| • Third quarter net sales of $750 million
• Net income of $46 million, or $0.45 per diluted
share
• Operating income of $91 million and adjusted
operating income, excluding special items, of $119 million or 15.8
percent of sales
• Adjusted net income, excluding special items,
of $63 million, or $0.61 per diluted share
• Quarterly net cash flow from operations of
$138 million
HICKORY, NC, October 27, 2009—CommScope, Inc. (NYSE: CTV), a
global leader in infrastructure solutions for communications networks,
reported sales of $750.4 million and net income of $45.8 million,
or $0.45 per diluted share, for the quarter ended September 30,
2009.
The reported quarterly net income includes after-tax charges
of approximately $15.3 million for the amortization of purchased
intangibles and $2.2 million in restructuring costs. Excluding
these special items, adjusted third quarter 2009 earnings were $63.3
million, or $0.61 per diluted share. (A reconciliation of
reported GAAP results to adjusted results for the quarter is attached.)
For the third quarter of 2008, CommScope reported net sales of
$1.06 billion and net income of $84.7 million, or $1.05 per diluted
share. The reported net income included approximately $9.7
million of net after-tax charges primarily related to the amortization
of purchased intangibles somewhat offset by the benefit of aligning
certain CommScope and Andrew employee benefit policies and a tax
item.
“We are pleased to deliver solid operating performance and near
record cash flow in the quarter as the business environment begins
to stabilize,” said Chairman and Chief Executive Officer Frank Drendel.
“During this tough economic period, we have reduced working
capital and lowered costs while continuing to fund key research
and development projects. Because of our proprietary technology,
global leadership and consistent quality, we think CommScope is
uniquely positioned to help service providers, large enterprises
and OEMs deliver next generation communication networks. As
the economy begins to slowly recover, we believe trends such as
the global adoption of smart phones, new 4G services and the streaming
of high definition video create meaningful opportunities for CommScope.”
Sales Overview
Sales declined 29.4 percent year over year due primarily to declines
in volume across all segments and geographic regions as a result
of the global recession. Specifically, the difficult business environment
has negatively affected capital spending by telecommunication providers
and created a slowdown in commercial and residential construction.
Sequentially, sales declined 4.2 percent primarily due to a significant
decline in the project-oriented WNS segment sales, somewhat offset
by higher Broadband and Enterprise segment sales.
| Net Sales by Segment |
| ($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
Third |
|
Third |
|
Second |
|
|
|
|
|
|
Quarter |
|
Quarter |
|
Quarter |
|
% Change |
|
|
2009 |
|
2008 |
|
2009 |
|
YOY |
|
Sequential |
| ACCG |
|
$
|
316.4
|
|
|
$
|
495.0
|
|
|
$
|
322.2
|
|
|
-36.1
|
%
|
|
-1.8
|
%
|
| Enterprise |
|
|
177.6
|
|
|
|
236.5
|
|
|
|
164.3
|
|
|
-24.9
|
%
|
|
8.1
|
%
|
| Broadband |
|
|
136.7
|
|
|
|
159.0
|
|
|
|
118.2
|
|
|
-14.0
|
%
|
|
15.7
|
%
|
| WNS |
|
|
120.3
|
|
|
|
174.7
|
|
|
|
179.7
|
|
|
-31.1
|
%
|
|
-33.1
|
%
|
| Inter-segment
eliminations |
|
|
(0.6
|
)
|
|
|
(2.9
|
)
|
|
|
(0.7
|
)
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total
CommScope Net Sales |
|
$
|
750.4
|
|
|
$
|
1,062.3
|
|
|
$
|
783.7
|
|
|
-29.4
|
%
|
|
-4.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Sales by Region |
| ($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
Third |
|
Third |
|
Second |
|
|
|
|
|
|
Quarter |
|
Quarter |
|
Quarter |
|
% Change |
|
|
2009 |
|
2008 |
|
2009 |
|
YOY |
|
Sequential |
| United States
|
|
$
|
401.8
|
|
|
$
|
497.0
|
|
|
$
|
419.3
|
|
|
-19.2
|
%
|
|
-4.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
| Europe, Middle
East & Africa |
|
|
169.7
|
|
|
|
288.1
|
|
|
|
171.5
|
|
|
-41.1
|
%
|
|
-1.0
|
%
|
| Asia Pacific |
|
|
122.9
|
|
|
|
169.6
|
|
|
|
143.5
|
|
|
-27.5
|
%
|
|
-14.4
|
%
|
| Other
Americas |
|
|
56.6
|
|
|
|
110.5
|
|
|
|
50.1
|
|
|
-48.8
|
%
|
|
13.0
|
%
|
| Subtotal
International |
|
$
|
349.2
|
|
|
$
|
568.2
|
|
|
$
|
365.1
|
|
|
-38.5
|
%
|
|
-4.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
| Inter-segment
eliminations |
|
|
(0.6
|
)
|
|
|
(2.9
|
)
|
|
|
(0.7
|
)
|
|
n/a
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total
CommScope Net Sales |
|
$
|
750.4
|
|
|
$
|
1,062.3
|
|
|
$
|
783.7
|
|
|
-29.4
|
%
|
|
-4.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Antenna, Cable and Cabinet Group (ACCG) segment sales declined
1.8 percent sequentially to $316.4 million as lower base station
antenna sales in the Asia Pacific and North American regions offset
increases in sales of cable and microwave products.
Enterprise segment sales rose 8.1 percent sequentially to $177.6
million in the seasonally strong third quarter. The company
saw modest improvement in global corporate information technology
spending in the third quarter and believes the Enterprise market
has begun to stabilize.
Broadband segment sales rose 15.7 percent sequentially in the
seasonally strong third quarter to $136.7 million. Sales rose in
all major product groups and across all geographic regions as cable
operators both maintain and upgrade their networks as they compete
with satellite and wireline carriers.
WNS segment sales declined 33.1 percent sequentially to $120.3
million due primarily to lower sales in China for select 3G projects
as well as short-term volatility associated with large wireless
projects in the North American and Europe, Middle East and Africa
(EMEA) regions.
In the third quarter, U.S. sales declined 4.2 percent sequentially
to $401.8 million or 53.5 percent of total company sales.
Customer orders booked in the third quarter 2009 were $719 million.
Operating Income Overview
Operating income in the third quarter of 2009 was $91.2 million
compared to $127.5 million for the comparable 2008 period. The
year-over-year decline in operating income resulted primarily from
lower sales volumes. Adjusted operating income, which excludes
amortization of purchased intangibles and restructuring costs, declined
20.8 percent year over year to $118.9 million.
| Third Quarter 2009 Adjusted (non-GAAP) Operating Income by
Segment |
| ($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCG |
|
Enterprise |
|
Broadband |
|
WNS |
|
Total |
| Operating income,
as reported |
|
$
|
23.0
|
|
|
$
|
36.9
|
|
|
$
|
32.3
|
|
|
$
|
(1.0
|
)
|
|
$
|
91.2
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of
purchased intangible assets |
|
|
17.2
|
|
|
|
1.6
|
|
|
|
0.5
|
|
|
|
5.2
|
|
|
|
24.5
|
|
| Restructuring
costs |
|
|
0.8
|
|
|
|
0.6
|
|
|
|
0.5
|
|
|
|
1.3
|
|
|
|
3.2
|
|
| Adjusted
(non-GAAP) operating income |
|
$
|
41.0
|
|
|
$
|
39.1
|
|
|
$
|
33.3
|
|
|
$
|
5.5
|
|
|
$
|
118.9
|
|
| Adjusted
(non-GAAP) operating margin |
|
|
13.0
|
%
|
|
|
22.0
|
%
|
|
|
24.4
|
%
|
|
|
4.6
|
%
|
|
|
15.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Second Quarter 2009 Adjusted (non-GAAP) Operating Income by
Segment |
| ($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCG |
|
Enterprise |
|
Broadband |
|
WNS |
|
Total |
| Operating income,
as reported |
|
$
|
14.6
|
|
|
$
|
27.8
|
|
|
$
|
27.9
|
|
|
$
|
3.8
|
|
|
$
|
74.1
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of
purchased intangible assets |
|
|
17.2
|
|
|
|
1.6
|
|
|
|
0.5
|
|
|
|
5.2
|
|
|
|
24.5
|
|
| Restructuring
costs |
|
|
4.9
|
|
|
|
1.3
|
|
|
|
0.3
|
|
|
|
1.6
|
|
|
|
8.1
|
|
| Litigation
charge |
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18.1
|
|
|
|
18.1
|
|
| Adjusted
(non-GAAP) operating income |
|
$
|
36.7
|
|
|
$
|
30.7
|
|
|
$
|
28.7
|
|
|
$
|
28.7
|
|
|
$
|
124.8
|
|
| Adjusted
(non-GAAP) operating margin |
|
|
11.4
|
%
|
|
|
18.7
|
%
|
|
|
24.3
|
%
|
|
|
16.0
|
%
|
|
|
15.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Third Quarter 2008 Adjusted (non-GAAP) Operating Income by
Segment |
| ($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCG |
|
Enterprise |
|
Broadband |
|
WNS |
|
Total |
| Operating income,
as reported |
|
$
|
62.7
|
|
|
$
|
46.1
|
|
|
$
|
13.9
|
|
|
$
|
4.8
|
|
|
$
|
127.5
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of
purchased intangible assets |
|
|
17.8
|
|
|
|
1.6
|
|
|
|
0.5
|
|
|
|
8.1
|
|
|
|
28.0
|
|
| Purchase
accounting adjustments related to inventory |
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1.8
|
|
|
|
1.8
|
|
| Restructuring
costs |
|
|
-
|
|
|
|
1.0
|
|
|
|
1.4
|
|
|
|
-
|
|
|
|
2.4
|
|
| Acquisition
and one-time transition costs |
|
|
(3.0
|
)
|
|
|
(2.5
|
)
|
|
|
(4.2
|
)
|
|
|
0.1
|
|
|
|
(9.6
|
)
|
| Adjusted
(non-GAAP) operating income |
|
$
|
77.5
|
|
|
$
|
46.2
|
|
|
$
|
11.6
|
|
|
$
|
14.8
|
|
|
$
|
150.1
|
|
| Adjusted
(non-GAAP) operating margin |
|
|
15.7
|
%
|
|
|
19.5
|
%
|
|
|
7.3
|
%
|
|
|
8.5
|
%
|
|
|
14.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CommScope management believes that presenting
operating income information excluding the special items noted above provides
meaningful information to investors in understanding operating results and may
enhance investors' ability to analyze financial and business trends, when
considered together with the GAAP financial measures. In addition, CommScope
management believes that these non-GAAP financial measures allow investors to
compare period to period more easily by excluding items that could have a
disproportionately negative or positive impact on results in any particular
period. |
Third Quarter 2009 Financial Highlights
• Gross margin for the third quarter of 2009
was 32.6 percent and includes $3.6 million of amortization of purchased
intangibles in Cost of Sales. Excluding this item, adjusted
gross margin would have been 33.1 percent.
• SG&A expense for the third quarter of
2009 was $103.2 million, down $10.9 million or 9.5 percent year
over year, due primarily to lower sales volumes and the suspension
of incentive-based cash bonus programs for employees.
• Interest expense was $25.7 million, down $11.4
million year over year, primarily due to lower outstanding debt
balances.
• Total depreciation and amortization expense
in the third quarter was $48.9 million with purchased intangibles
amortization in the quarter totaling $24.5 million.
• Net operating cash flow in the third quarter
of $137.6 million. Over the last twelve months, CommScope
has generated record free cash flow of $416.2 million (record cash
flow from operations of $469.8 million less $53.6 million of additions
to property, plant and equipment).
• The company’s effective income tax rate for
the quarter was 28.8 percent, which reflects benefits resulting
from the filing of certain US and foreign income tax returns and
resolution of various tax uncertainties.
Commercial Highlights
• CommScope Enterprise Solutions introduced
the InstaPATCH® 360 System, the newest installment to its next
generation SYSTIMAX 360™ SOLUTION platform. Developed by CommScope
Labs, InstaPATCH 360 is a modular fiber connectivity solution that
enables installers to simply and quickly connect system components
together, ultimately resulting in improved density, performance
and reliability.
• CommScope’s Andrew Solutions™ also recently
introduced SmartBeam®, its next generation base station antenna
technology. SmartBeam antenna systems can increase efficiency
of existing sites and improve network quality by optimizing the
antenna beam based on predictable customer traffic loads.
• Andrew has been chosen by Vodacom, South Africa’s
largest cellular operator, to furnish its indoor wireless coverage
and capacity solution, the ION™ (Intelligent Optical Network) fiber
distributed antenna system, in five of the ten South African stadiums
to be used for the 2010 World Cup. Other similar Andrew projects
have supported wireless communications at major sporting events,
including the 2008 European Football Championship in Switzerland,
the 2008 Summer Olympics in Beijing, the 2006 World Cup in Germany,
the 2006 Winter Olympics in Turin, Italy, and the 2000 Summer Olympics
in Sydney, Australia. Earlier this year the company also provided
network infrastructure and cellular coverage and capacity solutions
for the new Dallas Cowboys’ stadium.
Outlook
CommScope management provided the following guidance for the
fourth quarter of 2009:
• Revenue of $740 million to $790 million
• Adjusted operating income of $95 million to
$115 million, excluding amortization of purchased intangibles and
other special items
• Tax rate of 34 percent to 36 percent on adjusted
pretax income
“Despite a difficult global economy, we delivered solid margins
at both the gross and operating levels and generated near record
cash flow from operations, which further strengthened our balance
sheet,” said Executive Vice President and Chief Financial Officer
Jearld Leonhardt. “Looking ahead to the fourth quarter, we
expect stronger sequential wireless sales to be somewhat offset
by normal seasonal declines in the Enterprise and Broadband markets.
We expect fourth quarter wireless sales to increase as upgrade
activity accelerates in certain markets.”
Conference Call Information
CommScope plans to host a call today at 8:30 a.m. EDT to discuss
third quarter results. You are invited to listen to the conference
call or live webcast with Frank Drendel, chairman and CEO; Brian
Garrett, president and COO; and Jearld Leonhardt, executive vice
president and CFO.
To participate in the conference call, U.S. callers should dial
+1 866-845-6585 and callers outside of the U.S. should dial +1 706-643-2944.
The conference identification number is 35038450. Please
plan to dial in 10 - 15 minutes before the start of the call to
facilitate a timely connection. The live, listen-only audio
of the call will be available through a link on the Investor Relations
Presentations page of CommScope's website at www.commscope.com.
If you are unable to participate and would like to hear a replay,
U.S. callers can dial +1 800-642-1687 and callers outside the U.S.
can dial +1 706-645-9291 for the replay. The replay identification
number is 35038450 and will be available through November 10, 2009.
A webcast replay will also be archived on CommScope's website
for a limited period of time following the conference call.
About CommScope
CommScope,
Inc. (NYSE: CTV – www.commscope.com) is a world leader
in infrastructure solutions for communication networks. Through
its Andrew
SolutionsTM brand, it is a global leader in radio frequency subsystem
solutions for wireless networks. Through its SYSTIMAX®
and Uniprise®
brands, CommScope is a world leader in network infrastructure solutions,
delivering a complete end-to-end physical layer solution, including
cables and connectivity, enclosures, intelligent software and network
design services, for business enterprise applications. CommScope
also is the premier manufacturer of coaxial cable for broadband
cable television networks and one of the leading
North American providers of environmentally secure cabinets
for DSL and FTTN applications. Backed by strong research and development,
CommScope combines technical expertise and proprietary technology
with global manufacturing capability to provide customers with infrastructure
solutions for evolving global communications networks in more than
130 countries around the world.
Forward Looking Statement
This press release contains forward-looking statements regarding,
among other things, the business position, plans, outlook, integration,
synergies and other financial items relating to CommScope that are
based on information currently available to management, management's
beliefs and a number of assumptions concerning future events. Statements
made in the future tense, and statements using words such as "expect,"
"believe," "intend," "goal," "estimate,"
"project," "plans," "anticipate,"
"designed to," "long term view," "confident,"
"think," "scheduled," "outlook,"
"guidance" and similar expressions are intended to identify
forward-looking statements. Forward-looking statements are not a
guarantee of performance and are subject to a number of risks and
uncertainties, many of which are difficult to predict and are beyond
the control of CommScope, and therefore should be carefully considered.
Factors that could cause actual results of CommScope to differ
materially include, but are not limited to, continued global economic
weakness and uncertainties and disruption in the credit and financial
markets; changes in cost and availability of key raw materials and
the potential effect on customer pricing; the challenges of achieving
anticipated cost-reduction synergies; delays or challenges related
to removing, transporting or reinstalling equipment; the ability
to retain qualified employees; customer demand for our products
and the ability to maintain existing business alliances with key
customers or distributors; competitive pricing and acceptance of
products; industry competition and the ability to retain customers
through product innovation; concentration of sales among a limited
number of customers or distributors; customer bankruptcy; the risk
that internal production capacity and that of contract manufacturers
may be insufficient to meet customer demand or quality standards
for our products; the risk that customers might cancel orders placed
or that orders currently placed may affect order levels in the future;
continuing consolidation among customers; possible production disruption
due to supplier or contract manufacturer bankruptcy, reorganization
or restructuring; successful ongoing operation of our vertical integration
activities; the possibility of further restructuring actions; possible
future impairment charges for fixed or intangible assets, including
goodwill; increased obligations under employee benefit plans; significant
international operations and the impact of variability in foreign
exchange rates; ability to fully realize anticipated benefits from
prior or future acquisitions or equity investments; substantial
indebtedness and maintaining compliance with debt covenants; capital
structure changes; tax rate variability and ability to recover amounts
recorded as value added tax receivables; changes in tax laws or
regulations; product performance issues and associated warranty
claims; ability to successfully implement major systems initiatives;
realignment of global manufacturing capacity; cost of protecting
or defending intellectual property; ability to obtain capital on
commercially reasonable terms; adequacy and availability of insurance;
costs and challenges of compliance with domestic and foreign environmental
laws; fluctuations in interest rates; the ability to achieve expected
sales growth and earnings goals; the outcome of pending litigations
and proceedings; authoritative changes in generally accepted accounting
principles by standard-setting bodies; political instability; and
regulatory changes affecting us or the industries we serve. For
a more complete description of factors that could cause such a difference,
please see CommScope's filings with the Securities and Exchange
Commission (SEC), which are available on CommScope's website or
at www.sec.gov. In providing forward-looking statements, CommScope
does not intend, and does not undertake any duty or obligation,
to update these statements as a result of new information, future
events or otherwise.
Investor Contact: Philip
Armstrong, CommScope +1
828-323-4848
News Media Contact: Rick Aspan, CommScope +1
708-236-6568 publicrelations@commscope.com
| CommScope, Inc. |
| Condensed Consolidated Statements of Operations |
| (Unaudited -- In thousands, except per share amounts)
|
| |
|
|
Three
Months Ended |
|
Nine
Months Ended |
|
|
September 30 |
|
September 30 |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
|
|
|
|
|
|
|
| Net
sales |
|
$
|
750,433
|
|
|
$
|
1,062,297
|
|
|
$
|
2,276,392
|
|
|
$
|
3,154,768
|
|
|
|
|
|
|
|
|
|
|
| Operating costs
and expenses: |
|
|
|
|
|
|
|
|
| Cost of sales
|
|
|
505,647
|
|
|
|
760,510
|
|
|
|
1,633,748
|
|
|
|
2,314,730
|
|
| Selling, general
and administrative |
|
|
103,197
|
|
|
|
114,082
|
|
|
|
303,353
|
|
|
|
384,880
|
|
| Research and
development |
|
|
26,390
|
|
|
|
33,551
|
|
|
|
82,457
|
|
|
|
103,785
|
|
| Amortization of
purchased intangible assets |
|
|
20,824
|
|
|
|
24,294
|
|
|
|
62,473
|
|
|
|
73,398
|
|
| Restructuring
costs |
|
|
3,207
|
|
|
|
2,356
|
|
|
|
20,027
|
|
|
|
25,124
|
|
| Total
operating costs and expenses |
|
|
659,265
|
|
|
|
934,793
|
|
|
|
2,102,058
|
|
|
|
2,901,917
|
|
|
|
|
|
|
|
|
|
|
| Operating income
|
|
|
91,168
|
|
|
|
127,504
|
|
|
|
174,334
|
|
|
|
252,851
|
|
| Other expense, net
|
|
|
(2,037
|
)
|
|
|
(23
|
)
|
|
|
(12,570
|
)
|
|
|
(16,017
|
)
|
| Interest expense
|
|
|
(25,655
|
)
|
|
|
(37,007
|
)
|
|
|
(99,465
|
)
|
|
|
(112,215
|
)
|
| Interest
income |
|
|
843
|
|
|
|
5,958
|
|
|
|
3,350
|
|
|
|
15,543
|
|
|
|
|
|
|
|
|
|
|
| Income before
income taxes |
|
|
64,319
|
|
|
|
96,432
|
|
|
|
65,649
|
|
|
|
140,162
|
|
| Income
tax expense |
|
|
(18,492
|
)
|
|
|
(11,745
|
)
|
|
|
(24,917
|
)
|
|
|
(26,308
|
)
|
|
|
|
|
|
|
|
|
|
| Net
income |
|
$
|
45,827
|
|
|
$
|
84,687
|
|
|
$
|
40,732
|
|
|
$
|
113,854
|
|
|
|
|
|
|
|
|
|
|
| Earnings per
share: |
|
|
|
|
|
|
|
|
| Basic |
|
$
|
0.49
|
|
|
$
|
1.20
|
|
|
$
|
0.50
|
|
|
$
|
1.64
|
|
| Diluted (a) |
|
$
|
0.45
|
|
|
$
|
1.05
|
|
|
$
|
0.47
|
|
|
$
|
1.43
|
|
|
|
|
|
|
|
|
|
|
| Weighted average
shares outstanding: |
|
|
|
|
|
|
|
|
| Basic |
|
|
93,661
|
|
|
|
70,287
|
|
|
|
82,117
|
|
|
|
69,230
|
|
| Diluted (a) |
|
|
105,675
|
|
|
|
81,175
|
|
|
|
93,400
|
|
|
|
80,843
|
|
|
|
|
|
|
|
|
|
|
| (a) Calculation of
diluted earnings per share: |
|
|
|
|
|
|
|
|
| Net income (basic)
|
|
$
|
45,827
|
|
|
$
|
84,687
|
|
|
$
|
40,732
|
|
|
$
|
113,854
|
|
| Convertible
debt add-back (b) |
|
|
1,742
|
|
|
|
499
|
|
|
|
3,391
|
|
|
|
1,644
|
|
| Numerator
(assuming dilution) |
|
$
|
47,569
|
|
|
$
|
85,186
|
|
|
$
|
44,123
|
|
|
$
|
115,498
|
|
|
|
|
|
|
|
|
|
|
| Weighted average
shares (basic) |
|
|
93,661
|
|
|
|
70,287
|
|
|
|
82,117
|
|
|
|
69,230
|
|
| Dilutive effect
of: |
|
|
|
|
|
|
|
|
| Stock options (c)
|
|
|
629
|
|
|
|
862
|
|
|
|
381
|
|
|
|
931
|
|
| Restricted stock
units and performance share units |
|
|
930
|
|
|
|
851
|
|
|
|
683
|
|
|
|
745
|
|
| Convertible
debt (b) |
|
|
10,455
|
|
|
|
9,175
|
|
|
|
10,219
|
|
|
|
9,937
|
|
| Denominator
(assuming dilution) |
|
|
105,675
|
|
|
|
81,175
|
|
|
|
93,400
|
|
|
|
80,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) |
|
Incremental interest expense and shares
associated with convertible senior subordinated debt. |
|
|
|
|
(c) |
|
Options to purchase approximately 1.1 million
common shares were excluded from the computation of diluted earnings per share
for both the three and six months ended September 30, 2009 because they would
have been antidilutive. Options to purchase approximately 0.7 million and 0.8
million common shares were excluded from the computation of diluted earnings per
share for the three and six months ended September 30, 2008, respectively,
because they would have been antidilutive. |
|
|
|
|
|
See notes to unaudited condensed consolidated
financial statements included in our Form 10-Q. |
|
|
|
|
|
|
| CommScope, Inc. |
| Condensed Consolidated Balance Sheets |
| (Unaudited -- In thousands, except share amounts) |
| |
|
|
September 30, |
|
December 31, |
|
|
2009 |
|
2008 |
| Assets
|
|
|
|
|
|
|
|
|
|
| Cash and cash
equivalents |
|
$
|
592,906
|
|
|
$
|
412,111
|
|
|
Accounts receivable, less allowance for doubtful
accounts of $18,157 and $19,307, respectively |
|
|
617,163
|
|
|
|
695,820
|
|
| Inventories, net
|
|
|
332,605
|
|
|
|
450,310
|
|
| Prepaid expenses
and other current assets |
|
|
77,614
|
|
|
|
70,778
|
|
| Deferred
income taxes |
|
|
70,243
|
|
|
|
81,024
|
|
| Total Current
Assets |
|
|
1,690,531
|
|
|
|
1,710,043
|
|
|
|
|
|
|
| Property, plant
and equipment, net |
|
|
427,721
|
|
|
|
468,140
|
|
| Goodwill |
|
|
994,692
|
|
|
|
997,257
|
|
| Other intangibles,
net |
|
|
747,765
|
|
|
|
821,128
|
|
| Other
noncurrent assets |
|
|
70,341
|
|
|
|
66,192
|
|
|
|
|
|
|
| Total
Assets |
|
$
|
3,931,050
|
|
|
$
|
4,062,760
|
|
|
|
|
|
|
| Liabilities
and Stockholders' Equity |
|
|
|
|
|
|
|
|
|
| Accounts payable
|
|
$
|
212,399
|
|
|
$
|
244,273
|
|
| Other accrued
liabilities |
|
|
259,691
|
|
|
|
306,537
|
|
| Current
portion of long-term debt |
|
|
9,723
|
|
|
|
374,498
|
|
| Total Current
Liabilities |
|
|
481,813
|
|
|
|
925,308
|
|
|
|
|
|
|
| Long-term debt
|
|
|
1,535,945
|
|
|
|
1,667,286
|
|
| Deferred income
taxes |
|
|
142,736
|
|
|
|
150,357
|
|
| Pension and
postretirement benefit liabilities |
|
|
161,251
|
|
|
|
164,075
|
|
| Other
noncurrent liabilities |
|
|
127,568
|
|
|
|
147,376
|
|
| Total Liabilities
|
|
|
2,449,313
|
|
|
|
3,054,402
|
|
|
|
|
|
|
| Commitments and
contingencies |
|
|
|
|
|
|
|
|
|
| Stockholders'
Equity: |
|
|
|
|
|
Preferred stock, $.01 par value; Authorized
shares: 20,000,000; Issued and outstanding shares: None at September 30, 2009 or
December 31, 2008 |
|
|
—
|
|
|
|
—
|
|
|
Common stock, $.01 par value; Authorized shares:
300,000,000; Issued and outstanding shares: 93,763,464 at September 30, 2009 and
70,798,864 at December 31, 2008 |
|
|
1,040
|
|
|
|
811
|
|
| Additional paid-in
capital |
|
|
1,353,841
|
|
|
|
969,976
|
|
| Retained earnings
|
|
|
357,817
|
|
|
|
317,085
|
|
| Accumulated other
comprehensive income |
|
|
(84,266
|
)
|
|
|
(132,411
|
)
|
|
Treasury stock, at cost: 10,232,336 shares at
September 30, 2009 and 10,312,088 at December 31, 2008 |
|
|
(146,695
|
)
|
|
|
(147,103
|
)
|
| Total
Stockholders' Equity |
|
|
1,481,737
|
|
|
|
1,008,358
|
|
|
|
|
|
|
| Total
Liabilities and Stockholders' Equity |
|
$
|
3,931,050
|
|
|
$
|
4,062,760
|
|
|
|
|
|
|
|
See notes to unaudited condensed consolidated
financial statements included in our Form 10-Q. |
| |
| |
| CommScope, Inc. |
| Condensed Consolidated Statements of Cash Flows |
| (Unaudited -- In thousands) |
|
|
|
|
|
|
|
Nine
Months Ended |
|
|
September 30, |
|
|
2009 |
|
2008 |
|
|
|
|
|
| Operating
Activities: |
|
|
|
|
| Net income |
|
$
|
40,732
|
|
|
$
|
113,854
|
|
|
Adjustments to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
| Depreciation and
amortization |
|
|
153,554
|
|
|
|
164,921
|
|
| Equity-based
compensation |
|
|
19,747
|
|
|
|
15,361
|
|
| Non-cash interest
expense on 3.50% convertible debentures |
|
|
12,004
|
|
|
|
—
|
|
| Loss on conversion
of debt securities |
|
|
8,649
|
|
|
|
2,761
|
|
| Changes
in assets and liabilities |
|
|
126,742
|
|
|
|
(43,402
|
)
|
| Net cash provided
by operating activities |
|
|
361,428
|
|
|
|
253,495
|
|
|
|
|
|
|
| Investing
Activities: |
|
|
|
|
| Additions to
property, plant and equipment |
|
|
(31,738
|
)
|
|
|
(35,920
|
)
|
| Proceeds from sale
of product line |
|
|
—
|
|
|
|
9,009
|
|
| Proceeds from
disposal of fixed assets |
|
|
3,724
|
|
|
|
6,873
|
|
| Cash paid for
acquisitions |
|
|
(694
|
)
|
|
|
(60,976
|
)
|
| Other
|
|
|
4,062
|
|
|
|
(5,012
|
)
|
| Net cash used in
investing activities |
|
|
(24,646
|
)
|
|
|
(86,026
|
)
|
|
|
|
|
|
| Financing
Activities: |
|
|
|
|
| Principal payments
on long-term debt |
|
|
(760,858
|
)
|
|
|
(329,603
|
)
|
| Proceeds from the
issuance of long-term debt |
|
|
388,125
|
|
|
|
—
|
|
| Proceeds from the
issuance of common stock |
|
|
220,128
|
|
|
|
—
|
|
|
Proceeds from the issuance of shares under
equity-based compensation plans |
|
|
612
|
|
|
|
12,852
|
|
|
Tax benefit from the issuance of shares under
equity-based compensation plans |
|
|
240
|
|
|
|
6,227
|
|
| Long-term
financing costs |
|
|
(12,590
|
)
|
|
|
(246
|
)
|
| Other
|
|
|
(8
|
)
|
|
|
589
|
|
| Net cash used in
financing activities |
|
|
(164,351
|
)
|
|
|
(310,181
|
)
|
|
|
|
|
|
| Effect
of exchange rate changes on cash |
|
|
8,364
|
|
|
|
(10,488
|
)
|
|
|
|
|
|
| Change in cash and
cash equivalents |
|
|
180,795
|
|
|
|
(153,200
|
)
|
| Cash
and cash equivalents, beginning of period |
|
|
412,111
|
|
|
|
649,451
|
|
| Cash
and cash equivalents, end of period |
|
$
|
592,906
|
|
|
$
|
496,251
|
|
|
|
|
|
|
|
See notes to unaudited condensed consolidated
financial statements included in our Form 10-Q. |
| |
| |
| CommScope, Inc. |
| Net Sales and Operating Income by Reportable Segment
|
| (Unaudited -- In millions) |
| |
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
| Net Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
| ACCG |
|
$
|
316.4
|
|
|
$
|
495.0
|
|
|
$
|
964.5
|
|
|
$
|
1,474.2
|
|
| Enterprise |
|
|
177.6
|
|
|
|
236.5
|
|
|
|
485.9
|
|
|
|
691.0
|
|
| Broadband |
|
|
136.7
|
|
|
|
159.0
|
|
|
|
369.1
|
|
|
|
458.3
|
|
| WNS |
|
|
120.3
|
|
|
|
174.7
|
|
|
|
459.0
|
|
|
|
540.7
|
|
| Inter-segment
eliminations |
|
|
(0.6
|
)
|
|
|
(2.9
|
)
|
|
|
(2.1
|
)
|
|
|
(9.4
|
)
|
| Consolidated
Net Sales |
|
$
|
750.4
|
|
|
$
|
1,062.3
|
|
|
$
|
2,276.4
|
|
|
$
|
3,154.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Income
(Loss): |
|
|
|
|
|
|
|
|
|
|
|
|
| ACCG |
|
$
|
23.0
|
|
|
$
|
62.7
|
|
|
$
|
24.2
|
|
|
$
|
149.2
|
|
| Enterprise |
|
|
36.9
|
|
|
|
46.1
|
|
|
|
72.2
|
|
|
|
123.0
|
|
| Broadband |
|
|
32.3
|
|
|
|
13.9
|
|
|
|
68.7
|
|
|
|
8.5
|
|
| WNS
|
|
|
(1.0
|
)
|
|
|
4.8
|
|
|
|
9.2
|
|
|
|
(27.8
|
)
|
| Consolidated
Operating Income |
|
$
|
91.2
|
|
|
$
|
127.5
|
|
|
$
|
174.3
|
|
|
$
|
252.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CommScope, Inc. |
| Reconciliation to Adjusted (non-GAAP) Operating Income
|
| (Unaudited -- In millions) |
| |
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
| Operating Income
|
|
$
|
91.2
|
|
$
|
127.5
|
|
|
$
|
174.3
|
|
|
$
|
252.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Special items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of
purchased intangible assets (1) |
|
|
24.5
|
|
|
28.0
|
|
|
|
73.4
|
|
|
|
85.0
|
|
| Purchase
accounting adjustments related to inventory |
|
|
-
|
|
|
1.8
|
|
|
|
-
|
|
|
|
59.3
|
|
| Restructuring
costs |
|
|
3.2
|
|
|
2.4
|
|
|
|
20.0
|
|
|
|
25.1
|
|
| Litigation charge
|
|
|
-
|
|
|
-
|
|
|
|
21.2
|
|
|
|
-
|
|
| Acquisition
and one-time transition costs |
|
|
-
|
|
|
(9.6
|
)
|
|
|
-
|
|
|
|
(5.7
|
)
|
| Adjusted
(non-GAAP) Operating Income |
|
$
|
118.9
|
|
$
|
150.1
|
|
|
$
|
288.9
|
|
|
$
|
416.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes amortization included in Cost of
Sales. |
| |
|
CommScope management believes that presenting
operating income information excluding the special items noted above provides
meaningful information to investors in understanding operating results and may
enhance investors' ability to analyze financial and business trends, when
considered together with the GAAP financial measures. In addition, CommScope
management believes that these non-GAAP financial measures allow investors to
compare period to period more easily by excluding items that could have a
disproportionately negative or positive impact on results in any particular
period. |
| |
| |
| CommScope, Inc. |
| Reconciliation of GAAP Measures to Adjusted Measures
|
| (Unaudited -- In millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, 2009 |
|
September 30, 2009 |
|
|
Operating |
|
Net |
|
Diluted |
|
Operating |
|
Net |
|
Diluted |
|
|
Income |
|
Income (1) |
|
EPS |
|
Income |
|
Income (1) |
|
EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As reported |
|
$
|
91.2
|
|
$
|
45.8
|
|
$
|
0.45
|
|
$
|
174.3
|
|
$
|
40.7
|
|
$
|
0.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Special items:
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of
purchased intangible assets (2) |
|
|
24.5
|
|
|
15.3
|
|
|
0.14
|
|
|
73.4
|
|
|
45.8
|
|
|
0.49
|
| Restructuring
costs |
|
|
3.2
|
|
|
2.2
|
|
|
0.02
|
|
|
20.0
|
|
|
13.4
|
|
|
0.15
|
| Litigation charge
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
21.2
|
|
|
12.3
|
|
|
0.13
|
| Loss
on debt conversions and prepayments |
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
23.4
|
|
|
0.25
|
| As
adjusted for special items |
|
$
|
118.9
|
|
$
|
63.3
|
|
$
|
0.61
|
|
$
|
288.9
|
|
$
|
135.6
|
|
$
|
1.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
June 30, 2009 |
|
|
|
|
|
|
|
|
Operating |
|
Net |
|
Diluted |
|
|
|
|
|
|
|
|
Income |
|
Income (1) |
|
EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As reported |
|
$
|
74.1
|
|
$
|
15.4
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Special items:
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of
purchased intangible assets (2) |
|
|
24.5
|
|
|
15.3
|
|
|
0.16
|
|
|
|
|
|
|
| Restructuring
costs |
|
|
8.1
|
|
|
5.6
|
|
|
0.06
|
|
|
|
|
|
|
| Litigation charge
|
|
|
18.1
|
|
|
10.3
|
|
|
0.11
|
|
|
|
|
|
|
| Loss
on debt conversions and prepayments |
|
|
-
|
|
|
14.7
|
|
|
0.16
|
|
|
|
|
|
|
| As
adjusted for special items |
|
$
|
124.8
|
|
$
|
61.3
|
|
$
|
0.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The tax rates applied to special items
reflect the tax expense or benefit expected to be realized based on the tax
jurisdiction of the entity generating the special item. There are certain
special items for which we expect to receive little or no tax benefit.
|
| |
|
(2) Includes amortization included in Cost of
Sales. |
| |
|
CommScope management believes that presenting
earnings information excluding the special items noted above provides meaningful
information to investors in understanding operating results and may enhance
investors' ability to analyze financial and business trends, when considered
together with the GAAP financial measures. In addition, CommScope management
believes that these non-GAAP financial measures allow investors to compare
period to period more easily by excluding items that could have a
disproportionately negative or positive impact on results in any particular
period. |
| |
| |
| CommScope, Inc. |
| Reconciliation of GAAP Measures to Adjusted Measures
|
| (Unaudited -- In millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, 2008 |
|
September 30, 2008 |
|
|
Operating |
|
Net |
|
Diluted |
|
Operating |
|
Income |
|
Diluted |
|
|
Income |
|
Income (1) |
|
EPS |
|
Income |
|
(Loss) (1) |
|
EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As reported |
|
$
|
127.5
|
|
|
$
|
84.7
|
|
|
$
|
1.05
|
|
|
$
|
252.9
|
|
|
$
|
113.9
|
|
|
$
|
1.43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Special items:
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of
purchased intangible assets (2) |
|
|
28.0
|
|
|
|
17.5
|
|
|
|
0.22
|
|
|
|
85.0
|
|
|
|
53.8
|
|
|
|
0.67
|
|
| Purchase
accounting adjustments related to inventory |
|
|
1.8
|
|
|
|
1.1
|
|
|
|
0.01
|
|
|
|
59.3
|
|
|
|
38.3
|
|
|
|
0.47
|
|
| Restructuring
costs |
|
|
2.4
|
|
|
|
2.1
|
|
|
|
0.03
|
|
|
|
25.1
|
|
|
|
24.8
|
|
|
|
0.31
|
|
| Acquisition and
one-time transition costs |
|
|
(9.6
|
)
|
|
|
(6.0
|
)
|
|
|
(0.07
|
)
|
|
|
(5.7
|
)
|
|
|
(3.5
|
)
|
|
|
(0.04
|
)
|
| Release of income
tax valuation allowance |
|
|
-
|
|
|
|
(5.0
|
)
|
|
|
(0.06
|
)
|
|
|
-
|
|
|
|
(5.0
|
)
|
|
|
(0.06
|
)
|
| Settlement of tax
audits |
|
|
|
|
|
|
|
|
|
|
(3.9
|
)
|
|
|
(0.05
|
)
|
| Cost
related to conversion of 1% debentures |
|
|
|
|
|
|
|
|
|
|
2.8
|
|
|
|
0.03
|
|
| As
adjusted for special items |
|
$
|
150.1
|
|
|
$
|
94.4
|
|
|
$
|
1.18
|
|
|
$
|
416.6
|
|
|
$
|
221.2
|
|
|
$
|
2.76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
June 30, 2008 |
|
|
|
|
|
|
|
|
Operating |
|
Net |
|
Diluted |
|
|
|
|
|
|
|
|
Income |
|
Income (1) |
|
EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| As reported |
|
$
|
97.6
|
|
|
$
|
40.2
|
|
|
$
|
0.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Special items:
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of
purchased intangible assets (2) |
|
|
28.5
|
|
|
|
17.8
|
|
|
|
0.22
|
|
|
|
|
|
|
|
| Purchase
accounting adjustments related to inventory |
|
|
4.7
|
|
|
|
2.9
|
|
|
|
0.04
|
|
|
|
|
|
|
|
| Restructuring
costs |
|
|
22.6
|
|
|
|
22.5
|
|
|
|
0.28
|
|
|
|
|
|
|
|
| Acquisition and
one-time transition costs |
|
|
0.9
|
|
|
|
0.6
|
|
|
|
0.01
|
|
|
|
|
|
|
|
| Settlement of tax
audits |
|
|
-
|
|
|
|
(3.9
|
)
|
|
|
(0.05
|
)
|
|
|
|
|
|
|
| Cost
related to conversion of 1% debentures |
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
| As
adjusted for special items |
|
$
|
154.3
|
|
|
$
|
80.1
|
|
|
$
|
1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The tax rates applied to special items
reflect the tax expense or benefit expected to be realized based on the tax
jurisdiction of the entity generating the special item. There are certain
special items for which we expect to receive little or no tax benefit.
|
| |
|
(2) Includes amortization included in Cost of
Sales. |
| |
|
CommScope management believes that presenting
earnings information excluding the special items noted above provides meaningful
information to investors in understanding operating results and may enhance
investors' ability to analyze financial and business trends, when considered
together with the GAAP financial measures. In addition, CommScope management
believes that these non-GAAP financial measures allow investors to compare
period to period more easily by excluding items that could have a
disproportionately negative or positive impact on results in any particular
period. |
| |
| |
|
 | |
| |
| |
|