Lumentum Announces Fiscal Third Quarter 2019 Results

MILPITAS, Calif., May 7, 2019 /PRNewswire/ -- Lumentum Holdings Inc. ("Lumentum" or the "Company") today reported results for its fiscal third quarter ended March 30, 2019.

Net revenue for the fiscal third quarter of 2019 was $432.9 million, with GAAP net loss attributable to common stockholders of $(74.3) million, or $(0.98) per diluted share. Net revenue for the fiscal second quarter of 2019 was $373.7 million, with GAAP net income attributable to common stockholders of $5.4 million, or $0.08 per diluted share. Net revenue for the fiscal third quarter of 2018 was $298.8 million, with GAAP net income attributable to common stockholders of $2.4 million, or $0.04 per diluted share.

Non-GAAP net income for the fiscal third quarter of 2019 was $69.9 million, or $0.91 per diluted share. Non-GAAP net income for the fiscal second quarter of 2019 was $78.3 million, or $1.15 per diluted share. Non-GAAP net income for the fiscal third quarter of 2018 was $50.6 million, or $0.78 per diluted share.

The Company held $697.5 million in total cash and short-term investments at the end of the fiscal third quarter of 2019.

"The third quarter continued a theme that started more than a year ago for our ROADM and fiber laser product lines. For the fifth quarter in a row, we achieved double digit sequential, quarterly revenue growth and new record revenues for these product lines driven by strong customer demand for our new and differentiated products," said Alan Lowe, President and CEO. "The third quarter was the first full quarter since completion of the acquisition of Oclaro. We made solid progress on integrating the companies and attaining synergies, including the divestiture and planned exit of certain datacom product lines. This continued progress results in our fourth quarter projected operating margins being sequentially higher on lower revenues after the divestiture and positions us well for achieving our long-term strategic goals."

Financial Overview - Fiscal Third Quarter Ended March 30, 2019


                     
         
              GAAP Results ($ in millions)



                 
         
           Q3                      
            
           Q2    
     
       Q3                Change



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



     Net revenue             $432.9                                    $373.7        $298.8               15.8%             44.9%


     Gross
      margin                  20.4%                                    33.4%        32.5%   
      (1300)bps        
      (1210)bps


     Operating
      margin
      (loss)                (17.6)%                                     3.1%         8.5%   
      (2070)bps        
      (2610)bps




                   
         
              Non-GAAP Results ($ in millions)


                 
         
           Q3                      
            
           Q2    
     
       Q3                Change



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



     Net revenue             $432.9                                    $373.7        $298.8               15.8%             44.9%


     Gross
      margin                  39.0%                                    40.1%        36.3%    
      (110)bps         
      270bps


     Operating
      margin                  17.8%                                    22.0%        16.5%    
      (420)bps         
      130bps


                             
       
         Net Revenue by Segment ($ in millions)



                                  Q3               
              
                % of         Q2       Q3     Change



                               FY 2019                                  Net Revenue  FY 2019  FY 2018     Q/Q     Y/Y



      Optical Communications    $377.9                                         87.3%   $325.4    $246.3     16.1%  53.4%



     Lasers                      55.0                                         12.7%     48.3      52.5     13.9%   4.8%




     Total                     $432.9                                        100.0%   $373.7    $298.8     15.8%  44.9%

The tables above 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 Financial Measures."

On July 1, 2018, we adopted Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606) using the modified retrospective method applied to all contracts that are not completed contracts at the date of initial adoption(i.e., July 1, 2018). Results for reporting periods after July 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The adoption of Topic 606 did not have a material impact on the nature and timing of our revenues, consolidated statements of operations, cash flows, and balance sheet and therefore, we do not present results for the three and nine months ended March 30, 2019 under Topic 605.

Business Outlook For Fiscal Fourth Quarter 2019

During the fiscal third quarter and in the fiscal fourth quarter to date, Lumentum executed a series of strategic actions related to a shift in its datacom strategy to focus on photonic chip sales. These strategic actions include completing the divestiture of certain datacom product lines to Cambridge Industries Group (CIG) on April 18, 2019. A result of these strategic actions is lower on-going revenue from its datacom product lines.

Lumentum expects the following for the fiscal fourth quarter 2019:

    --  Net revenue in the range of $405 million to $425 million which includes
        a $20 million to $25 million reduction from recent datacom strategic
        actions
    --  Non-GAAP operating margin of 18.0% to 20.0%
    --  Non-GAAP diluted earnings per share of $0.85 to $1.00

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

Conference Call

Lumentum will host a conference call on May 7, 2019, at 5:30 am PT/8:30 am ET. A live webcast of the call and the replay will be available on the Lumentum website at http://investor.lumentum.com through May 14, 2019, at 11:59 pm ET. Supporting materials outlining the Company's latest financial results will be posted on http://investor.lumentum.com under the "Events and Presentations" section concurrently with this earnings press release. This press release is being furnished as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange Commission and will be available at http://www.sec.gov/.

About Lumentum

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

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 strategies and our expectations with regard to such strategies, our expectations for our markets, any anticipation or guidance as to demand for our products, future financial performance, including the general trends in our business and the industries in which we operate, and our guidance with respect to future net revenue, earnings per share, and operating margins, and anticipated trends in our markets. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. Among the factors that could cause actual results to differ from those contemplated are: (a) quarter-over-quarter product mix fluctuations which can materially impact profitability measures due to the broad gross margin ranges across our portfolio; (b) continued decline of average selling prices across our businesses; (c) effects of seasonality; (d) the ability of our suppliers and contract manufacturers to meet production and delivery requirements for our forecasted demand; (e) inherent uncertainty related to global markets, including changes in the political or economic environment and the imposition of tariffs or other duties, and the effect of such markets on demand for our products; (f) changes in customer demand; (g) our ability to attract and retain new customers, particularly in the 3D sensing market; (h) the risk that synergies and non-GAAP earnings accretion related to the acquisition of Oclaro will not be realized or realized to the extent anticipated or that we will incur significant costs and charges to achieve such synergies; (i) the risk that Lumentum's financing or operating strategies will not be successful; and (j) disruption related to the acquisition and integration of Oclaro making it more difficult to maintain customer, supplier, key personnel and other strategic relationships. For more information on these and other risks, please refer to the "Risk Factors" section included in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2019, to be filed with the Securities and Exchange Commission, and in the Company's other filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2018, filed by Lumentum with the Securities and Exchange Commission on August 28, 2018 and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 29, 2018 filed with the Securities and Exchange Commission on February 7, 2019. The forward-looking statements and preliminary financial results contained in this press release are made as of the date hereof and the Company assumes no obligation to update such statements, except as required by applicable law.


     Contact
      Information




     Investors:   
     Chris Coldren, 408-404-0606; investor.relations@lumentum.com


                  
     Jim Fanucchi, 408-404-5400; investor.relations@lumentum.com


     Media:       
     Sean Ogarrio, 408-404-5400; media@lumentum.com

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


                                                                                          
            
                LUMENTUM HOLDINGS INC.


                                                                              
             
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                   
            
                (in millions, except per share data)


                                                                                             
              
                (unaudited)




                                                           Three Months Ended                                                                   Nine Months Ended

                                                                                                                                            ---

                                             March 30,                          March 31,                                     March 30,                           March 31,
                                                  2019                                2018                                           2019                                 2018

                                                                                                                                                                        ---


     Net revenue                                       $
        432.9                                                                        $
              298.8                   $
       1,160.7    $
       946.6



     Cost of sales                              316.5                                         201.0                                                                    788.3          607.6


      Amortization of acquired
       intangibles                                28.1                                           0.8                                                                     33.3            2.4



     Gross profit                                88.3                                          97.0                                                                    339.1          336.6




     Operating expenses:


          Research and development                57.7                                          38.2                                                                    135.1          118.3


          Selling, general and
           administrative                         55.2                                          33.2                                                                    150.9           95.5


          Restructuring and
           related charges                        21.1                                           0.1                                                                     30.2            3.8


          Impairment                              30.7                                                                                                                  30.7


      Total operating expenses                   164.7                                          71.5                                                                    346.9          217.6



      Income/(loss) from
       operations                               (76.4)                                         25.5                                                                    (7.8)         119.0


      Unrealized gain (loss)
       on derivative liability                       -                                       (20.7)                                                                     8.8          (8.6)


      Interest and other
       income (expense), net                     (6.1)                                        (2.1)                                                                  (13.2)         (8.7)


      Income/(loss) before
       income taxes                             (82.5)                                          2.7                                                                   (12.2)         101.7


      Provision for (benefit
       from) income taxes                        (8.2)                                                                                                                (1.6)       (112.9)


      Net income/(loss)                         (74.3)                                          2.7                                                                   (10.6)         214.6





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


      Less: Cumulative
       dividends on Series A
       Preferred Stock                               -                                        (0.2)                                                                   (0.3)         (0.7)


      Less: Earnings allocated
       to Series A Preferred
       Stock                                         -                                        (0.1)                                                                   (1.2)         (4.9)


      Net income/(loss)
       attributable to common
       stockholders -Basic                             $
        (74.3)                                                                         $
              2.4                    $
       (12.1)   $
       209.0



      Add: Earnings allocated
       to Series A Preferred
       Stock                                         -


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


      Add: Cumulative
       dividends on Series A
       Preferred Stock                               -


      Net income/(loss)
       attributable to common
       stockholders -Diluted
       (a)                                             $
        (74.3)                                                                         $
              2.4                    $
       (12.1)   $
       209.0





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



         Basic                                        $
        (0.98)                                                                        $
              0.04                    $
       (0.18)    $
       3.37



         Diluted                                      $
        (0.98)                                                                        $
              0.04                    $
       (0.18)    $
       3.31




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



         Basic                                   76.2                                          62.4                                                                     68.7           62.1



         Diluted                                 76.2                                          63.3                                                                     68.7           63.2



               (a) For the three and nine
                months ended March 30, 2019,
                our diluted earnings per share
                attributable to common
                stockholders is the same as
                basic EPS. For the three and
                nine months ended March 31,
                2018, our diluted earnings per
                share attributable to common
                stockholders is calculated
                using the treasury stock method
                because it is more dilutive
                than the if-converted method.


                                                
              
                LUMENTUM HOLDINGS INC.


                                        
              
                CONDENSED CONSOLIDATED BALANCE SHEETS


                                    
              
                (in millions, except share and per share data)


                                                     
              
                (unaudited)




                                                                     March 30, 2019                                June 30, 2018




     
                ASSETS



     Current assets:


      Cash and cash equivalents                                                         $
              357.3                    $
        397.3


      Short-term investments                                                  340.2                          314.2


      Accounts receivable, net                                                302.9                          197.1



     Inventories                                                             272.2                          153.6


      Prepayments and other current
       assets                                                                 107.0                           65.0



     Assets-held-for-sale                                                     38.5



     Total current assets                                                  1,418.1                        1,127.2


      Property, plant and equipment,
       net                                                                    390.6                          306.9



     Goodwill                                                                359.8                           11.3


      Other intangible assets, net                                            412.3                            7.0


      Deferred income taxes                                                   172.2                          125.6


      Other non-current assets                                                 18.4                            3.5



     Total assets                                                                    $
              2,771.4                  $
        1,581.5



                   LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED
                    STOCK AND STOCKHOLDERS' EQUITY



     Current liabilities:



     Accounts payable                                                                  $
              204.1                    $
        126.5


      Accrued payroll and related
       expenses                                                                41.4                           31.5



     Accrued expenses                                                         54.4                           33.9



     Term loan, current                                                        5.0


      Other current liabilities                                                46.7                           22.1


      Liabilities-held-for-sale                                                 6.4


      Total current liabilities                                               358.0                          214.0



     Convertible notes                                                       347.4                          334.2


      Term loan, non-current                                                  484.9



     Derivative liability                                                        -                          52.4


      Deferred tax liability                                                   55.8                            0.3


      Other non-current liabilities                                            21.4                           18.7



     Total liabilities                                                     1,267.5                          619.6



      Redeemable convertible preferred stock:


      Non-controlling interest
       redeemable convertible Series
       A Preferred Stock, $0.001 par
       value, 10,000,000 authorized
       shares; zero and 35,805 shares
       issued and outstanding as of
       March 30, 2019 and June 30,
       2018, respectively                                                         -                          35.8



      Total redeemable convertible
       preferred stock                                                            -                          35.8




     Stockholders' equity:


      Common stock, $0.001 par value,
       990,000,000 authorized shares,
       76,349,298 and 62,790,087
       shares issued and outstanding
       as of March 30, 2019 and June
       30, 2018, respectively                                                   0.1                            0.1


      Additional paid-in capital                                            1,341.4                          753.2



     Retained earnings                                                       154.9                          166.4


      Accumulated other comprehensive
       income                                                                   7.5                            6.4


      Total stockholders' equity                                            1,503.9                          926.1



      Total liabilities, redeemable
       convertible preferred stock,
       and stockholders' equity                                                       $
              2,771.4                  $
        1,581.5

Use of Non-GAAP Financial Measures

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

Non-GAAP gross margin, non-GAAP gross profit, non-GAAP expenses, non-GAAP operating margin, non-GAAP operating income, non-GAAP income (loss) before income taxes, non-GAAP net income, and non-GAAP net income per share exclude (i) stock-based compensation, (ii) acquisition related costs, (iii) inventory write-downs due to cancelled programs, plans to exit certain lines of business and other costs and contingencies unrelated to current and future operations, (iv) amortization of acquired intangibles, (v) restructuring and related charges, (vi) amortization of fair value adjustments, (vii) non-cash interest expense, (viii) unrealized gain (loss) on derivative liability, (ix) transferring product lines to Thailand, (x) impairment charges and (xi) non-cash income tax provision impacts, for example, a release of a U.S. valuation allowance, and the write down of deferred tax assets due to the 2017 Tax Cuts and Jobs Act. The presentation of these and other similar items in Lumentum's non-GAAP financial results should not be interpreted as implying that these items are non-recurring, infrequent or unusual.

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


                                                                                         
             
                LUMENTUM HOLDINGS INC.


                                                                                 
       
               RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES


                                                                                   
             
               (in millions, except per share data)


                                                                                               
             
                (unaudited)




                                                              Three Months Ended                                                                      Nine Months Ended



                                               March 30,                              March 31,                                      March 30,                          March 31,
                                                    2019                                    2018                                            2019                                2018





                   Gross profit on GAAP basis              $
         88.3                                                                             $
             97.0                      $
          339.1     $
         336.6


      Stock-based compensation
       (3)                                          3.2                                                2.4                                                                    11.7                9.5


      Inventory write down due to
       product line exit (7)                        19.4                                                                                                                      19.4                7.0


      Integration related costs                      2.8                                                                                                                       2.8


      Amortization of acquired
       intangibles                                  28.1                                                0.8                                                                    33.3                2.4


      Amortization of fair value
       adjustments (4)                              14.5                                                                                                                      15.8


      Other charges (1)                             12.5                                                8.3                                                                    39.0               17.5



                   Gross profit on non-GAAP
                    basis                                 $
         168.8                                                                            $
             108.5                      $
          461.1     $
         373.0





                   Research and development on
                    GAAP basis                             $
         57.7                                                                             $
             38.2                      $
          135.1     $
         118.3


      Stock-based compensation
       (3)                                        (4.5)                                             (3.6)                                                                 (10.7)            (10.5)



     Other charges                                (0.4)                                               0.4                                                                   (0.7)             (1.4)


                   Research and development on
                    non-GAAP basis                         $
         52.8                                                                             $
             35.0                      $
          123.7     $
         106.4





                   Selling, general and
                    administrative on GAAP
                    basis                                  $
         55.2                                                                             $
             33.2                      $
          150.9      $
         95.5


      Stock-based compensation
       (3)                                        (8.3)                                             (5.0)                                                                 (34.1)            (15.1)


      Acquisition related costs                    (2.2)                                             (2.7)                                                                 (15.3)             (2.7)


      Integration related costs                    (1.3)                                                                                                                    (1.3)


      Amortization of acquired
       intangibles                                 (3.6)                                                                                                                    (4.4)



     Other charges                                (0.8)                                             (1.4)                                                                  (2.3)             (3.7)


                   Selling, general and
                    administrative on non-
                    GAAP basis                             $
         39.0                                                                             $
             24.1                       $
          93.5      $
         74.0





                   Income/(loss) from
                    operations on GAAP basis             $
         (76.4)                                                                            $
             25.5                      $
          (7.8)    $
         119.0


      Stock-based compensation
       (3)                                         16.0                                               11.0                                                                    56.5               35.1


      Acquisition related costs                      2.2                                                2.7                                                                    15.3                2.7


      Integration related costs                      4.1                                                                                                                       4.1


      Inventory write down due to
       product line exit (7)                        19.4                                                                                                                      19.4                7.0


      Amortization of acquired
       intangibles                                  31.7                                                0.8                                                                    37.7                2.4


      Amortization of fair value
       adjustments (4)                              14.5                                                                                                                      15.8


      Restructuring and related
       charges (2)                                  21.1                                                0.1                                                                    30.2                3.8


      Impairment charge (6)                         30.7                                                                                                                      30.7


      Other charges (1)                             13.7                                                9.3                                                                    42.0               22.6


                   Income from operations on
                    non-GAAP basis                         $
         77.0                                                                             $
             49.4                      $
          243.9     $
         192.6





                   Interest and other
                    (expense) income, net on
                    GAAP basis                            $
         (6.1)                                                                           $
             (2.1)                    $
          (13.2)    $
         (8.7)


      Other interest and (income)
       expense adjustments (5)                     (2.5)                                             (0.1)                                                                  (0.5)             (0.1)


      Non-cash interest expense
       on convertible notes and
       term loan                                     4.8                                                4.2                                                                    13.6               12.4



                   Interest and other
                    (expense) income, net on
                    non-GAAP basis                        $
         (3.8)                                                                             $
             2.0                      $
          (0.1)      $
         3.6




                  Income/(loss) before
                   income taxes on GAAP basis        $
        (82.5)            $
      2.7           $
           (12.2)      $
           101.7


     Stock-based compensation
      (3)                                      16.0                11.0                  56.5              35.1


     Acquisition related costs                   2.2                 2.7                  15.3               2.7


     Integration related costs                   4.1                                      4.1


     Inventory write down due to
      product line exit (7)                     19.4                                     19.4               7.0


     Amortization of acquired
      intangibles                               31.7                 0.8                  37.7               2.4


     Amortization of fair value
      adjustments (4)                           14.5                                     15.8


     Restructuring and related
      charges (2)                               21.1                 0.1                  30.2               3.8


     Impairment charge (6)                      30.7                                     30.7


     Other interest and (income)
      expense adjustments (5)                  (2.5)              (0.1)                (0.5)            (0.1)


     Non-cash interest expense
      on convertible notes and
      term loan                                  4.8                 4.2                  13.6              12.4


     Unrealized (gain) loss on
      derivative liability                                         20.7                 (8.8)              8.6


     Other charges (1)                          13.7                 9.3                  42.0              22.6



                  Income before income taxes
                   on non-GAAP basis                   $
        73.2            $
      51.4            $
           243.8       $
           196.2





                  Provision for (benefit
                   from) income taxes on GAAP
                   basis                              $
        (8.2)        
     $                   $
           (1.6)    $
           (112.9)


     Income tax adjustments                     11.5                 0.8                  11.4             122.9


                  Provision for (benefit
                   from) income taxes on non-
                   GAAP basis                           $
        3.3             $
      0.8              $
           9.8        $
           10.0





                  Net income/(loss) on GAAP
                   basis                             $
        (74.3)            $
      2.7           $
           (10.6)      $
           214.6


     Stock-based compensation
      (3)                                      16.0                11.0                  56.5              35.1


     Acquisition related costs                   2.2                 2.7                  15.3               2.7


     Integration related costs                   4.1                                      4.1


     Inventory write down due to
      product line exit (7)                     19.4                                     19.4               7.0


     Amortization of acquired
      intangibles                               31.7                 0.8                  37.7               2.4


     Amortization of fair value
      adjustments (4)                           14.5                                     15.8


     Restructuring and related
      charges (2)                               21.1                 0.1                  30.2               3.8


     Other interest and (income)
      expense adjustments (5)                  (2.5)              (0.1)                (0.5)            (0.1)


     Non-cash interest expense
      on convertible notes and
      term loan                                  4.8                 4.2                  13.6              12.4


     Unrealized (gain) loss on
      derivative liability                                         20.7                 (8.8)              8.6


     Impairment charge (6)                      30.7                                     30.7


     Income tax adjustments                   (11.5)              (0.8)               (11.4)          (122.9)


     Other charges (1)                          13.7                 9.3                  42.0              22.6


                  Net income on non-GAAP
                   basis                               $
        69.9            $
      50.6            $
           234.0       $
           186.2





                  Net income per share on
                   non-GAAP basis                      $
        0.91            $
      0.78             $
           3.34        $
           2.88




                  Shares used in per share
                   calculation -diluted on
                   GAAP basis                   76.2                63.3                  68.7              63.2


     Non-GAAP adjustment (8)                     0.5                                      0.6


     Effect of diluted
      securities from Series A
      Preferred Stock (9)                                           1.5                   0.7               1.5




                  Shares used in per share
                   calculation - diluted on
                   non-GAAP basis               76.7                64.8                  70.0              64.7



               (1) Other charges for the three and
                nine months ended March 30, 2019,
                primarily include costs of
                transferring product lines to
                Thailand of $12.6 million and $40.8
                million, respectively. Other charges
                for the three and nine months ended
                March 31, 2018, primarily includes
                set-up costs for our facility in
                Thailand of $9.5 million and $17.6
                million respectively as well as
                inventory write-downs due to
                canceled programs and business
                sanctions.


               (2) During the three and nine months
                ended March 30, 2019 we recorded
                restructuring and related charges of
                $21.1 million, primarily in
                connection with the decision to exit
                Lithium Niobate and Datacom module
                product lines. During the nine months
                ended March 30, 2019 we also recorded
                restructuring and related charges of
                $5.7 million primarily attributable
                to severance and employee related
                benefits associated with Oclaro's
                executive severance and retention
                agreements


               (3) During the nine months ended March
                30, 2019 we recorded stock-based
                compensation of $15.2 million
                primarily attributable to severance
                and employee related benefits
                associated with Oclaro's executive
                severance and retention agreements.


               (4) In connection with the acquisition
                of Oclaro, we recorded a fair value
                adjustment of $60.3 million to
                inventory, resulting in $14.5 million
                and $15.8 million of amortization
                expense of the fair value adjustment
                during the three and nine months
                ended March 30, 2019, respectively.


               (5) For the three and nine months
                ended March 30, 2019, interest and
                other (expense) income includes a
                one-time benefit of $2.5 million
                related to a non-trade
                reimbursement.


               (6) For each of the three and nine
                months ended March 30, 2019, we
                recorded an impairment charge of
                $30.7 million of Property Plant and
                Equipment, related to the decision to
                exit the Datacom module product line.


               (7) For each of the three and nine
                months ended March 30, 2019, we
                recorded an inventory write down
                charge of $19.4 million, related to
                the decision to exit the Datacom
                module product line.


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


               (9) For the three and nine months
                ended March 31, 2018, 1.5 million
                shares related to the potential
                conversion of the Series A Preferred
                Stock were added to the calculation
                of diluted shares available on a non-
                GAAP basis because their inclusion
                results in more dilutive earnings per
                share.


                                                                        
            
                LUMENTUM HOLDINGS INC.


                                                            
            
              RECONCILIATION OF GAAP NET INCOME (LOSS) TO EBITDA


                                                                 
            
                (in millions, except per share data)


                                                                            
              
                (unaudited)




                                         Three Months Ended                                                                        Nine Months Ended

                                                                                                                              ---

                           March 30,                          March 31,                                     March 30,                                March 31,
                                2019                                2018                                           2019                                      2018

                                                                                                                                                           ---

      GAAP Net income/
       (loss)                        $
        (74.3)                                                                        $
              2.7                          $
         (10.6)   $
       214.6


      Interest and other
       expense (income),
       net                       6.1                                           2.1                                                                          13.2              8.7


      Provision for
       (benefit from)
       income taxes            (8.2)                                                                                                                     (1.6)         (112.9)


      Depreciation              29.0                                          18.4                                                                          74.7             53.3


      Amortization of
       acquired
       intangibles              31.7                                           0.8                                                                          37.7              2.4



     EBITDA                  (15.7)                                         24.0                                                                         113.4            166.1


      Amortization of fair
       value adjustments        14.5                                                                                                                       15.8


      Restructuring and
       related charges          21.1                                           0.1                                                                          30.2              3.8


      Stock-based
       compensation             16.0                                          11.0                                                                          56.5             35.1


      Acquisition related
       costs                     2.2                                           2.7                                                                          15.3              2.7


      Other charges             13.7                                           9.3                                                                          42.0             29.6


      Unrealized gain/
       (loss) on
       derivative
       liabilities                 -                                         20.7                                                                         (8.8)             8.6


      Inventory write down
       due to product line
       exit                     19.4                                                                                                                       19.4


      Integration related
       costs                     4.1                                                                                                                        4.1


      Impairment charges        30.7                                                                                                                       30.7


      Adjusted EBITDA                 $
        106.0                                                                        $
              67.8                           $
         318.6    $
       245.9

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SOURCE Lumentum