VIAVI Announces Second Quarter Fiscal 2020 Results

SAN JOSE, Calif., Feb. 4, 2020 /PRNewswire/ -- VIAVI (NASDAQ: VIAV) today reported results for its second fiscal quarter ended December 28, 2019. Amounts presented below are on a continuing operations basis unless otherwise noted.

Second quarter of fiscal 2020 net revenue was $313.7 million. GAAP net income was $28.0 million, or $0.12 per share. Non-GAAP net income was $55.6 million, or $0.23 per share.

First quarter of fiscal 2020 net revenue was $299.8 million. GAAP net income was $6.8 million or $0.03 per share. Non-GAAP net income was $42.9 million, or $0.18 per share.

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

"We are pleased with our fiscal Q2 2020 results as VIAVI delivered record revenue, non-GAAP operating margin and non-GAAP EPS and broke the prior record financial performance set in fiscal Q2 2019," said Oleg Khaykin, VIAVI's President and Chief Executive Officer. "Both NSE and OSP business segments delivered strong performance."

Khaykin added, "Looking ahead, we expect 5G Wireless field deployment, starting in late calendar 2020, increased penetration of 3D Sensing applications in mobile devices, and fiber network densification to drive our business growth this calendar year."

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."

Second Quarter Ended December 28, 2019


                                           
          
         GAAP Results


                     Q2               Q1                                Q2               Change


                  FY 2020          FY 2020                           FY 2019          Q/Q       Y/Y



     Net revenue          $
     313.7                                           $
     299.8               $
         306.9           4.6    2.2
                                                                                                                          %     %


     Gross margin    60.4                          58.2                                58.0
                        %                            %                                  %              220 bps    240 bps


     Operating       14.3                    6.9
         %                               10.7
      margin            %                                                               %              740 bps    360 bps


     Income from     45.0                          20.7                                32.9                 117.4          36.8
      operations                                                                                             %            %


     Net income
      per share                                                                                              %            %
      from
      continuing
      operations     0.12                          0.03                                0.07                 300.0          71.4


                          
     
             Non-GAAP Results


                     Q2          Q1                       Q2       Change


                  FY 2020     FY 2020                  FY 2019 Q/Q        Y/Y



     Non-GAAP        63.5                   61.3                61.2
      gross
      margin            %                     %                  %            220 bps    230 bps


     Non-GAAP        21.6                   17.6                20.8
      operating
      margin            %                     %                  %            400 bps     80 bps


     Non-GAAP        67.9                   52.7                63.9                28.8           6.3
      income from
      operations                                                                    %            %


     Non-GAAP
      net
      earnings                                                                      %            %
      per share
      from
      continuing
      operations     0.23                   0.18                0.22                27.8           4.5


                                                 
       
      Net Revenue by Segment


                           Q2            % of Net                         Q1       Q2            Change


                        FY 2020          revenue                       FY 2020  FY 2019      Q/Q             Y/Y



     Network                    $
     203.0                                   64.7           $
     198.9               $
     195.5    2.1    3.8
      Enablement                                                             %
                                                                                                                           %      %


     Service               31.2                    10.0                              20.9               28.2          49.3   10.6
      Enablement                                     %
                                                                                                                     %     %


     Optical Security      79.5                    25.3                              80.0               83.2         (0.6) (4.4)
      and Performance                                %
      Products                                                                                                       %     %



                  Total         $
     313.7                                  100.0           $
     299.8               $
     306.9    4.6    2.2

                                                                             %                                             %      %

    --  Americas, Asia-Pacific and EMEA customers represented 37.2%, 36.0% and
        26.8%, respectively, of total net revenue for the quarter ended December
        28, 2019.
    --  As of December 28, 2019, the Company held $556.9 million in total cash
        and investments.
    --  As of December 28, 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 $589.8 million classified as long-term debt.
    --  During the fiscal quarter ended December 28, 2019, the Company generated
        $38.0 million of cash from operations.

Business Outlook for the Third Quarter of Fiscal 2020

For the third quarter of fiscal 2020 ending March 28, 2020, the Company expects net revenue to be between $268 million to $288 million and non-GAAP earnings per share to be $0.13 to $0.15.

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 February 4, 2020 in a live webcast, which will also be archived for replay on the Company's website at https://investor.viavisolutions.com. The Company will post supplementary slides outlining the Company's latest financial results on https://investor.viavisolutions.com 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 for communications service providers, enterprises, network equipment manufacturers, government and avionics. We help these customers harness the power of instruments, automation, intelligence and virtualization to Command the network. VIAVI is also a leader in light management solutions for 3D sensing, anti-counterfeiting, consumer electronics, industrial, automotive and defense applications. 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; (l) the impact of infectious disease outbreaks and epidemics, including the effects of the novel coronavirus outbreak on our business operations and manufacturing in geographic locations impacted by the outbreak and on the business operations of our customers, contract manufacturers and suppliers; and (m) 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 29, 2019 filed with the Securities and Exchange Commission. The forward-looking statements contained in this press release are made as of the date thereof and the Company assumes no obligation to update such statements.

Contact Information

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

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

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

-SELECTED PRELIMINARY FINANCIAL DATA -


                                                                                                                
              
                VIAVI SOLUTIONS INC.


                                                                                                   
              
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                                        
              
                (in millions, except per share data)


                                                                                                                     
              
                (unaudited)


                                                                                                                     
              
                PRELIMINARY




                                                   
              
         Three Months Ended                                                              
              
                Six Months Ended


                                             December 28, 2019                           December 29, 2018                                       December 28, 2019                           December 29, 2018

                                                                                                                                                                                                           ---

      Net revenue                                               $
        313.7                                                                                           $
              306.9                          $
         613.5   $
       575.4


      Cost of revenues                                   115.8                                                    120.4                                                                                    232.8         229.1


      Amortization of
       acquired
       technologies                                        8.4                                                      8.5                                                                                     16.8          17.9


      Gross profit                                       189.5                                                    178.0                                                                                    363.9         328.4




     Operating expenses:


      Research and
       development                                        50.3                                                     45.9                                                                                    101.8          88.5


      Selling, general and
       administrative                                     86.3                                                     88.5                                                                                    179.5         172.9


      Amortization of other
       intangibles                                         8.8                                                     10.4                                                                                     17.5          20.2


      Restructuring and
       related (benefits)
       charges                                           (0.9)                                                     0.3                                                                                    (0.6)         15.1



      Total operating
       expenses                                          144.5                                                    145.1                                                                                    298.2         296.7



      Income from
       operations                                         45.0                                                     32.9                                                                                     65.7          31.7


      Interest income and
       other income, net                                   1.3                                                      1.5                                                                                      4.0           3.2


      Interest expense                                   (8.4)                                                   (8.1)                                                                                  (16.7)       (18.2)



      Income before taxes                                 37.9                                                     26.3                                                                                     53.0          16.7


      Provision for income
       taxes                                               9.9                                                     10.9                                                                                     18.2          16.6



      Income from
       continuing
       operations                                         28.0                                                     15.4                                                                                     34.8           0.1


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



      Net income (loss)                                          $
        28.0                                                                                            $
              13.0                           $
         34.8   $
       (2.3)





      Income (loss) per share -basic:


      Continuing operations                                      $
        0.12                                                                                            $
              0.07                           $
         0.15    $
       0.00


      Discontinued
       operations                                            -                                                  (0.01)                                                                                               (0.01)



      Net income (loss) per
       share -basic                                              $
        0.12                                                                                            $
              0.06                           $
         0.15  $
       (0.01)





      Income (loss) per share -diluted:


      Continuing operations                                      $
        0.12                                                                                            $
              0.07                           $
         0.15    $
       0.00


      Discontinued
       operations                                            -                                                  (0.01)                                                                                               (0.01)



      Net income (loss) per
       share -diluted                                            $
        0.12                                                                                            $
              0.06                           $
         0.15  $
       (0.01)





      Shares used in per share calculations:



     Basic                                              230.0                                                    228.3                                                                                    229.7         227.8





     Diluted                                            238.3                                                    230.4                                                                                    237.4         230.5




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


                                                                
              
                VIAVI SOLUTIONS INC.


                                                        
              
                CONDENSED CONSOLIDATED BALANCE SHEETS


                                                              
              
                (in millions, unaudited)


                                                                     
              
                PRELIMINARY




                                                                   December 28, 2019                                                 June 29, 2019

                                                                                                                                               ---


     
                ASSETS



     Current assets:


      Cash and cash equivalents                                                          $
              551.8                                                 $
        521.5


      Short-term investments                                                     1.6                                                                 1.5



     Restricted cash                                                            3.5                                                                 3.5


      Accounts receivable, net                                                 251.5                                                               237.7



     Inventories, net                                                          91.9                                                               102.7


      Prepayments and other current
       assets                                                                   54.5                                                                49.9


      Total current assets                                                     954.8                                                               916.8



      Property, plant and equipment,
       net                                                                     173.5                                                               179.9



     Goodwill, net                                                            384.5                                                               381.1



     Intangibles, net                                                         179.3                                                               211.6


      Deferred income taxes                                                    106.8                                                               108.4


      Other non-current assets                                                  60.8                                                                17.3



     Total assets                                                                     $
              1,859.7                                               $
        1,815.1



                   LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:



     Accounts payable                                                                    $
              48.9                                                  $
        63.4


      Accrued payroll and related
       expenses                                                                 66.5                                                                58.7



     Deferred revenue                                                          53.2                                                                55.3



     Accrued expenses                                                          32.1                                                                34.2


      Other current liabilities                                                 61.2                                                                72.4


      Total current liabilities                                                261.9                                                               284.0




     Long-term debt                                                           589.8                                                               578.8


      Other non-current liabilities                                            243.7                                                               226.5


      Total stockholders' equity                                               764.3                                                               725.8



      Total liabilities and
       stockholders' equity                                                            $
              1,859.7                                               $
        1,815.1





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


                                                                                                                                                            
              
                VIAVI SOLUTIONS INC.


                                                                                                                                                       
              
                REPORTABLE SEGMENT INFORMATION


                                                                                                                                                          
              
                (in millions, unaudited)


                                                                                                                                                                 
              
                PRELIMINARY




                                                                                                          
             
          Three Months Ended December 28, 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                         $
             203.0                                                              $
           31.2                                                                                         $
     234.2                                    $
        79.5             
     $ $
     313.7




      Gross
       profit                       134.8                                                  20.8                                                                             155.6                                                  43.6                             (9.7)                  189.5


      Gross                          66.4                                                  66.7                                                                              66.4                                                  54.8                                               60.4
       margin                           %                                                    %                                                                                %                                                    %                                                 %





     Operating income                                                                                           37.5                                                                 30.4                                                                (22.9)             45.0



     Operating margin                                                                                           16.0                                                                 38.2                                                                       14.3
                                                                                                                      %                                                                   %                                                                         %


                                                                                                  
              
          Three Months Ended December 29, 2018


                                       Network and Service Enablement


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



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




     Gross
      profit                  125.7                                                  20.3                                                                            146.0                           41.8                             (9.8)                178.0


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




     Operating
      income                                                                                                32.8                                                           31.1                                               (31.0)           32.9


     Operating                                                                                              14.7                                                           37.4                                                      10.7
      margin                                                                                                   %                                                             %                                                        %


                                                                                                   
              
         Six Months Ended December 28, 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                    $
             401.9                                                             $
          52.1                                                                  $
     454.0                                    $
     159.5             
     $ $
     613.5




     Gross
      profit                  262.8                                                  33.4                                                                           296.2                           86.9                            (19.2)                363.9


     Gross                     65.4                                                  64.1                                                                            65.2                           54.5                                             59.3
      margin                      %                                                    %                                                                              %                             %                                               %




     Operating
      income                                                                                                59.8                                                          60.8                                               (54.9)           65.7


     Operating                                                                                              13.2                                                          38.1                                                      10.7
      margin                                                                                                   %                                                            %                                                        %


                                                                                                   
              
         Six Months Ended December 29, 2018


                                       Network and Service Enablement


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



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




     Gross
      profit                  228.6                                                  38.6                                                                           267.2                           81.2                            (20.0)                328.4


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




     Operating
      income                                                                                                49.2                                                          58.5                                               (76.0)           31.7


     Operating                                                                                              11.9                                                          36.3                                                       5.5
      margin                                                                                                   %                                                            %                                                        %



               (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.




                            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, changes in fair value of contingent consideration liabilities 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 eliminates this 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.

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                                                                                                                     
         
             Six Months Ended


                                                                             December 28, 2019                                                           December 29, 2018                                                                December 28, 2019                                     December 29, 2018


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

                                                                                                                                                                                                                                                                                                                                      ---

      GAAP measures from                                                 $
        189.5                                                                60.4                                                                  $
              178.0                                                58.0                                           $
          363.9      59.3           $
             328.4   57.1
       continuing operations
                                                                                                                                                      %                                                                                                                                    %                                                               %                                 %


      Stock-based compensation                                       1.0                                                    0.3                                                             0.9                                                      0.3                                                             2.0                             0.3       1.7      0.3

                                                                                                                             %                                                                                                                      %                                                                                             %                %


      Other charges unrelated                                        0.3                                                    0.1                                                             0.4                                                      0.1                                                             0.4                             0.1
       to core operating
       performance                                                                                                           %                                                                                                                      %                                                                                             %      0.4                     %


      Amortization of                                                8.4                                                    2.7                                                             8.5                                                      2.8                                                            16.8                             2.7      17.9      3.1
       intangibles
                                                                                                                             %                                                                                                                      %                                                                                             %                %

                                                                                                                                                                                                                                                                                                                                                                                   ---

      Total related to Cost of                                       9.7                                                    3.1                                                             9.8                                                      3.2                                                            19.2                             3.1      20.0      3.4
       Revenue
                                                                                                                             %                                                                                                                      %                                                                                             %                %



      Non-GAAP measures from                                             $
        199.2                                                                63.5                                                                  $
              187.8                                                61.2                                           $
          383.1      62.4           $
             348.4   60.5
       continuing operations
                                                                                                                                                      %                                                                                                                                    %                                                               %                                 %

                                                                                                                                                                                                                                                                                                                                                                                                    ===





                                                                                               
            
               Three Months Ended                                                                                                                     
         
             Six Months Ended


                                                                             December 28, 2019                                                           December 29, 2018                                                                December 28, 2019                                     December 29, 2018


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

                                                                                                                                                                                                                                                                                                                                      ---

      GAAP measures from                                                  $
        45.0                                                                14.3                                                                   $
              32.9                                                10.7                                            $
          65.7      10.7            $
             31.7    5.5
       continuing operations
                                                                                                                                                      %                                                                                                                                    %                                                               %                                 %


      Stock-based compensation                                      11.3                                                    3.6                                                             9.6                                                      3.1                                                            21.6                             3.5      17.7      3.1

                                                                                                                             %                                                                                                                      %                                                                                             %                %


      Change in fair value of                                      (6.0)                                                 (1.9)                                                                                                                                 %                                               (4.3)                          (0.7)
       contingent liability
                                                                                                                             %                                                                                                                                                                                                                    %                             %


      Other charges unrelated                                        1.3                                                    0.4                                                             2.2                                                      0.7                                                             3.9                             0.7       5.1      0.9
       to core operating
       performance (1)                                                                                                       %                                                                                                                      %                                                                                             %                %


      Amortization of                                               17.2                                                    5.5                                                            18.9                                                      6.2                                                            34.3                             5.6      38.1      6.6
       intangibles
                                                                                                                             %                                                                                                                      %                                                                                             %                %


      Restructuring and related                                    (0.9)                                                 (0.3)                                                            0.3                                                      0.1                                                           (0.6)                          (0.1)     15.1      2.6
       (benefits) charges
                                                                                                                             %                                                                                                                      %                                                                                             %                %



      Total related to Cost of                                      22.9                                                    7.3                                                            31.0                                                     10.1                                                            54.9                             9.0      76.0     13.2
       Revenue and Operating
       Expenses                                                                                                              %                                                                                                                      %                                                                                             %                %

                                                                                                                                                                                                                                                                                                                                                                                   ---

      Non-GAAP measures from                                              $
        67.9                                                                21.6                                                                   $
              63.9                                                20.8                                           $
          120.6      19.7           $
             107.7   18.7
       continuing operations
                                                                                                                                                      %                                                                                                                                    %                                                               %                                 %

                                                                                                                                                                                                                                                                                                                                                                                                    ===


                                                          
         
            Three Months Ended                                                                                    
     
          Six Months Ended


                                        December 28, 2019                                                 December 29, 2018                                December 28, 2019                                      December 29, 2018


                          Net Income                             Diluted                    Net Income                          Diluted         Net Income                             Diluted           Net Income                          Diluted
                                                            EPS                                                             EPS                                                    EPS                                                   EPS



     GAAP measures from
      continuing
      operations                     $
         28.0                                                       $
              0.12                                      $
              15.4                                            $
             0.07                         $
       34.8             $
            0.15    $
      0.1 $
     0.00


     Items reconciling
      GAAP net income and
      EPS to non-GAAP net
      income and EPS:


     Stock-based
      compensation              11.3                                         0.05                                                     9.6                                 0.04                                     21.6                                     0.09                  17.7             0.08


     Change in fair value
      of contingent
      liability                (6.0)                                      (0.03)                                                                                                                              (4.3)                                  (0.02)


     Other charges
      unrelated to core
      operating
      performance (1)            1.3                                         0.01                                                     2.4                                 0.01                                      3.9                                     0.02                   5.5             0.02


     Amortization of
      intangibles               17.2                                         0.07                                                    18.9                                 0.08                                     34.3                                     0.14                  38.1             0.17


     Restructuring and
      related (benefits)
      charges                  (0.9)                                                                                                0.3                                                                        (0.6)                                                         15.1             0.07


     Non-cash interest
      expense and other
      expense                    5.2                                         0.02                                                     4.9                                 0.02                                     10.3                                     0.04                  11.5             0.05


     Benefit from income
      taxes                    (0.5)                                                                                              (0.6)                                                                       (1.5)                                  (0.01)                (1.9)          (0.01)



     Total related to net
      income and EPS            27.6                                         0.12                                                    35.5                                 0.15                                     63.7                                     0.26                  86.0             0.37



     Non-GAAP measures
      from continuing
      operations                     $
         55.6                                                       $
              0.23                                      $
              50.9                                            $
             0.22                         $
       98.5             $
            0.41   $
      86.1 $
     0.37



     Shares used in per
      share calculation
      for Non-GAAP EPS                                             238.3                                                                  230.4                                                                 237.4                                               230.5



               Note: Certain totals may not add due to
                rounding


               (1) Other items include charges
                unrelated to core operating
                performance primarily consisted of
                certain acquisition and integration
                related changes, transformational
                initiatives such as, site
                consolidations, and reorganization,
                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                                                                         Six Months Ended


                          December 28,                         December 29,                                     December 28,                          December 29,
                                  2019                                  2018                                              2019                                   2018



     GAAP net income from
      continuing
      operations                       $
        28.0                                                                               $
              15.4                       $
        34.8    $
       0.1


     Interest income and
      other income, net          (1.3)                                          (1.7)                                                                        (4.0)        (3.6)


     Interest expense              8.4                                             8.1                                                                          16.7          18.2


     Provision for income
      taxes                        9.9                                            10.9                                                                          18.2          16.6


     Depreciation                  9.9                                             9.8                                                                          19.7          19.7


     Amortization                 17.2                                            18.9                                                                          34.3          38.1



     EBITDA from
      continuing
      operations                  72.1                                            61.4                                                                         119.7          89.1



     Costs related to
      restructuring and
      related (benefits)
      charges                    (0.9)                                            0.3                                                                         (0.6)         15.1


     Costs related to
      stock-based
      compensation                11.3                                             9.6                                                                          21.6          17.7


     Change in fair value
      of contingent
      liability                  (6.0)                                                                                                                       (4.3)


     Other charges
      unrelated to core
      operating
      performance (1)              1.3                                             2.4                                                                           3.9           5.5



     Adjusted EBITDA from
      continuing
      operations                       $
        77.8                                                                               $
              73.7                      $
        140.3  $
       127.4



               Note: Certain totals may not add due to
                rounding


               (1) Other items include charges
                unrelated to core operating
                performance primarily consisted of
                acquisition and integration related
                charges, transformational initiatives
                such as site consolidations, and
                reorganization, loss on sale of
                investments and loss on disposal of
                long-lived assets.




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

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SOURCE VIAVI Financials