VIAVI SOLUTIONS INC
For the period ended Mar 30, 2024. Filed May 3, 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.
Mar 30, 2024 · Filed May 3, 2024
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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 March 30, 2024
OR
☐ 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 April 27, 2024, the Registrant had 223,238,054 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 Nine Months Ended March 30, 2024 and April 1, 2023 | 2 | ||
| Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended March 30, 2024 and April 1, 2023 | 3 | ||
| Consolidated Balance Sheets as of March 30, 2024 and July 1, 2023 | 4 | ||
| Consolidated Statements of Cash Flows for the Nine Months Ended March 30, 2024 and April 1, 2023 | 5 | ||
| Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended March 30, 2024 and April 1, 2023 | 6 | ||
| Notes to Consolidated Financial Statements | 8 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 | |
| Item 3. | Quantitative and Qualitative Disclosure About Market Risks | 50 | |
| Item 4. | Controls and Procedures | 50 | |
| PART II - OTHER INFORMATION | 51 | ||
| Item 1. | Legal Proceedings | 51 | |
| Item 1A. | Risk Factors | 52 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 67 | |
| Item 3. | Defaults Upon Senior Securities | 67 | |
| Item 4. | Mine Safety Disclosures | 67 | |
| Item 5. | Other Information | 67 | |
| Item 6. | Exhibits | 68 | |
| SIGNATURES | 69 | ||
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| March 30, 2024 | April 1, 2023 | March 30, 2024 | April 1, 2023 | |
| Revenues: | ||||
| Product revenue | $207.3 | $205.2 | $623.8 | $714.4 |
| Service revenue | 38.7 | 42.6 | 124.6 | 128.1 |
| Total net revenue | 246.0 | 247.8 | 748.4 | 842.5 |
| Cost of revenues: | ||||
| Product cost of revenue | 87.7 | 81.5 | 249.1 | 272.9 |
| Service cost of revenue | 16.9 | 19.4 | 58.6 | 58.1 |
| Amortization of acquired technologies | 3.5 | 5.9 | 10.4 | 18.7 |
| Total cost of revenues | 108.1 | 106.8 | 318.1 | 349.7 |
| Gross profit | 137.9 | 141.0 | 430.3 | 492.8 |
| Operating expenses: | ||||
| Research and development | 50.0 | 50.8 | 149.4 | 155.3 |
| Selling, general and administrative | 98.2 | 80.0 | 250.2 | 250.2 |
| Amortization of other intangibles | 1.5 | 2.1 | 5.0 | 6.5 |
| Restructuring and related charges (benefits) | 0.1 | 10.2 | (0.8) | 10.2 |
| Total operating expenses | 149.8 | 143.1 | 403.8 | 422.2 |
| (Loss) income from operations | (11.9) | (2.1) | 26.5 | 70.6 |
| Loss on convertible note modification (Note 11) | — | (2.2) | — | (2.2) |
| Interest and other income, net | 4.0 | 1.6 | 18.0 | 4.9 |
| Interest expense | (7.7) | (6.7) | (23.4) | (19.0) |
| (Loss) income before income taxes | (15.6) | (9.4) | 21.1 | 54.3 |
| Provision for income taxes | 9.0 | 6.0 | 25.2 | 28.7 |
| Net (loss) income | $(24.6) | $(15.4) | $(4.1) | $25.6 |
| Net (loss) income per share: | ||||
| Basic | $(0.11) | $(0.07) | $(0.02) | $0.11 |
| Diluted | $(0.11) | $(0.07) | $(0.02) | $0.11 |
| Shares used in per share calculations: | ||||
| Basic | 223.0 | 224.1 | 222.5 | 225.5 |
| Diluted | 223.0 | 224.1 | 222.5 | 227.6 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.