CommScope, Inc. (NYSE: CTV) today announced fourth quarter results for the period ended December 31, 2004, which includes results for the Connectivity Solutions business acquired in January 2004 from Avaya Inc. The Company reported sales of $295.6 million and a net loss of $7.1 million, or $0.13 per share, for the fourth quarter. The reported net loss includes special, after-tax charges of $9.1 million related to the organizational and cost-reduction initiatives at the Omaha, Nebraska manufacturing facility. Excluding this charge, adjusted earnings were $2.0 million, or $0.04 per diluted share. A reconciliation of reported GAAP earnings per share to adjusted results for the fourth quarter and calendar year is attached.
For the fourth quarter of 2003, CommScope reported sales of $153.7 million and a net loss of $17.2 million, or $0.29 per share. The fourth quarter 2003 earnings reflected after-tax equity in losses of OFS BrightWave, LLC of $20.9 million, or $0.35 per share.
"Fourth quarter results were mixed," stated Frank M. Drendel, CommScope Chairman and Chief Executive Officer. "Our sales were better than expected. However, as previously announced, ongoing cost pressures negatively affected our fourth quarter operating margin. We announced price increases and the restructuring of the Omaha manufacturing facility in the fourth quarter of 2004. During 2005, we intend to work diligently to offset higher costs and improve under-performing product lines."
Sales for the fourth quarter of 2004 rose 2.9% year over year on a pro forma basis. Below is a sales summary that reflects fourth quarter 2004 sales compared to the third quarter of 2004 and the fourth quarter of 2003 (pro forma). The pro forma sales information includes the historical results of the Connectivity Solutions business as operated and publicly reported by Avaya Inc. All subsequent year-over-year sales comparisons are made on a pro forma basis:
Actual Actual Pro Forma Fourth Third Fourth $ Change % Change ($ in millions) Quarter Quarter Quarter Pro Forma Pro Forma 2004 2004 2003 YOY Seq. YOY Seq. Cable Segment Broadband/Video $124.6 $124.8 $121.8 $2.8 -$0.2 2.3% -0.2% LAN $27.3 $30.1 $22.2 $5.1 -$2.8 23.0% -9.3% Wireless/Other Telecom $11.0 $10.1 $9.8 $1.2 $0.9 12.2% 8.9% Subtotal Cable $162.9 $165.0 $153.8 $9.1 -$2.1 5.9% -1.3% Connectivity Solutions Segment SYSTIMAX $114.6 $128.6 $99.6 $15.0 -$14.0 15.1% -10.9% ExchangeMAX $11.8 $11.3 $18.0 -$6.2 $0.5 -34.4% 4.4% ICS $14.3 $12.0 $20.6 -$6.3 $2.3 -30.6% 19.2% Subtotal Connectivity Solutions $140.7 $151.9 $138.2 $2.5 -$11.2 1.8% -7.4% Intersegment eliminations -$8.0 -$7.8 -$4.6 -$3.4 -$0.2 73.9% 2.6% Total CommScope Net Sales $295.6 $309.1 $287.4 $8.2 -$13.5 2.9% -4.4%
CommScope's Cable segment sales rose approximately 6% year over year to $162.9 million and increased in all major product categories. Broadband/Video sales rose year over year mainly due to strong international growth while Local Area Network (LAN) sales rose primarily due to strong project business. Cable segment sales decreased sequentially primarily due to lower Uniprise(TM) LAN sales, which is typical in the seasonally slower fourth quarter.
Strong SYSTIMAX(R) Solutions sales drove the year-over-year growth in the Connectivity Solutions segment. SYSTIMAX Solutions(TM) sales increased approximately 15% year over year with solid domestic and international growth, but were substantially offset by lower sales of Integrated Cabinet Solutions (ICS) and ExchangeMAX(R) products. SYSTIMAX sales declined sequentially as expected in the traditionally slower fourth quarter.
Total international sales rose 21% year over year to $110.1 million or approximately 37% of total company sales.
"Our year-over-year sales growth reflects higher prices for most products, improved international business and continued expansion in the enterprise market, which includes SYSTIMAX sales from our Connectivity Solutions segment and Uniprise LAN sales from our Cable segment," noted Drendel.
Overall external orders booked in the fourth quarter of 2004 were $306.9 million. Cable segment orders were $152.3 million and Connectivity Solutions segment orders were $154.6 million.
Other Fourth Quarter 2004 Highlights
* SYSTIMAX Solutions introduced GigaSPEED(R) X10D, a revolutionary copper cabling system
capable of supporting 10 Gigabit Ethernet. The Company believes that GigaSPEED X10D
is the most advanced Unshielded Twisted Pair (UTP) cabling solution available
and is the only "end-to-end" solution that:
-- Fully complies with the latest Institute of Electrical and Electronics
Engineers (IEEE) 802.3an task force guidelines for 10GBASE-T,
-- Provides published guaranteed channel performance (not just cable)
for short and long channels up to a full 100-meter, four-connector channel,
-- Has been tested and qualified in what is viewed as worst-case
installation channel test configurations, known as the "6-around-1" cable
configuration, and -- Comes backed by a 20-year Extended Warranty and Applications Assurance.
* Gross margin for the fourth quarter of 2004 rose to 22.8%, compared to 20.2%
in the fourth quarter of 2003. Gross margin increased year over
year primarily due to the acquisition of the Connectivity Solutions business.
* Gross margin declined from the third quarter 2004 level of 25.2% primarily
due to lower sales and manufacturing volumes, an unfavorable sales mix and higher material
costs. Sales mix negatively affected gross margin sequentially in three
key ways: 1) a lower proportion of SYSTIMAX Solutions sales, which has above
Company average gross margins; 2) the international/domestic sales mix; and
3) the product mix within SYSTIMAX Solutions. The Company also experienced
higher sequential costs for plastics and other polymers as well as certain metals.
* Total depreciation and amortization expense was $15.4 million for
the fourth quarter of 2004, which included $3.8 million of intangibles amortization
and deferred financing fee amortization of $0.7 million.
* Net cash provided by operating activities in the fourth quarter of
2004 was $10.2 million, which included approximately $2.8 million in cash
costs related to the previously announced organizational and cost-reduction initiatives
at the Omaha facility.
* Capital spending for the fourth quarter of 2004 was $5.5 million.
Cost Reduction and Organizational Initiatives
Connectivity Solutions Manufacturing, Inc. (CSMI), an indirect, wholly- owned manufacturing subsidiary of CommScope, continues to implement the previously-announced organizational and cost-reduction initiatives at its Omaha facility. These initiatives are expected to be substantially in place by mid-year 2005. The primary components of the CSMI restructuring initiatives are: a) a reorganized management structure that creates more focused stand-alone management organizations for cable, apparatus and cabinets; b) re-engineered, simplified business practices and manufacturing processes; and c) a reduced number of management, production and support personnel. As a result of these initiatives, CommScope incurred approximately $14.2 million in pretax restructuring costs during the fourth quarter of 2004, which includes approximately $7.3 million of noncash costs, primarily equipment impairment. CSMI is also developing a plan for under-utilized real estate.
During the first half of 2005, the Company expects to recognize additional pretax restructuring costs of $4 to $6 million related to completing these initiatives. Annualized pretax savings resulting from the restructuring plan are projected to be $20 to $25 million once the initiatives are fully in place.
The 2.4 million square foot Omaha site is the largest production facility for SYSTIMAX, ExchangeMAX and ICS products. The facility was purchased from Avaya in conjunction with the acquisition of the Connectivity Solutions business on January 31, 2004.
Full Year Results
CommScope reported sales of $1,152.7 million for calendar year 2004, and net income of $75.8 million, or $1.15 per diluted share. Our 2004 results include the net gain on the OFS BrightWave transaction with The Furukawa Electric Co., Ltd, charges related to the acquisition and restructuring of the Connectivity Solutions business as well as a loss on the early extinguishment of debt. Please see the attached reconciliation of reported GAAP earnings per share to adjusted results.
A sales summary for calendar years 2004 and 2003 is shown below. The pro forma information is presented as if Connectivity Solutions had been acquired on January 1, 2003 and 2004, respectively. The pro forma sales information includes the historical results of the Connectivity Solutions business for January 2004 and all of 2003 as operated and publicly reported by Avaya Inc.
Pro Pro $ Change ($ in millions) Actual Forma Forma Pro Forma 2004 2004 2003 YOY % Cable Segment Broadband/Video $479.5 $479.5 $449.5 $30.0 6.7% LAN $114.3 $114.3 $93.8 $20.5 21.9% Wireless/Other Telecom $39.4 $39.4 $30.0 $9.4 31.3% Subtotal Cable $633.2 $633.2 $573.3 $59.9 10.4% Connectivity Solutions Segment SYSTIMAX $437.8 $453.6 $437.0 $16.6 3.8% ExchangeMAX $46.6 $50.2 $58.4 -$8.2 -14.0% ICS $61.6 $69.4 $63.7 $5.7 8.9% Subtotal Connectivity Solutions $546.0 $573.2 $559.1 $14.1 2.5% Intersegment eliminations -$26.5 -$28.0 -$20.1 -$7.9 39.3% Total CommScope Net Sales $1,152.7 $1,178.4 $1,112.3 $66.1 5.9%
Gross margin for calendar year 2004 was 22.1% and operating margin was 0.5%, including special charges related to the acquisition and restructuring of Connectivity Solutions. Excluding these charges, adjusted gross margin was approximately 23.4% and adjusted operating margin was approximately 4.1%.
Cash flow from operations in 2004 was $108.3 million and reflects depreciation and amortization of $60.5 million. Capital spending was $13.2 million for the year and the Company ended 2004 with $177.3 million in cash and cash equivalents.
2005 Financial Outlook
"Looking ahead to 2005, we expect sales of $1.2-$1.3 billion, primarily driven by a modest increase in sales volume as well as price increases," said CommScope Executive Vice President and Chief Financial Officer Jearld L. Leonhardt. "However, we think material and SG&A costs will be somewhat higher than our earlier projections.
"Based on this revenue outlook, we believe operating margins will rise to the 5.0%-5.5% level for the full calendar year 2005, excluding special charges. Operating margins are expected to be below our previous guidance of 6% primarily as a result of higher costs. Current analyst consensus estimates for the full year are generally in line with our revised 2005 expectations," Leonhardt said.
The Company also announced other financial guidance for calendar year 2005:
* Effective tax rate of approximately 28%-32%
* Depreciation and amortization of approximately $60 million
* Capital spending of approximately $30 million or less
* Working capital expected to grow with sales
* Omaha restructuring cost of approximately $4-$6 million to complete the
previously announced initiatives
"Historically, our sales and operating performance have been somewhat seasonal," noted Leonhardt. "Performance is typically weakest in the first and fourth quarters and strongest in third and second quarters. Consistent with this pattern, we expect the first quarter of 2005 to have the lowest sales and operating margin of the year with expected sales around $280-$300 million and operating margin in the 1%-2% range, excluding special charges.
"However, as expected sales volumes increase and we continue the Omaha restructuring program, we believe operating margins should improve significantly in the second and third quarters of 2005, assuming a relatively stable raw material environment," Leonhardt stated.
Conference Call Information
CommScope plans to host a conference call today at 9:00 a.m. EST to discuss fourth 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, domestic and international callers should dial 212-676-4911. 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 conference call will also be available via the Presentations page on CommScope's web site at http://phx.corporate-ir.net/phoenix.zhtml?c=101146&p=irol-presentations .
If you are unable to participate on the call and would like to hear a replay, you may dial 800-633-8284. International callers should dial
+1-402-977-9140 for the replay. The replay ID is 21232100. The replay will be available through Thursday, March 3rd. A webcast replay will also be archived for a limited period of time following the conference call via the Internet on CommScope's web site.
About CommScope
CommScope (NYSE: CTV) (http://www.commscope.com) is a world leader in the design and manufacture of 'last mile' cable and connectivity solutions for communication networks. Through our SYSTIMAX(R) Solutions(TM) and Uniprise Solutions(TM) brands we are the global leader in structured cabling systems for business enterprise applications. We are also the world's largest manufacturer of coaxial cable for Hybrid Fiber Coaxial applications. Backed by strong research and development, CommScope combines technical expertise and proprietary technology with global manufacturing capability to provide customers with high-performance wired or wireless cabling solutions.
Forward-Looking Statements
This press release contains forward-looking statements regarding, among other things, the business position, plans, transition, outlook, margins, revenues, earnings, synergies and other financial items relating to CommScope, and integration and restructuring plans related to CommScope's acquisition of substantially all of the assets and certain liabilities of Connectivity Solutions ("the acquisition") that are based on information currently available to management, management's beliefs and a number of assumptions concerning future events. These forward-looking statements are identified, including, without limitation, by their use of such terms and phrases as "intends," "intend," "intended," "goal," "estimate," "estimates," "expects," "expect," "expected," "project," "projects," "projected," "projections," "plans," "anticipates," "anticipated," "should," "designed to," "foreseeable future," "believe," "believes," "think," "thinks" and "scheduled" and similar expressions. Forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause the actual results to differ materially from those currently expected. The potential risks and uncertainties that could cause actual results of CommScope to differ materially include, but are not limited to, the ability to recover higher material and transportation costs from our customers through price increases; the ongoing transition, integration and restructuring associated with the acquisition, including cost reduction plans at the Omaha, Nebraska site of Connectivity Solutions Manufacturing, Inc; the impact of purchase accounting adjustments; the challenges of achieving anticipated synergies; variability in the effective tax rate; the ability to retain qualified employees and existing business alliances; maintaining satisfactory relationships with employees; customer demand for our products, applications and services; post-closing adjustments in connection with acquisitions; expected demand from major domestic MSOs; telecommunications industry capital spending; ability to maintain successful relationships with our major distributors; industry consolidation; ability of our customers to secure adequate financing to fund their infrastructure projects or to pay us; product demand and industry excess capacity; changes or fluctuations in global business conditions; competitive pricing and acceptance of our products; changes in cost and availability of key raw materials, especially those that are available only from limited sources; possible future impairment charges for goodwill and other long-lived assets; industry competition and the ability to retain customers; possible impact of customer or supplier bankruptcy, reorganization or restructuring; our ability to obtain financing and capital on commercially reasonable terms; covenant restrictions and our ability to comply with covenants in our debt agreements; ability to timely comply with Section 404 of the Sarbanes-Oxley Act and related regulations; successful operation of our vertical integration activities; successful expansion and related operation of our facilities; achievement of sales, growth and earnings goals; ability to achieve reductions in costs; ability to retain and attract key personnel; developments in technology; intellectual property protection; product performance issues and associated warranties; regulatory changes affecting us or the industries we serve; any changes required by the Securities and Exchange Commission in connection with its review of our public filings; acquisition activities and the ability to integrate acquisitions; the accounting and financial reporting impact of our stock options and convertible debt; environmental issues; terrorist activity or armed conflict; political instability; major health concerns and other factors; and any statements of belief and any statements of assumptions underlying any of the foregoing. For a more complete description of factors that could cause such a difference, please see CommScope's filings with the Securities and Exchange Commission. In providing forward-looking statements, the Company does not intend, and is not undertaking any duty or obligation, to update these statements as a result of new information, future events or otherwise.
CommScope, Inc. Condensed Consolidated Statements of Operations (Unaudited -- In thousands, except per share amounts) Three Months Ended Twelve Months Ended December 31, December 31, 2004 2003 2004 2003 Net sales $295,596 $153,747 $1,152,696 $573,260 Operating costs and expenses: Cost of sales 228,331 122,664 897,881 458,620 Selling, general and administrative 53,820 22,970 193,057 85,702 Research and development 8,928 1,634 29,336 6,164 Impairment charges for fixed assets - - - 31,728 In-process research and development charges - - 3,984 - Acquisition-related transition and startup costs 93 - 8,289 - Restructuring costs 14,243 - 14,243 - Total operating costs and expenses 305,415 147,268 1,146,790 582,214 Operating income (loss) (9,819) 6,479 5,906 (8,954) Other income (expense), net 96 590 (186) 799 Loss on early extinguishment of debt - - (5,029) - Interest expense (2,268) (2,048) (9,600) (8,596) Interest income 867 781 2,601 2,762 Income (loss) before income taxes, equity in losses of OFS BrightWave, LLC and net gain on OFS BrightWave, LLC transaction (11,124) 5,802 (6,308) (13,989) Income tax benefit (expense) 4,052 (2,148) 7,019 5,174 Income (loss) before equity in losses of OFS BrightWave, LLC and net gain on OFS BrightWave, LLC transaction (7,072) 3,654 711 (8,815) Equity in losses of OFS BrightWave, LLC, net of tax - (20,888) (1,393) (61,745) Net gain on OFS BrightWave, LLC transaction, net of tax - - 76,437 - Net income (loss) $(7,072) $(17,234) $75,755 $(70,560) Net income (loss) per share: Basic $(0.13) $(0.29) $1.32 $(1.19) Assuming dilution (a) $(0.13) $(0.29) $1.15 $(1.19) Weighted average shares outstanding: Basic 54,384 59,265 57,353 59,231 Assuming dilution (a) 54,384 59,265 67,685 59,231 (a) Calculation of net income (loss) per share, assuming dilution: Net income (loss) (basic) $(7,072) $(17,234) $75,755 $(70,560) Convertible debt add-back (b) - - 2,049 - Numerator (assuming dilution) $(7,072) $(17,234) $77,804 $(70,560) Weighted average shares (basic) 54,384 59,265 57,353 59,231 Dilutive effect of: Stock options (c) - - 1,476 - Convertible debt (b) - - 8,856 - Denominator (assuming dilution) 54,384 59,265 67,685 59,231 (b) In March 2004, the Company issued $250 million of 1% convertible senior subordinated debentures due 2024, which are convertible into shares of common stock at a conversion rate of 45.9770 shares per $1,000 principal amount representing a conversion price of $21.75 per share. These debentures are convertible into shares of CommScope common stock under specific circumstances as described in the Company's Form 10-Q for the period ended September 30, 2004. For the three months ended December 31, 2004, the debentures were antidilutive as a result of the net loss during such period and therefore were excluded from the calculation of net loss per share, assuming dilution. (c) For the three months ended December 31, 2004 and 2003 and the twelve months ended December 31, 2003, stock options were antidilutive as a result of the net loss during such period and were therefore excluded from the calculation of net loss per share, assuming dilution. CommScope, Inc. Condensed Consolidated Balance Sheets (Unaudited -- In thousands, except share amounts) December 31, December 31, 2004 2003 Assets Cash and cash equivalents $177,251 $206,038 Accounts receivable, less allowance for doubtful accounts of $12,761 and $12,145, respectively 122,612 69,461 Inventories 108,342 32,723 Prepaid expenses and other current assets 13,244 8,389 Deferred income taxes 26,644 14,061 Total current assets 448,093 330,672 Property, plant and equipment, net 311,453 176,290 Goodwill 151,384 151,368 Other intangibles, net 82,315 6,330 Deferred income taxes 17,341 44,756 Advances to OFS BrightWave, LLC - 13,361 Other assets 19,993 17,004 Total Assets $1,030,579 $739,781 Liabilities and Stockholders' Equity Accounts payable $52,898 $14,659 Other accrued liabilities 90,775 35,377 Current portion of long-term debt 13,000 - Total current liabilities 156,673 50,036 Long-term debt 297,300 183,300 Pension and postretirement benefit liabilities 90,620 24,560 Other noncurrent liabilities 36,523 26,179 Total Liabilities 581,116 284,075 Commitments and contingencies Stockholders' Equity: Preferred stock, $.01 par value; Authorized shares: 20,000,000; Issued and outstanding shares: None at December 31, 2004 and December 31, 2003 - - Common stock, $.01 par value; Authorized shares: 300,000,000; Issued shares, including treasury stock: 64,687,745 at December 31, 2004 and 61,861,376 at December 31, 2003; Issued and outstanding shares: 54,487,745 at December 31, 2004 and 59,318,276 at December 31, 2003 647 619 Additional paid-in capital 432,839 384,889 Retained earnings 166,710 90,955 Accumulated other comprehensive loss (5,198) (7,533) Treasury stock, at cost: 10,200,000 shares at December 31, 2004 and 2,543,100 at December 31, 2003 (145,535) (13,224) Total Stockholders' Equity 449,463 455,706 Total Liabilities and Stockholders' Equity $1,030,579 $739,781 CommScope, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited -- In thousands) Twelve Months Ended December 31, 2004 2003 Operating Activities: Net income (loss) $75,755 $(70,560) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 60,534 34,162 In-process research and development charges 3,984 - Gain on OFS BrightWave, LLC transaction, pretax (132,425) - Impairment of note receivable from OFS BrightWave, LLC, pretax 11,098 - Equity in losses of OFS BrightWave, LLC, pretax 2,258 98,174 Impairment charges for fixed assets - 31,728 Restructuring costs related to fixed asset impairment and curtailment 7,332 - Proceeds from assignment of receivables - 12,524 Deferred income taxes 14,104 (36,619) Tax benefit from stock option exercises 2,387 180 Changes in assets and liabilities 63,321 21,855 Net cash provided by operating activities 108,348 91,444 Investing Activities: Additions to property, plant and equipment (13,211) (5,322) Acquisition of Connectivity Solutions (292,765) (2,141) Proceeds from disposal of fixed assets 5,678 763 Net cash used in investing activities (300,298) (6,700) Financing Activities: Proceeds from issuance of long-term debt 100,000 - Principal payments on long-term debt (50,500) - Proceeds from issuance of convertible debentures 250,000 - Repayment of convertible notes (172,500) - Proceeds from issuance of stock 32,853 - Long-term financing costs (10,730) (1,901) Proceeds from exercise of stock options 13,238 1,169 Net cash provided by (used in) financing activities 162,361 (732) Effect of exchange rate changes on c 802 1,924 Change in cash and cash equivalents (28,787) 85,936 Cash and cash equivalents, beginning of period 206,038 120,102 Cash and cash equivalents, end of period $177,251 $206,038 CommScope Reconciliation of GAAP Earnings Per Share to Adjusted Results Fourth Quarter and Calendar Year 2004 Unaudited Fourth Calendar Quarter Year 2004 2004 GAAP Results Reported ($0.13) $1.15 Special items: Gain on OFS BrightWave, LLC transaction - ($1.13) Impact of purchase accounting adjustments - $0.15 Acquisition-related in-process research & development - $0.04 Acquisition-related transition & startup - $0.09 Loss on early extinguishment of debt - $0.05 Tax benefit from prior period loss - ($0.02) Omaha restructuring costs $0.17 $0.13 Total special items $0.17 ($0.69) Adjusted Results $0.04 $0.46 Share reconciliation (millions of shares): Basic Shares 54.384 57.353 Stock Options 1.444 1.476 Convertible Debt, due 2024 antidilutive 8.856 Diluted Shares 55.828 67.685 CommScope management believes that presenting earnings per share information excluding special after-tax items noted above, principally relating to the OFS BrightWave, LLC transaction and CommScope's acquisition and restructuring of the Connectivity Solutions business provides meaningful information to investors because the adjusted results eliminate special charges which are not related to CommScope's ongoing operations, and therefore allows investors to more easily compare results period to period.
CommScope, Inc.
Investor Relations,
Phil Armstrong, +1-828-323-4848,
or
Media Relations,
Betsy Lambert, APR, +1-828-323-4873,