Lumentum Announces Fiscal Fourth Quarter And Full Year 2018 Results

MILPITAS, Calif., Aug. 8, 2018 /PRNewswire/ -- Lumentum Holdings Inc. ("Lumentum" or the "Company") today reported results for its fiscal fourth quarter and full year ended June 30, 2018.

Net revenue for the fiscal fourth quarter 2018 was $301.1 million, with GAAP net income attributable to common stockholders of $25.7 million, or $0.40 per diluted share. Net revenue for fiscal third quarter 2018 was $298.8 million, with GAAP net income attributable to common stockholders of $2.4 million, or $0.04 per diluted share. Net revenue for the fiscal fourth quarter 2017 was $222.7 million, with GAAP net loss attributable to common stockholders of $(55.2) million, or $(0.90) per diluted share.

Non-GAAP net income for the fiscal fourth quarter 2018 was $61.6 million, or $0.95 per diluted share. Non-GAAP net income for fiscal third quarter 2018 was $50.6 million, or $0.78 per diluted share. Non-GAAP net income for the fiscal fourth quarter 2017 was $25.0 million, or $0.39 per diluted share.

The Company held $711.5 million in total cash and short-term investments at the end of the fiscal fourth quarter 2018.

Net revenue for fiscal year 2018 was $1,247.7 million, with GAAP net income attributable to common stockholders of $241.5 million, or $3.82 per diluted share. Net revenue for fiscal year 2017 was $1,001.6 million, with GAAP net loss attributable to common stockholders of $(103.4) million, or $(1.71) per diluted share.

Non-GAAP net income for fiscal year 2018 was $247.8 million or $3.82 per diluted share. Non-GAAP net income for fiscal year 2017 was $122.4 million, or $1.94 per diluted share.

"Record revenues in TrueFlex(®) ROADMs, commercial lasers, and industrial pump lasers drove strong fourth quarter results, capping off a record fiscal 2018 that saw 25% year over year growth and 19.7% operating margins," said Alan Lowe, President and CEO, "Our strategy of investing in differentiated products addressing multiple growing end-markets critically dependent on photonics drove our strong fiscal 2018 results and positions us well for the future."

Financial Overview - Fiscal Fourth Quarter Ended June 30, 2018


                             GAAP Results ($ in millions)

                  Q4                             Q3                Q4                   Change

                FY 2018                        FY 2018          FY 2017            Q/Q         Y/Y
                -------                        -------          -------            ---         ---

    Net revenue   $301.1                                 $298.8          $222.7        0.8%            35.2%

    Gross
     margin        31.7%                                 32.5%          30.2%    (80)bps           150bps

    Operating
     margin         6.9%                                  8.5%           1.8%   (160)bps           510bps


                         Non-GAAP Results ($ in millions)

                  Q4                             Q3                Q4                 Change

                FY 2018                        FY 2018          FY 2017            Q/Q         Y/Y
                -------                        -------          -------            ---         ---

    Net revenue   $301.1                                 $298.8          $222.7        0.8%            35.2%

    Gross
     margin        37.2%                                 36.3%          32.9%      90bps           430bps

    Operating
     margin        17.8%                                 16.5%           9.2%     130bps           860bps


                                    Net Revenue by Segment ($ in millions)

                              Q4                           % of                   Q3             Q4                 Change

                           FY 2018                      Net Revenue             FY 2018        FY 2017        Q/Q          Y/Y
                           -------                      -----------             -------        -------        ---          ---

    Optical Communications   $244.9                                       81.3%         $246.3         $186.8   (0.6)%         31.1%

    Lasers                     56.2                                       18.7%           52.5           35.9     7.0%         56.5%

    Total                    $301.1                                      100.0%         $298.8         $222.7     0.8%         35.2%
                             ======                                                     ======         ======

Financial Overview - Fiscal Year Ended June 30, 2018


                    GAAP Results ($ in millions)

                      FY 2018                            FY 2017          Change Y/Y
                      -------                            -------          ----------

    Net revenue        $1,247.7                                  $1,001.6              24.6%

    Gross margin          34.6%                                    31.8%            280bps

    Operating
     margin               11.2%                                     4.8%            640bps


                    Non-GAAP Results ($ in millions)

                      FY 2018                            FY 2017          Change Y/Y
                      -------                            -------          ----------

    Net revenue        $1,247.7                                  $1,001.6              24.6%

    Gross margin          38.9%                                    34.7%            420bps

    Operating
     margin               19.7%                                    12.4%            730bps


                    Net Revenue by Segment ($ in millions)

                      FY 2018                            FY 2017          Change Y/Y
                      -------                            -------          ----------

    Optical
     Communications    $1,059.2                                    $857.8              23.5%

    Lasers                188.5                                     143.8              31.1%
                                                                   -----

    Total              $1,247.7                                  $1,001.6              24.6%
                       ========                                  ========               ====

The tables above provide comparisons of quarterly and annual results to prior periods, including sequential quarterly and year-over-year changes. A reconciliation between GAAP and non-GAAP measures is contained in this release under the section titled "Use of Non-GAAP Financial Measures."

Business Outlook

The Company expects the following for the fiscal first quarter 2019:

    --  Net Revenue to be in the range of $340 million to $360 million
    --  Non-GAAP Operating margin of 19% to 21%
    --  Non-GAAP diluted earnings per share of $0.90 to $1.10

Note: Earnings per share based on approximately 65.5 million shares outstanding on a fully diluted basis

Our projection of 65.5 million shares outstanding does not include the potentially dilutive effect of the convertible notes, as we have the ability and intent to settle the face value in cash; and therefore, we use the treasury stock method for calculating the dilutive impact of the 2024 Notes. The notes will have an impact on our diluted earnings per share when the average price of our common stock exceeds the conversion price of $60.62. Our guidance does not include results from Oclaro or shares issued in connection with the closing of our acquisition of Oclaro as we are unable to predict the timing of the closing.

We have not provided reconciliations from GAAP to non-GAAP measures for our outlook. A large portion of non-GAAP adjustments, such as derivative liability adjustments, restructuring charges, stock-based compensation, litigation, acquisition related costs, non-cash income tax expense and credits, and other costs and contingencies unrelated to current and future operations are by their nature highly volatile and we have low visibility as to the range that may be incurred in the future. For example, in the fiscal second quarter of 2018, we had a credit of $207.0 million primarily related to a release of a U.S. valuation allowance, which was offset by a write-down of deferred tax assets in the amount of $83.0 million due to the lower corporate tax rate enacted under the 2017 "Tax Cuts and Jobs Act" reform.

Conference Call

Lumentum will host a conference call on August 8, 2018 at 5:30 am PT/8:30 am ET. A live webcast of the call and the replay will be available on the Lumentum website at http://investor.lumentum.com through August 15, 2018 at 11:59 pm ET. Supporting materials outlining the Company's latest financial results will be posted on http://investor.lumentum.com under the "Events and Presentations" section concurrently with this earnings press release. This press release is being furnished as an exhibit to a Current Report on Form 8-K with the Securities and Exchange Commission and will be available at http://www.sec.gov/.

About Lumentum

Lumentum (NASDAQ: LITE) is a market-leading manufacturer of innovative optical and photonic products enabling optical networking and commercial laser customers worldwide. Lumentum's optical components and subsystems are part of virtually every type of telecom, enterprise, and data center network. Lumentum's commercial lasers enable advanced manufacturing techniques and diverse applications including next-generation 3D sensing capabilities. Lumentum is headquartered in Milpitas, California with R&D, manufacturing, and sales offices worldwide. For more information, visit https://www.lumentum.com/en.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include our expectations for our markets, including future product shipments and associated revenue, any anticipation or guidance as to future financial performance, including future net revenue, earnings per share, and operating margins, number of outstanding shares, our proposed acquisition of Oclaro, including the anticipated closing date, our investment strategy, and anticipated trends in our markets. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. Among the factors that could cause actual results to differ from those contemplated are: (a) quarter-over-quarter product mix fluctuations which can materially impact profitability measures due to the broad gross margin ranges across our portfolio; (b) continued decline of average selling prices across our businesses; (c) effects of seasonality; (d) the ability of our suppliers and contract manufacturers to meet production and delivery requirements to our forecasted demand; (e) inherent uncertainty related to global markets and the effect of such markets on demand for our products; (f) changes in customer demand; (g) our ability to attract and retain new customers, particularly in the 3D sensing market; (h) the risk that the Oclaro transaction does not close, due to the failure of one or more conditions to closing or the failure of the businesses (including personnel) to be integrated successfully after closing; (i) the risk that synergies and non-GAAP earnings accretion will not be realized or realized to the extent anticipated; (j) uncertainty as to the market value of the Lumentum merger consideration to be paid in the merger; (k) the risk that required governmental approvals of the merger (including China antitrust approvals) will not be obtained or that such approvals will be delayed beyond current expectations; (l) the risk that following this transaction, Lumentum's financing or operating strategies will not be successful; (m) litigation in respect of either company or the merger; and (n) disruption from the merger making it more difficult to maintain customer, supplier, key personnel and other strategic relationships. For more information on these and other risks, please refer to the "Risk Factors" section included in the Company's Quarterly Report on Form 10-Q for the fiscal third quarter ended March 31, 2018 filed with the Securities and Exchange Commission, in the S-4 filed by Lumentum with the Securities and Exchange Commission on May 17, 2018, as amended on May 31, 2018, in connection with the Oclaro transaction and in the documents which are incorporated by reference therein, and in the Company's other filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2018 which will be filed within sixty days of our fiscal year end. The forward-looking statements and preliminary financial results contained in this press release are made as of the date hereof and the Company assumes no obligation to update such statements, except as required by applicable law.

No Offer or Solicitation

This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information and Where to Find It

In connection with the proposed transaction between Lumentum Holdings, Inc. ("Lumentum") and Oclaro, Inc. ("Oclaro"), Lumentum filed a registration statement on Form S-4 with the Securities and Exchange Commission (the "SEC"), which includes a proxy statement of Oclaro that also constitutes a prospectus of Lumentum. The registration statement was declared effective by the SEC on May 31, 2018, and Oclaro commenced mailing the definitive joint proxy statement/prospectus to stockholders of Oclaro on or about June 4, 2018, and the special meeting of the stockholders of Oclaro was held on July 10, 2018.

LUMENTUM AND OCLARO URGE INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders may obtain these materials and other documents filed with the Securities and Exchange Commission free of charge at the Securities and Exchange Commission's website, www.sec.gov. Copies of documents filed with the Securities and Exchange Commission by Lumentum (when they become available) may be obtained free of charge on Lumentum's website at www.lumentum.com or by directing a written request to Lumentum Holdings Inc., Investor Relations, 400 North McCarthy Boulevard, Milpitas, CA 95035. Copies of documents filed with the Securities and Exchange Commission by Oclaro (when they become available) may be obtained free of charge on Oclaro's website at www.oclaro.com or by directing a written request to Oclaro, Inc. Investor Relations, 225 Charcot Avenue, San Jose, CA 95131.

Contact Information

Investors: Chris Coldren, 408-404-0606; investor.relations@lumentum.com
Press: Greg Kaufman, 408-546-4593; media@lumentum.com

The following financial tables are presented in accordance with GAAP, unless otherwise specified.


                                                                                      LUMENTUM HOLDINGS INC.

                                                                              CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                               (in millions, except per share data)

                                                                                           (unaudited)


                                                Three Months Ended                                   Twelve Months Ended

                                        June 30, 2018             July 1, 2017               June 30, 2018             July 1, 2017
                                        -------------             ------------               -------------             ------------

    Net revenue                                          $301.1                                                $222.7                       $1,247.7     $1,001.6

    Cost of sales                               204.8                                 154.0                                     812.4           677.0

    Amortization of
     acquired developed
     technologies                                 0.8                                   1.4                                       3.2             6.5

    Gross profit                                 95.5                                  67.3                                     432.1           318.1
                                                 ----                                  ----                                     -----           -----

    Operating expenses:

        Research and
         development                             38.5                                  35.4                                     156.8           148.3

        Selling, general and
         administrative                          32.7                                  26.0                                     128.2           110.2

        Restructuring and
         related charges                          3.4                                   2.0                                       7.2            12.0

    Total operating
     expenses                                    74.6                                  63.4                                     292.2           270.5


    Income from
     operations                                  20.9                                   3.9                                     139.9            47.6

    Unrealized gain
     (loss) on
     derivative
     liabilities                                  7.8                                (29.7)                                    (0.8)        (104.2)

    Interest and other
     (expense) income,
     net                                        (1.0)                                (1.8)                                    (9.7)          (3.2)

    Income (loss) before
     income taxes                                27.7                                (27.6)                                    129.4          (59.8)

    Provision for
     (benefit from)
     income taxes                               (5.8)                                 27.3                                   (118.7)           42.7

    Net income (loss)                            33.5                                (54.9)                                    248.1         (102.5)
                                                 ====                                 =====                                     =====          ======


    Items reconciling net income (loss)
     to net income (loss) attributable
     to common stockholders:

    Cumulative dividends
     on Series A
     Preferred Stock                            (0.2)                                (0.3)                                    (0.9)          (0.9)

    Earnings allocated
     to Series A
     Preferred Stock                            (0.8)                                    $                       -                    (5.7)           $  -

    Net income (loss)
     attributable to
     common stockholders
     -Basic                                               $32.5                                               $(55.2)                        $241.5     $(103.4)
                                                          =====                                                ======                         ======      =======

     Add: Earnings
      allocated to Series
      A Preferred Stock                           0.8                                     -                                        -              -

     Add/Less:
      Unrealized (gain)
      loss on derivative
      liability on Series
      A Preferred Stock                         (7.8)                                    -                                        -              -

     Add: Cumulative
      dividends on Series
      A Preferred Stock                           0.2                                     -                                        -              -


    Net income (loss)
     attributable to
     common stockholders
     -Diluted (a)                                         $25.7                                               $(55.2)                        $241.5     $(103.4)
                                                          =====                                                ======                         ======      =======


    Net income (loss) per share
     attributable to common
     stockholders:

    Basic                                                 $0.52                                               $(0.90)                         $3.88      $(1.71)

    Diluted                                               $0.40                                               $(0.90)                         $3.82      $(1.71)


    Shares used to compute net income
     (loss) per share attributable to
     common stockholders:

    Basic                                        62.7                                  61.3                                      62.3            60.6

    Diluted                                      65.0                                  61.3                                      63.3            60.6


    (a) For the three months ended
     June 30, 2018, our diluted
     earnings per share attributable
     to common stockholders is
     calculated using the "if-
     converted" method because it is
     more dilutive, whereas for the
     twelve months ended June 30,
     2018, our diluted earnings per
     share attributable to common
     stockholders is calculated
     using "two-class" method.


                                                   LUMENTUM HOLDINGS INC.

                                                 CONSOLIDATED BALANCE SHEETS

                                       (in millions, except share and per share data)

                                                         (unaudited)


                                                      June 30, 2018               July 1, 2017
                                                      -------------               ------------

    ASSETS

    Current assets:

    Cash and cash equivalents                                            $397.3                         $272.9

    Short-term investments                                    314.2                             282.4

    Accounts receivable, net                                  197.1                             166.3

    Inventories                                               153.6                             145.2

    Prepayments and other current
     assets                                                    65.0                              63.5

    Total current assets                                    1,127.2                             930.3

    Property, plant and equipment,
     net                                                      306.9                             273.5

    Goodwill and intangibles, net                              18.3                              21.5

    Deferred income taxes, net                                125.6                               3.9

    Other non-current assets                                    3.5                               3.7

    Total assets                                                       $1,581.5                       $1,232.9
                                                                       ========                       ========

    LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED
     STOCK, AND STOCKHOLDERS' EQUITY

    Current liabilities:

    Accounts payable                                                     $126.5                         $114.8

    Accrued payroll and related
     expenses                                                  31.5                              27.5

    Accrued expenses                                           33.9                              19.3

    Other current liabilities                                  22.1                              22.6
                                                               ----

         Total current liabilities                            214.0                             184.2

    Convertible notes                                         334.2                             317.5

    Derivative liability                                       52.4                              51.6

    Other non-current liabilities                              19.0                              25.0

    Total liabilities                                         619.6                             578.3
                                                              -----                             -----


    Redeemable convertible preferred stock:

    Non-controlling interest
     redeemable convertible Series
     A Preferred Stock, $0.001 par
     value, 10,000,000 authorized
     shares; 35,805 shares issued
     and outstanding as of June 30,
     2018 and July 1, 2017                                     35.8                              35.8
                                                               ----                              ----

         Total redeemable convertible
          preferred stock                                      35.8                              35.8
                                                               ----                              ----

    Stockholders' equity:

    Common stock, $0.001 par value,
     990,000,000 authorized shares,
     62,790,087 and 61,476,103
     shares issued and outstanding
     as of June 30, 2018 and July
     1, 2017, respectively                                      0.1                               0.1

    Additional paid-in capital                                753.2                             694.5

    Retained earnings                                         166.4                            (83.2)

    Accumulated other comprehensive
     income                                                     6.4                               7.4

    Total stockholders' equity                                926.1                             618.8
                                                              =====                             =====

    Total liabilities, redeemable
     convertible preferred stock,
     and stockholders' equity                                          $1,581.5                       $1,232.9
                                                                       ========                       ========

Use of Non-GAAP Financial Measures

In this press release, Lumentum provides investors with gross margin, operating margin, net income, and net income (loss) per share on a non-GAAP basis. Lumentum believes this non-GAAP financial information provides additional insight into the Company's on-going performance and has therefore chosen to provide this information to investors for a more consistent basis of comparison and to help them evaluate the results of the Company's on-going operations and enable more meaningful period to period comparisons. Specifically, the Company believes that providing this information allows investors to better understand the Company's financial performance and, importantly, to evaluate the efficacy of the methodology and information used by management to evaluate and measure such operating performance. However, these measures may be different from non-GAAP measures used by other companies, limiting their usefulness for comparison purposes. The non-GAAP financial measures used in this press release should not be considered in isolation from measures of financial performance prepared in accordance with GAAP. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, many of the adjustments to our GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in our financial results for the foreseeable future. Further, these non-GAAP financial measures may not be comparable to similarly titled measurements reported by other companies.

Non-GAAP gross margin, non-GAAP operating margin, non-GAAP net income, and non-GAAP net income per share, Adjusted EBITDA, non-GAAP gross profit, non-GAAP operating income, non-GAAP income (loss) before income taxes and non-GAAP expenses exclude (i) stock-based compensation,(ii) acquisition related costs, (iii) other charges comprised mainly of set-up costs of our Thailand facility, including costs of transferring product lines to Thailand, as well as inventory write-downs due to cancelled programs and other costs and contingencies unrelated to current and future operations, (iv) amortization of acquired developed technologies, (v) workforce related charges such as severance, retention bonuses and employee relocation costs related to formal restructuring plans, (vi) non-cash interest expense, (vii) unrealized gain (loss) on derivative liability, (viii) non-cash income tax provision impacts, for example, a release of a U.S. valuation allowance, and the write down of deferred tax assets due to the 2017 Tax Cuts and Jobs Act. The presentation of these and other similar items in Lumentum's non-GAAP financial results should not be interpreted as implying that these items are non-recurring, infrequent or unusual.

A quantitative reconciliation between GAAP and non-GAAP financial data with respect to historical periods is included in the supplemental financial table attached to this press release.


                                                                        LUMENTUM HOLDINGS INC.

                                                         RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

                                                                 (in millions, except per share data)

                                                                              (unaudited)


                                      Three Months Ended                                   Twelve Months Ended

                              June 30, 2018             July 1, 2017               June 30, 2018             July 1, 2017
                              -------------             ------------               -------------             ------------


    Gross profit on GAAP
     basis                                      $95.5                                                 $67.3                    $432.1     $318.1

    Stock-based compensation            3.1                                   1.5                                      12.6        7.5

    Other charges related to
     non-recurring
     activities (a)                    12.7                                   3.0                                      37.2       15.1

    Amortization of acquired
     developed technologies             0.8                                   1.4                                       3.2        6.5
                                        ---                                   ---                                       ---        ---

    Gross profit on non-GAAP
     basis                                     $112.1                                                 $73.2                    $485.1     $347.2
                                               ======                                                 =====                    ======     ======


    Research and development
     on GAAP basis                              $38.5                                                 $35.4                    $156.8     $148.3

    Stock-based compensation          (3.7)                                (2.8)                                   (14.2)    (11.6)

    Other charges related to
     non-recurring
     activities                       (0.6)                                (0.3)                                    (2.0)     (1.0)

    Research and development
     on non-GAAP basis                          $34.2                                                 $32.3                    $140.6     $135.7
                                                =====                                                 =====                    ======     ======


    Selling, general and
     administrative on GAAP
     basis                                      $32.7                                                 $26.0                    $128.2     $110.2

    Stock-based compensation          (4.9)                                (3.5)                                   (20.0)    (13.6)

    Acquisition related costs         (2.1)                                    -                                    (4.8)         -

    Other charges related to
     non-recurring
     activities                       (1.4)                                (2.0)                                    (5.1)     (9.1)

    Amortization of acquired
     developed technologies               -                                    -                                        -     (0.3)

    Selling, general and
     administrative on non-
     GAAP basis                                 $24.3                                                 $20.5                     $98.3      $87.2
                                                =====                                                 =====                     =====      =====


    Income from operations on
     GAAP basis                                 $20.9                                                  $3.9                    $139.9      $47.6

    Stock-based compensation           11.7                                   7.8                                      46.8       32.7

    Acquisition related costs           2.1                                     -                                      4.8          -

    Other charges related to
     non-recurring
     activities (a)                    14.7                                   5.3                                      44.3       25.2

    Amortization of acquired
     developed technologies             0.8                                   1.4                                       3.2        6.8

    Restructuring and related
     charges                            3.4                                   2.0                                       7.2       12.0


    Income from operations on
     non-GAAP basis                             $53.6                                                 $20.4                    $246.2     $124.3
                                                =====                                                 =====                    ======     ======


    Interest and other
     (expense) income, net on
     GAAP basis                                $(1.0)                                               $(1.8)                   $(9.7)    $(3.2)

    Non-cash other (income)
     expense                              -                                (1.4)                                    (0.1)     (1.7)

    Effective interest
     expense on convertible
     notes                              4.3                                   4.1                                      16.7        5.1


    Interest and other
     (expense) income, net on
     non-GAAP basis                              $3.3                                                  $0.9                      $6.9       $0.2
                                                 ====                                                  ====                      ====       ====


    Income (loss) before
     income taxes on GAAP
     basis                                      $27.7                                               $(27.6)                   $129.4    $(59.8)

    Stock-based compensation           11.7                                   7.8                                      46.8       32.7

    Acquisition related costs           2.1                                     -                                      4.8          -

    Other charges related to
     non-recurring
     activities (a)                    14.7                                   5.3                                      44.3       25.2

    Amortization of acquired
     developed technologies             0.8                                   1.4                                       3.2        6.8

    Restructuring and related
     charges                            3.4                                   2.0                                       7.2       12.0

    Non-cash other (income)
     expense                              -                                (1.4)                                    (0.1)     (1.7)

    Effective interest
     expense on convertible
     notes                              4.3                                   4.1                                      16.7        5.1

    Unrealized (gain) loss on
     derivative liabilities           (7.8)                                 29.7                                       0.8      104.2

    Income before income
     taxes on non-GAAP basis                    $56.9                                                 $21.3                    $253.1     $124.5
                                                =====                                                 =====                    ======     ======


    Provision for (benefit
     from) income taxes on
     GAAP basis                                $(5.8)                                                $27.3                  $(118.7)     $42.7

    Income tax adjustments
     (b)                                1.1                                (31.0)                                    124.0     (40.6)

    Provision for (benefit
     from) income taxes on
     non-GAAP basis                            $(4.7)                                               $(3.7)                     $5.3       $2.1
                                                =====                                                 =====                      ====       ====


    Net income (loss) on GAAP
     basis                                      $33.5                                               $(54.9)                   $248.1   $(102.5)

    Stock-based compensation           11.7                                   7.8                                      46.8       32.7

    Acquisition related costs           2.1                                     -                                      4.8          -

    Other charges related to
     non-recurring
     activities (a)                    14.7                                   5.3                                      44.3       25.2

    Amortization of acquired
     developed technologies             0.8                                   1.4                                       3.2        6.8

    Restructuring and related
     charges                            3.4                                   2.0                                       7.2       12.0

    Non-cash other (income)
     expense                              -                                (1.4)                                    (0.1)     (1.7)

    Effective interest
     expense on convertible
     notes                              4.3                                   4.1                                      16.7        5.1

    Unrealized (gain) loss on
     derivative liabilities           (7.8)                                 29.7                                       0.8      104.2

    Income tax adjustments
     (b)                              (1.1)                                 31.0                                   (124.0)      40.6

    Net income on non-GAAP
     basis                                      $61.6                                                 $25.0                    $247.8     $122.4
                                                =====                                                 =====                    ======     ======


    Net income per share on
     non-GAAP basis                             $0.95                                                 $0.39                     $3.82      $1.94


    Shares used in per share
     calculation -diluted on
     GAAP basis                        65.0                                  61.3                                      63.3       60.6

    Non-GAAP adjustment (c)               -                                  1.0                                         -       1.0

    Effect of diluted
     securities from Series A
     Preferred Stock(d)                   -                                  1.5                                       1.5        1.5

    Shares used in per share
     calculation - diluted
     on non-GAAP basis                 65.0                                  63.8                                      64.8       63.1
                                       ====                                  ====                                      ====       ====


    (a) The increase during the
     fiscal year ended June 30, 2018
     primarily relates to set-up
     costs of our Thailand facility,
     including costs of transferring
     product lines to Thailand, as
     well as inventory write-downs
     due to cancelled programs.


    (b) The change during the fiscal
     year ended June 30, 2018 is
     primarily attributable to a
     credit of $207.0 million
     related to a release of a U.S.
     valuation allowance, which was
     offset by the write down of
     deferred tax assets due to the
     2017 "Tax Cuts and Jobs Act"
     reform in the amount of $83.0
     million.


    (c) This adjustment represents
     weighted-average potentially
     dilutive securities from our
     stock-based benefit plans
     excluded from the computation
     of diluted net loss per share
     attributable to common
     stockholders on a GAAP basis
     because the effect would have
     been anti-dilutive. This
     adjustment amount is added for
     the computation of diluted net
     income per share on a non-GAAP
     basis as we had a net income on
     a non-GAAP basis.


    (d) 1.5 million shares related
     to the potential conversion of
     the Series A Preferred Stock
     were added to the calculation
     of diluted shares available on
     a non-GAAP basis because their
     inclusion results in more
     dilutive earnings per share.


                                                                         LUMENTUM HOLDINGS INC.

                                                      RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA

                                                                             (in millions)

                                                                              (unaudited)


                                      Three Months Ended                              Twelve Months Ended


                              June 30, 2018            July 1, 2017               June 30, 2018             July 1, 2017
                              -------------            ------------               -------------             ------------

    GAAP net income (loss)                     $33.5                                               $(54.9)                 $248.1   $(102.5)

    Interest and other
     expense (income), net              1.0                                  1.8                                       9.7      3.2

    Provision for (benefit
     from) income taxes
     (b)                              (5.8)                                27.3                                   (118.7)    42.7

    Depreciation                       20.7                                 15.1                                      74.0     54.2

    Amortization of
     acquired developed
     technologies                       0.8                                  1.4                                       3.2      6.8
                                        ---

    EBITDA                             50.2                                (9.3)                                    216.3      4.4

    Restructuring and
     related charges                    3.4                                  2.0                                       7.2     12.0

    Stock-based
     compensation                      11.7                                  7.8                                      46.8     32.7

    Acquisition related
     costs                              2.1                                    -                                      4.8        -

    Other charges related
     to non-recurring
     activities (a)                    14.7                                  5.3                                      44.3     25.2

       Unrealized (gain) loss
        on derivative
        liabilities                   (7.8)                                29.7                                       0.8    104.2
                                       ----                                 ----                                       ---    -----

    Adjusted EBITDA                            $74.3                                                 $35.5                  $320.2     $178.5
                                               =====                                                 =====                  ======     ======


    (a) The increase during the
     fiscal year ended June 30,
     2018 primarily relates to
     set-up costs of our Thailand
     facility, including costs of
     transferring product lines to
     Thailand, as well as
     inventory write-downs due to
     cancelled programs.


    (b) The change during the
     fiscal year ended June 30,
     2018 is primarily
     attributable to a credit of
     $207.0 million related to a
     release of a U.S. valuation
     allowance, which was offset
     by the write down of deferred
     tax assets due to the 2017
     "Tax Cuts and Jobs Act"
     reform in the amount of $83.0
     million.

View original content:http://www.prnewswire.com/news-releases/lumentum-announces-fiscal-fourth-quarter-and-full-year-2018-results-300693936.html

SOURCE Lumentum