The following financial tables are presented in accordance with GAAP, unless otherwise specified.
-SELECTED PRELIMINARY FINANCIAL DATA -
3
VIAVI SOLUTIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)
PRELIMINARY
Three Months Ended
September 28, 2024
September 30, 2023
Net revenue
$
238.2
$
247.9
Cost of revenues
98.8
100.0
Amortization of acquired technologies
3.3
3.5
Gross profit
136.1
144.4
Operating expenses:
Research and development
49.4
49.9
Selling, general and administrative
74.1
77.2
Amortization of other intangibles
1.1
2.1
Restructuring and related benefits
—
(0.8)
Total operating expenses
124.6
128.4
Income from operations
11.5
16.0
Interest and other income, net
3.2
10.2
Interest expense
(7.5)
(7.8)
Income before income taxes
7.2
18.4
Provision for income taxes
9.0
8.6
Net (loss) income
$
(1.8)
$
9.8
Net (loss) income per share:
Basic
$
(0.01)
$
0.04
Diluted
$
(0.01)
$
0.04
Shares used in per share calculations:
Basic
222.0
222.0
Diluted
222.0
224.2
The preliminary financial statements are estimated based on our current information.
4
VIAVI SOLUTIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, unaudited)
PRELIMINARY
September 28, 2024
June 29, 2024
ASSETS
Current assets:
Cash and cash equivalents
$
467.9
$
471.3
Short-term investments
25.2
19.9
Restricted cash
4.8
5.0
Accounts receivable, net
203.1
213.1
Inventories, net
93.2
96.5
Prepayments and other current assets
69.8
70.7
Total current assets
864.0
876.5
Property, plant and equipment, net
230.5
228.2
Goodwill, net
461.2
452.9
Intangibles, net
34.0
38.2
Deferred income taxes
86.1
82.5
Other non-current assets
61.8
58.0
Total assets
$
1,737.6
$
1,736.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
47.4
$
50.4
Accrued payroll and related expenses
44.4
48.2
Deferred revenue
63.7
65.7
Accrued expenses
23.8
25.3
Other current liabilities
53.5
57.5
Total current liabilities
232.8
247.1
Long-term debt
637.6
636.0
Other non-current liabilities
165.1
171.6
Total liabilities
1,035.5
1,054.7
Total stockholders’ equity
702.1
681.6
Total liabilities and stockholders’ equity
$
1,737.6
$
1,736.3
The preliminary financial statements are estimated based on our current information.
5
VIAVI SOLUTIONS INC.
REPORTABLE SEGMENT INFORMATION
(in millions, unaudited)
PRELIMINARY
Three Months Ended September 28, 2024
Network and Service Enablement
Network Enablement
Service Enablement
Network and Service Enablement
Optical Security and Performance Products
Other Items (1)
Consolidated GAAP Measures
Net revenue
$
141.6
$
17.8
$
159.4
$
78.8
$
—
$
238.2
Gross profit
$
86.3
$
10.8
$
97.1
$
43.6
$
(4.6)
$
136.1
Gross margin
60.9
%
60.7
%
60.9
%
55.3
%
57.1
%
Operating (loss) income
$
(7.3)
$
31.2
$
(12.4)
$
11.5
Operating margin
(4.6)
%
39.6
%
4.8
%
Three Months Ended September 30, 2023
Network and Service Enablement
Network Enablement
Service Enablement
Network and Service Enablement
Optical Security and Performance Products
Other Items (1)
Consolidated GAAP Measures
Net revenue
$
150.0
$
20.4
$
170.4
$
77.5
$
—
$
247.9
Gross profit
$
94.6
$
13.7
$
108.3
$
40.7
$
(4.6)
$
144.4
Gross margin
63.1
%
67.2
%
63.6
%
52.5
%
58.2
%
Operating income
$
1.5
$
29.3
$
(14.8)
$
16.0
Operating margin
0.9
%
37.8
%
6.5
%
(1) See Reconciliation of GAAP Measures from Continuing Operations to Non-GAAP Measures below for details of Other Items.
The preliminary financial schedules are estimated based on our current information.
6
Use of Non-GAAP (Adjusted) Financial Measures
The Company provides non-GAAP gross margin, non-GAAP operating margin, non-GAAP net income, non-GAAP EPS, 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, stock-based compensation, legal settlements, restructuring, changes in fair value of contingent consideration liabilities and certain investing and acquisition related expenses and other activities that management believes are not reflective of such ordinary, ongoing and core operating activities.
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 GAAP financial measures because the Company believes excluding these items enables investors to evaluate more clearly and consistently the Company’s core operational performance. The non-GAAP adjustments 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) charges such as severance, benefits and outplacement costs related to 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) amortization expense related to acquired intangibles, (vi) changes in fair value of contingent consideration liabilities and (vii) other charges unrelated to our core operating performance comprised mainly of acquisition related transaction costs, integration costs related to acquired entities, litigation and legal settlements 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, non-GAAP EPS, EBITDA and adjusted EBITDA.
Non-cash interest expense and other expense: The Company excludes certain investing expenses, including accretion of debt discount, and other non-cash activities that management believes are not reflective of such ordinary, ongoing and core operating activities, when calculating non-GAAP net income and non-GAAP EPS.
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 and the tax effect for amortization of non-tax deductible intangible assets, when calculating non-GAAP net income and non-GAAP EPS.
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, 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 is net income. The GAAP measure most directly comparable to non-GAAP EPS is net income 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.
7
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
September 28, 2024
September 30, 2023
Gross Profit
Gross Margin
Gross Profit
Gross Margin
GAAP measures
$
136.1
57.1
%
$
144.4
58.2
%
Stock-based compensation
1.2
0.5
%
1.2
0.5
%
Other charges (benefits) unrelated to core operating performance
0.1
0.1
%
(0.1)
—
%
Amortization of intangibles
3.3
1.4
%
3.5
1.4
%
Total related to Cost of Revenue
4.6
2.0
%
4.6
1.9
%
Non-GAAP measures
$
140.7
59.1
%
$
149.0
60.1
%
Three Months Ended
September 28, 2024
September 30, 2023
Operating Income
Operating Margin
Operating Income
Operating Margin
GAAP measures
$
11.5
4.8
%
$
16.0
6.5
%
Stock-based compensation
12.7
5.3
%
11.2
4.5
%
Change in fair value of contingent liability
(3.5)
(1.5)
%
(1.4)
(0.6)
%
Acquisition and integration related charges
0.6
0.3
%
—
—
%
Other (benefits) charges unrelated to core operating performance (1)
(0.5)
(0.2)
%
0.2
0.1
%
Amortization of intangibles
4.4
1.8
%
5.6
2.2
%
Restructuring and related charges
—
—
%
(0.8)
(0.3)
%
Litigation settlement
(1.3)
(0.5)
%
—
—
%
Total related to Cost of Revenue and Operating Expenses
12.4
5.2
%
14.8
5.9
%
Non-GAAP measures
23.9
10.0
%
30.8
12.4
%
Three Months Ended
September 28, 2024
September 30, 2023
Net (Loss) Income
Diluted EPS
Net Income
Diluted EPS
GAAP measures
$
(1.8)
$
(0.01)
$
9.8
$
0.04
Items reconciling GAAP Net (Loss) Income and EPS to Non-GAAP Net Income and EPS:
Stock-based compensation
12.7
0.06
11.2
0.05
Change in fair value of contingent liability
(3.5)
(0.01)
(1.4)
—
Acquisition and integration related charges
0.6
—
—
—
Other (benefits) charges unrelated to core operating performance (1)
(0.5)
—
0.2
—
Amortization of intangibles
4.4
0.02
5.6
0.02
Restructuring and related benefits
—
—
(0.8)
—
Litigation settlement
(1.3)
(0.01)
(7.3)
(0.03)
Non-cash interest expense and other expense
1.1
0.01
1.2
0.01
Provision for income taxes
0.7
—
1.0
—
Total related to Net (Loss) Income and EPS
14.2
0.07
9.7
0.05
Non-GAAP measures
$
12.4
$
0.06
$
19.5
$
0.09
Shares used in per share calculation for Non-GAAP EPS
224.0
224.2
Note: Certain totals may not add due to rounding.
(1) Included in the three months ended September 28, 2024 is a gain of $0.9 million on the sale of assets previously classified as held for sale and other charges unrelated to core operating performance of $0.4 million.
The preliminary financial schedules are estimated based on our current information.
8
VIAVI SOLUTIONS INC.
RECONCILIATION OF GAAP MEASURES FROM CONTINUING OPERATIONS
TO ADJUSTED EBITDA
(in millions, unaudited)
PRELIMINARY
Three Months Ended
September 28, 2024
September 30, 2023
GAAP Net (Loss) Income
$
(1.8)
$
9.8
Interest and other income, net (1)
(3.2)
(10.2)
Interest expense
7.5
7.8
Provision for income taxes
9.0
8.6
Depreciation
9.7
9.8
Amortization
4.4
5.6
EBITDA
25.6
31.4
Restructuring and related benefits
—
(0.8)
Stock-based compensation
12.7
11.2
Change in fair value of contingent liability
(3.5)
(1.4)
Acquisition and integration related charges
0.6
—
Other (benefits) charges unrelated to core operating performance (2)
(1.9)
0.1
Adjusted EBITDA
$
33.5
$
40.5
Note: Certain totals may not add due to rounding.
(1) Includes favorable litigation settlement of $7.3 million recorded as a gain to Interest and other income, net in the Consolidated Statements of Operations for the three months ended September 30, 2023.
(2) Included in the three months ended September 28, 2024 is a gain on litigation settlement of $1.3 million, a gain on the sale of assets previously classified as held for sale of $0.9 million and other charges unrelated to core operating performance of $0.3 million.
The preliminary financial schedules are estimated based on our current information.