Lumentum Announces Fiscal Fourth Quarter And Full Year 2019 Results

MILPITAS, Calif., Aug. 8, 2019 /PRNewswire/ -- Lumentum Holdings Inc. ("Lumentum" or the "Company") today reported results for its fiscal fourth quarter and full year ended June 29, 2019.

"An eventful fourth quarter capped off an exciting fiscal 2019 during which we made significant progress against our strategic goals and achieved record results with revenue increasing 25% to more than $1.5 billion and operating margin expanding to more than 20%," said Alan Lowe, President and CEO. "With market leading positions in the growing telecom and 3D sensing markets, a datacom strategy that profitably benefits from growth in cloud and 5G wireless network deployments, a commercial lasers business that bucked market trends and grew to record levels, and a more profitable business model driven by the increased scale and synergies from the Oclaro acquisition, we are well positioned for fiscal 2020 and beyond."

Full Fiscal Year 2019 Highlights:

Net revenue for fiscal year 2019 was $1,565.3 million, with GAAP net loss attributable to common stockholders of $(37.9) million, or $(0.54) per diluted share. Net revenue for fiscal year 2018 was $1,247.7 million, with GAAP net income attributable to common stockholders of $241.5 million, or $3.82 per diluted share. GAAP results for fiscal year 2019 include the impact of the Oclaro acquisition starting from December 10, 2018, as well as related restructuring, write-downs, amortization of intangibles and other charges.

Non-GAAP net income for fiscal year 2019 was $304.8 million, or $4.25 per diluted share. Non-GAAP net income for fiscal year 2018 was $247.8 million, or $3.82 per diluted share.

Fiscal Fourth Quarter Highlights:

Net revenue for the fiscal fourth quarter of 2019 was $404.6 million, with GAAP net loss attributable to common stockholders of $(25.8) million, or $(0.34) per diluted share. 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 fourth quarter of 2018 was $301.1 million, with GAAP net income attributable to common stockholders of $25.7 million, or $0.40 per diluted share. GAAP results for fiscal year 2019 include the impact of the Oclaro acquisition starting from December 10, 2018, as well as related restructuring, write-downs, amortization of intangibles and other charges.

Non-GAAP net income for the fiscal fourth quarter of 2019 was $70.8 million, or $0.92 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 fourth quarter of 2018 was $61.6 million, or $0.95 per diluted share.

The Company held $768.5 million in total cash and short-term investments at the end of the fiscal fourth quarter of 2019, up $71 million from third quarter of 2019.

Financial Overview - Fiscal Fourth Quarter Ended June 29, 2019


                              
          
       GAAP Results ($ in millions)



                    Q4                             Q3                         Q4             Change



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



     Net revenue         $
      404.6                                      $
        432.9           $
        301.1                (6.5)% 34.4%


     Gross
      margin       21.5%                          20.4%                      31.7%    110bps              (1,020)bps


     Operating
      margin
      (loss)      (3.4)%                        (17.6)%                       6.9%  1,420bps              (1,030)bps




                            
          
       Non-GAAP Results ($ in millions)


                    Q4                             Q3                         Q4             Change



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



     Net revenue         $
      404.6                                      $
        432.9           $
        301.1                (6.5)% 34.4%


     Gross
      margin       38.9%                          39.0%                      37.2%   (10)bps                      170bps


     Operating
      margin       19.0%                          17.8%                      17.8%    120bps                      120bps


                                              
     
            Net Revenue by Segment ($ in millions)



                                Q4                 % of                                            Q3          Q4     Change



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



      Optical Communications         $
     356.8                     88.2%                                  $
        377.9            $
     244.9         (5.6)%    45.7%



     Lasers                    47.8                 11.8%                                          55.0         56.2   (13.1)%          (14.9)%




     Total                          $
     404.6                    100.0%                                  $
        432.9            $
     301.1         (6.5)%    34.4%

Financial Overview - Fiscal Year Ended June 29, 2019


                                             GAAP Results ($ in millions)



                             FY 2019                                           FY 2018         Change Y/Y




     Net revenue                    $
           1,565.3                                       $
         1,247.7  25.5%



     Gross margin             27.2%                                             34.6%           (740)bps


      Operating margin        (1.4)%                                             11.2%         (1,260)bps




                                           Non-GAAP Results ($ in millions)

                                                                                        ---

                             FY 2019                                           FY 2018         Change Y/Y




     Net revenue                    $
           1,565.3                                       $
         1,247.7  25.5%



     Gross margin             39.5%                                             38.9%              60bps


      Operating margin         20.5%                                             19.7%              80bps




                                        Net Revenue by Segment ($ in millions)



                             FY 2019                                           FY 2018         Change Y/Y



      Optical Communications         $
           1,370.2                                       $
         1,059.2  29.4%



     Lasers                   195.1                                              188.5                3.5%




     Total                          $
           1,565.3                                       $
         1,247.7  25.5%

The tables above provide comparisons of quarterly and annual results relative 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." GAAP results for fiscal year 2019 include the impact of the Oclaro acquisition starting from December 10, 2018, as well as related restructuring, write-downs, amortization of intangibles and other charges.

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 months and full year ended June 29, 2019 under Topic 605.

Business Outlook

Lumentum expects the following for the fiscal first quarter 2020:

    --  Net revenue in the range of $435 million to $455 million
    --  Non-GAAP operating margin of 22.5% to 24.5%
    --  Non-GAAP diluted earnings per share of $1.12 to $1.26

We have not provided reconciliations from GAAP to non-GAAP measures for our outlook. A large portion of non-GAAP adjustments, such as stock-based compensation, inventory write down due to plans to exit certain product lines, acquisition related costs, integration related costs, amortization of acquired intangibles, amortization of fair value adjustments, restructuring charges, impairment charges, derivative liability adjustments, transferring product lines to Thailand, non-cash income tax expense and credits, and other costs and contingencies unrelated to current and future operations are by their nature highly volatile and we have low visibility as to the range that may be incurred in the future.

Conference Call

Lumentum will host a conference call on August 8, 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 August 15, 2019. 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 optical components and subsystems are part of virtually every type of telecom, enterprise, and data center network. Lumentum 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 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 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 29, 2019, which will be filed within sixty days of our fiscal year end. The forward-looking statements and preliminary financial results contained in this press release are made as of the date hereof and the Company assumes no obligation to update such statements, except as required by applicable law.


     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                                                                    Twelve Months Ended

                                                                                                ---

                                             June 29, 2019                        June 30, 2018                                   June 29, 2019                          June 30, 2018

                                                                                                                                                                                   ---


     Net revenue                                           $
        404.6                                                                           $
         301.1                           $
     1,565.3  $
      1,247.7


      Cost of sales                                  304.6                                         204.8                                                                         1,092.9       812.4


      Amortization of
       acquired intangibles                           13.2                                           0.8                                                                            46.5         3.2



     Gross profit                                    86.8                                          95.5                                                                           425.9       432.1




     Operating expenses:


          Research and
           development                                49.5                                          38.5                                                                           184.6       156.8


          Selling, general and
           administrative                             49.4                                          32.7                                                                           200.3       128.2


          Restructuring and
           related charges                             1.7                                           3.4                                                                            31.9         7.2


          Impairment charges                             -                                                                                                                        30.7


      Total operating
       expenses                                      100.6                                          74.6                                                                           447.5       292.2



      Income/(loss) from
       operations                                   (13.8)                                         20.9                                                                          (21.6)      139.9


      Unrealized gain (loss)
       on derivative
       liability                                         -                                          7.8                                                                             8.8       (0.8)


      Interest and other
       income (expense), net                         (7.3)                                        (1.0)                                                                         (20.5)      (9.7)


      Income/(loss) before
       income taxes                                 (21.1)                                         27.7                                                                          (33.3)      129.4


      Provision for (benefit
       from) income taxes                              4.7                                         (5.8)                                                                            3.1     (118.7)


      Net income/(loss)                             (25.8)                                         33.5                                                                          (36.4)      248.1





      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)      (0.9)


      Less: Earnings
       allocated to Series A
       Preferred Stock                                   -                                        (0.8)                                                                          (1.2)      (5.7)


      Net income/(loss)
       attributable to common
       stockholders -Basic                                 $
        (25.8)                                                                           $
         32.5                            $
     (37.9)   $
      241.5



      Add: Earnings allocated
       to Series A Preferred
       Stock                                             -                                          0.8


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


      Add: Cumulative
       dividends on Series A
       Preferred Stock                                   -                                          0.2


      Net income/(loss)
       attributable to common
       stockholders -Diluted                               $
        (25.8)                                                                           $
         25.7                            $
     (37.9)   $
      241.5





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



         Basic                                            $
        (0.34)                                                                           $
         0.52                            $
     (0.54)    $
      3.88



         Diluted                                          $
        (0.34)                                                                           $
         0.40                            $
     (0.54)    $
      3.82




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



         Basic                                       76.5                                          62.7                                                                            70.7        62.3



         Diluted                                     76.5                                          65.0                                                                            70.7        63.3



               (a) For the three and twelve months
                ended June 29, 2019, our diluted
                earnings per share attributable to
                common stockholders is the same as
                basic EPS as we are in net loss
                position. For the three months ended
                June 30, 2018, our diluted earnings
                per share attributable to common
                stockholders is calculated using the
                "if-converted" method because it is
                more dilutive, whereas for the
                twelve months ended June 30, 2018,
                our diluted earnings per share
                attributable to common stockholders
                is calculated using the "treasury
                stock" method.


                                                               
           
                LUMENTUM HOLDINGS INC.
                                                             
             CONDENSED CONSOLIDATED BALANCE SHEETS
                                                        
             (in millions, except share and per share data)
                                                                       
                (unaudited)




                                                                 June 29, 2019                                   June 30, 2018




     
                ASSETS



     Current assets:


      Cash and cash equivalents                                                    $
              432.6                              $
       397.3


      Short-term investments                                             335.9                                            314.2


      Accounts receivable, net                                           238.0                                            197.1



     Inventories                                                        228.8                                            174.1


      Prepayments and other current
       assets                                                             97.5                                             44.5


      Total current assets                                             1,332.8                                          1,127.2


      Property, plant and equipment,
       net                                                               433.3                                            306.9



     Goodwill                                                           368.9                                             11.3


      Other intangible assets, net                                       395.4                                              7.0


      Deferred income taxes                                              169.6                                            125.6


      Other non-current assets                                            16.6                                              3.5



     Total assets                                                               $
              2,716.6                            $
       1,581.5



                   LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED
                    STOCK AND STOCKHOLDERS' EQUITY



     Current liabilities:



     Accounts payable                                                             $
              160.8                              $
       126.5


      Accrued payroll and related
       expenses                                                           42.3                                             31.5



     Accrued expenses                                                    46.7                                             33.9



     Term loan, current                                                   5.0


      Other current liabilities                                           39.2                                             22.1


      Total current liabilities                                          294.0                                            214.0



     Convertible notes                                                  351.9                                            334.2


      Term loan, non-current                                             484.0


      Derivative liability                                                   -                                            52.4


      Deferred tax liability                                              55.9                                              0.3


      Other non-current liabilities                                       33.7                                             18.7



     Total liabilities                                                1,219.5                                            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 June 29, 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, 76,653,478 and
       62,790,087 shares issued and
       outstanding as of June 29,
       2019 and June 30, 2018,
       respectively                                                        0.1                                              0.1


      Additional paid-in capital                                       1,360.8                                            753.2



     Retained earnings                                                  129.1                                            166.4


      Accumulated other
       comprehensive income                                                7.1                                              6.4


      Total stockholders' equity                                       1,497.1                                            926.1



      Total liabilities, redeemable
       convertible preferred stock,
       and stockholders' equity                                                  $
              2,716.6                            $
       1,581.5

Use of Non-GAAP Financial Measures

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

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


                                                                                                              
              
                LUMENTUM HOLDINGS INC.
                                                                                                           
          RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
                                                                                                             
                (in millions, except per share data)
                                                                                                                         
                (unaudited)




                                                                  
          
     Three Months Ended                                                                                        Twelve Months Ended



                                              June 29, 2019                         March 30, 2019             June 30, 2018                                           June 29, 2019                     June 30, 2018





                   Gross profit on GAAP basis                 $
        86.8                                                          $
              88.3                                                                        $
          95.5                $
          425.9     $
          432.1


      Stock-based compensation
       (3)                                             3.4                                            3.2                                                                         3.1                                             15.1        12.6


      Inventory write down due
       to product lines exit (7)                        1.4                                           19.4                                                                                                                        20.8         7.0


      Integration related costs                         3.8                                            2.8                                                                                                                         6.6


      Amortization of acquired
       intangibles                                     13.3                                           28.1                                                                         0.8                                             46.6         3.2


      Amortization of fair value
       adjustments (4)                                 38.8                                           14.5                                                                                                                        54.6


      Other charges (1)                                 9.9                                           12.5                                                                        12.7                                             48.9        30.2



                   Gross profit on non-GAAP
                    basis                                    $
        157.4                                                         $
              168.8                                                                       $
          112.1                $
          618.5     $
          485.1



      Gross margin on non-GAAP
       basis                                          38.9%                                         39.0%                                                                      37.2%                                           39.5%      38.9%




                   Research and development
                    on GAAP basis                             $
        49.5                                                          $
              57.7                                                                        $
          38.5                $
          184.6     $
          156.8


      Stock-based compensation
       (3)                                           (3.1)                                         (4.5)                                                                      (3.7)                                          (13.8)     (14.2)



     Other charges                                       -                                         (0.4)                                                                      (0.6)                                           (0.7)      (2.0)


                   Research and development
                    on non-GAAP basis                         $
        46.4                                                          $
              52.8                                                                        $
          34.2                $
          170.1     $
          140.6





                   Selling, general and
                    administrative on GAAP
                    basis                                     $
        49.4                                                          $
              55.2                                                                        $
          32.7                $
          200.3     $
          128.2


      Stock-based compensation
       (3)                                           (7.7)                                         (8.3)                                                                      (4.9)                                          (41.8)     (20.0)


      Acquisition related costs                       (0.3)                                         (2.2)                                                                      (2.1)                                          (15.6)      (4.8)


      Integration related costs                       (1.7)                                         (1.3)                                                                                                                      (3.0)


      Amortization of acquired
       intangibles                                    (3.6)                                         (3.6)                                                                                                                      (8.0)



     Other charges                                   (1.8)                                         (0.8)                                                                      (1.4)                                           (4.1)      (5.1)


                   Selling, general and
                    administrative on non-
                    GAAP basis                                $
        34.3                                                          $
              39.0                                                                        $
          24.3                $
          127.8      $
          98.3





                   Income/(loss) from
                    operations on GAAP basis                $
        (13.8)                                                       $
              (76.4)                                                                       $
          20.9               $
          (21.6)    $
          139.9


      Stock-based compensation
       (3)                                            14.2                                           16.0                                                                        11.7                                             70.7        46.8


      Inventory write down due
       to product lines exit (7)                        1.4                                           19.4                                                                                                                        20.8         7.0


      Acquisition related costs                         0.3                                            2.2                                                                         2.1                                             15.6         4.8


      Integration related costs                         5.5                                            4.1                                                                                                                         9.6


      Amortization of acquired
       intangibles                                     16.9                                           31.7                                                                         0.8                                             54.6         3.2


      Amortization of fair value
       adjustments (4)                                 38.8                                           14.5                                                                                                                        54.6


      Restructuring and related
       charges (2)                                      1.7                                           21.1                                                                         3.4                                             31.9         7.2


      Impairment charge (6)                               -                                          30.7                                                                                                                        30.7


      Other charges (1)                                11.7                                           13.7                                                                        14.7                                             53.7        37.3


                   Income from operations on
                    non-GAAP basis                            $
        76.7                                                          $
              77.0                                                                        $
          53.6                $
          320.6     $
          246.2



      Operating margin on non-
       GAAP basis                                     19.0%                                         17.8%                                                                      17.8%                                           20.5%      19.7%




                   Interest and other
                    (expense) income, net on
                    GAAP basis                               $
        (7.3)                                                        $
              (6.1)                                                                      $
          (1.0)              $
          (20.5)    $
          (9.7)


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


      Non-cash interest expense
       on convertible notes and
       term loan                                        4.9                                            4.8                                                                         4.3                                             18.5        16.7







                   Interest and other
                    (expense) income, net on
                    non-GAAP basis                           $
        (2.4)                                                        $
              (3.8)                                                                        $
          3.3                $
          (2.5)      $
          6.9





                   Income/(loss) before
                    income taxes on GAAP
                    basis                                   $
        (21.1)                                                       $
              (82.5)                                                                       $
          27.7               $
          (33.3)    $
          129.4


      Stock-based compensation
       (3)                                            14.2                                           16.0                                                                        11.7                                             70.7        46.8


      Inventory write down due
       to product lines exit (7)                        1.4                                           19.4                                                                                                                        20.8         7.0


      Acquisition related costs                         0.3                                            2.2                                                                         2.1                                             15.6         4.8


      Integration related costs                         5.5                                            4.1                                                                                                                         9.6


      Amortization of acquired
       intangibles                                     16.9                                           31.7                                                                         0.8                                             54.6         3.2


      Amortization of fair value
       adjustments (4)                                 38.8                                           14.5                                                                                                                        54.6


      Restructuring and related
       charges (2)                                      1.7                                           21.1                                                                         3.4                                             31.9         7.2


      Impairment charge (6)                               -                                          30.7                                                                                                                        30.7


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


      Non-cash interest expense
       on convertible notes and
       term loan                                        4.9                                            4.8                                                                         4.3                                             18.5        16.7


      Unrealized (gain) loss on
       derivative liability                               -                                                                                                                    (7.8)                                           (8.8)        0.8


      Other charges (1)                                11.7                                           13.7                                                                        14.7                                             53.7        37.3



                   Income before income taxes
                    on non-GAAP basis                         $
        74.3                                                          $
              73.2                                                                        $
          56.9                $
          318.1     $
          253.1





                   Provision for (benefit
                    from) income taxes on
                    GAAP basis                                 $
        4.7                                                         $
              (8.2)                                                                      $
          (5.8)                 $
          3.1   $
          (118.7)


      Income tax adjustments                          (1.2)                                          11.5                                                                         1.1                                             10.2       124.0


                   Provision for (benefit
                    from) income taxes on
                    non-GAAP basis                             $
        3.5                                                           $
              3.3                                                                       $
          (4.7)                $
          13.3       $
          5.3





                   Net income/(loss) on GAAP
                    basis                                   $
        (25.8)                                                       $
              (74.3)                                                                       $
          33.5               $
          (36.4)    $
          248.1


      Stock-based compensation
       (3)                                            14.2                                           16.0                                                                        11.7                                             70.7        46.8


      Inventory write down due
       to product lines exit (7)                        1.4                                           19.4                                                                                                                        20.8         7.0


      Acquisition related costs                         0.3                                            2.2                                                                         2.1                                             15.6         4.8


      Integration related costs                         5.5                                            4.1                                                                                                                         9.6


      Amortization of acquired
       intangibles                                     16.9                                           31.7                                                                         0.8                                             54.6         3.2


      Amortization of fair value
       adjustments (4)                                 38.8                                           14.5                                                                                                                        54.6


      Restructuring and related
       charges (2)                                      1.7                                           21.1                                                                         3.4                                             31.9         7.2


      Impairment charge (6)                               -                                          30.7                                                                                                                        30.7


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


      Non-cash interest expense
       on convertible notes and
       term loan                                        4.9                                            4.8                                                                         4.3                                             18.5        16.7


      Unrealized (gain) loss on
       derivative liability                               -                                                                                                                    (7.8)                                           (8.8)        0.8


      Other charges (1)                                11.7                                           13.7                                                                        14.7                                             53.7        37.3


      Income tax adjustments                            1.2                                         (11.5)                                                                      (1.1)                                          (10.2)    (124.0)


                   Net income on non-GAAP
                    basis                                     $
        70.8                                                          $
              69.9                                                                        $
          61.6                $
          304.8     $
          247.8





                   Net income per share on
                    non-GAAP basis                            $
        0.92                                                          $
              0.91                                                                        $
          0.95                 $
          4.25      $
          3.82




                   Shares used in per share
                    calculation -diluted on
                    GAAP basis                         76.5                                           76.2                                                                        65.0                                             70.7        63.3


      Non-GAAP adjustment (8)                           0.6                                            0.5                                                                                                                         0.6


      Effect of diluted
       securities from Series A
       Preferred Stock (9)                                -                                                                                                                                                                      0.5         1.5


                   Shares used in per share
                    calculation - diluted on
                    non-GAAP basis                     77.1                                           76.7                                                                        65.0                                             71.8        64.8



               (1) Other charges for the three and
                twelve months ended June 29, 2019,
                primarily include costs of
                transferring product lines to
                Thailand of $7.9 million and $48.7
                million, respectively. Other charges
                for the three and twelve months ended
                June 30, 2018 primarily relate to
                set-up costs of our Thailand
                facility, including costs of
                transferring product lines to
                Thailand of $12.7 million and $30.5
                million, respectively.




               (2) During the twelve months ended
                June 29, 2019, we recorded
                restructuring and related charges of
                $31.9 million, primarily in
                connection with the decision to exit
                Lithium Niobate and Datacom module
                product lines as well as employee
                related benefits associated with
                Oclaro's executive severance and
                retention agreements.




               (3) During the fiscal second quarter
                of 2019, we recorded one-time stock-
                based compensation of $15.2 million
                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 $38.8 million
                and $54.6 million of amortization
                expense of the fair value adjustment
                during the three and twelve months
                ended June 29, 2019, respectively.




               (5) During the twelve months ended
                June 29, 2019, interest and other
                (expense) income includes a one-time
                benefit of $2.5 million related to a
                non-trade reimbursement, offset by a
                one-time charge of $2.7 million,
                related to a ticking fee to Deutsche
                bank.




               (6) During the twelve months ended
                June 29, 2019, we recorded an
                impairment charge of $30.7 million in
                Property Plant and Equipment, related
                to the decision to exit the Datacom
                module product line.




               (7) During the three and twelve months
                ended June 29, 2019, we recorded an
                inventory write down charge of $1.4
                million and $20.8 million,
                respectively, related to the decision
                to exit the Datacom module and
                Lithium Niobate product lines.




               (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) During the twelve months ended
                June 30, 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                                                                                         Twelve Months Ended

                                                                                  ---

                           June 29, 2019                           March 30, 2019                June 30, 2018                                         June 29, 2019                   June 30, 2018

                                                                                                                                                                                                 ---

      GAAP Net income/
       (loss)                            $
        (25.8)                                                            $
              (74.3)                                                                  $
        33.5             $
        (36.4)   $
        248.1


      Interest and other
       expense (income),
       net                           7.3                                                6.1                                                                        1.0                                        20.5       9.7


      Provision for
       (benefit from)
       income taxes                  4.7                                              (8.2)                                                                     (5.8)                                        3.1   (118.7)


      Depreciation                  28.2                                               29.0                                                                       20.7                                       102.9      74.0


      Amortization of
       acquired
       intangibles                  16.9                                               31.7                                                                        0.8                                        54.6       3.2




     EBITDA                        31.3                                             (15.7)                                                                      50.2                                       144.7     216.3


      Amortization of fair
       value adjustments            38.8                                               14.5                                                                                                                  54.6


      Restructuring and
       related charges               1.7                                               21.1                                                                        3.4                                        31.9       7.2


      Stock-based
       compensation                 14.2                                               16.0                                                                       11.7                                        70.7      46.8


      Acquisition related
       costs                         0.3                                                2.2                                                                        2.1                                        15.6       4.8


      Other charges                 11.7                                               13.7                                                                       14.7                                        53.7      36.6


      Unrealized gain/
       (loss) on
       derivative
       liabilities                     -                                                                                                                       (7.8)                                      (8.8)      0.8


      Inventory write down
       due to product
       lines exit                    1.4                                               19.4                                                                                                                  20.8       7.7


      Integration related
       costs                         5.5                                                4.1                                                                                                                   9.6


      Impairment charges               -                                              30.7                                                                                                                  30.7



      Adjusted EBITDA                     $
        104.9                                                              $
              106.0                                                                   $
        74.3              $
        423.5    $
        320.2

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SOURCE Lumentum