-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OEkQjpJywKZhpYh576gNYh8/6xQ6kv/nAHUK13MI8mANcsuTPdQja5vKJVlBAAth T2lO0oyekbqGfC7RYfZh5g== 0000895345-04-000156.txt : 20040315 0000895345-04-000156.hdr.sgml : 20040315 20040315080545 ACCESSION NUMBER: 0000895345-04-000156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040315 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMSCOPE INC CENTRAL INDEX KEY: 0001035884 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 364135495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12929 FILM NUMBER: 04667720 BUSINESS ADDRESS: STREET 1: 1100 COMMSCOPE PLACE SE CITY: HICKORY STATE: NC ZIP: 28602 BUSINESS PHONE: 8283242200 MAIL ADDRESS: STREET 1: 1100 COMMSCOPE PLACE SE CITY: HICKORY STATE: NC ZIP: 28602 8-K 1 lh8k.txt =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------- DATE OF REPORT: MARCH 15, 2004 DATE OF EARLIEST EVENT REPORTED: MARCH 15, 2004 COMMSCOPE, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-12929 36-4135495 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification Number) incorporation) 1100 COMMSCOPE PLACE, SE P.O. BOX 339 HICKORY, NORTH CAROLINA 28602 (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (828) 324-2200 =============================================================================== Item 7. Financial Statements and Exhibits. ---------------------------------- (c) Exhibit Description ------------------- Exhibit Description ------- ----------- 99.1 CommScope, Inc. Press Release relating to updated fourth quarter financial results dated March 15, 2004. Item 12. Results of Operations and Financial Condition. ---------------------------------------------- On March 15, 2004, CommScope, Inc. issued a press release relating to its updated financial results for the fourth quarter of 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is being furnished, not filed, pursuant to Item 12 of this Current Report on Form 8-K. 1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized. Dated: March 15, 2004 COMMSCOPE, INC. By: /s/ Jearld L. Leonhardt ---------------------------------- Name: Jearld L. Leonhardt Title: Executive Vice President and Chief Financial Officer 2 EXHIBIT INDEX ----------------- Exhibit Description -------- ----------- 99.1 CommScope, Inc. Press Release relating to updated fourth quarter financial results dated March 15, 2004. 3 EX-99.1 3 ex99-1.txt Exhibit 99.1 FOR IMMEDIATE RELEASE COMMSCOPE REVISES FOURTH QUARTER 2003 RESULTS FOR ADDITIONAL OFS BRIGHTWAVE NONCASH CHARGES - ------------------------------------------------------------------------ HICKORY, NC -- (MARCH 15, 2004) CommScope, Inc. (NYSE: CTV) today announced final fourth quarter 2003 results for the period ended December 31, 2003. There was no change in CommScope's preliminary operating results reported on February 19, 2004, other than additional equity in losses of OFS BrightWave, LLC. CommScope's final, audited 2003 results are included in the Company's Form 10-K, which it plans to file with the Securities and Exchange Commission today. CommScope's equity-method investee, OFS BrightWave, recently performed an impairment analysis of its fixed assets and identified intangible assets primarily due to the difficult global business conditions for optical fiber and fiber optic cable. As a result, for the fourth quarter of 2003 OFS BrightWave recorded impairment charges totaling $202.3 million, which include $101.3 million for its identified intangible assets and $101.0 million for tangible property, plant and equipment. The losses incurred by OFS BrightWave in 2003 resulted in a members' deficit of $130.8 million as of December 31, 2003 and reduced CommScope's equity in the net assets of OFS BrightWave to zero. CommScope's share of OFS BrightWave's losses in excess of its equity investment was recognized for accounting purposes as a reduction of its advances to OFS BrightWave, based on CommScope's proportionate share of OFS BrightWave's long-term debt, which was 11.66% as of December 31, 2003. However, these charges have no effect on its contractual right to sell our ownership interest in OFS BrightWave to Furukawa for a cash payment equal to our original investment in and advances to OFS BrightWave. CommScope's ownership interest in OFS BrightWave currently remains unchanged. CommScope recorded after-tax charges of $20.9 million, or $0.35 per share, in the fourth quarter of 2003 for its share of the losses of OFS BrightWave related to the Company's ownership interest in this venture. The preliminary equity in losses of OFS BrightWave included in the initial fourth-quarter earnings release was $4.6 million, or $0.08 per share. CommScope's final fourth quarter 2003 results were a net loss of $17.2 million, or $0.29 per share, which included after-tax equity in losses of OFS BrightWave. For calendar year 2003, CommScope reported a net loss of $70.6 million or $1.19 per share. CommScope's 2003 results include: a) after-tax equity in losses of OFS BrightWave of $61.7 million or $1.04 per share; and b) impairment charges primarily related to uninstalled, underutilized and idle broadband cable manufacturing equipment of $20.0 million after tax or $0.34 per share. Final fourth quarter and calendar year 2003 results are attached. 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. We are the global leader in structured cabling systems for business enterprise applications and the world's largest manufacturer of coaxial cable for Hybrid Fiber Coaxial (HFC) 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 from the central office to the home. FORWARD-LOOKING STATEMENTS - -------------------------- This press release contains forward-looking statements regarding among other things, the business position, plans, transition, outlook, margins, revenues, earnings, accretion, synergies and other financial items, and integration and restructuring plans related to CommScope's acquisition of substantially all of the assets and certain liabilities of Connectivty Solutions that are based on information currently available to management, management's beliefs and a number of assumptions concerning future events. 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 of the company to complete the acquisition of certain international operations; the challenges of transition, integration and restructuring associated with the acquisition; purchase accounting adjustments; the challenges of achieving anticipated synergies; the ability to retain qualified employees and existing business alliances; maintaining satisfactory relationships with represented employees; customer demand for Connectivity Solutions` products, applications and service; any statements of belief and any statements of assumptions underlying any of the foregoing; expected demand from Comcast Corporation and other major domestic MSOs; telecommunications industry capital spending; ability to maintain successful relationships with 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; financial performance and limited control of OFS BrightWave; 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; ability to recover higher material and transportation costs from our customers through price increases; possible future impairment charges for goodwill and other long-lived assets; industry competition and the ability to retain customers; possible disruption due to 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; successful operation of bimetals manufacturing and other 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; adequacy and availability of insurance; regulatory changes affecting us or the industries we serve; acquisition activities and the ability to integrate acquisitions; environmental issues; terrorist activity or armed conflict; political instability; major health concerns and other factors. 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. CONTACTS: PHIL ARMSTRONG BETSY LAMBERT, APR INVESTOR RELATIONS MEDIA RELATIONS (828) 323-4848 (828) 323-4873 COMMSCOPE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED -- IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended Twelve Months Ended December 31, December 31, ----------------------- ---------------------- 2003 2002 2003 2002 ----------- ---------- ---------- ---------- Net sales $ 153,747 $ 135,883 $ 573,260 $ 598,467 ---------- ---------- --------- --------- Operating costs and expenses: Cost of sales 122,664 109,552 458,620 477,912 Selling, general and administrative 22,970 21,915 85,702 104,716 Research and development 1,634 1,306 6,164 6,153 Impairment charges for fixed assets - - 31,728 25,096 ---------- ---------- --------- ---------- Total operating costs and expenses 147,268 132,773 582,214 613,877 ---------- ---------- --------- ---------- Operating income (loss) 6,479 3,110 (8,954) (15,410) Other income, net 590 110 799 861 Interest expense (2,048) (2,354) (8,596) (9,214) Interest income 781 773 2,762 2,475 ---------- ---------- --------- ---------- Income (loss) before income taxes and equity in losses of OFS BrightWave, LLC 5,802 1,639 (13,989) (21,288) Income tax (expense) benefit (2,148) (607) 5,174 7,858 ---------- ---------- --------- ---------- Income (loss) before equity in losses of OFS BrightWave, LLC 3,654 1,032 (8,815) (13,430) Equity in losses of OFS BrightWave, LLC, net of tax (20,888) (4,483) (61,745) (53,722) ---------- ---------- --------- ---------- Net loss $ (17,234) $ (3,451) $ (70,560) $ (67,152) ========== ========== ========= ========== Net loss per share: Basic $ (0.29) $ (0.06) $ (1.19) $ (1.10) Assuming dilution $ (0.29) $ (0.06) $ (1.19) $ (1.10) Weighted average shares outstanding: Basic 59,265 59,468 59,231 61,171 Assuming dilution 59,265 59,468 59,231 61,171
COMMSCOPE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
December 31, December 31, 2003 2002 -------------- ------------ ASSETS Cash and cash equivalents $ 206,038 $ 120,102 Accounts receivable, less allowance for doubtful accounts of $12,145 and $11,811, respectively 69,461 64,787 Inventories 32,723 36,254 Prepaid expenses and other current assets 8,389 20,737 Deferred income taxes 14,061 16,579 ------------- ----------- Total current assets 330,672 258,459 Property, plant and equipment, net 176,290 229,515 Goodwill 151,368 151,334 Other intangibles, net of accumulated amortization of $42,435 and $39,930, respectively 6,330 8,835 Deferred income taxes 44,756 3,572 Investment in and advances to OFS BrightWave, LLC 13,361 111,528 Other assets 17,004 9,425 ------------- ----------- Total Assets $ 739,781 $ 772,668 ============= =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 14,659 $ 18,483 Other accrued liabilities 35,377 26,005 ------------- ----------- Total current liabilities 50,036 44,488 Long-term debt 183,300 183,300 Other noncurrent liabilities 50,739 27,345 ------------- ----------- Total Liabilities 284,075 255,133 Commitments and contingencies Stockholders' Equity: Preferred stock, $.01 par value; Authorized shares: 20,000,000; Issued and outstanding shares: None at December 31, 2003 and 2002 - - Common stock, $.01 par value; Authorized shares: 300,000,000; Issued shares, including treasury stock: 61,861,376 at December 31, 2003 and 61,762,667 at December 31, 2002; Issued and outstanding shares: 59,318,276 at December 31, 2003 and 59,219,567 at December 31, 2002 619 618 Additional paid-in capital 384,889 383,541 Retained earnings 90,955 161,515 Accumulated other comprehensive loss (7,533) (14,915) Treasury stock, at cost: 2,543,100 shares at December 31, 2003 and 2002 (13,224) (13,224) ------------- ----------- Total Stockholders' Equity 455,706 517,535 ------------- ----------- Total Liabilities and Stockholders' Equity $ 739,781 $ 772,668 ============= ===========
COMMSCOPE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
Year Ended December 31, ------------------------ 2003 2002 ----------- ----------- OPERATING ACTIVITIES: Net loss $ (70,560) $ (67,152) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 34,162 36,916 Equity in losses of OFS BrightWave, LLC, pretax 98,174 85,445 Impairment charges for fixed assets 31,728 25,096 Proceeds from assignment of receivables 12,524 - Deferred income taxes (36,619) (23,973) Tax benefit from stock option exercises 180 128 Changes in assets and liabilities: 21,855 47,365 --------- --------- Net cash provided by operating activities 91,444 103,825 INVESTING ACTIVITIES: Additions to property, plant and equipment (5,322) (22,616) Costs related to acquisition of Connectivity Solutions (2,141) - Proceeds from disposal of fixed assets 763 413 --------- --------- Net cash used in investing activities (6,700) (22,203) FINANCING ACTIVITIES: Principal payments on long-term debt - (12,476) Cost of treasury stock repurchase - (13,224) Long-term financing costs (1,901) (416) Proceeds from exercise of stock options 1,169 1,029 --------- --------- Net cash used in financing activities (732) (25,087) Effect of exchange rate changes on cash 1,924 1,638 --------- --------- Change in cash and cash equivalents 85,936 58,173 Cash and cash equivalents, beginning of year 120,102 61,929 --------- --------- Cash and cash equivalents, end of year $ 206,038 $ 120,102 ========= =========
-----END PRIVACY-ENHANCED MESSAGE-----