VIAVI SOLUTIONS INC

For the period ended Dec 30, 2023. Filed Feb 2, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 30, 2023 · Filed Feb 2, 2024

VIAV$28.47+8.3%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from	to

Commission File Number 000-22874

Viavi Solutions Inc.

(Exact name of Registrant as specified in its charter)

Delaware	94-2579683
(State or other jurisdiction ofincorporation or organization)	(I.R.S. EmployerIdentification Number)

1445 South Spectrum Blvd, Suite 102, Chandler, Arizona 85286

(Address of principal executive offices including Zip code)

(408)404-3600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of the exchange on which registered
Common Stock, par value of $0.001 per share	VIAV	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer (Do not check if a smaller reporting company)	☐	Smaller reporting company	☐	Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

As of January 27, 2024, the Registrant had 222,565,774 shares of common stock outstanding.

TABLE OF CONTENTS	Page
PART I - FINANCIAL INFORMATION	2
	Item 1.	Financial Statements (Unaudited)	2
		Consolidated Statements of Operations for the Three and Six Months Ended December 30, 2023 and December 31, 2022	2
		Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 30, 2023 and December 31, 2022	3
		Consolidated Balance Sheets as of December 30, 2023 and July 1, 2023	4
		Consolidated Statements of Cash Flows for the Six Months Ended December 30, 2023 and December 31, 2022	5
		Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended December 30, 2023 and December 31, 2022	6
		Notes to Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
	Item 3.	Quantitative and Qualitative Disclosure About Market Risks	49
	Item 4.	Controls and Procedures	49
PART II - OTHER INFORMATION	50
	Item 1.	Legal Proceedings	50
	Item 1A.	Risk Factors	51
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66
	Item 3.	Defaults Upon Senior Securities	66
	Item 4.	Mine Safety Disclosures	66
	Item 5.	Other Information	66
	Item 6.	Exhibits	67
SIGNATURES	68

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

	Three Months Ended		Six Months Ended
	December 30, 2023	December 31, 2022	December 30, 2023	December 31, 2022
Revenues:
Product revenue	$210.9	$241.5	$416.5	$509.2
Service revenue	43.6	43.0	85.9	85.5
Total net revenue	254.5	284.5	502.4	594.7
Cost of revenues:
Product cost of revenue	83.2	92.5	161.4	191.4
Service cost of revenue	19.9	19.3	41.7	38.7
Amortization of acquired technologies	3.4	5.7	6.9	12.8
Total cost of revenues	106.5	117.5	210.0	242.9
Gross profit	148.0	167.0	292.4	351.8
Operating expenses:
Research and development	49.5	51.9	99.4	104.5
Selling, general and administrative	74.8	90.0	152.0	170.2
Amortization of other intangibles	1.4	2.2	3.5	4.4
Restructuring and related benefits	(0.1)	—	(0.9)	—
Total operating expenses	125.6	144.1	254.0	279.1
Income from operations	22.4	22.9	38.4	72.7
Interest and other income, net	3.8	2.2	14.0	3.3
Interest expense	(7.9)	(6.2)	(15.7)	(12.3)
Income before income taxes	18.3	18.9	36.7	63.7
Provision for income taxes	7.6	10.5	16.2	22.7
Net income	$10.7	$8.4	$20.5	$41.0
Net income per share:
Basic	$0.05	$0.04	$0.09	$0.18
Diluted	$0.05	$0.04	$0.09	$0.18
Shares used in per share calculations:
Basic	222.5	225.9	222.2	226.1
Diluted	223.5	227.1	223.9	228.8

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.