VIAVI Announces Fourth Quarter And Year End Fiscal 2019 Results

SAN JOSE, Calif., Aug. 15, 2019 /PRNewswire/ -- VIAVI (NASDAQ: VIAV) today reported results for its fourth fiscal quarter ended June 29, 2019. Amounts presented below are on a continuing operations basis unless otherwise noted.

Fourth quarter of fiscal 2019 net revenue was $289.7 million. GAAP net income was $12.5 million, or $0.05 per share. Non-GAAP net income was $40.1 million, or $0.17 per share.

Third quarter of fiscal 2019 net revenue was $265.2 million. GAAP net loss was $(4.8) million or $(0.02) per share. Non-GAAP net income was $30.0 million, or $0.13 per share.

Fourth quarter of fiscal 2018 net revenue was $260.7 million. GAAP net loss was $(29.2) million, or $(0.13) per share. Non-GAAP net income was $27.1 million, or $0.12 per share.

"VIAVI had a strong finish in fiscal year 2019 as our fourth quarter revenue and non-GAAP operating profits exceeded our guidance," said Oleg Khaykin, VIAVI's President and Chief Executive Officer. "5G Wireless, Fiber and 3D Sensing were strong contributors to our overall fiscal 2019 revenue and non-GAAP operating margin performance."

Khaykin added, "We expect these secular growth trends to continue for the next several years, benefitting our business in the mid-to-longer term."

Financial Overview:

The tables below (in millions, except percentage, and per share data) provide comparisons of quarterly results to prior periods, including sequential quarterly and year-over-year changes. A full reconciliation between the GAAP and non-GAAP measures included in the tables is contained in this release under the section titled "Use of Non-GAAP (Adjusted) Financial Measures."

Fourth Quarter Ended June 29, 2019


                                          
           
            GAAP Results


                          Q4                   Q3                            Q4            
       
             Change


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



     Net revenue               $
     289.7                                           $
     265.2                          $
         260.7               9.2          11.1
                                                                                                                                              %            %


     Gross margin 58.5
          %                      57.9
          %                             51.0
         %                60 bps     750 bps


     Operating     9.6
          %                       3.0
          %                                   (4.6)
      margin                                                                                           %               660 bps   1,420 bps


     Income
      (loss) from                                                                                                            %                %
      operations          27.8                                7.9                                   (12.1)                 251.9             329.8


     Net income
      (loss) per                                                                                                             %                %
      share from
      continuing
      operations          0.05                             (0.02)                                  (0.13)                 350.0             138.5




                                        
           
            Non-GAAP Results


                          Q4                   Q3                            Q4            
       
             Change


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



     Non-GAAP
      gross                           %                                                 %                                    %
      margin                       61.9                                               61.3                                  58.8            60 bps 310 bps


     Non-GAAP
      operating                       %                                                 %                                    %
      margin                       17.6                                               14.7                                  13.0           290 bps 460 bps


     Non-GAAP
      income from                                                                                                                             %            %
      operations                   50.9                                               39.0                                  33.9              30.5          50.1


     Non-GAAP
      net                                                                                                                                     %            %
      earnings
      per share
      from
      continuing
      operations                   0.17                                               0.13                                  0.12              30.8          41.7


                                                 
       
      Net Revenue by Segment


                           Q4            % of Net                         Q3       Q4                 Change


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



     Network                    $
     197.3                                   68.1           $
     180.5               $
     179.0         9.3
      Enablement                                                             %                                                           %
                                                                                                                                %     10.2


     Service               24.1                     8.3                              24.9          28.5              (3.2)
      Enablement                                     %                                                                          %
                                                                                                                     %     (15.4)


     Optical Security      68.3                    23.6                              59.8          53.2               14.2
      and Performance                                %                                                                          %
      Products                                                                                                       %       28.4



                  Total         $
     289.7                                  100.0           $
     265.2               $
     260.7         9.2
                                                                                                                                         %
                                                                             %                                                  %     11.1

Fiscal Year Ended June 29, 2019


                                      
             
       GAAP Results


                       FY 2019                                FY 2018        Change Y/Y

                                                                                    ---

     Net revenue               $
         1,130.3                                           $
     875.7           29.1
                                                                                                            %


     Gross margin         57.6                                          55.8
                             %                                            %                      180 bps


     Operating    6.0
           %                                          0.2
      margin                                                              %                      580 bps


     Income from          67.4                                           1.9                       3,447.4
      operations                                                                                       %


     Net income
      (loss) per                                                                                       %
      share from
      continuing
      operations          0.03                                        (0.21)                        114.3




                                    
             
       Non-GAAP Results


                       FY 2019                                FY 2018        Change Y/Y

                                                                                    ---

     Non-GAAP
      gross                  %                                            %
      margin              61.1                                          60.8                        30 bps


     Non-GAAP
      operating              %                                            %
      margin              17.5                                          13.9                       360 bps


     Non-GAAP
      income from                                                                                           %
      operations                 $
         197.6                                           $
     121.8           62.2


     Non-GAAP
      net income                                                                                       %
      per share           0.68                                          0.44                          54.5


                                            
     
     Net Revenue by Segment


                        FY 2019                    % of Net revenue         FY 2018  Change Y/Y



     Network                      $
       737.8                                    65.3              $
     539.1        36.9
      Enablement                                                                  %                               %


     Service              103.4                                         9.1                 118.5          (12.7)
      Enablement                                                         %                                   %


     Optical Security
      and Performance                                                    %                                   %
      Products            289.1                                        25.6                 218.1            32.6



                  Total         $
       1,130.3                                   100.0              $
     875.7        29.1
                                                                                  %                               %

    --  Americas, Asia-Pacific and EMEA customers represented 38.6%, 30.9% and
        30.5%, respectively, of total net revenue for the quarter ended June 29,
        2019. Americas, Asia-Pacific and EMEA customers represented 37.7%, 32.9%
        and 29.4%, respectively, of total net revenue for the year ended June
        29, 2019.
    --  As of June 29, 2019, the Company held $526.5 million in total cash and
        investments.
    --  As of June 29, 2019, the Company had $460.0 million aggregate principal
        amount of 1.00% Senior Convertible Notes and $225.0 million aggregate
        principal amount of 1.75% Senior Convertible Notes with a total net
        carrying value of $578.8 million classified as long-term debt.
    --  During the fiscal quarter ended June 29, 2019, the Company generated
        $28.5 million of cash from operations.

ASC 606 - Revenue from Contracts with Customers:

On July 1, 2018, VIAVI adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers, as amended (commonly referred to as "ASC 606"). ASC 606 provides a unified model to determine when and how revenue is recognized, eliminating industry specific revenue recognition guidance. The Company adopted ASC 606 under the full retrospective method, which requires the Company to recast each prior period presented consistent with the new guidance. Accordingly, the balance sheet as of June 30, 2018, condensed consolidated statements of operations, and all related financial information for all fiscal 2018 periods presented have been recast to conform to ASC 606.

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

Business Outlook for the First Quarter of Fiscal 2020

For the first quarter of fiscal 2020 ending September 28, 2019, the Company expects net revenue to be between $273 million to $293 million and non-GAAP earnings per share to be $0.14 to $0.16.

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

Conference Call

The Company will discuss these results and other related matters at 1:30 p.m. Pacific Time on August 15, 2019 in a live webcast, which will also be archived for replay on the Company's website at www.viavisolutions.com/investors. The Company will post supplementary slides outlining the Company's latest financial results on www.viavisolutions.com/investors under the "Quarterly Results" section concurrently with this earnings press release. This press release is being furnished as a Current Report on Form 8-K with the Securities and Exchange Commission, and will be available at www.sec.gov.

About VIAVI Solutions

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

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include any expectation, anticipation or guidance as to future financial performance, including future revenue, gross margin, operating expense, operating margin, profitability targets, cash flow and other financial metrics, as well as the impact and duration of certain trends and market position and conditions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. In particular, the Company's ability to predict future financial performance continues to be difficult due to, among other things: (a) continuing general limited visibility across many of our product lines; (b) quarter-over-quarter product mix fluctuations, which can materially impact profitability measures due to the broad gross margin ranges across our portfolio; (c) consolidations in our customer base; (d) unforeseen changes in the demand for current and new products, technologies, services, delays or unforeseen events in the roll-out of new industry platforms such as 5G or evolving technology such as 3D sensing and customer purchasing delays as they assess or transition to such new technologies and/or architectures, all of which limit near-term demand visibility, and could negatively impact potential revenue; (e) continued decline of average selling prices across our businesses; (f) notable seasonality and a significant level of in-quarter book-and-ship business; (g) various product and manufacturing transfers, site consolidations, product discontinuances and the restructuring and workforce reduction plans, including the plan announced during the first quarter of fiscal 2019 that may cause short-term disruptions; (h) challenges integrating the businesses the Company has acquired and realizing all of the expected benefits and savings; (i) the ability of our suppliers and contract manufacturers to meet production and delivery requirements to our forecasted demand; (j) potential disruptions or delays to our manufacturing and operations due to natural disasters such as the recent wildfires in Northern California; (k) the uncertain and ongoing impact to our supply chain of tariffs, sanctions and other trade measures imposed by domestic and foreign governments and the possibility of escalation of "trade wars" and retaliatory measures between nations; and (l) inherent uncertainty related to global markets and the effect of such markets on demand for our products. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. For more information on these risks, please refer to the "Risk Factors" section included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2018 filed with the Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date thereof and the Company assumes no obligation to update such statements.

Contact Information

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

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

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

-SELECTED PRELIMINARY FINANCIAL DATA -


                                                                                             
             
                VIAVI SOLUTIONS INC.


                                                                                 
             
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                      
             
               (in millions, except per share data)


                                                                                                  
             
                (unaudited)


                                                                                                  
             
                PRELIMINARY




                                                          Three Months Ended                                                     
              
              Years Ended


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

                                                                                                                                                                             ---

      Net revenue                                     $
        289.7                                                                                $
            260.7                   $
         1,130.3    $
       875.7


      Cost of revenues                          111.6                                            115.4                                                                       444.5           360.6


      Amortization of
       acquired
       technologies                               8.6                                             12.3                                                                        34.4            26.7


      Gross profit                              169.5                                            133.0                                                                       651.4           488.4




     Operating expenses:


      Research and
       development                               49.8                                             42.2                                                                       187.0           133.3


      Selling, general and
       administrative                            83.8                                             88.9                                                                       343.5           323.9


      Amortization of other
       intangibles                                8.7                                             10.0                                                                        38.1            21.0


      Restructuring and
       other charges                            (0.6)                                             4.0                                                                        15.4             8.3



      Total operating
       expenses                                 141.7                                            145.1                                                                       584.0           486.5



      Income (loss) from
       operations                                27.8                                           (12.1)                                                                       67.4             1.9


      Interest income and
       other income, net                          2.1                                              3.2                                                                         6.2             9.7


      Interest expense                          (8.1)                                          (11.7)                                                                     (34.3)         (47.3)



      Income (loss) before
       taxes                                     21.8                                           (20.6)                                                                       39.3          (35.7)


      Provision for income
       taxes                                      9.3                                              8.6                                                                        31.5            12.9



      Income (loss) from
       continuing
       operations, net of
       taxes                                     12.5                                           (29.2)                                                                        7.8          (48.6)


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



      Net income (loss)                                $
        12.5                                                                               $
            (29.2)                      $
         5.4   $
       (48.6)





      Income (loss) per share  -basic:


      Continuing operations                            $
        0.05                                                                               $
            (0.13)                     $
         0.03   $
       (0.21)


      Discontinued
       operations                                   -                                                                                                                     (0.01)


      Net loss per share -
       basic                                           $
        0.05                                                                               $
            (0.13)                     $
         0.02   $
       (0.21)





      Income (loss) per share -diluted:


      Continuing operations                            $
        0.05                                                                               $
            (0.13)                     $
         0.03   $
       (0.21)


      Discontinued
       operations                                   -                                                                                                                     (0.01)


      Net income (loss) per
       share -diluted                                  $
        0.05                                                                               $
            (0.13)                     $
         0.02   $
       (0.21)





      Shares used in per share
       calculations:



     Basic:                                    228.7                                            226.5                                                                       228.1           227.1





     Diluted:                                  232.5                                            226.5                                                                       231.2           227.1



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


                                                          
              
                VIAVI SOLUTIONS INC.


                                                      
         
                CONDENSED CONSOLIDATED BALANCE SHEETS


                                                        
              
                (in millions, unaudited)


                                                              
              
                PRELIMINARY




                                                               June 29, 2019                                   June 30, 2018

                                                                                                                         ---


     
                ASSETS



     Current assets:


      Cash and cash equivalents                                                  $
              521.5                                     $
        611.4


      Short-term investments                                             1.5                                                   169.3



     Restricted cash                                                    3.5                                                     7.3


      Accounts receivable, net                                         233.8                                                   218.6



     Inventories, net                                                 102.7                                                    92.3


      Prepayments and other current
       assets                                                           53.8                                                    56.3


      Total current assets                                             916.8                                                 1,155.2



      Property, plant and equipment,
       net                                                             179.9                                                   170.5



     Goodwill                                                         381.1                                                   336.3



     Intangibles, net                                                 211.6                                                   235.1


      Deferred income taxes                                            108.4                                                   114.3


      Other non-current assets                                          17.3                                                    15.4



     Total assets                                                             $
              1,815.1                                   $
        2,026.8



                   LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:



     Accounts payable                                                            $
              63.4                                      $
        55.5


      Accrued payroll and related
       expenses                                                         58.7                                                    52.8



     Deferred revenue                                                  55.3                                                    60.6



     Accrued expenses                                                  34.2                                                    30.1


      Current portion of long-term
       debt                                                                -                                                  275.3


      Other current liabilities                                         72.4                                                    78.9


      Total current liabilities                                        284.0                                                   553.2



      Long-term debt, net of
       current portion                                                 578.8                                                   557.9


      Other non-current liabilities                                    226.5                                                   180.8


      Total stockholders' equity                                       725.8                                                   734.9



      Total liabilities and
       stockholders' equity                                                    $
              1,815.1                                   $
        2,026.8



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


                                                                                                                                                                    
              
                VIAVI SOLUTIONS INC.


                                                                                                                                                               
              
                REPORTABLE SEGMENT INFORMATION


                                                                                                                                                                  
              
                (in millions, unaudited)


                                                                                                                                                                        
              
                PRELIMINARY




                                                                                                            
              
              Three Months Ended June 29, 2019


                                             Network and Service Enablement


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

                                                                                                                                                                                                                                                                     ---

      Net revenue                         $
             197.3                                                                   $
            24.1                                                                                           $
     221.4                                           $
          68.3             
     $   $
       289.7




      Gross
       profit                       128.9                                                  16.5                                                                                   145.4                                                    33.8                                   (9.7)                     169.5


      Gross                          65.3                                                  68.5                                                                                    65.7                                                    49.5                                                        58.5
       margin                           %                                                    %                                                                                      %                                                      %                                                          %





     Operating income                                                                                            29.7                                                                      21.2                                                                  (23.1)                      27.8



     Operating margin                                                                                            13.4                                                                      31.0
                                                                                                                       %                                                                        %                                                                        9.6
         %




                                                                                                          
              
              Three Months Ended June 30, 2018 (2)


                                             Network and Service Enablement


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

                                                                                                                                                                                                                                                                     ---

      Net revenue                         $
             179.0                                                                   $
            28.5                                                                                           $
     207.5                                           $
          53.2             
     $   $
       260.7




      Gross
       profit                       109.2                                                  19.4                                                                                   128.6                                                    24.8                                  (20.4)                     133.0


      Gross                          61.0                                                  68.1                                                                                    62.0                                                    46.6                                                        51.0
       margin                           %                                                    %                                                                                      %                                                      %                                                          %





     Operating income                                                                                            19.0                                                                      14.9                                                                  (46.0)                    (12.1)



     Operating margin                                                                                             9.2                                                                      28.0                                                                              (4.6)
                                                                                                                       %                                                                        %                                                                                 %




                                                                                                                
              
              Year Ended June 29, 2019


                                             Network and Service Enablement


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

                                                                                                                                                                                                                                                                     ---

      Net revenue                         $
             737.8                                                                  $
            103.4                                                                                           $
     841.2                                          $
          289.1             
     $ $
       1,130.3




      Gross
       profit                       473.3                                                  71.0                                                                                   544.3                                                   145.8                                  (38.7)                     651.4


      Gross                          64.2                                                  68.7                                                                                    64.7                                                    50.4                                                        57.6
       margin                           %                                                    %                                                                                      %                                                      %                                                          %





     Operating income                                                                                            99.6                                                                      98.0                                                                 (130.2)                      67.4



     Operating margin                                                                                            11.8                                                                      33.9
                                                                                                                       %                                                                        %                                                                        6.0
         %




                                                                                                              
              
              Year Ended June 30, 2018 (2)


                                             Network and Service Enablement


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

                                                                                                                                                                                                                                                                     ---

      Net revenue                         $
             539.1                                                                  $
            118.5                                                                                           $
     657.6                                          $
          218.1             
     $   $
       875.7




      Gross
       profit                       334.3                                                  82.6                                                                                   416.9                                                   115.2                                  (43.7)                     488.4


      Gross                          62.0                                                  69.7                                                                                    63.4                                                    52.8                                                        55.8
       margin                           %                                                    %                                                                                      %                                                      %                                                          %





     Operating income                                                                                            43.6                                                                      78.2                                                                 (119.9)                       1.9



     Operating margin                                                                                             6.6                                                                      35.9
                                                                                                                       %                                                                        %                                                                        0.2
         %



               (1) Other items include charges
                unrelated to core operating
                performance primarily consisting of
                stock-based compensation,
                amortization of acquisition-
                related intangibles, restructuring
                and related charges, changes in
                fair value of contingent
                consideration liabilities and other
                charges unrelated to core operating
                performance.


               (2)  As adjusted for adoption of ASC
                606.




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

Use of Non-GAAP (Adjusted) Financial Measures

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

The Company believes providing this additional information allows investors to see Company results through the eyes of management. The Company further believes that providing this information allows investors to better understand the Company's financial performance and, importantly, to evaluate the efficacy of the methodology and information used by management to evaluate and measure such performance.

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

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

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

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

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

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

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

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


                                                                                                                                                                           
              
                VIAVI SOLUTIONS INC.


                                                                                                                                                            
            
              RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS


                                                                                                                                                                           
              
                TO NON-GAAP MEASURES


                                                                                                                                                                     
            
                (in millions, except per share data)


                                                                                                                                                                               
              
                (unaudited)


                                                                                                                                                                               
              
                PRELIMINARY





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




                                                                                        
            
           Three Months Ended                                                                                                           
         
          Years Ended


                                                                          June 29, 2019                                                   June 30, 2018 (1)                                                               June 29, 2019                             June 30, 2018 (1)


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

                                                                                                                                                                                                                                                                                                       ---

      GAAP measures from                                               $
     169.5                                                      58.5                                                                $
              133.0                                     51.0                                        $
     651.4        57.6             $
         488.4   55.8
       continuing operations
                                                                                                                                       %                                                                                                                       %                                                         %                               %


      Stock-based compensation                                   1.0                                           0.4                                                         0.9                                                    0.3                                                 3.8                        0.4         3.3        0.4

                                                                                                                %                                                                                                                %                                                                            %                       %


      Other charges unrelated                                    0.1                                                                            %                                   7.2                                                             2.8                                   0.5                        0.1         13.7              1.6
       to core operating
       performance (2)                                                                                                                                                                                                                                %                                                              %                           %


      Amortization of                                            8.6                                           3.0                                                        12.3                                                    4.7                                                34.4                        3.0        26.7        3.0
       intangibles
                                                                                                                %                                                                                                                %                                                                            %                       %

                                                                                                                                                                                                                                                                                                                                               ---

      Total related to Cost of                                   9.7                                           3.4                                                        20.4                                                    7.8                                                38.7                        3.5        43.7        5.0
       Revenue
                                                                                                                %                                                                                                                %                                                                            %                       %



      Non-GAAP measures from                                           $
     179.2                                                      61.9                                                                $
              153.4                                     58.8                                        $
     690.1        61.1             $
         532.1   60.8
       continuing operations
                                                                                                                                       %                                                                                                                       %                                                         %                               %

                                                                                                                                                                                                                                                                                                                                                                ===


                                                                 
            
               Three Months Ended                                                                                           
         
             Years Ended


                                                   June 29, 2019                                                           June 30, 2018 (1)                                         June 29, 2019                                    June 30, 2018 (1)


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



     GAAP measures from                         $
     27.8                                                                9.6                                          $
            (12.1)                                           (4.6)                                            $
         67.4     6.0            $
       1.9     0.2
      continuing operations
                                                                                                                        %                                                                                                        %                                                             %                          %


     Stock-based compensation               9.7                                               3.3                                                           7.7                               2.9                                                         38.2                             3.4    30.5     3.5

                                                                                               %                                                                                             %                                                                                          %              %


     Change in fair value of              (5.9)                                            (2.0)                                                                                                     %                                               (5.9)                          (0.5)
      contingent liability
                                                                                               %                                                                                                                                                                                        %                         %


     Other charges unrelated                2.6                                               0.9                                                          12.0                               4.6                                                         10.0                             0.9    33.4     3.8
      to core operating
      performance (3)                                                                          %                                                                                             %                                                                                          %              %


     Amortization of                       17.3                                               6.0                                                          22.3                               8.6                                                         72.5                             6.4    47.7     5.4
      intangibles
                                                                                               %                                                                                             %                                                                                          %              %


     Restructuring and related            (0.6)                                            (0.2)                                                          4.0                               1.5                                                         15.4                             1.3     8.3     1.0
      charges
                                                                                               %                                                                                             %                                                                                          %              %



     Total related to Cost of              23.1                                               8.0                                                          46.0                              17.6                                                        130.2                            11.5   119.9    13.7
      Revenue and Operating
      Expenses                                                                                 %                                                                                             %                                                                                          %              %



     Non-GAAP measures from                     $
     50.9                                                               17.6                                            $
            33.9                                             13.0                                            $
         197.6    17.5          $
       121.8    13.9
      continuing operations
                                                                                                                        %                                                                                                        %                                                             %                          %


                                                             
         
            Three Months Ended                                                                                                  
     
           Years Ended


                                               June 29, 2019                                                        June 30, 2018 (1)                                        June 29, 2019                                             June 30, 2018 (1)


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



     GAAP measures from
      continuing
      operations                            $
       12.5                                                            $
              0.05                                           $
              (29.2)                                              $
              (0.13)                          $
      7.8             $
          0.03     $
        (48.6)   $
        (0.21)


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


     Stock-based
      compensation                      9.7                                     0.04                                                            7.7                                        0.03                                        38.2                                        0.17                30.5             0.13


     Change in fair value
      of contingent
      liability                       (5.9)                                  (0.03)                                                                                                                                               (5.9)                                     (0.03)


     Other charges
      unrelated to core
      operating
      performance (3)                   2.7                                     0.01                                                           12.0                                        0.05                                        10.5                                        0.05                33.5             0.15


     Amortization of
      intangibles                      17.3                                     0.07                                                           22.3                                        0.10                                        72.5                                        0.31                47.7             0.21


     Restructuring and
      related charges                 (0.6)                                                                                                   4.0                                        0.02                                        15.4                                        0.07                 8.3             0.04


     Non-cash interest
      expense and other
      expense                           4.7                                     0.02                                                            8.4                                        0.04                                        21.0                                        0.09                38.1             0.17


     Benefit from income
      taxes                           (0.3)                                                                                                   1.9                                        0.01                                       (3.3)                                     (0.01)              (8.1)          (0.04)



     Total related to net
      income from
      continuing
      operations and EPS               27.6                                     0.12                                                           56.3                                        0.25                                       148.4                                        0.64               150.0             0.65



     Non-GAAP measures
      from continuing
      operations                            $
       40.1                                                            $
              0.17                                             $
              27.1                                                 $
              0.12                         $
      156.2             $
          0.68      $
        101.4    $
          0.44



     Shares used in per
      share calculation
      for Non-GAAP EPS                                                232.5                                                                         229.4                                                                           231.2                                                  230.2



               Note: Certain totals may not add due to
                rounding




               (1) As adjusted for adoption of ASC
                606.


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


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




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


                                                                                      
              
                VIAVI SOLUTIONS INC.


                                                                    
              
               RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS


                                                                                       
              
                TO ADJUSTED EBITDA


                                                                                    
              
                (in millions, unaudited)


                                                                                           
              
                PRELIMINARY




                                               Three Months Ended                                                                                    
           
     Years Ended


                          June 29, 2019                           June 30, 2018 (1)                                      June 29, 2019                                  June 30, 2018 (1)



     GAAP net income
      (loss) from
      continuing
      operations                        $
     12.5                                                                                           $
              (29.2)                                 $
        7.8   $
       (48.6)


     Interest income and
      other income, net           (2.1)                                                  (3.2)                                                                                      (6.2)       (9.7)


     Interest expense               8.1                                                    11.7                                                                                        34.3         47.3


     Provision for income
      taxes                         9.3                                                     8.6                                                                                        31.5         12.9


     Depreciation                  10.0                                                    11.4                                                                                        39.7         36.9


     Amortization                  17.3                                                    22.3                                                                                        72.5         47.7



     EBITDA from
      continuing
      operations                   55.1                                                    21.6                                                                                       179.6         86.5



     Costs related to
      restructuring and
      related charges             (0.6)                                                    4.0                                                                                        15.4          8.3


     Costs related to
      stock-based
      compensation                  9.7                                                     7.7                                                                                        38.2         30.5


     Change in fair value
      of contingent
      liability                   (5.9)                                                                                                                                             (5.9)


     Other charges
      unrelated to core
      operating
      performance (2)               2.6                                                    12.0                                                                                        10.0         33.5



     Adjusted EBITDA from
      continuing
      operations                        $
     60.9                                                                                             $
              45.3                                $
        237.3    $
       158.8



               Note: Certain totals may not add due to
                rounding




               (1) As adjusted for adoption of ASC
                606.


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




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

VIAVI SOLUTIONS INC.
SUPPLEMENTAL SCHEDULE OF FINANCIAL INFORMATION ADJUSTED FOR ASC 606
(in millions, except per share data)
(US GAAP, unaudited)

Condensed Consolidated Statements of Operations Adjusted for ASC 606

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

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


                                              
              
           Three Months Ended                                                                        Twelve Months Ended


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



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


     Cost of revenues           78.2                           86.0                                                      95.4                         127.7                                      387.3                    326.0


     Gross profit              112.7                          119.4                                                     123.3                         133.0                                      488.4                    479.0



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


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


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



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


     Income from
      discontinued
      operations, net
      of tax                                                                                                                                                                                                           1.6


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





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


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




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


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



                                    Note: Certain totals may
                                     not add due to rounding

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SOURCE VIAVI Financials