VIAVI Announces Third Quarter Fiscal 2020 Results

SAN JOSE, Calif., May 6, 2020 /PRNewswire/ -- VIAVI (NASDAQ: VIAV) today reported results for its third fiscal quarter ended March 28, 2020. Amounts presented below are on a continuing operations basis unless otherwise noted.

Third quarter of fiscal 2020 net revenue was $256.2 million. GAAP net loss was $(32.8) million, or $(0.14) per share. Non-GAAP net income was $32.0 million, or $0.14 per share.

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.

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.

"Fiscal Q3 2020 revenue came in below our guidance range. The emerging COVID-19 pandemic was the principal driver behind the revenue shortfall. Despite that, through disciplined OPEX management, we managed to deliver the midpoint of our non-GAAP EPS guidance range, at 14 cents per share," said Oleg Khaykin, VIAVI's President and Chief Executive Officer. "The NSE business segment was most impacted by the COVID-19 headwinds, as our customers increasingly went into WFH and lockdown mode of operations and many purchase decisions were either pushed out or put on hold. The OSP business segment, on another hand, saw some late quarter customer order upsides and expedites, coming in above the revenue and non-GAAP operating margin guidance range."

Khaykin added, "VIAVI has a strong balance sheet with more than $530M in cash and a $300M line of credit. Strong liquidity position combined with many counter-cyclical businesses in our portfolio sets us up well to manage the near-term macroeconomic uncertainty. We remain positive on our long-term growth drivers in 5G Wireless, Fiber and 3D Sensing."

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."

Third Quarter Ended March 28, 2020


                                              
       
       GAAP Results


                          Q3               Q2                         Q3            
      
             Change


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



     Net revenue               $
     256.2                                    $
     313.7                         $
            265.2              (18.3) (3.4)
                                                                                                                                           %     %


     Gross margin 57.3
          %                  60.4
                                                   %                                  57.9
         %             (310) bps      (60) bps


     Operating     3.6
          %                  14.3
      margin                                       %                                   3.0
         %             (1,070) bps    60 bps


     Income from           9.1                   45.0                                           7.9                   (79.8)               15.2
      operations                                                                                                        %                  %


     Net (loss)
      income per                                                                                                        %                  %
      share from
      continuing
      operations        (0.14)                  0.12                                        (0.02)                 (216.7)            (600.0)

                          
        
          Non-GAAP Results


                     Q3        Q2                         Q3         Change


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



     Non-GAAP
      gross             %             %                          %
      margin         61.2           63.5                        61.3            (230) bps    (10) bps


     Non-GAAP
      operating         %             %                          %
      margin         14.8           21.6                        14.7            (680) bps    10 bps


     Non-GAAP
      income from
      operations     38.0           67.9                        39.0                (44.0 )%          (2.6 )%


     Non-GAAP
      net                                                                                             %
      earnings
      per share
      from
      continuing
      operations     0.14           0.23                        0.13                (39.1 )%           7.7

                                                      
     
     Net Revenue by Segment


                           Q3            % of Net              Q2                   Q3                   Change


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



     Network                    $
     163.9                        64.0                       $
     203.0                 $
     180.5  (19.3) (9.2)
      Enablement                                                  %                                                            %
                                                                                                                                     %


     Service               23.1                    9.0                                31.2          24.9               (26.0)  (7.2)
      Enablement                                    %                                                                   %
                                                                                                                               %


     Optical Security      69.2                   27.0                                79.5          59.8               (13.0)   15.7
      and Performance                               %                                                                   %
      Products                                                                                                                 %



                  Total         $
     256.2                       100.0                       $
     313.7                 $
     265.2  (18.3) (3.4)
                                                                                                                               %
                                                                  %                                                                  %
    --  Americas, Asia-Pacific and EMEA customers represented 34.7%, 29.0% and
        36.3%, respectively, of total net revenue for the quarter ended March
        28, 2020.
    --  As of March 28, 2020, the Company held $537.3 million in total cash,
        short-term restricted cash and investments.
    --  As of March 28, 2020, 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 $595.3 million classified as long-term debt.
    --  During the fiscal quarter ended March 28, 2020, the Company generated
        $39.1 million of cash from operations.
    --  The Company recorded a GAAP tax charge of $31.6 million for withholding
        taxes related to the planned repatriation of cash from a foreign
        subsidiary to further strengthen US cash and liquidity position.

Business Outlook for the Fourth Quarter of Fiscal 2020

Due to macroeconomic and business uncertainty as a result of the COVID-19 global pandemic, we are not providing fiscal fourth quarter 2020 guidance. Fiscal fourth quarter revenue is expected to be sequentially flat to slightly better than fiscal third quarter 2020 driven by seasonal strength in NSE.

Conference Call

The Company will discuss these results and other related matters at 1:30 p.m. Pacific Time on May 6, 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, epidemics, and pandemics including the effects of the COVID-19 global pandemic on our financial results, revenues, customer demand, business operations and manufacturing and on the business operations of our customers, contract manufacturers and suppliers; and (m) inherent uncertainty related to global markets, including recessions and tightening liquidity 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                                                                         Nine Months Ended


                                        March 28, 2020                        March 30, 2019                                    March 28, 2020                          March 30, 2019

                                                                                                                                                                                   ---

      Net revenue                                       $
        256.2                                                                                $
            265.2                        $
        869.7     $
        840.6


      Cost of revenues                           101.4                                           103.8                                                                             334.2         332.9


      Amortization of
       acquired
       technologies                                8.0                                             7.9                                                                              24.8          25.8


      Gross profit                               146.8                                           153.5                                                                             510.7         481.9




     Operating expenses:


      Research and
       development                                46.8                                            48.7                                                                             148.6         137.2


      Selling, general and
       administrative                             83.6                                            86.8                                                                             263.1         259.7


      Amortization of other
       intangibles                                 8.9                                             9.2                                                                              26.4          29.4


      Restructuring and
       related (benefits)
       charges                                   (1.6)                                            0.9                                                                             (2.2)         16.0



      Total operating
       expenses                                  137.7                                           145.6                                                                             435.9         442.3



      Income from
       operations                                  9.1                                             7.9                                                                              74.8          39.6


      Interest income and
       other income, net                           5.3                                             0.9                                                                               9.3           4.1


      Interest expense                           (8.4)                                          (8.0)                                                                           (25.1)       (26.2)



      Income before taxes                          6.0                                             0.8                                                                              59.0          17.5


      Provision for income
       taxes                                      38.8                                             5.6                                                                              57.0          22.2



      (Loss) income from
       continuing
       operations                               (32.8)                                          (4.8)                                                                              2.0         (4.7)


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



      Net (loss) income                                $
        (32.8)                                                                               $
            (4.8)                         $
        2.0     $
        (7.1)





      (Loss) income per share -basic:


      Continuing operations                            $
        (0.14)                                                                              $
            (0.02)                        $
        0.01    $
        (0.02)


      Discontinued
       operations                                    -                                                                                                                                       (0.01)



      Net (loss) income per
       share -basic:                                   $
        (0.14)                                                                              $
            (0.02)                        $
        0.01    $
        (0.03)





      (Loss) income per share -diluted:


      Continuing operations                            $
        (0.14)                                                                              $
            (0.02)                        $
        0.01    $
        (0.02)


      Discontinued
       operations                                    -                                                                                                                                       (0.01)



      Net (loss) income per
       share -diluted                                  $
        (0.14)                                                                              $
            (0.02)                        $
        0.01    $
        (0.03)





      Shares used in per share
       calculations:



     Basic                                      230.0                                           228.3                                                                             229.8         227.9



     Diluted                                    230.0                                           228.3                                                                             236.3         227.9



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


                                                
             
             VIAVI SOLUTIONS INC.


                                        
              
            CONDENSED CONSOLIDATED BALANCE SHEETS


                                              
             
             (in millions, unaudited)


                                                     
          
                PRELIMINARY




                                                                 March 28, 2020                              June 29, 2019

                                                                                                      ---


     
                ASSETS



     Current assets:


      Cash and cash equivalents                                                     $
              532.5                 $
         521.5


      Short-term investments                                                1.3                          1.5



     Restricted cash                                                       3.5                          3.5


      Accounts receivable, net                                            235.4                        237.7



     Inventories, net                                                     87.0                        102.7


      Prepayments and other current
       assets                                                              54.3                         49.9



     Total current assets                                                914.0                        916.8



      Property, plant and equipment,
       net                                                                171.1                        179.9



     Goodwill, net                                                       376.2                        381.1



     Intangibles, net                                                    157.7                        211.6


      Deferred income taxes                                               104.5                        108.4


      Other non-current assets                                             54.7                         17.3



     Total assets                                                                $
              1,778.2               $
         1,815.1



                   LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:



     Accounts payable                                                               $
              45.2                  $
         63.4


      Accrued payroll and related
       expenses                                                            46.5                         58.7



     Deferred revenue                                                     55.2                         55.3



     Accrued expenses                                                     29.4                         34.2


      Other current liabilities                                            62.8                         72.4


      Total current liabilities                                           239.1                        284.0




     Long-term debt                                                      595.3                        578.8


      Other non-current liabilities                                       266.9                        226.5


      Total stockholders' equity                                          676.9                        725.8



      Total liabilities and
       stockholders' equity                                                       $
              1,778.2               $
         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 March 28, 2020


                                               Network and Service Enablement


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

                                                                                                                                                                                                                                                                    ---

      Net revenue                            $
              163.9                                                               $
            23.1                                                                                        $
     187.0                                      $
        69.2             
     $ $
     256.2




      Gross
       profit                          104.3                                                   16.0                                                                               120.3                                                 36.4                              (9.9)                   146.8


      Gross                             63.6                                                   69.3                                                                                64.3                                                 52.6                                                 57.3
       margin                              %                                                     %                                                                                  %                                                   %                                                   %





     Operating income                                                                                                13.8                                                                  24.2                                                                 (28.9)              9.1





     Operating margin                                                                                                 7.4                                                                  35.0                                                                        3.6
                                                                                                                           %                                                                    %                                                                         %


                                                                                                             
              
           Three Months Ended March 30, 2019


                                               Network and Service Enablement


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

                                                                                                               Enablement

                                                                                                                                                                                                                                                                    ---

      Net revenue                            $
              180.5                                                               $
            24.9                                                                                        $
     205.4                                      $
        59.8             
     $ $
     265.2




      Gross
       profit                          115.8                                                   15.9                                                                               131.7                                                 30.8                              (9.0)                   153.5


      Gross                             64.2                                                   63.9                                                                                64.1                                                 51.5                                                 57.9
       margin                              %                                                     %                                                                                  %                                                   %                                                   %





     Operating income                                                                                                20.7                                                                  18.3                                                                 (31.1)              7.9



     Operating margin                                                                                                10.1                                                                  30.6                                                                        3.0
                                                                                                                           %                                                                    %                                                                         %




                                                                                                              
              
           Nine Months Ended March 28, 2020


                                               Network and Service Enablement


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

                                                                                                                                                                                                                                                                    ---

      Net revenue                            $
              565.8                                                               $
            75.2                                                                                        $
     641.0                                     $
        228.7             
     $ $
     869.7




      Gross
       profit                          367.1                                                   49.4                                                                               416.5                                                123.3                             (29.1)                   510.7


      Gross                             64.9                                                   65.7                                                                                65.0                                                 53.9                                                 58.7
       margin                              %                                                     %                                                                                  %                                                   %                                                   %





     Operating income                                                                                                73.6                                                                  85.0                                                                 (83.8)             74.8



     Operating margin                                                                                                11.5                                                                  37.2                                                                        8.6
                                                                                                                           %                                                                    %                                                                         %




                                                                                                              
              
           Nine Months Ended March 30, 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                            $
              540.5                                                               $
            79.3                                                                                        $
     619.8                                     $
        220.8             
     $ $
     840.6




      Gross
       profit                          344.4                                                   54.5                                                                               398.9                                                112.0                             (29.0)                   481.9


      Gross                             63.7                                                   68.7                                                                                64.4                                                 50.7                                                 57.3
       margin                              %                                                     %                                                                                  %                                                   %                                                   %





     Operating income                                                                                                69.9                                                                  76.8                                                                (107.1)             39.6



     Operating margin                                                                                                11.3                                                                  34.8                                                                        4.7
                                                                                                                           %                                                                    %                                                                         %





     (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, one-time tax charge to facilitate repatriation of foreign earnings from prior periods, 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                                                                                                           
          
                Nine Months Ended


                                                                                 March 28, 2020                                                                                   March 30, 2019                                         March 28, 2020                                                                                March 30, 2019


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

                                                                                                                                                                                                                                                                                                                                                                               ---

      GAAP measures from                                                   $
        146.8                                                                                  57.3                                                                         $
          153.5                                                            57.9                                                           $
              510.7                                     58.7
       continuing operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       %
                                                                                                                                                                          %                                                                                                                                                     %                                                                                                                  %                                 $
        481.9                 57.3


      Stock-based compensation                                        1.2                                                     0.5                                                                                         1.1                                     0.4                                                             3.2                                                 0.4
                                                                                                                                                                                                                                                                                                                                                                                                                                                                   %
                                                                                                                               %                                                                                                                                 %                                                                                                                 %                                                    2.8                       0.3


      Other charges unrelated                                         0.7                                                     0.3                                                                                                                                                           %                                                                    1.1                                      0.1
       to core operating                                                                                                                                                                                                                                                                                                                                                                                                                                                         %
       performance                                                                                                             %                                                                                                                                                                                                                                                                           %                                     0.4                            0.1


      Amortization of                                                 8.0                                                     3.1                                                                                         7.9                                     3.0                                                            24.8                                                 2.9
       intangibles                                                                                                                                                                                                                                                                                                                                                                                                                                                 %
                                                                                                                               %                                                                                                                                 %                                                                                                                 %                                                   25.8                       3.1

                                                                                                                                                                                                                                                                                                                                                                                                                                                                               ---

      Total related to Cost of                                        9.9                                                     3.9                                                                                         9.0                                     3.4                                                            29.1                                                 3.4
       Revenue                                                                                                                                                                                                                                                                                                                                                                                                                                                     %
                                                                                                                               %                                                                                                                                 %                                                                                                                 %                                                   29.0                       3.5



      Non-GAAP measures from                                               $
        156.7                                                                                  61.2                                                                         $
          162.5                                                            61.3                                                           $
              539.8                                     62.1
       continuing operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       %
                                                                                                                                                                          %                                                                                                                                                     %                                                                                                                  %                                 $
        510.9                 60.8

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      ===



                                                                                                     
              
              Three Months Ended                                                                                                           
          
                Nine Months Ended


                                                                                 March 28, 2020                                                                                   March 30, 2019                                         March 28, 2020                                                                                March 30, 2019


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

                                                                                                                                                                                                                                                                                                                                                                               ---

      GAAP measures from                                                     $
        9.1                                                                                   3.6                                                                           $
          7.9                                                             3.0                                                            $
              74.8                                      8.6
       continuing operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       %
                                                                                                                                                                          %                                                                                                                                                     %                                                                                                                  %                                  $
        39.6                  4.7


      Stock-based compensation                                       11.7                                                     4.6                                                                                        10.8                                     4.1                                                            33.3                                                 3.8
                                                                                                                                                                                                                                                                                                                                                                                                                                                                   %
                                                                                                                               %                                                                                                                                 %                                                                                                                 %                                                   28.5                       3.4


      Change in fair value of                                           -                                                          
              %                                                                                                                                           %                                                                  (4.3)                                   (0.5)
       contingent liability
                                                                                                                                                                                                                                                                                                                                                                                                           %                                                                              %


      Other charges unrelated                                         1.9                                                     0.7                                                                                         2.3                                     0.9                                                             5.8                                                 0.7
       to core operating                                                                                                                                                                                                                                                                                                                                                                                                                                           %
       performance (1)                                                                                                         %                                                                                                                                 %                                                                                                                 %                                                    7.4                       0.9


      Amortization of                                                16.9                                                     6.5                                                                                        17.1                                     6.4                                                            51.2                                                 5.9
       intangibles                                                                                                                                                                                                                                                                                                                                                                                                                                                 %
                                                                                                                               %                                                                                                                                 %                                                                                                                 %                                                   55.2                       6.6


      Restructuring and related                                     (1.6)                                                  (0.6)                                                                                        0.9                                     0.3                                                           (2.2)                                              (0.3)
       (benefits) charges                                                                                                                                                                                                                                                                                                                                                                                                                                          %
                                                                                                                               %                                                                                                                                 %                                                                                                                 %                                                   16.0                       1.9



      Total related to Cost of                                       28.9                                                    11.2                                                                                        31.1                                    11.7                                                            83.8                                                 9.6
       Revenue and Operating                                                                                                                                                                                                                                                                                                                                                                                                                                       %
       Expenses                                                                                                                %                                                                                                                                 %                                                                                                                 %                                                  107.1                      12.8

                                                                                                                                                                                                                                                                                                                                                                                                                                                                               ---

      Non-GAAP measures from                                                $
        38.0                                                                                  14.8                                                                          $
          39.0                                                            14.7                                                           $
              158.6                                     18.2
       continuing operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       %
                                                                                                                                                                          %                                                                                                                                                     %                                                                                                                  %                                 $
        146.7                 17.5

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      ===



                                                                                                           
              
              Three Months Ended                                                                                                                           
              
                Nine Months Ended


                                                                                      March 28, 2020                                                                                
              
        March 30, 2019                                     
          
                March 28, 2020                                                    March 30, 2019


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

                                                                                                                                                                                                                                                                                                                                                                                                                            ---

      GAAP measures from
       continuing operations                                              $
        (32.8)                                                                                       $
              (0.14)                                                      $
          (4.8)                                                                                $
              (0.02)                                           $
       2.0                                    $
        0.01                            $
        (4.7)              $
        (0.02)


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


      Stock-based compensation                                       11.7                                                    0.05                                                                                        10.8                                    0.05                                                            33.3                                                0.14                                                           28.5                           0.12


      Change in fair value of
       contingent liability                                             -                                                                                                                                                                                                                                                   (4.3)                                             (0.02)


      Other charges unrelated
       to core operating
       performance (1)                                                1.9                                                    0.01                                                                                         2.3                                    0.01                                                             5.8                                                0.02                                                              7.8                           0.03


      Amortization of
       intangibles                                                   16.9                                                    0.07                                                                                        17.1                                    0.07                                                            51.2                                                0.22                                                             55.2                           0.24


      Restructuring and related
       (benefits) charges                                           (1.6)                                                 (0.01)                                                                                        0.9                                                                                                  (2.2)                                             (0.01)                                                            16.0                           0.07


      Non-cash interest
       expense and other
       expense                                                        5.2                                                    0.02                                                                                         4.8                                    0.02                                                            15.5                                                0.07                                                             16.3                           0.07


      Withholding income taxes                                       31.6                                                    0.13                                                                                                                                                                                              31.6                                                0.13


      Benefit from income taxes                                     (0.9)                                                                                                                                             (1.1)                                                                                                 (2.4)                                             (0.01)                                                         (3.0)                        (0.01)



      Total related to net
       income and EPS                                                64.8                                                    0.28                                                                                        34.8                                    0.15                                                           128.5                                                0.54                                                            120.8                           0.52



      Non-GAAP measures from
       continuing operations                                                $
        32.0                                                                                          $
              0.14                                                        $
          30.0                                                                                   $
              0.13                                          $
       130.5                                   $
         0.55                           $
         116.1             $
            0.50



      Shares used in per share calculation for
       Non-GAAP EPS                                                                                             234.1                                                                                                                       231.3                                                                                                              236.3                                                                   230.7




    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                                                                           Nine Months Ended


                            March 28, 2020                           March 30, 2019                                   March 28, 2020                           March 30, 2019



     GAAP net (loss) income
      from continuing
      operations                           $
         (32.8)                                                                               $
              (4.8)                        $
       2.0    $
       (4.7)


     Interest income and
      other income, net              (5.3)                                            (0.9)                                                                             (9.3)      (4.1)


     Interest expense                  8.4                                               8.0                                                                               25.1        26.2


     Withholding income
      taxes                           31.6                                                                                                                                31.6


     Provision for income
      taxes                            7.2                                               5.6                                                                               25.4        22.2


     Depreciation                     10.3                                              10.0                                                                               30.0        29.7


     Amortization                     16.9                                              17.1                                                                               51.2        55.2



     EBITDA from continuing
      operations                      36.3                                              35.0                                                                              156.0       124.5



     Costs related to
      restructuring and
      related (benefits)
      charges                        (1.6)                                              0.9                                                                              (2.2)       16.0


     Costs related to
      stock-based
      compensation                    11.7                                              10.8                                                                               33.3        28.5


     Change in fair value
      of contingent
      liability                          -                                                                                                                              (4.3)


     Other charges
      unrelated to core
      operating performance
      (1)                             1.9                                               2.3                                                                                5.8         7.4



     Adjusted EBITDA from
      continuing operations                  $
         48.3                                                                                 $
              49.0                       $
       188.6    $
       176.4



                 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