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0001048695false00010486952023-07-242023-07-24

 
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):
July 24, 2023
F5, Inc.
(Exact name of registrant as specified in its charter)
Washington 000-26041 91-1714307
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
801 5th Avenue
Seattle , WA 98104
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (206) 272-5555
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, no par value FFIV 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 July 24, 2023, F5, Inc. (the "Company") issued a press release regarding its financial results for the third quarter ended June 30, 2023. The press release is attached hereto as Exhibit 99.1. The information in the press release shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
F5, INC.
 (Registrant)
  
Date: July 24, 2023 By: /s/ François Locoh-Donou
François Locoh-Donou
President and Chief Executive Officer



EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release of F5, Inc. announcing quarterly earnings dated July 24, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

EX-99.1 2 ex991-q323earningsreleasef.htm EX-99.1 Document
Q3 FY23 Earnings Release
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Contacts
Investors
Suzanne DuLong
+1 (206) 272-7049
s.dulong@f5.com
Media
Rob Gruening
+1 (206) 272-6208
r.gruening@f5.com



F5 Reports 4% Third Quarter Fiscal Year 2023 Revenue Growth; Delivers Significant Operating Leverage and Strong EPS Growth


SEATTLE, WA - July 24, 2023 - F5, Inc. (NASDAQ: FFIV) today announced financial results for its third quarter of fiscal year 2023.
“In an environment that remains challenged by macroeconomic uncertainty, our team is executing well, delivering third-quarter revenue at the midpoint of our guidance range and earnings per share well above the high end of our guidance range,” said François Locoh-Donou, F5’s President and CEO. “We are seeing some early signs of demand stabilization, as customers look to F5 to help them secure and optimize the applications and APIs that power their businesses.”
Third Quarter Performance Summary
Third quarter fiscal year 2023 revenue grew 4% from the year ago period, to $703 million, up from $674 million in fiscal year 2022. Global services revenue grew 8% from the year-ago period while product revenue grew 1%, reflecting 5% systems revenue growth and software revenue that was down 3% from the year-ago period.
GAAP gross profit for the third quarter of fiscal year 2023 was $561 million, representing GAAP gross margin of 79.8%. This compares with GAAP gross profit of $544 million in the year-ago period, which represented GAAP gross margin of 80.6%. Non-GAAP gross profit for the third quarter of fiscal year 2023 was $579 million, representing non-GAAP gross margin of 82.5%. This compares with non-GAAP gross profit of $561 million in the year-ago period, which represented non-GAAP gross margin of 83.2%.
GAAP operating profit for the period was $104 million, representing GAAP operating margin of 14.7%. This compares with GAAP operating profit of $107 million in the year-ago period, which represented GAAP operating margin of 15.9%. Non-GAAP operating profit for the period was $233 million, representing non-GAAP operating margin of 33.2%. This compares to non-GAAP operating profit of $194 million in the year-ago period, which represented non-GAAP operating margin of 28.8%.
GAAP net income for the third quarter of fiscal year 2023 was $89 million, or $1.48 per diluted share compared to $83 million, or $1.37 per diluted share, in the third quarter of fiscal year 2022. Non-GAAP net income for the third quarter of fiscal year 2023 was $194 million, or $3.21 per diluted share, compared to $155 million, or $2.57 per diluted share, in fiscal year 2022.


Q3 FY23 Earnings Release
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GAAP Measures
Q3 FY2023 Q3 FY2022
Revenue $703M $674M
Gross profit $561M $544M
Gross margin 79.8% 80.6%
Operating profit $104M $107M
Operating margin 14.7% 15.9%
Net income $89M $83M
EPS $1.48 $1.37
Non-GAAP Measures
Q3 FY2023 Q3 FY2022
Gross profit $579M $561M
Gross margin 82.5% 83.2%
Operating profit $233M $194M
Operating margin 33.2% 28.8%
Net income $194M $155M
EPS $3.21 $2.57
A reconciliation of GAAP to non-GAAP measures is included in the attached Consolidated Income Statements. Additional information about non-GAAP financial information is included in this release.
Business Outlook
“Over the last several years, through the combination of organic innovation, acquisitions and technology integration, we have created a converged portfolio uniquely capable of simplifying the complexities our customers face operating today’s hybrid, multi-cloud IT environments,” continued Locoh-Donou. “We are delivering the gross margin improvement and operating leverage we committed to, and we are confident in our ability to achieve our target of double-digit non-GAAP earnings growth for fiscal year 2023,”
For the fourth quarter of fiscal year 2023, F5 expects to deliver revenue in the range of $690 million to $710 million, with non-GAAP earnings in the range of $3.15 to $3.27 per diluted share.
All forward-looking non-GAAP measures included in the Company’s business outlook exclude estimates for amortization of intangible assets, share-based compensation expenses, significant effects of tax legislation and judicial or administrative interpretation of tax regulations (including the impact of income tax reform), non-recurring income tax adjustments, valuation allowance on deferred tax assets, and the income tax effect of non-GAAP exclusions, and do not include the impact of any future acquisitions or divestitures, acquisition-related charges and write-downs, restructuring charges, facility exit costs, or other non-recurring charges that may occur in the period. F5 is unable to provide a reconciliation of non-GAAP earnings guidance measures to corresponding U.S. generally accepted accounting principles or GAAP measures on a forward-looking basis without unreasonable effort due to the overall high variability and low visibility of most of the foregoing items that have been excluded. Material changes to any one of these items could have a significant effect on our guidance and future GAAP results. Certain exclusions, such as amortization of intangible assets and share-based compensation expenses, are generally incurred each quarter, but the amounts have historically varied and may continue to vary significantly from quarter to quarter.
Live Webcast and Conference Call
F5 will host a live webcast to review its financial results and outlook today, July 24, 2023, at 4:30 pm ET. The live webcast is accessible from the investor relations page of F5.com. To participate in the live call via telephone in the U.S. and Canada, dial +1 (877) 407-0312. Outside the U.S. and Canada, dial +1 (201) 389-0899. Please call at least 5 minutes prior to the call start time.


Q3 FY23 Earnings Release
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The webcast replay will be archived on the investor relations portion of F5’s website.
Forward Looking Statements
This press release contains forward-looking statements including, among other things, statements regarding F5’s future financial performance including revenue, revenue growth, gross margins, operating leverage, earnings growth, future customer demand and spending, markets, and the performance and benefits of the Company's products. These, and other statements that are not historical facts, are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors. Such forward-looking statements involve risks and uncertainties, as well as assumptions and other factors that, if they do not fully materialize or prove correct, could cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: customer acceptance of offerings; continued disruptions to the global supply chain resulting in inability to source required parts for F5’s products or the ability to only do so at greatly increased prices thereby impacting our revenues and/or margins; global economic conditions and uncertainties in the geopolitical environment; overall information technology spending; F5’s ability to successfully integrate acquired businesses’ products with F5 technologies; the ability of F5’s sales professionals and distribution partners to sell new solutions and service offerings; the timely development, introduction and acceptance of additional new products and features by F5 or its competitors; competitive factors, including but not limited to pricing pressures, industry consolidation, entry of new competitors into F5’s markets, and new product and marketing initiatives by our competitors; increased sales discounts; the business impact of the acquisitions and potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement of completion of acquisitions; uncertain global economic conditions which may result in reduced customer demand for our products and services and changes in customer payment patterns; litigation involving patents, intellectual property, shareholder and other matters, and governmental investigations; potential security flaws in the Company’s networks, products or services; cybersecurity attacks on its networks, products or services; natural catastrophic events; a pandemic or epidemic; F5’s ability to sustain, develop and effectively utilize distribution relationships; F5’s ability to attract, train and retain qualified product development, marketing, sales, professional services and customer support personnel; F5’s ability to expand in international markets; the unpredictability of F5’s sales cycle; the ability of F5 to execute on its share repurchase program including the timing of any repurchases; future prices of F5’s common stock; and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission, including our most recent reports on Form 10-K and Form 10-Q and current reports on Form 8-K and other documents that we may file or furnish from time to time, which could cause actual results to vary from expectations. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in F5’s most recent reports on Forms 10-Q and 10-K as each may be amended from time to time. All forward-looking statements in this press release are based on information available as of the date hereof and qualified in their entirety by this cautionary statement. F5 assumes no obligation to revise or update these forward-looking statements.
GAAP to non-GAAP Reconciliation
F5’s management evaluates and makes operating decisions using various operating measures. These measures are generally based on the revenues of its products, services operations, and certain costs of those operations, such as cost of revenues, research and development, sales and marketing and general and administrative expenses. One such measure is GAAP net income excluding, as applicable, stock-based compensation, amortization and impairment of purchased intangible assets, facility-exit costs, acquisition-related charges, net of taxes, restructuring charges, and certain non-recurring tax expenses and benefits, which is a non-GAAP financial measure under Section 101 of Regulation G under the Securities Exchange Act of 1934, as amended. This measure of non-GAAP net income is adjusted by the amount of additional taxes or tax benefit that the Company would accrue if it used non-GAAP results instead of GAAP results to calculate the Company’s tax liability.


Q3 FY23 Earnings Release
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The non-GAAP adjustments, and F5's basis for excluding them from non-GAAP financial measures, are outlined below:
Stock-based compensation. Stock-based compensation consists of expense for stock options, restricted stock, and employee stock purchases through the Company’s Employee Stock Purchase Plan. Although stock-based compensation is an important aspect of the compensation of F5’s employees and executives, management believes it is useful to exclude stock-based compensation expenses to better understand the long-term performance of the Company’s core business and to facilitate comparison of the Company’s results to those of peer companies.
Amortization and impairment of purchased intangible assets. Purchased intangible assets are amortized over their estimated useful lives, and generally cannot be changed or influenced by management after the acquisition. On a non-recurring basis, when certain events or circumstances are present, management may also be required to write down the carrying value of its purchased intangible assets and recognize impairment charges. Management does not believe these charges accurately reflect the performance of the Company’s ongoing operations; therefore, they are not considered by management in making operating decisions. However, investors should note that the use of intangible assets contributed to F5’s revenues earned during the periods presented and will contribute to F5’s future period revenues as well.
Facility-exit costs. F5 has incurred charges in connection with the exit of facilities as well as other non-recurring lease activity. These charges are not representative of ongoing costs to the business and are not expected to recur. As a result, these charges are being excluded to provide investors with a more comparable measure of costs associated with ongoing operations.
Acquisition-related charges, net. F5 does not acquire businesses on a predictable cycle and the terms and scope of each transaction can vary significantly and are unique to each transaction. F5 excludes acquisition-related charges from its non-GAAP financial measures to provide a useful comparison of the Company’s operating results to prior periods and to its peer companies. Acquisition-related charges consist of planning, execution and integration costs incurred directly as a result of an acquisition.
Restructuring charges. F5 has incurred restructuring charges that are included in its GAAP financial statements, primarily related to workforce reductions and costs associated with exiting facility-lease commitments. F5 excludes these items from its non-GAAP financial measures when evaluating its continuing business performance as such items vary significantly based on the magnitude of the restructuring action and do not reflect expected future operating expenses. In addition, these charges do not necessarily provide meaningful insight into the fundamentals of current or past operations of its business.
Management believes that non-GAAP net income per share provides useful supplemental information to management and investors regarding the performance of the Company’s core business operations and facilitates comparisons to the Company’s historical operating results. Although F5’s management finds this non-GAAP measure to be useful in evaluating the performance of the core business, management’s reliance on this measure is limited because items excluded from such measures could have a material effect on F5’s earnings and earnings per share calculated in accordance with GAAP. Therefore, F5’s management will use its non-GAAP earnings and earnings per share measures, in conjunction with GAAP earnings and earnings per share measures, to address these limitations when evaluating the performance of the Company’s core business. Investors should consider these non-GAAP measures in addition to, and not as a substitute for, financial performance measures in accordance with GAAP.
F5 believes that presenting its non-GAAP measures of earnings and earnings per share provides investors with an additional tool for evaluating the performance of the Company’s core business and is used by management in its own evaluation of the Company’s performance. Investors are encouraged to look at GAAP results as the best measure of financial performance. However, while the GAAP results are more complete, the Company provides investors these supplemental measures since, with reconciliation to GAAP, it may provide additional insight into the Company’s operational performance and financial results.


Q3 FY23 Earnings Release
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For reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section in our attached Condensed Consolidated Income Statements entitled “Non-GAAP Financial Measures.”
About F5
F5 is a multi-cloud application services and security company committed to bringing a better digital world to life. F5 partners with the world’s largest, most advanced organizations to secure and optimize apps and APIs anywhere—on premises, in the cloud, or at the edge. F5 enables organizations to provide exceptional, secure digital experiences for their customers and continuously stay ahead of threats. For more information, go to f5.com. (NASDAQ: FFIV)
You can also follow @F5 on Twitter or visit us on LinkedIn and Facebook for more information about F5, its partners, and technologies. F5 is a trademark, service mark, or tradename of F5, Inc., in the U.S. and other countries. All other product and company names herein may be trademarks of their respective owners.
F5 is a trademark, service mark, or tradename of F5, Inc., in the U.S. and other countries. All other product and company names herein may be trademarks of their respective owners.

SOURCE: F5, Inc.



F5, Inc.
Consolidated Balance Sheets
(unaudited, in thousands)
  June 30, September 30,
  2023 2022
ASSETS
Current assets
Cash and cash equivalents $ 677,498  $ 758,012 
Short-term investments 13,109  126,554 
Accounts receivable, net of allowances of $5,172 and $6,020 439,518  469,979 
Inventories 46,102  68,365 
Other current assets 537,557  489,314 
Total current assets 1,713,784  1,912,224 
Property and equipment, net 171,147  168,182 
Operating lease right-of-use assets 204,196  227,475 
Long-term investments 5,887  9,544 
Deferred tax assets 271,171  183,365 
Goodwill 2,288,678  2,259,282 
Other assets, net 464,293  516,122 
Total assets $ 5,119,156  $ 5,276,194 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable $ 65,499  $ 113,178 
Accrued liabilities 274,255  309,819 
Deferred revenue 1,149,787  1,067,182 
Current portion of long-term debt —  349,772 
Total current liabilities 1,489,541  1,839,951 
Deferred tax liabilities 3,883  2,781 
Deferred revenue, long-term 641,647  624,398 
Operating lease liabilities, long-term 250,077  272,376 
Other long-term liabilities 76,505  67,710 
Total long-term liabilities 972,112  967,265 
Commitments and contingencies
Shareholders’ equity
Preferred stock, no par value; 10,000 shares authorized, no shares outstanding —  — 
Common stock, no par value; 200,000 shares authorized, 59,296 and 59,860 shares issued and outstanding 32,519  91,048 
Accumulated other comprehensive loss (21,936) (26,176)
Retained earnings 2,646,920  2,404,106 
Total shareholders’ equity 2,657,503  2,468,978 
Total liabilities and shareholders’ equity $ 5,119,156  $ 5,276,194 



F5, Inc.
Consolidated Income Statements
(unaudited, in thousands, except per share amounts)
  Three Months Ended Nine Months Ended
June 30, June 30,
  2023 2022 2023 2022
Net revenues
Products $ 328,175  $ 326,482  $ 1,009,314  $ 967,149 
Services 374,467  348,006  1,096,881  1,028,663 
Total 702,642  674,488  2,106,195  1,995,812 
Cost of net revenues (1)(2)(3)(4)
Products 87,940  73,558  286,590  226,454 
Services 53,743  57,175  165,754  165,711 
Total 141,683  130,733  452,344  392,165 
Gross profit 560,959  543,755  1,653,851  1,603,647 
Operating expenses (1)(2)(3)(4)
Sales and marketing 207,202  226,731  673,383  689,592 
Research and development 128,765  138,737  412,451  404,846 
General and administrative 64,775  70,823  201,802  205,038 
Restructuring charges 56,648  —  65,388  7,909 
Total 457,390  436,291  1,353,024  1,307,385 
Income from operations 103,569  107,464  300,827  296,262 
Other income (expense), net 2,896  (6,221) 10,335  (10,586)
Income before income taxes 106,465  101,243  311,162  285,676 
Provision for income taxes 17,489  18,224  68,348  52,862 
Net income $ 88,976  $ 83,019  $ 242,814  $ 232,814 
Net income per share — basic $ 1.48  $ 1.38  $ 4.04  $ 3.85 
Weighted average shares — basic 59,977  59,965  60,133  60,450 
Net income per share — diluted $ 1.48  $ 1.37  $ 4.02  $ 3.80 
Weighted average shares — diluted 60,314  60,460  60,463  61,345 
Non-GAAP Financial Measures
Net income as reported $ 88,976  $ 83,019  $ 242,814  $ 232,814 
Stock-based compensation expense 56,472  61,875  183,385  189,761 
Amortization and impairment of purchased intangible assets 13,876  12,701  39,130  44,988 
Facility-exit costs 1,527  1,750  5,066  8,010 
Acquisition-related charges 1,327  10,224  16,109  40,081 
Restructuring charges 56,648  —  65,388  7,909 
Tax effects related to above items (25,173) (14,427) (55,337) (58,587)
Net income excluding stock-based compensation expense, amortization and impairment of purchased intangible assets, facility-exit costs, acquisition-related charges, restructuring charges and non-recurring tax expenses and benefits (non-GAAP) - diluted $ 193,653  $ 155,142  $ 496,555  $ 464,976 
Net income per share excluding stock-based compensation expense, amortization and impairment of purchased intangible assets, facility-exit costs, acquisition-related charges, restructuring charges and non-recurring tax expenses and benefits (non-GAAP) - diluted $ 3.21  $ 2.57  $ 8.21  $ 7.58 
Weighted average shares - diluted 60,314  60,460  60,463  61,345 
(1) Includes stock-based compensation expense as follows:
Cost of net revenues $ 7,297  $ 7,203  $ 22,516  $ 22,089 
Sales and marketing 22,561  25,572  75,171  79,938 
Research and development 16,297  17,502  53,528  54,318 
General and administrative 10,317  11,598  32,170  33,416 
$ 56,472  $ 61,875  $ 183,385  $ 189,761 
(2) Includes amortization and impairment of purchased intangible assets as follows:
Cost of net revenues $ 10,984  $ 9,960  $ 30,902  $ 29,878 
Sales and marketing 2,672  2,389  7,451  13,780 
General and administrative 220  352  777  1,330 
$ 13,876  $ 12,701  $ 39,130  $ 44,988 
(3) Includes facility-exit costs as follows:
Cost of net revenues $ 150  $ 62  $ 501  $ 1,155 
Sales and marketing 481  546  1,630  2,183 
Research and development 542  627  1,720  2,755 
General and administrative 354  515  1,215  1,917 
$ 1,527  $ 1,750  $ 5,066  $ 8,010 
(4) Includes acquisition-related charges as follows:
Cost of net revenues $ 45  $ 96  $ 212  $ 291 
Sales and marketing 349  2,493  2,513  12,266 
Research and development 330  5,479  5,331  17,170 
General and administrative 603  2,156  8,053  10,354 
$ 1,327  $ 10,224  $ 16,109  $ 40,081 



F5, Inc.
Consolidated Statements of Cash Flows
(unaudited, in thousands)
  Nine Months Ended
June 30,
  2023 2022
Operating activities
Net income $ 242,814  $ 232,814 
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation 183,384  189,761 
Depreciation and amortization 83,173  88,398 
Non-cash operating lease costs 29,977  29,071 
Deferred income taxes (85,091) (28,956)
Impairment of assets 3,455  6,175 
Other 2,137  585 
Changes in operating assets and liabilities (excluding effects of the acquisition of businesses):
Accounts receivable 31,507  (116,137)
Inventories 22,263  (21,732)
Other current assets (47,488) (106,070)
Other assets 13,231  (50,400)
Accounts payable and accrued liabilities (79,608) (33,398)
Deferred revenue 98,054  136,872 
Lease liabilities (34,200) (38,707)
Net cash provided by operating activities 463,608  288,276 
Investing activities
Purchases of investments (1,789) (58,514)
Maturities of investments 103,513  178,372 
Sales of investments 16,085  120,564 
Acquisition of businesses, net of cash acquired (35,049) (67,911)
Purchases of property and equipment (38,802) (25,117)
Net cash provided by investing activities 43,958  147,394 
Financing activities
Proceeds from the exercise of stock options and purchases of stock under employee stock purchase plan
59,497  63,681 
Repurchase of common stock (290,041) (500,023)
Payments on term debt agreement (350,000) (15,000)
Taxes paid related to net share settlement of equity awards (11,369) (18,907)
Net cash used in financing activities (591,913) (470,249)
Net decrease in cash, cash equivalents and restricted cash (84,347) (34,579)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 3,729  (3,633)
Cash, cash equivalents and restricted cash, beginning of period 762,207  584,333 
Cash, cash equivalents and restricted cash, end of period $ 681,589  $ 546,121 
Supplemental disclosures of cash flow information
Cash paid for amounts included in the measurement of lease liabilities $ 40,619  $ 44,115 
Cash paid for interest on long-term debt 2,970  4,287 
Supplemental disclosures of non-cash activities
Right-of-use assets obtained in exchange for lease obligations $ 10,544  $ 614