VIAVI Announces First Quarter Fiscal 2021 Results

SAN JOSE, Calif., Nov. 5, 2020 /PRNewswire/ -- VIAVI (NASDAQ: VIAV) today reported results for its first fiscal quarter ended October 3, 2020.

First quarter of fiscal 2021 net revenue was $284.7 million. GAAP net income was $14.3 million, or $0.06 per share. Non-GAAP net income was $48.3 million, or $0.21 per share.

Fourth quarter of fiscal 2020 net revenue was $266.6 million. GAAP net income was $26.7 million or $0.12 per share. Non-GAAP net income was $40.8 million, or $0.18 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.

"Our OSP business segment delivered an all-time record quarterly revenue driven by strong demand in 3D Sensing and Anti-Counterfeiting products. Together with a stabilizing demand environment in NSE and operating expense control, we achieved a non-GAAP EPS at $0.21 which exceeded both the guidance range and a year ago levels," said Oleg Khaykin, VIAVI's President and Chief Executive Officer. "We expect NSE revenue to continue recovering and strengthen sequentially driven by Field Instruments. OSP strength is expected to continue with modest pullback in 3D Sensing and Anti-Counterfeiting products, inline with fiscal Q2 seasonality."

Khaykin added, "The near-term macroeconomic uncertainty notwithstanding, we expect calendar 2021 to be a growth year driven by the secular demand for 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."

First Quarter Ended October 3, 2020


                                                
           
          GAAP Results


                          Q1               Q4                                  Q1               
          
     Change


                       FY 2021          FY 2020                             FY 2020                Q/Q          Y/Y



     Net revenue               $
     284.7                                             $
     266.6                        $
         299.8            6.8          (5.0)
                                                                                                                                           %             %


     Gross margin 59.5
          %                    58.0
         %                                     58.2
                                                                                                     %                   
            150 bps      
     130 bps


     Operating
      margin      11.0
          %                    16.2
         %                                6.9
        %                 
            (520) bps      
     410 bps


     Income from          31.3                            43.3                                      20.7                   (27.7)          51.2
      operations                                                                                                             %             %


     Net income           0.06                            0.12                                      0.03                   (50.0)         100.0
      per share                                                                                                              %             %


                          
      
          Non-GAAP Results


                     Q1        Q4                       Q1         Change


                  FY 2021   FY 2020                  FY 2020 Q/Q          Y/Y



     Non-GAAP        62.8            61.7                     61.3
      gross
      margin            %              %                       %              
     110 bps    
     150 bps


     Non-GAAP        21.3            19.6                     17.6
      operating
      margin            %              %                       %              
     170 bps    
     370 bps


     Non-GAAP
      income from                                                                     %            %
      operations     60.6            52.3                     52.7                    15.9          15.0


     Non-GAAP
      net                                                                             %            %
      earnings
      per share      0.21            0.18                     0.18                    16.7          16.7


                                                      
     
     Net Revenue by Segment


                           Q1            % of Net              Q4                   Q1                   Change


                        FY 2021          revenue            FY 2020              FY 2020      Q/Q               Y/Y



     Network                    $
     162.1                        56.9                       $
     180.9                 $
     198.9  (10.4)  (18.5)
      Enablement                                                  %                                                            %       %


     Service               21.4                    7.5                                27.5          20.9               (22.2)    2.4
      Enablement                                    %                                                                   %      %


     Optical Security
      and Performance                               %                                                                   %      %
      Products            101.2                   35.6                                58.2          80.0                 73.9    26.5



                  Total         $
     284.7                       100.0                       $
     266.6                 $
     299.8     6.8    (5.0)
                                                                                                                               %
                                                                  %                                                                    %

    --  Americas, Asia-Pacific and EMEA customers represented 33.5%, 38.0% and
        28.5%, respectively, of total net revenue for the quarter ended October
        3, 2020.
    --  As of October 3, 2020, the Company held $595.5 million in total cash,
        short-term restricted cash and investments.
    --  As of October 3, 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 $606.6 million classified as long-term debt.
    --  During the fiscal quarter ended October 3, 2020, the Company generated
        $63.9 million of cash from operations.

Business Outlook for the Second Quarter of Fiscal 2021

For the second quarter of fiscal 2021 ending January 2, 2021, the Company expects net revenue to be between $280 million to $300 million and non-GAAP earnings per share to be between $0.18 and $0.20.

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 November 5, 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 27, 2020 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


                                                                                  October 3, 2020                                            September 28, 2019

                                                                                                                                      ---


     Net revenue                                                                                   $
              284.7                                       $
       299.8



     Cost of revenues                                                                      107.1                                      117.0


      Amortization of acquired technologies                                                   8.2                                        8.4



     Gross profit                                                                          169.4                                      174.4




     Operating expenses:



     Research and development                                                               48.8                                       51.5


      Selling, general and administrative                                                    81.4                                       93.2



     Amortization of other intangibles                                                       8.5                                        8.7


      Restructuring and related (benefits) charges                                          (0.6)                                       0.3



     Total operating expenses                                                              138.1                                      153.7




     Income from operations                                                                 31.3                                       20.7


      Interest income and other income, net                                                   0.6                                        2.7



     Interest expense                                                                      (9.0)                                     (8.3)



     Income before taxes                                                                    22.9                                       15.1



     Provision for income taxes                                                              8.6                                        8.3



     Net income                                                                                     $
              14.3                                         $
       6.8






     Net income per share:



     Basic                                                                                          $
              0.06                                        $
       0.03



     Diluted                                                                                        $
              0.06                                        $
       0.03





     Shares used in per share calculations:



     Basic                                                                                 228.8                                      229.4



     Diluted                                                                               231.8                                      236.4




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


                                                
              
                VIAVI SOLUTIONS INC.


                                        
              
                CONDENSED CONSOLIDATED BALANCE SHEETS


                                              
              
                (in millions, unaudited)


                                                     
              
                PRELIMINARY




                                                                    October 3, 2020                                           June 27, 2020

                                                                                                                       ---


     
                ASSETS



     Current assets:


      Cash and cash equivalents                                                         $
              590.8                               $
        539.0


      Short-term investments                                                    1.5                                       1.5



     Restricted cash                                                           3.2                                       3.5


      Accounts receivable, net                                                220.1                                     235.5



     Inventories, net                                                         87.3                                      83.3


      Prepayments and other current
       assets                                                                  58.7                                      50.8


      Total current assets                                                    961.6                                     913.6



      Property, plant and equipment,
       net                                                                    175.4                                     172.5



     Goodwill, net                                                           387.9                                     381.4



     Intangibles, net                                                        134.4                                     148.1


      Deferred income taxes                                                   110.2                                     105.4


      Other non-current assets                                                 54.9                                      55.3



     Total assets                                                                    $
              1,824.4                             $
        1,776.3



                   LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:



     Accounts payable                                                                   $
              45.2                                $
        53.0


      Accrued payroll and related
       expenses                                                                51.2                                      51.4



     Deferred revenue                                                         60.1                                      54.6



     Accrued expenses                                                         21.4                                      22.6


      Current portion of long-term
       debt                                                                       -                                      2.8


      Other current liabilities                                                49.6                                      48.4


      Total current liabilities                                               227.5                                     232.8




     Long-term debt                                                          606.6                                     600.9


      Other non-current liabilities                                           236.5                                     231.2


      Total stockholders' equity                                              753.8                                     711.4



      Total liabilities and
       stockholders' equity                                                           $
              1,824.4                             $
        1,776.3





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


                                                                                                                                                           
              
                VIAVI SOLUTIONS INC.


                                                                                                                                                      
              
                REPORTABLE SEGMENT INFORMATION


                                                                                                                                                         
              
                (in millions, unaudited)


                                                                                                                                                               
              
                PRELIMINARY




                                                                                                          
             
            Three Months Ended October 3, 2020


                                             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                         $
             162.1                                                              $
             21.4                                                                                      $
     183.5                                    $
        101.2             
     $ $
     284.7




      Gross
       profit                       103.5                                                  14.3                                                                               117.8                                               61.0                             (9.4)                   169.4


      Gross                          63.8                                                  66.8                                                                                64.2                                               60.3                                                59.5
       margin                           %                                                    %                                                                                  %                                                 %                                                  %





     Operating income                                                                                           13.3                                                                 47.3                                                               (29.3)              31.3



     Operating margin                                                                                            7.2                                                                 46.7                                                                      11.0
                                                                                                                      %                                                                   %                                                                        %




                                                                                                        
             
            Three Months Ended September 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                         $
             198.9                                                              $
             20.9                                                                                      $
     219.8                                     $
        80.0             
     $ $
     299.8




      Gross
       profit                       128.0                                                  12.6                                                                               140.6                                               43.3                             (9.5)                   174.4


      Gross                          64.4                                                  60.3                                                                                64.0                                               54.1                                                58.2
       margin                           %                                                    %                                                                                  %                                                 %                                                  %





     Operating income                                                                                           22.3                                                                 30.4                                                               (32.0)              20.7



     Operating margin                                                                                           10.1                                                                 38.0                                                                       6.9
                                                                                                                      %                                                                   %                                                                        %




               (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


                                                                                October 3, 2020                                                                            September 28, 2019


                                                               Gross Profit                            Gross Margin                                    Gross Profit                                  Gross Margin

                                                                                                                                                                                                              ---


     GAAP measures                                                         $
       169.4                                                                          59.5                                                      $
      174.4                58.2
                                                                                                                                                                  %                                                                                %


      Stock-based compensation                                          1.2                                               0.4                                                                                   1.0                       0.3
                                                                                                                           %                                                                                                             %


      Other charges unrelated
       to core operating
       performance                                                        -                                                               %                                                                   0.1                                %


      Amortization of                                                   8.2                                               2.9                                                                                   8.4                       2.8
       intangibles                                                                                                         %                                                                                                             %

                                                                                                                                                                                                                                              ---

      Total related to Cost of                                          9.4                                               3.3                                                                                   9.5                       3.1
       Revenue                                                                                                             %                                                                                                             %



      Non-GAAP measures                                                     $
       178.8                                                                          62.8                                                      $
      183.9                61.3
                                                                                                                                                                  %                                                                                %

                                                                                                                                                                                                                                                        ===



                                                                                                   
             
               Three Months Ended


                                                                                October 3, 2020                                                                            September 28, 2019


                                                                 Operating                               Operating                                       Operating                                     Operating
                                                      Income                                    Margin                                        Income                                          Margin

                                                                                                                                                                                                              ---


     GAAP measures                                                          $
       31.3                                                                          11.0                                                       $
      20.7                 6.9
                                                                                                                                                                  %                                                                                %


      Stock-based compensation                                         12.5                                               4.4                                                                                  10.3                       3.4
                                                                                                                           %                                                                                                             %


      Change in fair value of                                             -                                                               %                                                                   1.7                       0.6
       contingent liability                                                                                                                                                                                                              %


      Other charges unrelated
       to core operating                                                                                                   %                                                                                                             %
       performance (1)                                                  0.7                                               0.2                                                                                   2.6                       0.9


      Amortization of                                                  16.7                                               5.9                                                                                  17.1                       5.7
       intangibles                                                                                                         %                                                                                                             %


      Restructuring and related                                       (0.6)                                            (0.2)                                                                                  0.3                       0.1
       (benefits) charges                                                                                                  %                                                                                                             %



      Total related to Cost of
       Revenue and Operating                                                                                               %                                                                                                             %
       Expenses                                                        29.3                                              10.3                                                                                  32.0                      10.7

                                                                                                                                                                                                                                              ---

      Non-GAAP measures                                                      $
       60.6                                                                          21.3                                                       $
      52.7                17.6
                                                                                                                                                                  %                                                                                %

                                                                                                                                                                                                                                                        ===



                                                                                                   
             
               Three Months Ended


                                                                                October 3, 2020                                                                            September 28, 2019


                                                                Net Income                             Diluted EPS                                      Net Income                                   Diluted EPS

                                                                                                                                                                                                              ---


     GAAP measures                                                          $
       14.3                                                                                 $
              0.06                                              $
      6.8                $
     0.03


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


      Stock-based compensation                                         12.5                                              0.05                                                                                  10.3                      0.04


      Other charges unrelated
       to core operating
       performance (1)                                                  0.7                                                                                                                                    4.3                      0.02


      Amortization of
       intangibles                                                     16.7                                              0.07                                                                                  17.1                      0.07


      Restructuring and related
       (benefits) charges                                             (0.6)                                                                                                                                   0.3


      Non-cash interest
       expense and other
       expense                                                          5.4                                              0.02                                                                                   5.1                      0.02


      Benefit from income taxes                                       (0.7)                                                                                                                                 (1.0)


      Total related to net
       income and EPS                                                  34.0                                              0.15                                                                                  36.1                      0.15



      Non-GAAP measures                                                      $
       48.3                                                                                 $
              0.21                                             $
      42.9                $
     0.18



      Shares used in per share calculation for
       Non-GAAP EPS                                                                                         231.8                                                                                                   236.4




               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


                                            October 3, 2020                                          September 28, 2019



      GAAP net income                                         $
              14.3                                         $
      6.8


      Interest income and
       other income, net                              (0.6)                                   (2.7)


      Interest expense                                  9.0                                      8.3


      Provision for income
       taxes                                            8.6                                      8.3


      Depreciation                                      8.8                                      9.8


      Amortization                                     16.7                                     17.1




     EBITDA                                           56.8                                     47.6



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


      Costs related to
       stock-based
       compensation                                    12.5                                     10.3


      Change in fair value
       of contingent
       liability                                          -                                     1.7


      Other charges
       unrelated to core
       operating
       performance (1)                                  0.7                                      2.6



      Adjusted EBITDA                                         $
              69.4                                        $
      62.5




               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