0001048695false00010486952024-07-292024-07-29

 
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 29, 2024
F5, Inc.
(Exact name of registrant as specified in its charter)
Washington000-2604191-1714307
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
801 5th Avenue
Seattle,WA98104
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code (206272-5555
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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, no par valueFFIVNASDAQ 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 2.02Results of Operations and Financial Condition
On July 29, 2024, F5, Inc. (the "Company") issued a press release regarding its financial results for the third quarter ended June 30, 2024. 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 9.01Financial Statements and Exhibits
(d) Exhibits:
99.1
104Cover 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 29, 2024By:/s/ François Locoh-Donou
François Locoh-Donou
President and Chief Executive Officer



EXHIBIT INDEX
Exhibit No.Description
99.1Press Release of F5, Inc. announcing quarterly earnings dated July 29, 2024.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

Q3 FY24 Earnings Release
Page 1 of 4
Contacts
Investors
Suzanne DuLong
+1 (206) 272-7049
s.dulong@f5.com
Media
Dan Sorensen
+1 (650) 228-4842
d.sorensen@f5.com



F5 Reports Third Quarter Fiscal Year 2024 Revenue at the Top End of its
Guidance Range; Expects Fiscal Year 2024 Revenue of ~$2.8 Billion
Based on Software Strength; Raises Earnings Growth Outlook

SEATTLE, WA - July 29, 2024 - F5, Inc. (NASDAQ: FFIV) today announced financial results for its third quarter ended June 30, 2024.
“We delivered third quarter revenue at the top end of our guidance range fueled by software growth and continued growth of our global services offerings,” said François Locoh-Donou, F5’s President and CEO. “In addition, our continued operating discipline enabled us to deliver earnings per share well above the high end of our guidance.”
“F5 is proving itself an invaluable partner as large enterprises across the globe modernize their IT infrastructures and drive IT cost savings,” said Locoh-Donou. “F5 is optimizing application security, delivery, management, and performance across hybrid, multicloud environments with enhanced automation and meaningful operational efficiencies. We are also partnering with several large enterprise customers as they begin to ready their IT infrastructure to leverage AI at scale.”
Third Quarter Performance Summary
Third quarter fiscal year 2024 revenue totaled $695 million, compared with $703 million in the third quarter of fiscal year 2023. Software revenue of $179 million grew 3% from the year-ago period. Systems revenue of $130 million represented a decline of 16% from the prior year. Global services revenue of $387 million grew 3% from the year-ago period.
GAAP gross profit for the third quarter of fiscal year 2024 was $559 million, representing GAAP gross margin of 80.4%. This compares with GAAP gross profit of $561 million in the year-ago period, which represented GAAP gross margin of 79.8%. Non-GAAP gross profit for the third quarter of fiscal year 2024 was $578 million, representing non-GAAP gross margin of 83.1%. This compares with non-GAAP gross profit of $579 million in the year-ago period, which represented non-GAAP gross margin of 82.5%.
GAAP operating profit for the third quarter was $163 million, representing GAAP operating margin of 23.4%. This compares with GAAP operating profit of $104 million in the year-ago period, which represented GAAP operating margin of 14.7%. Non-GAAP operating profit for the period was $233 million, representing non-GAAP operating margin of 33.4%. This compares to non-GAAP operating profit of $233 million in the year-ago period, which represented non-GAAP operating margin of 33.2%.
GAAP net income for the third quarter of fiscal year 2024 was $144 million, or $2.44 per diluted share compared to $89 million, or $1.48 per diluted share, in the third quarter of fiscal year 2023. Non-GAAP net income for the third quarter of fiscal year 2024 was $199 million, or $3.36 per diluted share, compared to $194 million, or $3.21 per diluted share, in the third quarter of fiscal year 2023.


Q3 FY24 Earnings Release
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Performance Summary Tables
GAAP MeasuresNon-GAAP Measures
($ in millions except EPS)Q3 FY2024Q3 FY2023($ in millions except EPS)Q3 FY2024Q3 FY2023
Revenue$695$703
Gross profit$559$561Gross profit$578$579
Gross margin80.4%79.8%Gross margin83.1%82.5%
Operating profit$163$104Operating profit$233$233
Operating margin23.4%14.7%Operating margin33.4%33.2%
Net income$144$89Net income$199$194
EPS$2.44$1.48EPS$3.36$3.21
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
For the fourth quarter of fiscal year 2024, F5 expects to deliver revenue in the range of $720 million to $740 million, with non-GAAP earnings in the range of $3.38 to $3.50 per diluted share.
“Based on our visibility to strong fourth quarter software demand, we now expect fiscal year 2024 revenue toward the top end of our prior expectations, at approximately $2.8 billion, or roughly flat with last year,” said Locoh-Donou. “As a result of continued operating discipline, and with some tax favorability in our third quarter, we also are raising our earnings growth expectations for the year. We now expect to deliver approximately 12% non-GAAP earnings per share growth compared to fiscal year 2023.”
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 29, 2024, 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 five minutes prior to the call start time. 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, F5's role as a partner with large enterprises, F5's visibility to strong fourth quarter software demand, the Company's future financial performance including revenue, earnings growth, future customer demand, 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


Q3 FY24 Earnings Release
Page 3 of 4
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.
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


Q3 FY24 Earnings Release
Page 4 of 4
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 certain non-recurring right-of-use asset impairment charges, and other related recurring costs in connection with the exit of its leased facilities. These charges are not representative of the ongoing activity or costs to the business. 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.
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 multicloud application security and delivery company committed to bringing a better digital world to life. F5 partners with the world’s largest, most advanced organizations to secure every app — on premises, in the cloud, or at the edge. F5 enables businesses to continuously stay ahead of threats while delivering exceptional, secure digital experiences for their customers. For more information, go to f5.com. (NASDAQ: FFIV)
You can also follow @F5 on X (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.

SOURCE: F5, Inc.



F5, Inc.
Consolidated Balance Sheets
(unaudited, in thousands)
 June 30,September 30,
 20242023
ASSETS
Current assets
Cash and cash equivalents$934,809 $797,163 
Short-term investments812 6,160 
Accounts receivable, net of allowances of $3,685 and $3,561419,986 454,832 
Inventories78,537 35,874 
Other current assets552,023 554,744 
Total current assets1,986,167 1,848,773 
Property and equipment, net154,238 170,422 
Operating lease right-of-use assets185,253 195,471 
Long-term investments7,298 5,068 
Deferred tax assets343,611 295,308 
Goodwill2,312,362 2,288,678 
Other assets, net425,521 444,613 
Total assets$5,414,450 $5,248,333 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable$53,618 $63,315 
Accrued liabilities259,874 282,890 
Deferred revenue1,142,090 1,126,576 
Total current liabilities1,455,582 1,472,781 
Deferred tax liabilities6,146 4,637 
Deferred revenue, long-term630,494 648,545 
Operating lease liabilities, long-term222,486 239,565 
Other long-term liabilities88,997 82,573 
Total long-term liabilities948,123 975,320 
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, 58,284 and 59,207 shares issued and outstanding17,898 24,399 
Accumulated other comprehensive loss(22,257)(23,221)
Retained earnings3,015,104 2,799,054 
Total shareholders’ equity3,010,745 2,800,232 
Total liabilities and shareholders’ equity$5,414,450 $5,248,333 



F5, Inc.
Consolidated Income Statements
(unaudited, in thousands, except per share amounts)
 Three Months EndedNine Months Ended
June 30,June 30,
 2024202320242023
Net revenues
Products$308,489 $328,175 $914,510 $1,009,314 
Services387,006 374,467 1,154,936 1,096,881 
Total695,495 702,642 2,069,446 2,106,195 
Cost of net revenues (1)(2)(3)(4)
Products80,813 87,940 248,834 286,590 
Services55,612 53,743 165,093 165,754 
Total136,425 141,683 413,927 452,344 
Gross profit559,070 560,959 1,655,519 1,653,851 
Operating expenses (1)(2)(3)(4)
Sales and marketing205,550 207,202 615,277 673,383 
Research and development124,387 128,765 366,169 412,451 
General and administrative65,950 64,775 197,852 201,802 
Restructuring charges93 56,648 8,655 65,388 
Total395,980 457,390 1,187,953 1,353,024 
Income from operations163,090 103,569 467,566 300,827 
Other income, net8,529 2,896 24,385 10,335 
Income before income taxes171,619 106,465 491,951 311,162 
Provision for income taxes27,540 17,489 90,469 68,348 
Net income$144,079 $88,976 $401,482 $242,814 
Net income per share — basic$2.46 $1.48 $6.82 $4.04 
Weighted average shares — basic58,584 59,977 58,832 60,133 
Net income per share — diluted$2.44 $1.48 $6.75 $4.02 
Weighted average shares — diluted59,147 60,314 59,461 60,463 
Non-GAAP Financial Measures
Net income as reported$144,079 $88,976 $401,482 $242,814 
Stock-based compensation expense54,206 56,472 165,349 183,385 
Amortization and impairment of purchased intangible assets13,250 13,876 41,187 39,130 
Facility-exit costs1,264 1,527 2,070 5,066 
Acquisition-related charges656 1,327 3,847 16,109 
Restructuring charges93 56,648 8,655 65,388 
Tax effects related to above items(14,709)(25,173)(45,861)(55,337)
Net income excluding stock-based compensation expense, amortization and impairment of purchased intangible assets, facility-exit costs, acquisition-related charges, and restructuring charges, net of tax effects (non-GAAP) - diluted$198,839 $193,653 $576,729 $496,555 
Net income per share excluding stock-based compensation expense, amortization and impairment of purchased intangible assets, facility-exit costs, acquisition-related charges, and restructuring charges, net of tax effects (non-GAAP) - diluted$3.36 $3.21 $9.70 $8.21 
Weighted average shares - diluted59,147 60,314 59,461 60,463 
(1) Includes stock-based compensation expense as follows:
Cost of net revenues$7,189 $7,297 $22,320 $22,516 
Sales and marketing20,783 22,561 63,800 75,171 
Research and development14,752 16,297 46,283 53,528 
General and administrative11,482 10,317 32,946 32,170 
$54,206 $56,472 $165,349 $183,385 
(2) Includes amortization and impairment of purchased intangible assets as follows:
Cost of net revenues$11,699 $10,984 $34,565 $30,902 
Sales and marketing1,405 2,672 6,032 7,451 
Research and development94 — 282 — 
General and administrative52 220 308 777 
$13,250 $13,876 $41,187 $39,130 
(3) Includes facility-exit costs as follows:
Cost of net revenues$125 $150 $231 $501 
Sales and marketing397 481 991 1,630 
Research and development447 542 (37)1,720 
General and administrative295 354 885 1,215 
$1,264 $1,527 $2,070 $5,066 
(4) Includes acquisition-related charges as follows:
Cost of net revenues$— $45 $20 $212 
Sales and marketing29 349 72 2,513 
Research and development501 330 828 5,331 
General and administrative126 603 2,927 8,053 
$656 $1,327 $3,847 $16,109 



F5, Inc.
Consolidated Statements of Cash Flows
(unaudited, in thousands)
 Nine Months Ended
June 30,
 20242023
Operating activities
Net income$401,482 $242,814 
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation165,349 183,384 
Depreciation and amortization84,062 83,173 
Non-cash operating lease costs24,776 29,977 
Deferred income taxes(47,237)(85,091)
Impairment of assets— 3,455 
Other(3,059)2,137 
Changes in operating assets and liabilities (excluding effects of the acquisition of businesses):
Accounts receivable34,700 31,507 
Inventories(42,663)22,263 
Other current assets3,246 (47,488)
Other assets(17,513)13,231 
Accounts payable and accrued liabilities(22,353)(79,608)
Deferred revenue(2,537)98,054 
Lease liabilities(32,339)(34,200)
Net cash provided by operating activities545,914 463,608 
Investing activities
Purchases of investments(1,600)(1,789)
Maturities of investments5,420 103,513 
Sales of investments— 16,085 
Acquisition of businesses, net of cash acquired(32,939)(35,049)
Purchases of property and equipment(24,352)(38,802)
Net cash (used in) provided by investing activities(53,471)43,958 
Financing activities
Proceeds from the exercise of stock options and purchases of stock under employee stock purchase plan
54,868 59,497 
Payments for repurchase of common stock(400,047)(290,041)
Payments on term debt agreement— (350,000)
Taxes paid related to net share settlement of equity awards(9,952)(11,369)
Net cash used in financing activities(355,131)(591,913)
Net increase (decrease) in cash, cash equivalents and restricted cash137,312 (84,347)
Effect of exchange rate changes on cash, cash equivalents and restricted cash376 3,729 
Cash, cash equivalents and restricted cash, beginning of period800,835 762,207 
Cash, cash equivalents and restricted cash, end of period$938,523 $681,589 
Supplemental disclosures of cash flow information
Cash paid for amounts included in the measurement of lease liabilities$38,193 $40,619 
Cash paid for interest on long-term debt— 2,970 
Supplemental disclosures of non-cash activities
Right-of-use assets obtained in exchange for lease obligations$11,772 $10,544 

v3.24.2
Cover Page Document
Jul. 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 29, 2024
Entity Registrant Name F5, Inc.
Entity Incorporation, State or Country Code WA
Entity File Number 000-26041
Entity Tax Identification Number 91-1714307
Entity Central Index Key 0001048695
Entity Address, Address Line One 801 5th Avenue
Entity Address, City or Town Seattle
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98104
City Area Code 206
Local Phone Number 272-5555
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, no par value
Trading Symbol FFIV
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false

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