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Mobile/Wireless Testing

Viavi Buys Cobham T&M, Reports Fiscal Q2

SAN JOSE, Calif. -- (NASDAQ: VIAV) Viavi Solutions Inc. ("VIAVI") today announced that it has signed a definitive agreement to acquire the Test and Measurement business of Cobham plc (LSE: COB) ("Cobham T&M") for $455 million cash consideration, subject to certain customary closing adjustments. The acquisition has been approved by the Board of Directors of each company and is expected to close during the second half of VIAVI's fiscal year 2018, subject to obtaining clearance under the Hart-Scott-Rodino Antitrust Improvements Act, as well as other customary closing conditions.

The transaction significantly strengthens VIAVI's competitive position in 5G deployment and diversifies the company into military, public safety and avionics test markets. Cobham AvComm and Wireless T&M is the leader in comprehensively testing communication service providers' networks from the radio access network through to the network core. It has also served military, public safety and aviation markets for decades with its trusted land-mobile radio and avionics test solutions. The business generated more than $200 million of revenues in calendar year 2017.

"This combination is another step in our NSE strategy of driving operational scale and monetizing our NOL assets," said Oleg Khaykin, President and CEO of VIAVI. "Cobham AvComm and Wireless T&M are recognized leaders with a world-class team that has a long track record of successfully bringing innovative solutions to market. Together, we expect new opportunities to grow through channel expansion and technology sharing as we address rapidly emerging opportunities in 5G, software-defined and virtualized test."

Upon closing, the transaction is expected to be meaningfully accretive to VIAVI's free cash flow and non-GAAP earnings per share and monetize net operating losses (NOLs).

In a separate release:

VIAVI (NASDAQ: VIAV) today reported results for its second fiscal quarter ended December 30, 2017.

GAAP net revenue was $201.8 million, with net loss of $(3.7) million, or $(0.02) per share. Prior quarter GAAP net revenue was $195.2 million, with net loss of $(4.8) million or $(0.02) per share. GAAP net revenue for the second quarter of fiscal 2017 was $206.5 million, with net income of $49.2 million, or $0.21 per share.

Non-GAAP net revenue was $201.8 million, with net income of $20.2 million, or $0.09 per share. Prior quarter non-GAAP net revenue was $195.2 million, with net income of $25.3 million, or $0.11 per share. Non-GAAP net revenue for the second quarter of fiscal 2017 was $206.5 million, with net income of $23.6 million, or $0.10 per share.

"VIAVI's fiscal Q2 revenue, non-GAAP operating margin and non-GAAP EPS all came in above the high end of our guidance," said Oleg Khaykin, VIAVI's President and Chief Executive Officer. "Strong service providers' end market demand drove year-on-year revenue increase in the NE segment and OSP's core business was stronger than expected."

Khaykin added, "Looking ahead, we anticipate continued strength in network test spending and broader 3D Sensing product adoption in calendar 2018."

  • Americas, Asia-Pacific and EMEA customers represented 54.6%, 22.6% and 22.8%, respectively, of total net revenue for the quarter ended December 30, 2017.
  • As of December 30, 2017, the Company held $1,212.8 million in total cash and investments.
  • As of December 30, 2017, the Company had $911.0 million of total aggregate principal amount of senior convertible notes, with net carrying value of $799.0 million. The Company had $451.0 million aggregate principal amount of 0.625% Senior Convertible Notes ("0.625% Notes"), after repurchasing $12.5 million of principal amount during the fiscal quarter ended December 30, 2017. The 0.625% Notes with net carrying value of $436.8 million as of December 30, 2017 was classified as current portion of the long-term debt. The Company also had $460.0 million aggregate principal amount of 1.00% Senior Convertible Notes with a net carrying value of $362.2 million classified as long-term debt.
  • During the fiscal quarter ended December 30, 2017, the Company generated $23.9 million of cash from operations.

    Business Outlook for the Third Quarter of Fiscal 2018

    For the third quarter of fiscal 2018 ending March 31, 2018, the Company expects non-GAAP net revenue to be between $190 million to $210 million and non-GAAP earnings per share to be $0.08 to $0.10. 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 gain or loss on debt extinguishment and certain charges related to acquisition and integration. In addition, the Company believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors.

    Viavi Solutions Inc.

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