come in at the low end of guidance.

This order has since been received and shipped. Relative strength in the quarter continued to be driven by the APAC region as we had both higher volumes with our largest customer and also recognized our first meaningful piece of revenue from a large new Tier-1 in Southeast Asia.

This strength was more than offset by lower sequential revenue from our cable vertical. This decrease was anticipated as spend from cable customers tends to be lower during the second half of the year.

Now turning to margins; non-GAAP gross margin in Q3 was 38.4%, near the higher end of our guidance range of 36% to 40%, largely attributable to another strong quarter of high margin Instant Bandwidth license sales.

As we mentioned on the last earnings call in August, we anticipated starting to deploy several large new footprint opportunities which would put pressure on gross margin in the short term but represent exceptional opportunities for both revenue growth and margin expansion over time.

We deployed several of these networks in the third quarter, with more of them to come in Q4.

In addition, as Tom mentioned, the newer ICE4 products targeting the service provider portion of the market are being deployed by a large percentage of customers utilizing our unique Instant Bandwidth model instead of buying full line cards like they had historically.

Initially, Instant Bandwidth sales are lower because we incur all the costs upfront and only recognize revenue for the portion of the capacity the customer starts with. Over time, however, our margin should benefit substantially from this model as customers will buy 100% margin licenses to add capacity to their deployed networks.

This model allows us to maximize our overall gross margin on deals. Turning to OpEx, non-GAAP operating expenses were $82.2 million in Q3, down from $92.8 million in Q2 and below our $84 million to $88 million guidance range.

This result stems from our close scrutiny of every dollar we spent in anticipation of the closure of the acquisition, as well as the one-time benefit from adjusting down our incentive compensation accruals for the year based on the revised forecast.

In Q3, on a non-GAAP basis, we had an operating loss of 2.6% and a net loss of $0.04 per share, with both metrics better than expected.

On a GAAP basis, we incurred a net loss of $0.21 per share, with stock-based compensation expense, amortization of intangibles and other acquisition-related costs being the largest drivers of the difference between our GAAP and non-GAAP results.

With the addition of the Coriant portfolio of solutions and their broad customer base, I'm excited about our opportunity to significantly outgrow the market over time. I believe the Groove nicely complements our Cloud Xpress solutions and opens opportunities with several ICPs that are not current DCI customers.

Shipments of Groove chassis were at a record level in Q3, and we look forward to the opportunity to fill these chassis with transponders over future quarters. In addition, the mTera provides a tool for us to attack the fast-growing metro core, an outstanding addition to our existing metro solutions.

Finally, with service providers increasingly looking for software to automate their networks, driving efficiencies and ultimately saving them operating costs, the SDN automation suite that Coriant brings to the company provides another strong tool in our portfolio.

Looking forward, my expectation is that as a combined company, we will endure a couple quarters of challenged revenue as customers have paused spend, taking time to assess our new roadmap and support plans for existing products, as well as aligning contractual arrangements.

I believe this is a temporary phenomenon that was most pronounced on the Coriant side in Q3. We are working through this pause by actively engaging with customers and demonstrating the combined capabilities of the new Infinera.

While the feedback from customers we have met so far is that they believe in the opportunity of the combination, we are still uncertain when they will turn back on spend. While we continue to win new opportunities, given the size and complexity of these deals, several of these are looking as though they will likely not operationalize until 2019.

The combination of these two items is putting pressure on the short-term revenue outlook, and thus our current expectations for Q4 revenue are $325 million, plus or minus $10 million. Also for the fourth quarter, the inclusion of the cost structure of the acquired Coriant business will have a significant impact on our margin levels.

We are confident in our ability to improve the gross margin of the acquired business over time through synergies and vertical integration. In addition, the continued impact of lower margins from new footprint wins and the further shift to Instant Bandwidth-enabled ICE4 hardware will put pressure on near-term gross margin levels.

The first half of 2018 represented customers primarily utilizing full systems versus Instant Bandwidth. But with the release of the ICE4-based products for the service provider market, we are seeing substantially all customers utilizing Instant Bandwidth.

As many of these systems are being turned up with minimal initial bandwidth, our ability to sell large amount of follow-on licenses is exceptional. We experienced the Instant Bandwidth margin benefit with our Gen 3 (00:18:14) offerings in the past, and are excited about an even better opportunity with our ICE4-based solutions.

The combination of these impacts on the short term lead us to a Q4 non-GAAP gross margin estimate of 30%, plus or minus 200 basis points.

In Q4, as we begin to drive the initial phase of the synergies, we are focused on optimizing the forward-looking product and solutions (00:18:37) portfolio and rightsizing our combined organization, while continuing to fund key initiatives.

As a result, we currently anticipate total non-GAAP operating expenses to be approximately $140 million, plus or minus $5 million. Putting it all together, primarily due to the lower initial gross margins of the combined business, we project a non-GAAP operating loss of approximately 13% for the fourth quarter.

Below the line as a result of the $400 million of convertible debt we raised in the quarter, we expect both interest expense and interest income to increase in the fourth quarter.

With respect to tax, the combined company has significant NOLs and thus our ongoing tax expense will continue to be driven largely based on local tax or cost-plus (00:19:23) entities throughout the world. We expect tax expense for the near term to be approximately $2 million to $3 million per quarter.

In Q4, we currently project a non-GAAP loss of $0.28 per share, plus or minus a couple of pennies with the GAAP results significantly lower due primarily to stock-based compensation, amortization of intangibles and other acquisition-related expenses.

Looking ahead, based on the positive conversations with customers since the acquisition closed, we expect that spending will begin to pick up during the first half of 2019, with some initial revenue growth in Q1 but a more substantial rebound starting in Q2.

Giving me additional confidence of revenue growth in 2019 is the fact that we have recently won and are well-positioned on several additional large, multiyear opportunities across multiple end markets and geographies.

My expectation for 2019 is that we can achieve revenue in excess of $1.4 billion, which provides the initial scale to create a differentiated profitable business over time.

For gross margin, we have plans in place which will drive significant cost reductions through supply chain rationalization and leverage, as well as activities to significantly lower our fixed cost infrastructure, yielding gross margin improvements in 2019.

With our new end-to-end portfolio, we plan to continue to be aggressive to win new footprint with both existing and new customers. In addition, we will continue to utilize Instant Bandwidth, as pre-deploying bandwidth enables our customers to be very responsive to their customers' needs, allowing them to win in their market.

We believe that this is a key differentiator for Infinera as the market moves to usage-based network deployments. Despite margins currently being under pressure, we believe this is the right long-term strategy to win market share and drive differentiated bottom-line results.

In relation to operating expenses, as the year goes on we expect to continue to drive execution on the integration, including delivering on our committed synergies. This will allow us to drive expenses down over the course of the year.

We anticipate that over the course of 2019, as we drive the synergies and gain traction in the market, the results should steadily improve, allowing us to achieve non-GAAP profitability by the end of the year.

Only one month after the close of the Coriant acquisition, I believe we are well on track to realize the significant benefits on the key aspects of the deal.

First, there have already been significant work done to validate the significant synergy opportunity, and I'm pleased to say that the synergies for 2019 are proving to be larger than we anticipated. Second, we have active engagements in both our existing customer base and also the new Tier-1s and ICPs we gained as a result of the deal.

The customer feedback has been very positive, and I believe that as we continue to work with these customers, we have the ability to significantly grow revenue. This will not only allow us to grow the top line, but will also allow us to make the investments needed to continue to win in the market.

Third, we continue to make strong progress with the development of ICE6, which will be the vehicle to insert our vertical integration capabilities into the Coriant portfolio.

This expanded use of our unique (00:22:42) technology will magnify the leverage of our manufacturing infrastructure and significantly lower the cost structure, allowing us to once again be the leader in financial performance in the industry.

In conclusion, with the Coriant deal now closed, I believe we are in a better position to sustainably win in the market and generate differentiated margins over time. I'm confident we will work through our near-term challenges and ultimately realize the substantial opportunities of the acquisition.

With that, I'd like to turn it over to the operator to begin the Q&A portion of the call..

Thank you. In the interest of time, we do ask that you keep it to one question and one follow-up. And our first question will come from Rod Hall with Goldman Sachs. Please go ahead..

Yeah. Hey, guys, thanks for the question. So I guess, Brad, I wanted to ask you what you think the free cash flow looks like in December, and kind of anything you can tell us about what you're thinking on trajectory there, given things are weaker I guess than you guys maybe anticipated. And then I've got a follow-up..

Yeah. So, we'll clearly burn cash, Rod, in the fourth quarter. We're actively working the synergy of the opportunity, but I can tell we can put in a lot of those synergies with the results that are there. We'll clearly burn a reasonable amount of cash.

We did enter the quarter even after paying off the Coriant close with over $300 million of cash, so it's kind of an expected piece as part of the plan..

And what do you – Brad, can you just say like when you think that (00:24:30) get through back to positive free cash flow? Do you think it's middle of next year or give us any idea on the trajectory there?.

Yeah. So we've said that we expect to get back to non-GAAP profitability by the end of the year. It will be touch-and-go whether it's the fourth quarter we start generating cash again or it's early in 2020..

Okay.

And then the other thing – this one's more for Tom, I guess, but the other thing that we've been wondering is strategically, what customers do you guys feel – now that it's a much larger combined entity, do you really feel like you've got to – I guess, how important are the Tier-1s to the business now? Do you think that strategically you really need to go after them and win them in order to have positive trajectory on this business if you look out two or three years, Tom? Just curious how you're thinking strategically about the customer set now that the company is a lot bigger..

Yeah. I think the Tier-1s are strategically important to us. And one of the things that Coriant brings to us is deep and long-term relationships with some significant Tier-1s not only in North America but around the world. But they also bring some significant Tier-1 scale types of relationships outside the traditional classification of Tier-1.

At our size, I think it's imperative that we have very large-scale relationships. We need to continue to win new customers in all markets, but the – and the Tier-1s still spend about two-thirds of the overall CapEx in our industry. And I think that we're going to continue to drive disaggregated.

We're going to continue to drive Open, and we're going to continue to drive our relationships with the Tier-1 now with a complete portfolio that should satisfy all of them end to end..

And let me just say the reason, and I know you know this, but the reason I ask that question is because those Tier-1s tend to suck up a lot of development resource, and we're a little worried.

I think some investors may be a little bit worried about what happens to the Tier-2 and 3 customers out there if you guys are over-rotating to those people because you need that scale..

Yeah. We're not going to over-rotate certainly, Rod. We have a portfolio today that is being bought by Tier-1s around the world as does the Coriant side. The combination of the two, we have exceptionally good portfolio end to end with an orchestration and SDN layer on top of it.

I think the significant challenge that Infinera had on its own was we didn't have a complete end to end. I think the challenge that Coriant had was they were a private equity owned company, and that's been abundantly clear as we've talked to customers. We've eliminated in my mind both of those detriments.

Do I think that these relationships are going to start creating huge money for us in the short term? I don't. We have to go earn it. But we now have a seat at the table with the largest carriers in the world.

We have in my mind a receptive audience that wants to continue to leverage what we've done both as Coriant and Infinera separately, and I think we start from a good position in a much stronger place than we've ever been. From a Tier-2 and Tier-3 perspective, that's been our bread and butter.

We continue to win new business, and I think that there's going to be a huge amount of opportunity. And I actually see the disaggregated and Open creating a lot of traction in that space, and I think we are going to go win market share based upon that..

Okay. Appreciate it, Tom. Thank you..

And our next question comes from Vijay Bhagavath with Deutsche Bank. Please go ahead..

Yeah, hey, good afternoon, Tom, and to your team..

Hello, Vijay..

Yeah, hi. Yeah. I think my question is on like with the – any deal having well-defined synergy targets, top line and bottom line, very important for us on the sell-side and also for investors. So just walk us through, Tom, on some of the near-term synergy objectives top line and bottom line.

Just brainstorming here, would the near-term objective in the top line be, for example, like adding new logos or new insertion points for Coriant and like upselling Infinera into the Coriant Tier-1 customer base? And on bottom line would it be like surgically attritioning some of Coriant's portfolio, perhaps inserting your chipsets and photonics into the Coriant platforms? Just walk us through the near-term top line and bottom line synergy targets.

Thanks..

Yeah. The top line I'm going to answer the question and I'm going to ask David to talk about the bottom line because he's the guy that's driving the integration and the synergies. On the top line, I think there's huge amount of opportunity. The first thing we have to do is turn around what I would consider this pause or dis-synergy.

As we've talked to customers, it's clear that there was a bit of anxiousness. And I think it was actually started prior to us announcing that we were buying Coriant.

And I think when the prior PE guys took over from Marlin in February, I think it started creating an amount of concern in the customer base, and we saw significant dis-synergy in bookings from Coriant in Q3. In Q4 that's starting to recover.

As we have gone and talked to customers, we're seeing a recovery in Q4 though not to the levels that they were at before or historically we would expect. I think the huge opportunity for us to work with the Coriant opportunity, there's that one long-haul I mentioned where we are in the final stages of testing and approval.

We are over there talking to them about the new portfolio. And by the end of the meeting, they were insistent that we had the Coriant Vibe and POD into their lab. There are a lot of opportunities for leveraging our mix portfolio.

In some of our larger carrier customers, we are working with the Coriant team on a lot of their migration services and also getting ready for 5G. I think there's a great opportunity for cross-sell and a great opportunity for leveraging the combined portfolios, both from software and hardware. It just takes a little bit of time.

David, if you would talk about the cost synergies..

Yeah. So I think as Brad and Tom mentioned in the commentary, we are – good news is we're ahead of the synergy targets that we had kind of set for 2019.

We have 14 functional teams, a dedicated team that's being audited by two outside consulting firms to ensure we're getting absolutely not only the operational efficiency from a process perspective and customer experience, but that's yielding bottom-line results. Everybody has clear targets that we monitor on a weekly basis.

Examples of those in OpEx, it's obviously relieving (00:31:06) duplicate functions, and we're 30 days in, and again feeling confident that we put the right numbers up prior to the deal and actually they were conservative. So we are over-achieving those in areas like G&A, marketing, and sales that you can imagine.

As we take a look at the cost elements, we've done a very nice job with both our contract manufacturing partners, as well as some our key supply chain partners and already sitting down in the first 30 days and negotiating as we anticipated more favorable terms for the combined entity going forward.

I would tell you that those synergies as you know when you have inventory, take a while to then blow through the system and get achieved, so as we get in the second quarter, third quarter, fourth quarter, we have those mapped out on a quarterly basis, and again, feel like we are ahead of schedule.

I think Brad mentioned in Q3, you already saw a bit of that moderated OpEx. Again, you'll see that continue in Q4 and beyond. So....

Yeah. In regard, Vijay, you asked about incorporating our vertical integration into the Coriant platforms, I am explicit – yeah, it is part of the long-term value proposition of why we did this deal. Putting the ICE6 into the Groove, putting ICE6 into the mTera is imperative. We now have very specific plans and engineering teams working on that.

ICE6 continues to remain on track, so nothing is done until it's done, but we've got a lot of internal proof points, including the demonstrable carrying of live traffic with ICE5.

I believe that that will allow the Coriant cost structure to move from quite frankly inferior to ours by quite a bit to be more in line with what Infinera has historically been. I consider it a mandatory part of what we're doing and we are committed to that plan in 2020..

Okay. Thank you, very helpful..

Thanks, Vijay..

And the next question comes from Simon Leopold with Raymond James. Please go ahead..

Thank you for taking my question. I wanted to see where you were in terms of the timeline or milestone of communicating with your customers regarding product pruning strategy.

I would imagine that part of the process is hearing from the customers to understand and set priorities, but just wondering how long that process should take and when you'd communicate to customers which product would be eliminated and which would be maintained..

Yeah, it's a really good question. This is David Heard. So again, we closed officially the transaction, obviously, on the 1st of October. So we actually had together a preliminary view of that.

I think in this deal versus prior deals that have been done both micro in this space and macro in the telecom space, there's typically quite a bit of product overlap. And I think the uniqueness both in terms of end-to-end solutions in our vertical integration is in this case it really is less than 20% overlap.

And so some of the nervousness that we saw from our customers is a bit unfounded when we get out to them with that actual roadmap and have that dialogue. So already in the first 30 days, we've been out to a couple dozen of those customers. We had 85 of them lined up to be able to get out to be able to have that discussion.

I would imagine that we would see that continue through the remainder of this quarter and into first quarter hot and heavy as they commit their capital budgets going forward.

I think when we look at history and look at again similar deals in our particular micro, as well as the macro, we see that similar effect of a, call it, temporal pause in orders; albeit in those cases, there were overlaps of 50% or greater in the product portfolio.

So we've got a big focus on that because, obviously, that's the real upside in revenue synergy as we integrate the business, create the end-to-end portfolio, and then drive the economies of scale as well as growth going forward..

Yeah, Simon, all of us were spending as much time with customers as we can, and I think you're right, we're positioning this not as a here's what we're doing to you, but laying out where we're at, listening to their concerns. And as David said, there's only about a 20% product overlap.

And from a customer base, we only have three customers that have overlapping product applications. Those customers have to worry a little bit about what's my second source strategy now. So far, I haven't seen anybody do anything that I would consider overreactionary. We are in that process of talking to the customers.

We've already made some decisions about what is and isn't going forward; nothing that hurts customers in the short term. We have a sales meeting for the global sales force in the middle of January, and we'll be 95% locked and loaded by that time because our sales guys are obviously anxious to go out and hunt..

Great. That's very helpful. So to follow up, at the call when you announced the deal in July, Brad had indicated an expectation of exiting 2018 with a $1.6 billion run rate, and now we're looking at 2019 at about $1.4 billion, and so there's a gap and you cited the pause.

So the pause makes sense to me that we'd see this pause affecting the current quarter.

Could you help us understand what you see as the delta for 2019?.

Yeah. I think it's – let me explain it from my perspective. We expected a pause – if you look over the history, there's always some amount of pause. The pause is actually at a bigger magnitude, particularly on the Coriant side than we had anticipated.

It's recovering in Q4, but we don't want to be overly optimistic and set a benchmark of rising too much, not creating appropriate levels of synergies and negatively surprising. As we said on the call – carefully said, we see Q1 actually rising in revenue over Q4.

We are trying to take a thoughtful relatively moderated view to next year and have numbers that will drive the necessary synergies to create a profitable company sooner rather than later. Do I think that there's opportunity to exceed? Of course I do. If we go back to historic levels, we will exceed those numbers.

But we don't serve anybody well by overcommitting on that, so we're going to take a conservative approach. I do see Q1 starting to increase off of a Q4 in an industry that's typically 15% down in Q1. Nothing is done until it's done, but I can touch that..

That's very helpful. Thank you very much..

Our next question comes from Alex Henderson with Needham & Company. Please go ahead..

Well, I thought I'd go lowball and just start off with some real basic stuff.

Can you tell us what the basic share count and the fully diluted share count is, what the tax line is, and your assumption for the fourth quarter? And what's your interest expense income line would be for the fourth quarter in the guide?.

Yeah. So the share count, Alex, is 175. The tax is similar to the past, not necessarily a rate but about $3 million. And then interest expense and net of interest income is couple million dollars..

And what would the share count be if you were profitable?.

It would add another probably 20 million shares..

Okay.

And then as we're looking out into CY 2019 and for that matter even for the first – for the fourth quarter here, can you talk a little bit about the trajectory of your margins? How much when we look at the 30% number, is the margin on product versus service? And how do you see that trajecting across the year? Is most of the improvement coming in the product side or a similar amount in service? And how much improvement do you think you can get as we go through 2019? Thanks..

Yeah. So, Alex, there'll be improvements in both product and services margins. Obviously, when you look at two service organizations, there is a fair amount of overlap both in infrastructure from a people perspective, but also from the depos, all those different things that are out there.

From a product side of things, we talked about getting the supply chain aligned, going and driving synergies on that side of things. So I think you'll see significant opportunities on both. Obviously starting, the services margins are much higher than the product margins as they have been historically, but I think you'll see improvements in both.

And you'll see us make changes going into next year, but then continue to chip away at things as the year goes on. As David mentioned, some of the things from an inventory perspective will take some time to work through the system, but the negotiations so far have been very good, very strong.

We have some great partners from a supply perspective that are excited to do business with the new Infinera..

Yeah. I want to comment on margin. And I tried to lace this through my script pretty explicitly, but this is so important that I think people need to understand. When I talk about 100% of our 3,600 products going out with Instant Bandwidth instead of anybody buying it full, that is a huge opportunity.

First of all, we see the market moving to a usage-based design. If I'm a network operator, why wouldn't I, if it's available, go to usage-based design? I only pay for what I need at the point of time when I'm getting paid for it.

I think this is a trend that's going to grow, and we're the only people in the industry that can do that with our infrastructure. Second of all, our XT-3600 and AOFX-1200 go out with 2.4 terabits. It's a lot of capacity. But it goes (00:41:12) – reminds me back when we introduced the DTN, the line card was 100 gig.

The number of people told us like, holy cow, 100 gig is just way too much for a line card, who could use that much? While bandwidth (00:41:24) is growing 40% to 60% a year, it doesn't take too long for base – that too much to become not enough.

I think the opportunity we're creating with our Instant Bandwidth with 500 terabits of capacity going out in six months on a new platform, 100% Instant Bandwidth with only about 20% paid for, it's a staggering opportunity. Does it cost us margin upfront? Absolutely. Is it painful? Absolutely.

Are we buying a franchise and a continuity of very, very high margin in the future? We are. When they need their next 100 gig or terabit, it's coming to us. So I think that it's a really important thing for you to understand that while we anticipated high bandwidth to go up, the fact that it's gone to 100% is remarkable..

Just to be clear, are we starting off around 26% to 28% on product growth and around 45-ish in service growth, is that the band there – the ballpark?.

Yeah. I mean, it's a little higher on the services side and a little lower on the product side..

Perfect. Thank you..

Okay..

And our next question comes from George Notter with Jefferies. Please go ahead..

Hi. Thanks a lot. I guess I just wanted to, I guess, get a little more clarity on the guidance for 2019, the $1.6 billion number or sorry, $1.4 billion vis-a-vis what we thought was more like a $1.6 billion kind of run rate. I just want to make sure that that is purely a byproduct of the integration with Coriant and the issues on that side.

And I assume this has nothing to do with the Level 3 CenturyLink deal. I know that there was a comment you guys made a number of weeks ago about that having – that decision not being made yet. But I just want to make sure that the guidance isn't related to the Level 3 CenturyLink situation at all, just clarifying that..

That has nothing to do with the CenturyLink situation. We've got no official update from them, and we're not going to comment on their process. I will say that CenturyLink has been a great partner for a long time. They will be great partner for a long time.

They continue to certify some of our new products for deployment, and I think that we will continue to do a lot of business with them..

Okay, very good..

And so, George, just the rest of your question, right? It comes down to timing and the temporary pause that we talked about. We anticipate that recovering, and we expect to – over the course of next year, to grow the revenues to where we're exiting 2019 at a very different run-rate than we are 2018..

Got it. (00:44:04).

Additional color that may be helpful as well is where we have seen the pause, it's interesting, we have seen an overall pause, as is traditional in these M&A deals.

But the nice piece is we're carefully monitoring the growth in the mTera, the Groove, the Vibe, all of the new products that were key in creating a whole portfolio, those continue to grow quite nicely. And they're being inserted into network situations that, as Tom said, tend to compound as you get through the year.

So I kind of see this as a quarter or two pause or a bit of a muted impact as a result of the M&A that then just begins to ramp as we go through 2019 and then exiting at a nice rate that shows industry growth rate quarter over quarter, fourth quarter to fourth quarter that is double-digit, healthy and strong..

Got it. Okay, and then just one quick follow-up for Brad. Can you give us a sense for what the restructuring costs look like here? Cash restructuring costs? Thanks..

Yeah. So, George, when we announced the deal, we talked about kind of the combination of restructuring costs in terms of severance, retention, other one-time costs being in the $75 million to $80 million range..

Great. Okay. Thank you..

Yes..

And our next question comes from Jeff Kvaal with Nomura Instinet. Please go ahead..

Yes. Thanks. Brad, I was hoping to ask the margin question in a slightly different way.

Obviously, have had a decent handle on where you would like us to, at least start thinking about revenues, and you've also told us that we should be thinking about operating profit by the end of the year, and I guess, could you help us understand what kind of gross margin structure or OpEx is embedded in that loose fourth quarter 2019 outlook?.

Yeah. So, Jeff, you should expect we're starting with 30% going into the year. As we go drive those synergies on the cost side, go drive up the fixed cost, I think you start to approach something that looks like mid-30s, mid-30s may be a little bit higher exiting the year. From an OpEx perspective, we're starting with the $140 million kind of run-rate.

You should expect that to take a pretty significant step down in the first quarter and then continue to decline over the course of the year as we get the integration done, exiting the year with something quite a bit lower than the $140 million we are today..

Okay. We should be able to sort it out from there. Another – and this is a lingering issue that is not related to the Coriant deal is where you are with XO, and that obviously has been a big customer for you in the past. And then it wasn't (00:47:03), as part of the Verizon integration.

Do you have a better handle on what the go-forward outlook at those properties looks like at this stage?.

Yeah. The Verizon relationship was actually on both sides of the house. Coriant has a substantive (00:47:19) installed base with Verizon, as does Infinera through the XO acquisition, that was an Infinera relationship. As we've stated before, that relationship has progressed nicely over the last few years, so slower than I would have hoped.

We went from, are they going to throw us out to they're not going to throw us out, to they're going to allow us to expand with another current (00:47:41) footprint, to growing our footprint. We're still within the XO footprint, and I think we will continue to be – have opportunities to continue to grow that relationship.

On the Coriant side, they have a very good relationship, and they're continuing to have a number of opportunities with them. The core product revenue is going down, but there's opportunities for new products and a significant opportunity around service migration that Verizon is looking at Coriant, now Infinera, to perform.

So I would say overall our relationship with Verizon, with the acquisition, we are in a better place both tactically and strategically..

Okay. That's helpful, Tom. Thank you, Brad, as well..

Okay..

And our next question comes from Michael Genovese with MKM Partners. Please go ahead..

Great. Thanks very much. It seems like this revenue delay is caused by customers trying to figure out your roadmap, and I'm also trying to figure out sort of what you're thinking in terms of internally home-grown technology versus merchant technology going forward.

If you could talk about the timing of ICE5, what you're seeing with ICE5 and just generally how you're thinking – how you're talking (00:48:57) to customers about ICE, new generations of ICE versus products that use emerging (00:49:04) technology?.

Yeah, Mike, I understand the question, I think. I'm going to answer and I'm going to ask Dave to answer on top of it. First, I'm going to talk strategically. Yeah. Strategically, we are committed to continue to provide a leading edge vertically integrated DSP technology, particularly for long-haul and subsea.

ICE4 continues to win us opportunities because we have a differential value proposition around spectral performance, and we are winning deals today because we actually are more efficient than any other DSP in the market for the subsea opportunities.

I think from a commercial side, we're always going to explore opportunities to complement our strategy with appropriate commercial technologies. We have used the external DSPs for ICE5. We are using external DSPs for part of our XTM strategy. Clearly Coriant uses external DSPs for Groove.

I don't think that having a strategy of having both internal capability complemented with external capability is orthogonal. So I think we are going to continue – you'll continue to see us use both wherever we can create the most advantageous solution for our customers and our shareholders.

Dave?.

Yeah, just could add a couple comments, ICE4 has demonstrated that its clear leadership in the long-haul and subsea applications for spectral efficiency. We've seen a number of significant subsea wins as of late as that ICE4 technology gets into the XT-3600, et cetera.

We've demonstrated that the higher baud rate technologies for ICE5, for a 66 gigabaud generation or an 80 gigabaud to 100 gigabaud generation requires the integral connectivity between a DSP and the PIC. What you'll find is a lot of these technologies that the indium phosphide technologies perform better at higher baud rates.

And so it's not just as the DSP engine drives to the dollar per gigabit benefits the higher baud rates. It's not just the DSP; it's the DSP and the optics coming together. That gives us a strong position on why our technology is favored.

What technology we choose and what platform, whether it be a short-reach DCI metro, or whether it's a subsea, i.e., is all dependent on what the opportunity, what the platform is capable of, and we're open to whatever technology serves that purpose best.

However, in the long run, we do believe that our core technologies continue to expand their application base differentially..

And then just as a follow-up, the timing on ICE5, when do we expect (00:52:00)?.

You know I hate to say it but your phone is breaking up kind of on that. If you're asking when do we expect to see our technologies (00:52:11), we'll expose that as we get in the future quarters.

We've talked about today about demonstration of live 66 gigabaud traffic over networks both using internal technology as well as Coriant and using external technology..

Thanks for taking my questions. Thanks..

Next question comes from Samik Chatterjee with JPMorgan. Please go ahead..

Hey, guys. Thanks for taking my question. Just one from me. I wanted to go back to the gross margin.

And when you announced the acquisition, you had guided to kind of a (00:52:53) in terms of the improvement in gross margin every year roughly 200 to 400 basis points for the next couple of years and then kind of (00:53:01) that improvement thereafter, how should I think about the ability to deliver to those targets on a lower revenue base than you had contemplated earlier? Do you need to kind of access certain initiatives? Do you need to access your vertical integration to deliver to those targets? How should I think about that on a lower revenue than you had contemplated previously?.

Yeah. So if you think about it overall, the overall business is actually a bigger revenue opportunity, which provides a scale which being vertically integrated is a great thing for the margin profile.

It just will take time to adjust the cost structure of the Coriant business, get our vertical integration technology into those products, and really get the benefits of both the integration, which drives lower cost structure but also leveraging the fab asset we have.

As I mentioned in an earlier response, we expect over the course of 2019 to be able to get north of mid-30s, and then the opportunity to longer term continue to expand the margins and longer term get back to a position of being best-in-class from a margin perspective in this space..

Yeah. If overall you're also referring to, again, with this moderated pause kind of with the push-out of two quarters and Brad's comments of kind of having a very rational view of next year as kind of that $1.4 billion to exceed mark versus the $1.6 billion, it's a 10% to 12% decline in volume.

The good news is we've had, again, great supply chain partners that we've early on been able to get commitments for the flow-through of synergies to keep up with that pace. So in the short term, it's by overdriving the synergies and taking out the fixed cost basis to accommodate that 10% to 12% kind of volume basis.

In the long term, per Dave Welch's comments, it's about integrating more and more vertical integration versus commercial technology into the platform to really get that, call it, very, very large gross margin benefit in industry leadership in the future..

Got it. Thank you..

And our next question comes from Tim Savageaux with Northland. Please go ahead..

Sorry. Hi, good afternoon. My questions just kind of reflect back on trying to get a better sense of what surprised you here. The deal was announced on, I guess, July 24 and closed on October 1, and it sounds like during that period prior to ownership, basically things sort of locked up.

Your comments on the new product growth at Coriant would indicate that maybe that's focused on the legacy area. I'm not sure.

But in the context of what seems to be a pretty limited amount of product and customer overlap, and, Tom, I don't know if those three customers are awfully big ones or if you could characterize what that is as a percentage of your total revenue or the direct kind of dyssynergy (00:56:26) potential was, but it seems pretty small.

So from that standpoint, do you think it was sort of a – kind of a lack of an ability to communicate post-announcement and pre-close, or I wonder if you could characterize kind of what you think happened there in that fairly short timeframe..

Yeah. And I think that it is interesting because we are seeing continued traction and growth with the Groove. We are seeing continued traction and growth with the mTera. And I think it is some of the legacy equipment that people put on pause.

The Q true (00:57:00) falloff of bookings on the Coriant side was significant, and it was significant both from a perspective of historic Q3, it was significant in perspective to the outlook, and it was significant to perspective of what was running in Q1 and Q2.

So I think that there was a true (00:57:17) delay of people saying, this acquisition has been announced. We didn't take a long time to close, but it was probably six weeks, and during that period of time, there was a significant amount of we can't do anything. And I think that that impacted things materially.

I also think, Tim, my guess – this is speculation on my part – OAK (00:57:36) bought Marlin out in about February and put Coriant up for sale, not secretively, in about the March timeframe. I actually think the pause started in that timeframe from a perspective of getting things lined up.

I think that started creating concern when you have a PE guy wiping out another PE guy. That doesn't make anybody feel comfortable. So, we expected some dyssynergy around that, some pause, but the magnitude surprised us. We've also seen, in full disclosure, a little bit of pause on the Infinera side.

And I think that there's – some of that's the same; uncertainty. Some of it is I think caused by other issues, mostly timing in regard to deals that we thought we would close in Q4, but now look like they will close in Q1. Is that because of the pause – because of the acquisition? I don't know. I'm still comfortable that we're going to win those deals.

So I think the biggest – you asked the surprise? The surprise was the magnitude of the pause in Q3. I will tell you that the scrutiny now boding into the forecast is at a different order of magnitude than I promised they've ever seen.

We are absolutely getting by week specific account by account by account detail of what's – who's going to buy what and when by product. And I think that the overlap of these three customers in the overall scope of things, it's pretty small. And none of them have made a decision yet. I don't think that's it..

Right. Just to follow up real quickly then. Wonder if we could get – take a shot at a revised estimate of that kind of combined run rate, we are looking at $1.6 billion, especially relative to your 2019 forecast.

Where do you think we end up on the combined run rate for 2018?.

Yeah..

Oh, for 2018?.

For 2018..

Yeah..

For 2018 or 2019, Tim?.

2018..

For 2018, exactly.

But what the actuals for 2018 going to be ballpark?.

100 (00:59:37)..

Yeah, I mean, it's – if you look at the run rate based on Q4, I mean, Q4 is smaller for both of us, right, so the run rate in Q4 would imply $1.3 billion. It's higher than that given both our higher revenues in the first part of the year as well as Coriant's higher revenues in the early part of the year..

I think the current run rate is about $1.4 billion, $1.4 billion, a little north of – if you look at year to year..

Full year..

Full year. And that's one of the reasons we're surprised. If you look at the history of the Coriant side first half versus second half, it is completely atypical from anything they've ever experienced. And my guess is these aren't losses.

These are push-outs while people figure out what the risks are, and we'll have an opportunity to recover some of those opportunities. And as we engage with these customers like I said, we're seeing some new opportunities.

And I think that – and I know that a couple of people that we've talked to who had specifically put Coriant on hold are now – we're on hold again. And when a large carrier puts somebody on hold, it's on hold. And we've been officially taken off of hold. So I think that we'll have the opportunity to hopefully re-earn some of that lost opportunity..

Yeah, a little bit of that as I think you nailed it right on the legacy portion, both products and services. And as people look to sign single year and multi-year service renewals, they pause and wait to see what's the new deal, putting it together and on whose paper they're going to put it together on as well..

That's another thing that's causing, I think, some delay. Even though we don't have a lot of overlap with specific customers with same application, we do have a lot of overlap with customers with adjacent applications, and we have to go to one set of paper, one legal term, one MPA (01:01:18).

All of that just slows things down and administratively takes a while to clean through. We're cleaning through it but it takes a while..

Got it. Thanks..

And our next question comes from Jim Suva with Citi. Please go ahead..

Thanks very much. This is probably a very simple question but very important, and that is how can we have comfort or assurety that you think these orders and sales are being delayed and not lost? And the reason why I ask is literally three months ago, you gave revenue guidance and you came in on the low end of it.

So it seems like there's already a lack of viability on the quarter we just closed.

So how do we know that you're talking about pauses and delays that they're not lost customers or lost orders?.

Yeah, that's a fair concern. I think you're referencing the Q3 being at the low end of our revenue. It was one order. We very specifically said in his Brad's script (01:02:22) it was one customer, and we gave a broad range saying there were a couple of things on the edge. So we try to be very transparent with our guidance and what's based upon.

So I think that – I appreciate your skepticism, but I think that we were very, very candid in Q3 on what the range would be and what the risks would be about puts and takes and why we had a broader range. There's always risk at an acquisition; clearly that what we see as we will recover, we have to recover it.

And until we do, quite frankly, you have every right and you should be cautious. But I think as we said, we've taken a guidance toward Q4 that I would view as conservative. We've taken all of, in my mind, things that are on the edge and taken it out. We have nothing to gain by, at this point over-saying what we will go do.

We very carefully said that Q1 would be up, and we can touch those deals and we gave our view that next year would be probably in the $1.4 billion (01:03:21) range. We have to go earn that and we have to go come back to you and show you. We're just going to be as candid as we can possibly be and tell you what we see from our customers..

Great. And then my follow-up question.

On the product delay or customer delays due to the integration this quarter and the outlook, was it more on the Infinera side, or Coriant side, or kind of equally, or how should we think about the pauses of which side those were?.

Yeah. The pause came from both sides. But it was distinctly more on the Coriant side, distinctly more. We were, like I said, we expected some. The magnitude was a significant surprise for the Q3 bookings, which bleeds directly into Q4 revenue. Q4 bookings are actually on an uptick.

As I said on the call earlier, not quite to the historic levels of what we expected, but it is beginning to recover. And we see a Q1 that will be probably in bookings of kind of equal magnitude to Q4, which in our industry is unusual. So that's all about I can tell you some details..

Yeah, I mean, from the Infinera side of things, right, I think it's important to understand, we continue the win more and more opportunities every day and across multiple markets, multiple large opportunities we've won in in subsea, multiple opportunities we're winning in metro, winning in long-haul.

We continue to win new deals, and some of those deals are very large, very complex deployments. And so having a little bit of delay in those into the first half of next year is not an uncommon situation. If you look at the impact those are going to have over time, those are big, important customers for the combined company..

That is fair. I mean, right now in the last month, I would say we've been verbally awarded more new deals than I've seen for quite a while. And we have a few more that are up. Until it's written in paper, we don't count them. But I do see a pipeline of opportunities, subsea, long-haul in particular that I'm excited about..

Thank you....

Yeah. The other... (01:05:26).

Yeah, the last piece of color I'll give on Q4 is the hard thing with Q4 oftentimes is their budget flush that's there? What's the year-end money look like? We have factored in none of that into what we're looking at for the quarter.

Hard to say whether it'll come or not, but if you look traditionally at what happens in the fourth quarter, there's oftentimes some customers who come forward with incremental money. Given the conservatism that we're going forward with, we have factored none of that into the Q4 outlook..

Thank you so much for the details. That's greatly appreciated..

Okay. (01:06:09).

With that, I'd like to thank all of you for your time, and I look forward to keeping you up to date on this exciting period in Infinera's history. Have a great day..

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect..