VIAVI Announces Second Quarter Fiscal 2019 Results

SAN JOSE, Calif., Feb. 5, 2019 /PRNewswire/ -- VIAVI (NASDAQ: VIAV) today reported results for its second fiscal quarter ended December 29, 2018. Amounts presented below are on a continuing operations basis unless otherwise noted.

Second quarter of fiscal 2019 net revenue was $306.9 million. GAAP net income was $15.4 million, or $0.07 per share. Non-GAAP net income was $50.9 million, or $0.22 per share.

First quarter of fiscal 2019 net revenue was $268.5 million. GAAP net loss was $(15.3) million or $(0.07) per share. Non-GAAP net income was $35.2 million, or $0.15 per share.

Second quarter of fiscal 2018 net revenue was $205.4 million. GAAP net loss was $(1.1) million, or $0.00 per share. Non-GAAP net income was $22.8 million, or $0.10 per share.

"VIAVI delivered its strongest financial performance quarter with record revenue, non-GAAP operating margin and non-GAAP EPS in fiscal Q2," said Oleg Khaykin, VIAVI's President and Chief Executive Officer. "Both NSE and OSP business segments exceeded our expectations, driven by strong year-end demand for our core product lines, a recovery in North American service provider spend and greater than expected demand in our key growth areas of 5G wireless and Fiber."

Khaykin added, "Looking ahead, we expect to see a typical seasonal spend decline in fiscal Q3 from North American service providers and consumer electronics customers. Seasonality aside, we expect continued strong performance in our key growth areas of 5G Wireless, 3D Sensing and Fiber throughout the calendar year 2019."

Financial Overview:

The tables below (in millions, except percentage, and per share data) provide comparisons of quarterly 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 (Adjusted) Financial Measures."



       
              
     Second Quarter Ended December 29, 2018

    ---



                                                                       
        
       GAAP Results


                                          Q2                        Q1                          Q2                
         
     Change


                                       FY 2019                   FY 2019                     FY 2018                Q/Q          Y/Y

                                                                                                                                 ---

        Net revenue                              $
            306.9                                     $
     268.5                        $
       205.4              14.3                49.4
                                                                                                                                                             %                  %


        Gross margin              58.0
          %                            56.0
                                                                             %                                58.1
       %                         
       200 bps         
      (10) bps


        Operating                 10.7
          %                           (0.4)
         margin                                                              %                                 3.4
       %                       
       1,110 bps          
      730 bps


        Income
         (loss) from                                                                                                                        %                %
         operations                       32.9                            (1.2)                                      6.9                2,841.7             376.8


        Net income
         (loss) per                                                                                                                         %
         share from
         continuing
         operations                       0.07                           (0.07)                                     0.00                  200.0                
      N.A.


                          
      
          Non-GAAP Results


                     Q2        Q1                       Q2         Change


                  FY 2019   FY 2019                  FY 2018 Q/Q          Y/Y



     Non-GAAP        61.2            59.8                     61.2
      gross
      margin            %              %                       %              
     140 bps      
       0 bps


     Non-GAAP        20.8            16.3                     13.9
      operating
      margin            %              %                       %              
     450 bps    
       690 bps


     Non-GAAP
      income from                                                                     %              %
      operations     63.9            43.8                     28.6                    45.9           123.4


     Non-GAAP
      net                                                                             %              %
      earnings
      per share
      from
      continuing
      operations     0.22            0.15                     0.10                    46.7           120.0


                                                      
     
     Net Revenue by Segment


                           Q2            % of Net              Q1                   Q2                   Change


                        FY 2019          revenue            FY 2019              FY 2018      Q/Q               Y/Y



     Network                    $
     195.5                        63.7                       $
     164.5                 $
     122.0        18.8
      Enablement                                                  %                                                                         %
                                                                                                                                   %     60.2


     Service               28.2                    9.2                                26.2          35.2                  7.6
      Enablement                                    %                                                                              %
                                                                                                                        %     (19.9)


     Optical Security      83.2                   27.1                                77.8          48.2                  6.9
      and Performance                               %                                                                              %
      Products                                                                                                          %       72.6



                  Total         $
     306.9                       100.0                       $
     268.5                 $
     205.4        14.3
                                                                                                                                            %
                                                                  %                                                                %     49.4

    --  Americas, Asia-Pacific and EMEA customers represented 40.8%, 32.9% and
        26.3%, respectively, of total net revenue for the quarter ended December
        29, 2018.
    --  As of December 29, 2018, the Company held $502.7 million in total cash
        and investments.
    --  As of December 29, 2018, the Company had $460.0 million aggregate
        principal amount of 1.00% Senior Convertible Notes and $225.0 million
        aggregate principal amount of 1.75% Senior Convertible Notes with a net
        carrying value of $568.4 million classified as long-term debt.
    --  During the fiscal quarter ended December 29, 2018, the Company generated
        $41.5 million of cash from operations.

ASC 606 - Revenue from Contracts with Customers:

On July 1, 2018, VIAVI adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers, as amended (commonly referred to as "ASC 606"). ASC 606 provides a unified model to determine when and how revenue is recognized, eliminating industry specific revenue recognition guidance. The Company adopted ASC 606 under the full retrospective method, which requires the Company to recast each prior period presented consistent with the new guidance. Accordingly, the financial results for the first quarter of fiscal 2019 presented in this exhibit have been prepared under ASC 606. In order to provide meaningful comparisons to prior periods, financial statements for the second quarter of fiscal 2018 and the balance sheet as of June 30, 2018 have been adjusted for ASC 606.

To further assist users of the financial statements, the financial tables in this exhibit also include supplemental schedules of financial information for fiscal years 2017 and 2018, adjusted for ASC 606.

Business Outlook for the Third Quarter of Fiscal 2019

For the third quarter of fiscal 2019 ending March 30, 2019, the Company expects net revenue to be between $247 million to $267 million and non-GAAP earnings per share to be $0.11 to $0.13.

With respect to our expectations above, the Company has not reconciled non-GAAP net income per share to GAAP net income (loss) per share in this press release because it is unable to provide a meaningful or accurate estimate of certain reconciling items described in the "Use of Non-GAAP (Adjusted) Financial Measures" section below and the information is not available without unreasonable effort as a result of the inherent difficulty of forecasting the timing and/or amounts of certain items, including certain charges related to restructuring, acquisition, integration and related charges. In addition, the Company believes such reconciliations would imply a degree of precision that may be confusing or misleading to investors.

Conference Call

The Company will discuss these results and other related matters at 1:30 p.m. Pacific Standard Time on February 5, 2019 in a live webcast, which will also be archived for replay on the Company's website at www.viavisolutions.com/investors. The Company will post supplementary slides outlining the Company's latest financial results on www.viavisolutions.com/investors under the "Quarterly Results" section concurrently with this earnings press release. This press release is being furnished as a Current Report on Form 8-K with the Securities and Exchange Commission, and will be available at www.sec.gov.

About VIAVI Solutions

VIAVI (NASDAQ: VIAV) is a global provider of network test, monitoring and assurance solutions to communications service providers, enterprises, network equipment manufacturers, civil government, military and avionics customers, supported by a worldwide channel community including VIAVI Velocity Solution Partners. We deliver end-to-end visibility across physical, virtual and hybrid networks, enabling customers to optimize connectivity, quality of experience and profitability. VIAVI is also a leader in high performance thin film optical coatings, providing light management solutions to anti-counterfeiting, consumer electronics, automotive, defense and instrumentation markets. Learn more about VIAVI at www.viavisolutions.com. Follow us on VIAVI Perspectives, LinkedIn, Twitter, YouTube and Facebook.

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 any expectation, anticipation or guidance as to future financial performance, including future revenue, gross margin, operating expense, operating margin, profitability targets, cash flow and other financial metrics, as well as the impact and duration of certain trends and market position and conditions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. In particular, the Company's ability to predict future financial performance continues to be difficult due to, among other things: (a) continuing general limited visibility across many of our product lines; (b) quarter-over-quarter product mix fluctuations, which can materially impact profitability measures due to the broad gross margin ranges across our portfolio; (c) consolidations in our customer base; (d) unforeseen changes in the demand for current and new products, technologies, services and customer purchasing delays as they assess or transition to such new technologies and/or architectures, both of which limit near-term demand visibility, and could negatively impact potential revenue; (e) continued decline of average selling prices across our businesses; (f) notable seasonality and a significant level of in-quarter book-and-ship business; (g) various product and manufacturing transfers, site consolidations, product discontinuances and the restructuring and workforce reduction plans, including the plan announced in July 2018 that may cause short-term disruptions; (h) challenges integrating the businesses the Company has acquired and realizing all of the expected benefits and savings; (i) the ability of our suppliers and contract manufacturers to meet production and delivery requirements to our forecasted demand; (j) potential disruptions or delays to our manufacturing and operations due to natural disasters such as the recent wildfires in Northern California; (k) the uncertain impact to our supply chain of tariffs, sanctions and other trade measures imposed by domestic and foreign governments and the possibility of escalation of "trade wars"; and (l) inherent uncertainty related to global markets and the effect of such markets on demand for our products. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on these risks, please refer to the "Risk Factors" section included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2018 filed with the Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date thereof and the Company assumes no obligation to update such statements.

Contact Information

Investors:
Bill Ong
408-404-4512
bill.ong@viavisolutions.com

Press:
Amit Malhotra
202-341-8624
amit.malhotra@viavisolutions.com

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

-SELECTED PRELIMINARY FINANCIAL DATA -


                                                                                           
              
                VIAVI SOLUTIONS INC.


                                                                               
             
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                    
             
                (in millions, except per share data)


                                                                                                
              
                (unaudited)


                                                                                                
              
                PRELIMINARY




                                                       Three Months Ended                                           
              
                Six Months Ended


                                        December 29, 2018                             December 30, 2017                                          December 29, 2018     December 30, 2017

                                                                                                                                                                   ---

      Net revenue                                           $
              306.9                                                 $
              205.4                                          $
         575.4    $
       396.3


      Cost of revenues                              120.4                        81.9                                                                    229.1                                   156.0


      Amortization of
       acquired
       technologies                                   8.5                         4.1                                                                     17.9                                     8.2


      Gross profit                                  178.0                       119.4                                                                    328.4                                   232.1




     Operating expenses:


      Research and
       development                                   45.9                        29.9                                                                     88.5                                    59.0


      Selling, general and
       administrative                                88.5                        76.7                                                                    172.9                                   149.0


      Amortization of other
       intangibles                                   10.4                         3.4                                                                     20.2                                     6.5


      Restructuring and
       other charges                                  0.3                         2.5                                                                     15.1                                     4.0



      Total operating
       expenses                                     145.1                       112.5                                                                    296.7                                   218.5



      Income from
       operations                                    32.9                         6.9                                                                     31.7                                    13.6


      Interest and other
       income, net                                    1.7                         2.9                                                                      3.6                                     3.1


      Loss on sale of
       investments                                  (0.2)                                                                                              (0.4)


      Interest expense                              (8.1)                     (11.7)                                                                  (18.2)                                 (24.2)



      Income (loss) before
       taxes                                         26.3                       (1.9)                                                                    16.7                                   (7.5)


      Provision for
       (benefit from)
       income taxes                                  10.9                       (0.8)                                                                    16.6                                     1.2



      Income (loss) from
       continuing
       operations, net of
       taxes                                         15.4                       (1.1)                                                                     0.1                                   (8.7)


      Loss from
       discontinued
       operations, net of
       taxes                                        (2.4)                                                                                              (2.4)



      Net income (loss)                                      $
              13.0                                                 $
              (1.1)                                         $
         (2.3)   $
       (8.7)





      Income (loss) per share  -basic:


      Continuing operations                                  $
              0.07                                                  $
              0.00                                           $
         0.00   $
       (0.04)


      Discontinued
       operations                                  (0.01)                                                                                             (0.01)


      Net income (loss) per
       share -basic                                          $
              0.06                                                  $
              0.00                                         $
         (0.01)  $
       (0.04)





      Income (loss) per share -diluted:


      Continuing operations                                  $
              0.07                                                  $
              0.00                                           $
         0.00   $
       (0.04)


      Discontinued
       operations                                  (0.01)                                                                                             (0.01)


      Net income (loss) per
       share -diluted                                        $
              0.06                                                  $
              0.00                                         $
         (0.01)  $
       (0.04)





      Shares used in per-
       share calculation -
       basic                                        228.3                       227.4                                                                    227.8                                   227.7


      Shares used in per-
       share calculation -
       diluted                                      230.4                       227.4                                                                    230.5                                   227.7



                            The preliminary financial
                             statements are estimated based
                             on our current information.


                                                   
           
              VIAVI SOLUTIONS INC.


                                          
              
           CONDENSED CONSOLIDATED BALANCE SHEETS


                                                 
           
              (in millions, unaudited)


                                                       
         
                PRELIMINARY




                                                                December 29, 2018                               June 30, 2018

                                                                                                         ---


     
                ASSETS



     Current assets:


      Cash and cash equivalents                                                       $
              465.6                     $
        611.4


      Short-term investments                                                 30.0                         169.3



     Restricted cash                                                         7.1                           7.3


      Accounts receivable, net                                              248.3                         218.6



     Inventories, net                                                       87.2                          92.3


      Prepayments and other current
       assets                                                                51.7                          56.3



     Total current assets                                                  889.9                       1,155.2


      Property, plant and equipment,
       net                                                                  180.6                         170.5



     Goodwill                                                              371.1                         336.3



     Intangibles, net                                                      222.9                         235.1


      Deferred income taxes                                                 113.2                         114.3


      Other non-current assets                                               20.5                          15.4



     Total assets                                                                  $
              1,798.2                   $
        2,026.8



                   LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:



     Accounts payable                                                                 $
              55.4                      $
        55.5


      Accrued payroll and related
       expenses                                                              61.6                          52.8



     Deferred revenue                                                       59.2                          60.6



     Accrued expenses                                                       33.4                          30.1


      Current portion of long-term
       debt                                                                     -                        275.3


      Other current liabilities                                              88.2                          78.9


      Total current liabilities                                             297.8                         553.2


      Long-term debt, net of current
       portion                                                              568.4                         557.9


      Other non-current liabilities                                         221.9                         180.8


      Total stockholders' equity                                            710.1                         734.9



      Total liabilities and
       stockholders' equity                                                         $
              1,798.2                   $
        2,026.8



                            The preliminary financial
                             statements are estimated based
                             on our current information.


                                                                                                                                                                   
              
                VIAVI SOLUTIONS INC.


                                                                                                                                                              
              
                REPORTABLE SEGMENT INFORMATION


                                                                                                                                                                 
              
                (in millions, unaudited)


                                                                                                                                                                       
              
                PRELIMINARY




                                                                                                                
             
             Three Months Ended December 29, 2018


                                                    Network and Service Enablement


                                         Network                                          Service                  Network and                                           Optical Security                            Other Items (1)                       Consolidated
                              Enablement                                       Enablement                  Service                                            and Performance                                                                  GAAP Measures
                                                                                                       Enablement                                              Products

                                                                                                                                                                                                                                                                    ---

      Net revenue                                $
             195.5                                                              $
              28.2                                                                                      $
     223.7                                     $
        83.2             
     $ $
     306.9




      Gross
       profit                              125.7                                                  20.3                                                                                146.0                                               41.8                             (9.8)                   178.0


      Gross                                 64.3                                                  72.0                                                                                 65.3                                               50.2                                                58.0
       margin                                  %                                                    %                                                                                   %                                                 %                                                  %





     Operating income                                                                                                  32.8                                                                  31.1                                                               (31.0)              32.9



     Operating margin                                                                                                  14.7                                                                  37.4                                                                      10.7
                                                                                                                             %                                                                    %                                                                        %




                                                                                                              
             
             Three Months Ended December 30, 2017 (2)


                                                    Network and Service Enablement


                                         Network                                          Service                  Network and                                           Optical Security                            Other Items (1)                       Consolidated
                              Enablement                                       Enablement                  Service                                            and Performance                                                                  GAAP Measures
                                                                                                       Enablement                                              Products

                                                                                                                                                                                                                                                                    ---

      Net revenue                                $
             122.0                                                              $
              35.2                                                                                      $
     157.2                                     $
        48.2             
     $ $
     205.4




      Gross
       profit                               74.4                                                  25.1                                                                                 99.5                                               26.2                             (6.3)                   119.4


      Gross                                 61.0                                                  71.3                                                                                 63.3                                               54.4                                                58.1
       margin                                  %                                                    %                                                                                   %                                                 %                                                  %





     Operating income                                                                                                  11.2                                                                  17.4                                                               (21.7)               6.9



     Operating margin                                                                                                   7.1                                                                  36.1                                                                       3.4
                                                                                                                             %                                                                    %                                                                        %




                                                                                                                 
             
             Six Months Ended December 29, 2018


                                                    Network and Service Enablement


                                         Network                                          Service                  Network and                                           Optical Security                            Other Items (1)                       Consolidated
                              Enablement                                       Enablement                  Service                                            and Performance                                                                  GAAP Measures
                                                                                                       Enablement                                              Products

                                                                                                                                                                                                                                                                    ---

      Net revenue                                $
             360.0                                                              $
              54.4                                                                                      $
     414.4                                    $
        161.0             
     $ $
     575.4




      Gross
       profit                              228.6                                                  38.6                                                                                267.2                                               81.2                            (20.0)                   328.4


      Gross                                 63.5                                                  71.0                                                                                 64.5                                               50.4                                                57.1
       margin                                  %                                                    %                                                                                   %                                                 %                                                  %





     Operating income                                                                                                  49.2                                                                  58.5                                                               (76.0)              31.7



     Operating margin                                                                                                  11.9                                                                  36.3                                                                       5.5
                                                                                                                             %                                                                    %                                                                        %




                                                                                                               
             
             Six Months Ended December 30, 2017 (2)


                                                    Network and Service Enablement


                                         Network                                          Service                  Network and                                           Optical Security                            Other Items (1)                       Consolidated
                              Enablement                                       Enablement                  Service                                            and Performance                                                                  GAAP Measures
                                                                                                       Enablement                                              Products

                                                                                                                                                                                                                                                                    ---

      Net revenue                                $
             233.6                                                              $
              60.1                                                                                      $
     293.7                                    $
        102.6             
     $ $
     396.3




      Gross
       profit                              144.7                                                  42.4                                                                                187.1                                               57.6                            (12.6)                   232.1


      Gross                                 61.9                                                  70.5                                                                                 63.7                                               56.1                                                58.6
       margin                                  %                                                    %                                                                                   %                                                 %                                                  %




      Operating income (loss)                                                                                           15.1                                                                  39.6                                                               (41.1)              13.6



     Operating margin                                                                                                   5.1                                                                  38.6                                                                       3.4
                                                                                                                             %                                                                    %                                                                        %



               (1) Other items include charges
                unrelated to core operating
                performance primarily consisted of
                acquisition and integration related
                expenses, transformational initiatives
                such as the implementation of
                simplified automated processes, site
                consolidations, and reorganization,
                amortization of acquisition related
                inventory step-up, and loss on
                disposal of long-lived assets.


               (2)  As adjusted for adoption of ASC
                606.




                            The preliminary financial schedules are
                             estimated based on our current
                             information.

Use of Non-GAAP (Adjusted) Financial Measures

The Company provides non-GAAP gross margin, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA financial measures as supplemental information regarding the Company's operational performance. The Company uses the measures disclosed in this release to evaluate the Company's historical and prospective financial performance, as well as its performance relative to its competitors. Specifically, management uses these items to further its own understanding of the Company's core operating performance, which the Company believes represent its performance in the ordinary, ongoing and customary course of its operations. Accordingly, management excludes from core operating performance items such as those relating to certain purchase price accounting adjustments, amortization of acquisition-related intangibles and inventory step-up, stock-based compensation, restructuring, separation costs, and certain investing expenses and non-cash activities that management believes are not reflective of such ordinary, ongoing and customary course activities. Additionally, the Company excludes the results of discontinued operations in calculating non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA for all periods reported. The Company believes excluding these items enables investors to evaluate more clearly and consistently the Company's core operational performance.

The Company believes providing this additional information allows investors to see Company results through the eyes of management. The Company further 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 performance.

The non-GAAP adjustments described in this release are excluded by the Company from its non-GAAP financial measures. The non-GAAP adjustments, and the basis for excluding them, are outlined below.

Cost of revenues, costs of research and development and costs of selling, general and administrative: The Company's GAAP presentation of gross margin and operating expenses may include (i) additional depreciation and amortization from changes in estimated useful life and the write-down of certain property, equipment and intangibles that have been identified for disposal but remained in use until the date of disposal, (ii) workforce related charges such as severance, retention bonuses and employee relocation costs related to formal restructuring plans, (iii) costs for facilities not required for ongoing operations, and costs related to the relocation of certain equipment from these facilities and/or contract manufacturer facilities, (iv) stock-based compensation, and (v) other charges unrelated to our core operating performance comprising mainly of acquisition, amortization of related intangibles and inventory step-up, integration, litigation and other costs and contingencies unrelated to current and future operations, including transformational initiatives such as the implementation of simplified automated processes, site consolidations, and reorganizations. The Company excludes these items in calculating non-GAAP gross margin, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA. The Company believes excluding these items enables investors to evaluate more clearly and consistently the Company's core operational performance.

Amortization of intangibles: The Company includes amortization expense related to intangibles in its GAAP presentation of cost of revenues and operating expense. The Company excludes these significant non-cash items in calculating non-GAAP gross margin, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA, because it believes doing so provides investors a clearer and more consistent view of the Company's core operating performance in terms of cost of revenues and operating expenses.

Non-cash interest expense and other expense: The Company incurred non-cash interest expense accretion of the debt discount on its convertible debt instruments. The Company incurred a loss in connection with repurchasing certain of its 0.625% Senior Convertible Notes which was recorded in interest and other income, net, in compliance with the authoritative guidance. The Company eliminates these items in calculating non-GAAP net income (loss), and non-GAAP net income (loss) per share, EBITDA and adjusted EBITDA, because it believes that in so doing, it can provide investors a clearer and more consistent view of the Company's core operating performance.

Gain or loss on sale of available for-sale investments: The Company has sold available-for-sale investments and includes the impact of these activities in its GAAP presentation of net income (loss) and net income (loss) per share. The Company's core business does not include making financial investments in third parties. Moreover, the amount and timing of gains and losses on the sale of available-for-sale investments are unpredictable. Consequently, the Company excludes these items in calculating non-GAAP net income (loss), non-GAAP net income (loss) per share, and adjusted EBITDA because it believes gains or losses on these sales are not related to the Company's ongoing core business and operating performance.

Income tax expense or benefit: The Company excludes certain non-cash tax expense or benefit items, such as the utilization of net operating losses where valuation allowances were released, intra-period tax allocation benefit, the impact of US tax reform enacted in December 2017 and the tax effect for amortization of non-tax deductible intangible assets, in calculating non-GAAP net income (loss) and non-GAAP net income (loss) per share. As the Company excludes amortization of certain intangibles assets in calculating non-GAAP gross margin, non-GAAP operating profit or (loss) and non-GAAP income or (loss), the tax benefit resulting from non-tax deductible amortization expense of such intangible assets is also excluded from non-GAAP metrics. The Company believes excluding these items enables investors to evaluate more clearly and consistently the Company's core operational performance.

Interest, taxes, depreciation, amortization and other adjustments: The Company's EBITDA calculation primarily excludes interest and other income (expense), interest expense, taxes, depreciation and amortization, and other items that are not part of its core operating performance described above. The Company's adjusted EBITDA excludes items in addition to the items excluded from the EBITDA calculation such as stock-based compensation, impairment of goodwill, restructuring and related charges (benefits), gain or loss on sale of available for-sale investments and other charges related to activities that are not part of its core operating performance described above. Management believes adjusted EBITDA is a good indicator of the Company's core operational cash flow.

Non-GAAP financial measures are not in accordance with, preferable to, or an alternative for, generally accepted accounting principles in the United States. The GAAP measure most directly comparable to non-GAAP net income (loss) is net income (loss). The GAAP measure most directly comparable to non-GAAP net income (loss) per share is net income (loss) per share. The Company believes these GAAP measures alone are not fully indicative of its core operating expenses and performance and that providing non-GAAP financial measures in conjunction with GAAP measures provides valuable supplemental information regarding the Company's overall performance.


                                                                                                                                                                                                                             
             
                VIAVI SOLUTIONS INC.


                                                                                                                                                                                                           
             
               RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS


                                                                                                                                                                                                                             
             
                TO NON-GAAP MEASURES


                                                                                                                                                                                                                     
             
                (in millions, except per share data)


                                                                                                                                                                                                                                 
              
                (unaudited)


                                                                                                                                                                                                                                 
              
                PRELIMINARY





       The following tables reconcile GAAP measures to non-GAAP measures:




                                                                                                 
           
            Three Months Ended                                                                                                                
              
                Six Months Ended


                                                                               December 29, 2018                                                          December 30, 2017 (1)                                                December 29, 2018                                                                 December 30, 2017 (1)


                                                                   Gross                                  Gross                                Gross                                     Gross                      Gross                                                  Gross                            Gross                                  Gross
                                                       Profit                                    Margin                              Profit                                     Margin                   Profit                                                Margin                             Profit                                  Margin

                                                                                                                                                                                                                                                                                                                                                       ---

        GAAP measures from                                                 $
        178.0                                                             58.0                                                      $
             119.4                                                                58.1                                                          $
           328.4                      57.1                    $
          232.1          58.6
         continuing operations                                                                                                                       %                                                                                                                                       %                                                                                               %                                            %


        Stock-based compensation                                       0.9                                             0.3                                                                     0.7                                            0.4                                                                   1.7                                                0.3                       1.6               0.4
                                                                                                                        %                                                                                                                    %                                                                                                                      %                                         %


        Other charges unrelated
         to core operating                                                                                              %                                                                                                                    %                                                                                                                                                                %
         performance (2)                                               0.4                                             0.1                                                                     1.5                                            0.7                                                                   0.4                                                    %                    2.8               0.7


        Amortization of                                                8.5                                             2.8                                                                     4.1                                            2.0                                                                  17.9                                                3.1                       8.2               2.0
         intangibles                                                                                                    %                                                                                                                    %                                                                                                                      %                                         %

                                                                                                                                                                                                                                                                                                                                                                                                                           ---

        Total related to Cost of                                       9.8                                             3.2                                                                     6.3                                            3.1                                                                  20.0                                                3.4                      12.6               3.1
         Revenue                                                                                                        %                                                                                                                    %                                                                                                                      %                                         %



        Non-GAAP measures from                                             $
        187.8                                                             61.2                                                      $
             125.7                                                                61.2                                                          $
           348.4                      60.5                    $
          244.7          61.7
         continuing operations                                                                                                                       %                                                                                                                                       %                                                                                               %                                            %

                                                                                                                                                                                                                                                                                                                                                                                                                                                   ===



                                                                                                 
           
            Three Months Ended                                                                                                                
              
                Six Months Ended


                                                                               December 29, 2018                                                          December 30, 2017 (1)                                                December 29, 2018                                                                 December 30, 2017 (1)


                                                                 Operating                              Operating                           Operating                                  Operating                  Operating                                              Operating                       Operating                               Operating
                                                       Income                                    Margin                              Income                                     Margin                   Income                                                Margin                             Income                                  Margin

                                                                                                                                                                                                                                                                                                                                                       ---

        GAAP measures from                                                  $
        32.9                                                             10.7                                                        $
             6.9                                                                 3.4                                                           $
           31.7                       5.5                     $
          13.6           3.4
         continuing operations                                                                                                                       %                                                                                                                                       %                                                                                               %                                            %


        Stock-based compensation                                       9.6                                             3.1                                                                     7.7                                            3.7                                                                  17.7                                                3.1                      15.2               3.9
                                                                                                                        %                                                                                                                    %                                                                                                                      %                                         %


        Other charges unrelated
         to core operating                                                                                              %                                                                                                                    %                                                                                                                      %                                         %
         performance (3)                                               2.2                                             0.7                                                                     4.0                                            1.9                                                                   5.1                                                0.9                       7.2               1.8


        Amortization of                                               18.9                                             6.2                                                                     7.5                                            3.7                                                                  38.1                                                6.6                      14.7               3.7
         intangibles                                                                                                    %                                                                                                                    %                                                                                                                      %                                         %


        Restructuring and related                                      0.3                                             0.1                                                                     2.5                                            1.2                                                                  15.1                                                2.6                       4.0               1.0
         charges                                                                                                        %                                                                                                                    %                                                                                                                      %                                         %



        Total related to Cost of
         Revenue and Operating                                                                                          %                                                                                                                    %                                                                                                                      %                                         %
         Expenses                                                     31.0                                            10.1                                                                    21.7                                           10.5                                                                  76.0                                               13.2                      41.1              10.4

                                                                                                                                                                                                                                                                                                                                                                                                                           ---

        Non-GAAP measures from                                              $
        63.9                                                             20.8                                                       $
             28.6                                                                13.9                                                          $
           107.7                      18.7                     $
          54.7          13.8
         continuing operations                                                                                                                       %                                                                                                                                       %                                                                                               %                                            %

                                                                                                                                                                                                                                                                                                                                                                                                                                                   ===



                                                                                                 
           
            Three Months Ended                                                                                                                
              
                Six Months Ended


                                                                               December 29, 2018                                                          December 30, 2017 (1)                                                December 29, 2018                                                                 December 30, 2017 (1)


                                                                    Net                                  Diluted                            Net (Loss)                                  Diluted                      Net                                                  Diluted                        Net (loss)                               Diluted
                                                       Income                                      EPS                               Income                                       EPS                    Income                                                  EPS                              Income                                    EPS

                                                                                                                                                                                                                                                                                                                                                       ---

        GAAP measures from
         continuing operations                                              $
        15.4                                                                  $
              0.07                                                       $
              (1.1)                                                                        $
              0.00                                     $
         0.1              $
            0.00                  $
        (8.7)       $
        (0.04)


        Items reconciling GAAP net income (loss)
         from continuing operations and EPS to
         non-GAAP net income and EPS:


        Stock-based compensation                                       9.6                                            0.04                                                                     7.7                                           0.03                                                                  17.7                                               0.08                      15.2              0.07


        Other charges unrelated
         to core operating
         performance (3)                                               2.2                                            0.01                                                                     4.0                                           0.02                                                                   5.1                                               0.02                       7.2              0.03


        Amortization of
         intangibles                                                  18.9                                            0.08                                                                     7.5                                           0.03                                                                  38.1                                               0.17                      14.7              0.06


        Restructuring and related
         charges                                                       0.3                                                                                                                    2.5                                           0.01                                                                  15.1                                               0.07                       4.0              0.02


        Loss on sale of
         investments                                                   0.2                                                                                                                                                                                                                                       0.4


        Non-cash interest
         expense and other
         expense                                                       4.9                                            0.02                                                                     8.6                                           0.04                                                                  11.5                                               0.05                      21.3              0.09


        Benefit from income taxes                                    (0.6)                                                                                                                 (6.4)                                        (0.03)                                                                (1.9)                                            (0.01)                    (8.6)           (0.04)



        Total related to net
         income from continuing
         operations and EPS                                           35.5                                            0.15                                                                    23.9                                           0.10                                                                  86.0                                               0.37                      53.8              0.23



        Non-GAAP measures from
         continuing operations                                              $
        50.9                                                                  $
              0.22                                                        $
              22.8                                                                         $
              0.10                                    $
         86.1              $
            0.37                   $
        45.1         $
         0.19



        Shares used in per share calculation for
         Non-GAAP EPS                                                                                     230.4                                                                                    229.9                                                                                                      230.5                                                             231.3

    ---

               Note: Certain totals may not add due to
                rounding




               (1) As adjusted for adoption of ASC
                606.


               (2) Other items include charges
                unrelated to core operating
                performance consisted of acquisition
                and integration related expenses such
                as amortization of acquisition related
                inventory step-up, site
                consolidations and reorganizations.


               (3) Other items include charges
                unrelated to core operating
                performance primarily consisted of
                acquisition and integration related
                transformational initiatives such as
                the implementation of simplified
                automated processes, site
                consolidations, and reorganization,
                amortization of acquisition related
                inventory step-up, and loss on
                disposal of long-lived assets.




                            The preliminary financial schedules are
                             estimated based on our current
                             information.


                                                                       
              
                VIAVI SOLUTIONS INC.


                                                                 
     
            RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS


                                                                        
              
                TO ADJUSTED EBITDA


                                                                     
              
                (in millions, unaudited)


                                                                           
              
                PRELIMINARY




                            
           
               Three Months Ended                                      
              
                Six Months Ended


                              December 29, 2018                                December 30, 2017(1)                                             December 29, 2018              December 30, 2017(1)



     GAAP net income (loss)
      from continuing
      operations                                 $
              15.4                                                          $
              (1.1)                       $
        0.1                        $
       (8.7)


     Interest and other
      income, net                         (1.7)                         (2.9)                                                                         (3.6)           (3.1)


     Interest expense                       8.1                           11.7                                                                           18.2             24.2


     Provision for income
      taxes                                10.9                          (0.8)                                                                          16.6              1.2


     Depreciation                           9.8                            8.3                                                                           19.7             16.7


     Amortization                          18.9                            7.5                                                                           38.1             14.7



     EBITDA from continuing
      operations                           61.4                           22.7                                                                           89.1             45.0



     Loss on sale of
      investments                           0.2                                                                                                          0.4


     Costs related to
      restructuring and
      related charges                       0.3                            2.5                                                                           15.1              4.0


     Costs related to
      stock-based
      compensation                          9.6                            7.7                                                                           17.7             15.2


     Other charges
      unrelated to core
      operating performance
      (2)                                  2.2                            4.0                                                                            5.1              7.2


     Adjusted EBITDA from
      continuing operations                      $
              73.7                                                           $
              36.9                      $
        127.4                         $
       71.4



               Note: Certain totals may not add due to
                rounding




               (1) As adjusted for adoption of ASC
                606.


               (2) Other items include charges
                unrelated to core operating
                performance primarily consisted of
                acquisition and integration related
                expenses, transformational initiatives
                such as the implementation of
                simplified automated processes, site
                consolidations, and reorganization,
                amortization of acquisition related
                inventory step-up, and loss on
                disposal of long-lived assets.




                            The preliminary financial schedules are
                             estimated based on our current
                             information.


                                                                                                                                                                                                                    
              
                VIAVI SOLUTIONS INC.


                                                                                                                                                                                             
              
                SUPPLEMENTAL SCHEDULE OF FINANCIAL INFORMATION ADJUSTED FOR ASC 606


                                                                                                                                                                                                            
              
                (in millions, except per share data)


                                                                                                                                                                                                                    
              
                (US GAAP, unaudited)




                                                                                                                                                                                     
              
                
                  Condensed Consolidated Statements of Operations Adjusted for ASC 606

                                                                                                                                                                                                                                         ---


     During May 2014, the Financial Accounting Standards Board issued updated revenue recognition standards (ASC 606). VIAVI adopted ASC 606 on a full retrospective basis effective July 1, 2018, the first day of fiscal 2019.





     The following table presents the condensed consolidated statements of operations for the quarterly and annual periods of fiscal 2018 and the annual period of fiscal 2017 as adjusted for ASC 606 (in millions, except per share data):




                                                                                                                         
              
                Three Months Ended                                                                                                                                           Twelve Months Ended


                                                               September 30, 2017                                               December 30, 2017                                     March 31, 2018                                               June 30, 2018                                 June 30, 2018                        July 1, 2017




     Net revenue                                                                   $
              190.9                                                                                                   $
              205.4                                                                                          $
              218.7                          $
     260.7            $
     875.7 $
     805.0


      Cost of revenues                                                       78.2                                                                       86.0                                                                                                  95.4                                                              127.7                   387.3               326.0



     Gross profit                                                          112.7                                                                      119.4                                                                                                 123.3                                                              133.0                   488.4               479.0



      Income (loss) from
       operations                                                             6.7                                                                        6.9                                                                                                   0.4                                                             (12.1)                    1.9                 7.0


      Income (loss) from
       continuing operations,
       before income tax                                                    (5.6)                                                                     (1.9)                                                                                                (7.6)                                                            (20.6)                 (35.7)              180.0


      Provision for income
       taxes                                                                  2.0                                                                      (0.8)                                                                                                  3.1                                                                8.6                    12.9                21.4



      Income (loss) from
       continuing operations,
       net of tax                                                           (7.6)                                                                     (1.1)                                                                                               (10.7)                                                            (29.2)                 (48.6)              158.6


      Income (loss) from
       discontinued operations,
       net of tax                                                                                                                                                                                                                                                                                                                                                        1.6


      Net (loss) income                                                     (7.6)                                                                     (1.1)                                                                                               (10.7)                                                            (29.2)                 (48.6)              160.2





      Net (loss) income per
       share -basic                                                       $(0.03)                                                                     $0.00                                                                                               $(0.05)                                                           $(0.13)                $(0.21)              $0.70


      Net (loss) income per
       share -diluted                                                     $(0.03)                                                                     $0.00                                                                                               $(0.05)                                                           $(0.13)                $(0.21)              $0.68




      Shares used in per share
       calculation -basic                                                   228.1                                                                      227.4                                                                                                 226.3                                                              226.5                   227.1               229.9


      Shares used in per share
       calculation -diluted                                                 228.1                                                                      227.4                                                                                                 226.3                                                              226.5                   227.1               234.5



               Note: Certain totals may
                not add due to rounding


                                                                         
              
                VIAVI SOLUTIONS INC.


                                                    
              
                RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES - ASC 606


                                                                 
              
                (in millions, except per share data)


                                                                              
              
                (unaudited)




                                               
             The following tables reconcile GAAP measures to non-GAAP measures Adjusted for ASC 606:




                                                                       
              
                Three Months Ended


                                                 March 31, 2018                                                                                  June 30, 2018


                               Gross Profit                                      Gross Margin                                     Gross Profit                 Gross Margin

                                                                                                                                                                        ---


     GAAP measures                         $
       123.3                                                                                     56.4                               $
     133.0          51.0
                                                                                                                                             %                                                  %


      Stock-based compensation          0.8                                                          0.4                                                                  0.9           0.3
                                                                                                      %                                                                                %


      Other charges unrelated
       to core operating                                                                              %                                                                                %
       performance (1)                  3.7                                                          1.7                                                                  7.2           2.8


      Amortization of                   6.2                                                          2.8                                                                 12.3           4.7
       intangibles                                                                                    %                                                                                %



      Total related to Cost of         10.7                                                          4.9                                                                 20.4           7.8
       Revenue                                                                                        %                                                                                %

                                                                                                                                                                                            ---

      Non-GAAP measures                     $
       134.0                                                                                     61.3                               $
     153.4          58.8
                                                                                                                                             %                                                  %

                                                                                                                                                                                                     ===



               Note: Certain totals may not add
                due to rounding




               (1) During the three-month
                periods presented above, other
                charges unrelated to core
                operating performance primarily
                consisted of acquisition and
                integration related costs,
                amortization of acquisition-
                related inventory step-up,
                loss on disposal of long-lived
                assets.

                                                                       
              
        Three Months Ended


                                      
              
         March 31, 2018                                            
              
          June 30, 2018


                                Operating Income                      Operating Margin                    Operating (Loss) Income                Operating Margin




     GAAP measures                                 $
       0.4                                                                   0.2                                  $
       (12.1)      (4.6)
                                                                                                                                %                                                      %


      Stock-based compensation               7.6                                        3.5                                                                     7.7              3.0
                                                                                         %                                                                                      %


      Other charges unrelated
       to core operating                                                                 %                                                                                      %
       performance (1)                      14.2                                        6.5                                                                    12.0              4.6


      Amortization of                       10.7                                        4.9                                                                    22.3              8.6
       intangibles                                                                       %                                                                                      %


      Restructuring and related              0.3                                        0.1                                                                     4.0              1.5
       charges                                                                           %                                                                                      %



      Total related to Cost of
       Revenue and Operating                                                             %                                                                                      %
       Expenses                             32.8                                       15.0                                                                    46.0             17.7



      Non-GAAP measures                            $
       33.2                                                                  15.2                                    $
       33.9        13.0
                                                                                                                                %                                                      %



               Note: Certain totals may not add
                due to rounding




               (1) During the three-month
                periods presented above, other
                charges unrelated to core
                operating performance primarily
                consisted of acquisition
                related costs, amortization of
                acquisition-related inventory
                step-up, loss on disposal of
                long-lived assets.

                                                                
             
           Three Months Ended


                                                 March 31, 2018                                             
              
           June 30, 2018


                          Net (loss) Income                       Diluted EPS                        Net (loss) Income                       Diluted EPS



     GAAP measures                          $
          (10.7)                                                               $
         (0.05)                           $
        (29.2)    $
        (0.13)


     Items reconciling
      GAAP net (loss)
      income and EPS to
      non-GAAP net
      income and EPS:


     Stock-based
      compensation                      7.6                                      0.03                                                                  7.7                  0.03


     Other charges
      unrelated to core
      operating
      performance (1)                  14.2                                      0.06                                                                 12.0                  0.05


     Amortization of
      intangibles                      10.7                                      0.05                                                                 22.3                  0.10


     Restructuring and
      related charges                   0.3                                                                                                           4.0                  0.02


     Loss on sale of
      investments                       0.1


     Non-cash interest
      expense and other
      expense                           8.4                                      0.04                                                                  8.4                  0.04


     Provision for
      (benefit from)
      income taxes                    (1.4)                                   (0.01)                                                                 1.9                  0.01



     Total related to net
      income and EPS                   39.9                                      0.17                                                                 56.3                  0.25


     Non-GAAP measures                        $
          29.2                                                                  $
         0.13                             $
         27.1     $
          0.12



     Shares used in per
      share calculation
      for Non-GAAP EPS                                                  228.8                                                                              229.4



               Note: Certain totals may not add
                due to rounding




               (1) During the three-month
                periods presented above, other
                charges unrelated to core
                operating performance primarily
                consisted of acquisition
                related costs, amortization of
                acquisition-related inventory
                step-up, loss on disposal of
                long-lived assets.

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SOURCE VIAVI Financials