CommScope Reports Third Quarter 2023 Results
Third Quarter Highlights
-
Net sales of
$1.600 billion -
Core net sales of
$1.350 billion * -
GAAP net loss of
$828.7 million , including asset impairments of$895.1 million -
Non-GAAP adjusted EBITDA of
$248.6 million -
Core adjusted EBITDA of
$245.5 million * -
Cash flow generated by operations of
$138.8 million and non-GAAP adjusted free cash flow of$181.7 million
* References to certain supplementary “Core” financial measures reflect the results of the Connectivity and Cable Solutions (CCS), Networking, Intelligent Cellular and Security Solutions (NICS), Outdoor Wireless Networks (OWN) and Access Network Solutions segments (ANS), in the aggregate. Core financial measures exclude the results and performance of the Home Networks (Home) segment. See the third quarter segment comparison tables below showing the aggregation of the Core financial measures.
Summary of Consolidated Results |
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|
|
Q3 |
|
|
Q3 |
|
|
% Change |
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|||
|
|
2023 |
|
|
2022 |
|
|
YOY |
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|||
|
|
(in millions, except per share amounts) |
|
|||||||||
Net sales |
|
$ |
1,599.5 |
|
|
$ |
2,381.4 |
|
|
|
(32.8 |
)% |
Core net sales (1) |
|
|
1,350.1 |
|
|
|
1,990.0 |
|
|
|
(32.2 |
) |
GAAP net income (loss) |
|
|
(828.7 |
) |
|
|
22.9 |
|
|
|
(3,718.8 |
) |
GAAP net income (loss) per share |
|
|
(3.98 |
) |
|
|
0.04 |
|
|
|
(10,050.0 |
) |
Non-GAAP adjusted EBITDA (2) |
|
|
248.6 |
|
|
|
347.6 |
|
|
|
(28.5 |
) |
Core adjusted EBITDA (1) |
|
|
245.5 |
|
|
|
352.9 |
|
|
|
(30.4 |
) |
Non-GAAP adjusted net income per diluted share (2) |
|
|
0.13 |
|
|
|
0.50 |
|
|
|
(74.0 |
) |
NM – Not meaningful |
(1) “Core” financial measures reflect the results of the CCS, NICS, OWN and ANS segments, in the aggregate, and exclude the results of the Home segment. See the third quarter segment comparison tables below showing the aggregation of the Core financial measures. |
(2) See “Non-GAAP Financial Measures” and “Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures” below. |
“In the third quarter,
“Based on current visibility driven by a weaker demand outlook for the remainder of 2023, we reduced our Core adjusted EBITDA guideposts to a range of
Impacts of Current Economic Conditions
Macroeconomic factors such as higher interest rates, inflation and concerns about a global economic slow-down have softened demand for CommScope’s products, with certain customers reducing purchases as they right-size their inventories and others pausing capital spending. This has negatively impacted the Company’s net sales in certain segments during the first three quarters of 2023 and may continue to negatively impact net sales during the remainder of 2023 and into the first half of 2024. Conversely, in some of CommScope’s segments, the Company has seen higher demand and favorable pricing impacts that have partially offset the impact of lower demand in its other segments.
Third Quarter Results and Comparisons
Net sales in the third quarter of 2023 decreased 32.8% year-over-year to
Net loss attributable to common stockholders of
Non-GAAP adjusted EBITDA decreased 28.5% to
Reconciliations of the reported GAAP results to non-GAAP adjusted results are included below.
Third Quarter Comparisons
Sales by Region |
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|
|
|
% Change |
|||||||
|
|
Q3 2023 |
|
|
Q3 2022 |
|
|
YOY |
||||
|
|
$ |
957.4 |
|
|
$ |
1,495.1 |
|
|
|
(36.0 |
)% |
|
|
|
297.8 |
|
|
|
396.0 |
|
|
|
(24.8 |
) |
|
|
|
172.2 |
|
|
|
210.9 |
|
|
|
(18.3 |
) |
|
|
|
74.9 |
|
|
|
148.6 |
|
|
|
(49.6 |
) |
|
|
|
97.2 |
|
|
|
130.8 |
|
|
|
(25.7 |
) |
Total net sales |
|
$ |
1,599.5 |
|
|
$ |
2,381.4 |
|
|
|
(32.8 |
)% |
Segment |
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|
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% Change |
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|
|
Q3 2023 |
|
|
Q3 2022 |
|
|
YOY |
||||
CCS |
|
$ |
632.5 |
|
|
$ |
1,007.7 |
|
|
|
(37.2 |
)% |
NICS |
|
|
289.0 |
|
|
|
257.9 |
|
|
|
12.1 |
|
OWN |
|
|
210.3 |
|
|
|
382.1 |
|
|
|
(45.0 |
) |
ANS |
|
|
218.3 |
|
|
|
342.3 |
|
|
|
(36.2 |
) |
Core net sales |
|
|
1,350.1 |
|
|
|
1,990.0 |
|
|
|
(32.2 |
) |
Home |
|
|
249.4 |
|
|
|
391.4 |
|
|
|
(36.3 |
) |
Total net sales |
|
$ |
1,599.5 |
|
|
$ |
2,381.4 |
|
|
|
(32.8 |
)% |
Segment Operating Income (Loss) |
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|
|
|
|
|
|
|
|
% Change |
||||
|
|
Q3 2023 |
|
|
Q3 2022 |
|
|
YOY |
||||
CCS |
|
$ |
23.6 |
|
|
$ |
143.2 |
|
|
|
(83.5 |
)% |
NICS |
|
|
43.9 |
|
|
|
1.2 |
|
|
|
3,558.3 |
|
OWN |
|
|
34.0 |
|
|
|
66.7 |
|
|
|
(49.0 |
) |
ANS |
|
|
(427.1 |
) |
|
|
(15.8 |
) |
|
|
2,603.2 |
|
Core operating income (loss) |
|
|
(325.6 |
) |
|
|
195.3 |
|
|
|
(266.7 |
) |
Home |
|
|
(500.2 |
) |
|
|
(39.7 |
) |
|
|
1,159.9 |
|
Total operating income (loss) |
|
$ |
(825.8 |
) |
|
$ |
155.6 |
|
|
|
(630.7 |
)% |
Segment Adjusted EBITDA (See "Non-GAAP Financial Measures," below) |
||||||||||||
|
|
|
|
|
|
|
|
% Change |
||||
|
|
Q3 2023 |
|
|
Q3 2022 |
|
|
YOY |
||||
CCS |
|
$ |
78.7 |
|
|
$ |
188.2 |
|
|
|
(58.2 |
)% |
NICS |
|
|
63.0 |
|
|
|
24.7 |
|
|
|
155.1 |
|
OWN |
|
|
45.3 |
|
|
|
82.2 |
|
|
|
(44.9 |
) |
ANS |
|
|
58.5 |
|
|
|
57.8 |
|
|
|
1.2 |
|
Core adjusted EBITDA |
|
|
245.5 |
|
|
|
352.9 |
|
|
|
(30.4 |
) |
Home |
|
|
3.1 |
|
|
|
(5.3 |
) |
|
NM |
|
|
Total segment adjusted EBITDA |
|
$ |
248.6 |
|
|
$ |
347.6 |
|
|
|
(28.5 |
)% |
-
CCS - Net sales of
$632.5 million decreased 37.2% from the prior year period primarily driven by declines in Network Cable and Connectivity and Building and Data Center Connectivity. -
NICS - Net sales of
$289.0 million increased 12.1% from the prior year period primarily driven by growth in Ruckus and Intelligent Cellular Networks. -
OWN - Net sales of
$210.3 million decreased 45.0% from the prior year period primarily driven by declines in Base Station Antennas and HELIAX product sales. -
ANS - Net sales of
$218.3 million decreased 36.2% from the prior year period primarily driven by declines in Access Technologies and Converged Network Systems. -
Home - Net sales of
$249.4 million decreased 36.3% from the prior year period driven by declines in Broadband Home Solutions and Home Media Solutions. As previously announced, onOctober 2, 2023 ,CommScope signed an agreement withVantiva SA to divest of its Home segment. The transaction is expected to close in the first quarter of 2024.
Cash Flow and Balance Sheet
-
GAAP cash flow generated by operations was
$138.8 million . -
Non-GAAP adjusted free cash flow was
$181.7 million after adjusting operating cash flow for$8.7 million of additions to property, plant and equipment,$40.1 million of cash paid for restructuring costs and$11.5 million of cash paid for transaction, transformation and integration costs. -
The Company ended the quarter with
$518.9 million in cash and cash equivalents. -
As of
September 30, 2023 , the Company had no outstanding borrowings under its asset-based revolving credit facility and had availability of$771.4 million , after giving effect to borrowing base limitations and outstanding letters of credit. The Company ended the quarter with total liquidity of approximately$1,290.3 million .
Conference Call, Webcast and Investor Presentation
As previously announced,
The live, listen-only audio of the call will be available through a link on the Events and Presentations page of CommScope’s Investor Relations website.
A webcast replay will be archived on CommScope’s website for a limited period of time following the conference call.
During the conference call, the Company may discuss and answer questions concerning business and financial developments and trends that have occurred after quarter-end, including questions relating to the planned divestiture of the Home segment. The Company’s responses to questions, as well as other matters discussed during the conference call, may contain or constitute information that has not been disclosed previously.
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Non-GAAP Financial Measures
Core Measures
Forward Looking Statements
This press release or any other oral or written statements made by us or on our behalf may include forward-looking statements that reflect our current views with respect to future events and financial performance. These statements may discuss goals, targets, intentions or expectations as to future plans, trends, events, results of operations or financial condition or otherwise, in each case, based on current beliefs and expectations of management, as well as assumptions made by, and information currently available to, management. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “potential,” “anticipate,” “should,” “could,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.
These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, our dependence on customers’ capital spending on data, communication and entertainment equipment, which could be negatively impacted by a regional or global economic downturn, among other factors; the potential impact of higher than normal inflation; concentration of sales among a limited number of customers and channel partners; risks associated with our sales through channel partners; changes to the regulatory environment in which we and our customers operate; changes in technology; industry competition and the ability to retain customers through product innovation, introduction, and marketing; changes in cost and availability of key raw materials, components and commodities and the potential effect on customer pricing and timing of delivery of products to customers; risks related to our ability to implement price increases on our products and services; risks associated with our dependence on a limited number of key suppliers for certain raw materials and components; risks related to the successful execution of CommScope NEXT; potential difficulties in realigning global manufacturing capacity and capabilities among our global manufacturing facilities or those of our contract manufacturers that may affect our ability to meet customer demands for products; possible future restructuring actions; the risk that our manufacturing operations, including our contract manufacturers on which we rely, encounter capacity, production, quality, financial or other difficulties causing difficulty in meeting customer demands; substantial indebtedness and restrictive debt covenants; our ability to incur additional indebtedness and increases in interest rates; our ability to generate cash to service our indebtedness; the divestiture of the Home segment and its effect on our remaining businesses; the potential separation, divestiture or discontinuance of another business or product line, including uncertainty regarding the timing of the separation, achievement of the expected benefits and the potential disruption to the business; our ability to integrate and fully realize anticipated benefits from prior or future divestitures, acquisitions or equity investments; possible future additional impairment charges for fixed or intangible assets, including goodwill; our ability to attract and retain qualified key employees; labor unrest; product quality or performance issues, including those associated with our suppliers or contract manufacturers, and associated warranty claims; our ability to maintain effective management information technology systems and to successfully implement major systems initiatives; cyber-security incidents, including data security breaches, ransomware or computer viruses; the use of open standards; the long-term impact of climate change; significant international operations exposing us to economic risks like variability in foreign exchange rates and inflation, as well as political and other risks, including the impact of wars, regional conflicts and terrorism; our ability to comply with governmental anti-corruption laws and regulations worldwide; the impact of export and import controls and sanctions worldwide on our supply chain and ability to compete in international markets; changes in the laws and policies in
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Condensed Consolidated Statements of Operations |
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(Unaudited -- In millions, except per share amounts) |
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|
|
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|
|
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|
|
||||
|
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Three Months Ended |
|
|
Nine Months Ended |
|
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|
|
|
|
|
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net sales |
|
$ |
1,599.5 |
|
|
$ |
2,381.4 |
|
|
$ |
5,519.4 |
|
|
$ |
6,910.2 |
|
Cost of sales |
|
|
1,053.3 |
|
|
|
1,645.1 |
|
|
|
3,664.3 |
|
|
|
4,854.4 |
|
Gross profit |
|
|
546.2 |
|
|
|
736.3 |
|
|
|
1,855.1 |
|
|
|
2,055.8 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative |
|
|
229.7 |
|
|
|
281.7 |
|
|
|
748.1 |
|
|
|
844.9 |
|
Research and development |
|
|
125.5 |
|
|
|
161.9 |
|
|
|
432.1 |
|
|
|
498.0 |
|
Amortization of purchased intangible assets |
|
|
101.3 |
|
|
|
134.6 |
|
|
|
329.1 |
|
|
|
414.3 |
|
Restructuring costs, net |
|
|
20.4 |
|
|
|
2.5 |
|
|
|
51.8 |
|
|
|
53.1 |
|
Asset impairments |
|
|
895.1 |
|
|
|
— |
|
|
|
895.1 |
|
|
|
— |
|
Total operating expenses |
|
|
1,372.0 |
|
|
|
580.7 |
|
|
|
2,456.2 |
|
|
|
1,810.3 |
|
Operating income (loss) |
|
|
(825.8 |
) |
|
|
155.6 |
|
|
|
(601.1 |
) |
|
|
245.5 |
|
Other income, net |
|
|
6.4 |
|
|
|
5.4 |
|
|
|
14.5 |
|
|
|
6.4 |
|
Interest expense |
|
|
(171.3 |
) |
|
|
(150.9 |
) |
|
|
(504.9 |
) |
|
|
(427.5 |
) |
Interest income |
|
|
3.4 |
|
|
|
0.6 |
|
|
|
7.8 |
|
|
|
1.8 |
|
Income (loss) before income taxes |
|
|
(987.3 |
) |
|
|
10.7 |
|
|
|
(1,083.7 |
) |
|
|
(173.8 |
) |
Income tax (expense) benefit |
|
|
158.6 |
|
|
|
12.2 |
|
|
|
158.0 |
|
|
|
(4.2 |
) |
Net income (loss) |
|
|
(828.7 |
) |
|
|
22.9 |
|
|
|
(925.7 |
) |
|
|
(178.0 |
) |
Series A convertible preferred stock dividends |
|
|
(15.5 |
) |
|
|
(14.9 |
) |
|
|
(45.9 |
) |
|
|
(44.1 |
) |
Net income (loss) attributable to common stockholders |
|
$ |
(844.2 |
) |
|
$ |
8.0 |
|
|
$ |
(971.6 |
) |
|
$ |
(222.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(3.98 |
) |
|
$ |
0.04 |
|
|
$ |
(4.62 |
) |
|
$ |
(1.07 |
) |
Diluted (a) |
|
$ |
(3.98 |
) |
|
$ |
0.04 |
|
|
$ |
(4.62 |
) |
|
$ |
(1.07 |
) |
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
211.9 |
|
|
|
208.2 |
|
|
|
210.4 |
|
|
|
207.1 |
|
Diluted (a) |
|
|
211.9 |
|
|
|
211.3 |
|
|
|
210.4 |
|
|
|
207.1 |
|
(a) Calculation of diluted income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) (basic and diluted) |
|
$ |
(844.2 |
) |
|
$ |
8.0 |
|
|
$ |
(971.6 |
) |
|
$ |
(222.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares (basic) |
|
|
211.9 |
|
|
|
208.2 |
|
|
|
210.4 |
|
|
|
207.1 |
|
Dilutive effect of equity-based awards |
|
|
— |
|
|
|
3.1 |
|
|
|
— |
|
|
|
— |
|
Denominator (diluted) |
|
|
211.9 |
|
|
|
211.3 |
|
|
|
210.4 |
|
|
|
207.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
See notes to unaudited condensed consolidated financial statements included in our Form 10-Q. |
|
|
|
|||||||
Condensed Consolidated Balance Sheets |
|
|||||||
(In millions, except share amounts) |
|
|||||||
|
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|
|
|
|
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||
|
|
Unaudited
|
|
|
|
|
||
Assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
518.9 |
|
|
$ |
398.1 |
|
Accounts receivable, net of allowance for doubtful accounts
|
|
|
1,144.5 |
|
|
|
1,523.6 |
|
Inventories, net |
|
|
1,364.6 |
|
|
|
1,588.1 |
|
Prepaid expenses and other current assets |
|
|
186.7 |
|
|
|
216.4 |
|
Total current assets |
|
|
3,214.7 |
|
|
|
3,726.2 |
|
Property, plant and equipment, net of accumulated depreciation
|
|
|
539.1 |
|
|
|
609.6 |
|
|
|
|
3,635.7 |
|
|
|
4,072.4 |
|
Other intangible assets, net |
|
|
1,673.2 |
|
|
|
2,473.5 |
|
Other noncurrent assets |
|
|
1,002.9 |
|
|
|
803.7 |
|
Total assets |
|
$ |
10,065.6 |
|
|
$ |
11,685.4 |
|
Liabilities and Stockholders' Deficit |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
795.3 |
|
|
$ |
1,025.5 |
|
Accrued and other liabilities |
|
|
719.2 |
|
|
|
1,050.0 |
|
Current portion of long-term debt |
|
|
32.0 |
|
|
|
32.0 |
|
Total current liabilities |
|
|
1,546.5 |
|
|
|
2,107.5 |
|
Long-term debt |
|
|
9,353.3 |
|
|
|
9,469.6 |
|
Deferred income taxes |
|
|
105.2 |
|
|
|
173.4 |
|
Other noncurrent liabilities |
|
|
404.4 |
|
|
|
380.6 |
|
Total liabilities |
|
|
11,409.4 |
|
|
|
12,131.1 |
|
Commitments and contingencies |
|
|
|
|
|
|
||
Series A convertible preferred stock, |
|
|
1,146.3 |
|
|
|
1,100.3 |
|
Stockholders' deficit: |
|
|
|
|
|
|
||
Preferred stock, |
|
|
|
|
|
|
||
Issued and outstanding shares: 1,146,324 and 1,100,310, respectively,
|
|
|
— |
|
|
|
— |
|
Common stock, |
|
|
2.3 |
|
|
|
2.2 |
|
Additional paid-in capital |
|
|
2,554.4 |
|
|
|
2,542.9 |
|
Accumulated deficit |
|
|
(4,427.9 |
) |
|
|
(3,502.2 |
) |
Accumulated other comprehensive loss |
|
|
(317.4 |
) |
|
|
(296.3 |
) |
|
|
|
(301.5 |
) |
|
|
(292.6 |
) |
Total stockholders' deficit |
|
|
(2,490.1 |
) |
|
|
(1,546.0 |
) |
Total liabilities and stockholders' deficit |
|
$ |
10,065.6 |
|
|
$ |
11,685.4 |
|
|
|
|
|
|
|
|||
See notes to unaudited condensed consolidated financial statements included in our Form 10-Q. |
|
|
|
|||||||||||||||
Condensed Consolidated Statements of Cash Flows |
|
|||||||||||||||
(Unaudited -- In millions) |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
(828.7 |
) |
|
$ |
22.9 |
|
|
$ |
(925.7 |
) |
|
$ |
(178.0 |
) |
Adjustments to reconcile net income (loss) to net cash generated by (used in)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
138.7 |
|
|
|
172.8 |
|
|
|
442.2 |
|
|
|
529.1 |
|
Equity-based compensation |
|
|
11.3 |
|
|
|
16.4 |
|
|
|
35.5 |
|
|
|
45.3 |
|
Deferred income taxes |
|
|
(188.0 |
) |
|
|
(49.0 |
) |
|
|
(249.9 |
) |
|
|
(75.2 |
) |
Asset impairments |
|
|
895.1 |
|
|
|
— |
|
|
|
895.1 |
|
|
|
— |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts receivable |
|
|
200.6 |
|
|
|
(104.6 |
) |
|
|
375.0 |
|
|
|
(191.0 |
) |
Inventories |
|
|
82.4 |
|
|
|
(1.9 |
) |
|
|
218.0 |
|
|
|
(153.3 |
) |
Prepaid expenses and other assets |
|
|
(3.1 |
) |
|
|
(6.8 |
) |
|
|
13.2 |
|
|
|
(4.7 |
) |
Accounts payable and other liabilities |
|
|
(113.6 |
) |
|
|
(126.0 |
) |
|
|
(524.8 |
) |
|
|
(154.8 |
) |
Other |
|
|
(55.9 |
) |
|
|
(11.4 |
) |
|
|
(49.1 |
) |
|
|
(14.1 |
) |
Net cash generated by (used in) operating activities |
|
|
138.8 |
|
|
|
(87.6 |
) |
|
|
229.5 |
|
|
|
(196.7 |
) |
Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Additions to property, plant and equipment |
|
|
(8.7 |
) |
|
|
(23.6 |
) |
|
|
(43.9 |
) |
|
|
(78.7 |
) |
Proceeds from sale of property, plant and equipment |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
41.8 |
|
|
|
0.1 |
|
Other |
|
|
— |
|
|
|
0.1 |
|
|
|
20.4 |
|
|
|
16.0 |
|
Net cash generated by (used in) investing activities |
|
|
(8.6 |
) |
|
|
(23.4 |
) |
|
|
18.3 |
|
|
|
(62.6 |
) |
Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt repaid |
|
|
(8.0 |
) |
|
|
(76.0 |
) |
|
|
(24.0 |
) |
|
|
(252.0 |
) |
Long-term debt repurchases |
|
|
(17.1 |
) |
|
|
— |
|
|
|
(92.1 |
) |
|
|
— |
|
Long-term debt proceeds |
|
|
— |
|
|
|
123.0 |
|
|
|
— |
|
|
|
333.0 |
|
Dividends paid on Series A convertible preferred stock |
|
|
— |
|
|
|
(14.9 |
) |
|
|
— |
|
|
|
(14.9 |
) |
Proceeds from the issuance of common shares under equity-based
|
|
|
— |
|
|
|
0.1 |
|
|
|
— |
|
|
|
0.1 |
|
Tax withholding payments for vested equity-based compensation awards |
|
|
— |
|
|
|
(0.1 |
) |
|
|
(8.9 |
) |
|
|
(14.0 |
) |
Other |
|
|
— |
|
|
|
0.8 |
|
|
|
2.1 |
|
|
|
2.2 |
|
Net cash generated by (used in) financing activities |
|
|
(25.1 |
) |
|
|
32.9 |
|
|
|
(122.9 |
) |
|
|
54.4 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
(4.3 |
) |
|
|
(5.7 |
) |
|
|
(4.1 |
) |
|
|
(9.9 |
) |
Change in cash and cash equivalents |
|
|
100.8 |
|
|
|
(83.8 |
) |
|
|
120.8 |
|
|
|
(214.8 |
) |
Cash and cash equivalents at beginning of period |
|
|
418.1 |
|
|
|
229.3 |
|
|
|
398.1 |
|
|
|
360.3 |
|
Cash and cash equivalents at end of period |
|
$ |
518.9 |
|
|
$ |
145.5 |
|
|
$ |
518.9 |
|
|
$ |
145.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
See notes to unaudited condensed consolidated financial statements included in our Form 10-Q. |
|
|
|
|||||||||||||||
Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures |
|
|||||||||||||||
(Unaudited -- In millions, except per share amounts) |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net income (loss), as reported |
|
$ |
(828.7 |
) |
|
$ |
22.9 |
|
|
$ |
(925.7 |
) |
|
$ |
(178.0 |
) |
Income tax expense (benefit) |
|
|
(158.6 |
) |
|
|
(12.2 |
) |
|
|
(158.0 |
) |
|
|
4.2 |
|
Interest income, as reported |
|
|
(3.4 |
) |
|
|
(0.6 |
) |
|
|
(7.8 |
) |
|
|
(1.8 |
) |
Interest expense, as reported |
|
|
171.3 |
|
|
|
150.9 |
|
|
|
504.9 |
|
|
|
427.5 |
|
Other income, net, as reported |
|
|
(6.4 |
) |
|
|
(5.4 |
) |
|
|
(14.5 |
) |
|
|
(6.4 |
) |
Operating income (loss), as reported |
|
$ |
(825.8 |
) |
|
$ |
155.6 |
|
|
$ |
(601.1 |
) |
|
$ |
245.5 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of purchased intangible assets |
|
|
101.3 |
|
|
|
134.6 |
|
|
|
329.1 |
|
|
|
414.3 |
|
Restructuring costs, net |
|
|
20.4 |
|
|
|
2.5 |
|
|
|
51.8 |
|
|
|
53.1 |
|
Equity-based compensation |
|
|
11.3 |
|
|
|
16.4 |
|
|
|
35.5 |
|
|
|
45.3 |
|
Asset impairments |
|
|
895.1 |
|
|
|
— |
|
|
|
895.1 |
|
|
|
— |
|
Transaction, transformation and integration costs |
|
|
16.8 |
|
|
|
5.9 |
|
|
|
25.9 |
|
|
|
36.4 |
|
Acquisition accounting adjustments |
|
|
0.6 |
|
|
|
1.8 |
|
|
|
1.9 |
|
|
|
5.4 |
|
Patent claims and litigation settlements |
|
|
(3.5 |
) |
|
|
0.1 |
|
|
|
(14.5 |
) |
|
|
2.3 |
|
Reserve (recovery) for Russian accounts receivable |
|
|
— |
|
|
|
(1.1 |
) |
|
|
(2.0 |
) |
|
|
2.7 |
|
Cyber incident costs |
|
|
1.7 |
|
|
|
— |
|
|
|
5.8 |
|
|
|
— |
|
Depreciation |
|
|
30.7 |
|
|
|
31.8 |
|
|
|
92.7 |
|
|
|
95.5 |
|
Total adjustments to operating income (loss) |
|
|
1,074.4 |
|
|
|
192.0 |
|
|
|
1,421.3 |
|
|
|
655.0 |
|
Non-GAAP adjusted EBITDA |
|
$ |
248.6 |
|
|
$ |
347.6 |
|
|
$ |
820.2 |
|
|
$ |
900.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss), as reported |
|
$ |
(828.7 |
) |
|
$ |
22.9 |
|
|
$ |
(925.7 |
) |
|
$ |
(178.0 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total pretax adjustments to adjusted EBITDA |
|
|
1,043.7 |
|
|
|
160.2 |
|
|
|
1,328.6 |
|
|
|
559.5 |
|
Pretax amortization of debt issuance costs and OID (1) |
|
|
6.7 |
|
|
|
6.4 |
|
|
|
20.5 |
|
|
|
19.3 |
|
Pretax gain on debt transactions (2) |
|
|
(8.6 |
) |
|
|
— |
|
|
|
(19.1 |
) |
|
|
— |
|
Tax effects of adjustments and other tax items (3) |
|
|
(179.1 |
) |
|
|
(64.9 |
) |
|
|
(234.0 |
) |
|
|
(111.3 |
) |
Non-GAAP adjusted net income |
|
$ |
34.0 |
|
|
$ |
124.6 |
|
|
$ |
170.3 |
|
|
$ |
289.5 |
|
GAAP EPS, as reported (4) |
|
$ |
(3.98 |
) |
|
$ |
0.04 |
|
|
$ |
(4.62 |
) |
|
$ |
(1.07 |
) |
Non-GAAP adjusted diluted EPS (5) |
|
$ |
0.13 |
|
|
$ |
0.50 |
|
|
$ |
0.67 |
|
|
$ |
1.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) Included in interest expense. |
|
|||||||||||||||
(2) Included in other income, net. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(3) The tax rates applied to adjustments reflect the tax expense or benefit based on the tax jurisdiction of the entity generating the adjustment. There are certain items for which we expect little or no tax effect. |
|
|||||||||||||||
(4) For all periods presented, GAAP EPS was calculated using net income (loss) attributable to common stockholders in the numerator, which includes the impact of the Series A convertible preferred stock dividend. |
|
|||||||||||||||
(5) Diluted shares used in the calculation of non-GAAP adjusted diluted EPS are 253.7 million and 250.8 million for the three months ended |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
See "Non-GAAP Financial Measures" above. |
|
|
||||||||||||
Sales by Region |
||||||||||||
(Unaudited -- In millions) |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|||
Sales by Region |
||||||||||||
|
|
|
|
|
% Change |
|||||||
|
|
Q3 2023 |
|
|
Q3 2022 |
|
|
YOY |
||||
|
|
$ |
957.4 |
|
|
$ |
1,495.1 |
|
|
|
(36.0 |
)% |
|
|
|
297.8 |
|
|
|
396.0 |
|
|
|
(24.8 |
) |
|
|
|
172.2 |
|
|
|
210.9 |
|
|
|
(18.3 |
) |
|
|
|
74.9 |
|
|
|
148.6 |
|
|
|
(49.6 |
) |
|
|
|
97.2 |
|
|
|
130.8 |
|
|
|
(25.7 |
) |
Total net sales |
|
$ |
1,599.5 |
|
|
$ |
2,381.4 |
|
|
|
(32.8 |
)% |
|
||||||||||||
Segment Information |
||||||||||||
(Unaudited -- In millions) |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|||
Segment |
||||||||||||
|
|
|
|
|
|
|
|
% Change |
||||
|
|
Q3 2023 |
|
|
Q3 2022 |
|
|
YOY |
||||
CCS |
|
$ |
632.5 |
|
|
$ |
1,007.7 |
|
|
|
(37.2 |
)% |
NICS |
|
|
289.0 |
|
|
|
257.9 |
|
|
|
12.1 |
|
OWN |
|
|
210.3 |
|
|
|
382.1 |
|
|
|
(45.0 |
) |
ANS |
|
|
218.3 |
|
|
|
342.3 |
|
|
|
(36.2 |
) |
Core net sales (1) |
|
|
1,350.1 |
|
|
|
1,990.0 |
|
|
|
(32.2 |
) |
Home |
|
|
249.4 |
|
|
|
391.4 |
|
|
|
(36.3 |
) |
Total net sales |
|
$ |
1,599.5 |
|
|
$ |
2,381.4 |
|
|
|
(32.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|||
Segment Adjusted EBITDA (2) |
||||||||||||
|
|
|
|
|
|
|
|
% Change |
||||
|
|
Q3 2023 |
|
|
Q3 2022 |
|
|
YOY |
||||
CCS |
|
$ |
78.7 |
|
|
$ |
188.2 |
|
|
|
(58.2 |
)% |
NICS |
|
|
63.0 |
|
|
|
24.7 |
|
|
|
155.1 |
|
OWN |
|
|
45.3 |
|
|
|
82.2 |
|
|
|
(44.9 |
) |
ANS |
|
|
58.5 |
|
|
|
57.8 |
|
|
|
1.2 |
|
Core adjusted EBITDA (1) |
|
|
245.5 |
|
|
|
352.9 |
|
|
|
(30.4 |
) |
Home |
|
|
3.1 |
|
|
|
(5.3 |
) |
|
NM |
|
|
Total segment adjusted EBITDA |
|
$ |
248.6 |
|
|
$ |
347.6 |
|
|
|
(28.5 |
)% |
(1) “Core” financial measures reflect the results of the CCS, NICS, OWN and ANS segments, in the aggregate, and exclude the results of the Home segment. |
||||||||||||
(2) See "Non-GAAP Financial Measures" above. |
|
|
|||||||||||||||||||||||
Reconciliation of GAAP to Segment Adjusted EBITDA |
|
|||||||||||||||||||||||
(Unaudited -- In millions) |
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Third Quarter 2023 Segment Adjusted EBITDA Reconciliation |
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
CCS |
|
|
NICS |
|
|
OWN |
|
|
ANS |
|
|
Home |
|
|
Total |
|
||||||
Operating income (loss), as reported |
|
$ |
23.6 |
|
|
$ |
43.9 |
|
|
$ |
34.0 |
|
|
$ |
(427.1 |
) |
|
$ |
(500.2 |
) |
|
$ |
(825.8 |
) |
Amortization of purchased intangible assets |
|
|
18.9 |
|
|
|
14.3 |
|
|
|
5.0 |
|
|
|
37.4 |
|
|
|
25.8 |
|
|
|
101.3 |
|
Restructuring costs (credits), net |
|
|
16.2 |
|
|
|
(1.0 |
) |
|
|
1.3 |
|
|
|
2.8 |
|
|
|
1.1 |
|
|
|
20.4 |
|
Equity-based compensation |
|
|
3.8 |
|
|
|
2.4 |
|
|
|
1.5 |
|
|
|
2.5 |
|
|
|
1.1 |
|
|
|
11.3 |
|
Asset impairments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
425.9 |
|
|
|
469.2 |
|
|
|
895.1 |
|
Transaction, transformation and integration costs |
|
|
0.1 |
|
|
|
3.1 |
|
|
|
— |
|
|
|
11.3 |
|
|
|
2.3 |
|
|
|
16.8 |
|
Acquisition accounting adjustments |
|
|
— |
|
|
|
0.2 |
|
|
|
— |
|
|
|
— |
|
|
|
0.3 |
|
|
|
0.6 |
|
Patent claims and litigation settlements |
|
|
— |
|
|
|
(3.5 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3.5 |
) |
Cyber incident costs |
|
|
0.7 |
|
|
|
0.2 |
|
|
|
0.3 |
|
|
|
0.3 |
|
|
|
0.2 |
|
|
|
1.7 |
|
Depreciation |
|
|
15.6 |
|
|
|
3.3 |
|
|
|
3.1 |
|
|
|
5.3 |
|
|
|
3.4 |
|
|
|
30.7 |
|
Segment adjusted EBITDA |
|
$ |
78.7 |
|
|
$ |
63.0 |
|
|
$ |
45.3 |
|
|
$ |
58.5 |
|
|
$ |
3.1 |
|
|
$ |
248.6 |
|
Segment adjusted EBITDA % of sales |
|
|
12.4 |
% |
|
|
21.8 |
% |
|
|
21.5 |
% |
|
|
26.8 |
% |
|
|
1.2 |
% |
|
|
15.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Third Quarter 2022 Segment Adjusted EBITDA Reconciliation |
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
CCS |
|
|
NICS |
|
|
OWN |
|
|
ANS |
|
|
Home |
|
|
Total |
|
||||||
Operating income (loss), as reported |
|
$ |
143.2 |
|
|
$ |
1.2 |
|
|
$ |
66.7 |
|
|
$ |
(15.8 |
) |
|
$ |
(39.7 |
) |
|
$ |
155.6 |
|
Amortization of purchased intangible assets |
|
|
24.1 |
|
|
|
14.7 |
|
|
|
8.1 |
|
|
|
61.7 |
|
|
|
26.0 |
|
|
|
134.6 |
|
Restructuring costs, net |
|
|
0.7 |
|
|
|
0.4 |
|
|
|
1.1 |
|
|
|
0.2 |
|
|
|
0.1 |
|
|
|
2.5 |
|
Equity-based compensation |
|
|
4.0 |
|
|
|
3.7 |
|
|
|
1.9 |
|
|
|
4.3 |
|
|
|
2.5 |
|
|
|
16.4 |
|
Transaction, transformation and integration costs |
|
|
2.2 |
|
|
|
0.6 |
|
|
|
0.9 |
|
|
|
0.9 |
|
|
|
1.2 |
|
|
|
5.9 |
|
Acquisition accounting adjustments |
|
|
— |
|
|
|
0.5 |
|
|
|
— |
|
|
|
0.8 |
|
|
|
0.4 |
|
|
|
1.8 |
|
Patent claims and litigation settlements |
|
|
0.1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
Recovery of Russian accounts receivable |
|
|
(1.0 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.1 |
) |
Depreciation |
|
|
14.8 |
|
|
|
3.6 |
|
|
|
3.5 |
|
|
|
5.7 |
|
|
|
4.2 |
|
|
|
31.8 |
|
Segment adjusted EBITDA |
|
$ |
188.2 |
|
|
$ |
24.7 |
|
|
$ |
82.2 |
|
|
$ |
57.8 |
|
|
$ |
(5.3 |
) |
|
$ |
347.6 |
|
Segment adjusted EBITDA % of sales |
|
|
18.7 |
% |
|
|
9.6 |
% |
|
|
21.5 |
% |
|
|
16.9 |
% |
|
|
(1.4 |
%) |
|
|
14.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Components may not sum to total due to rounding. |
|
|||||||||||||||||||||||
See "Non-GAAP Financial Measures" above. |
|
|
|
|||||||||||||||||||
Adjusted Free Cash Flow |
|
|||||||||||||||||||
(Unaudited -- In millions) |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted Free Cash Flow |
|
|||||||||||||||||||
|
|
Q3
|
|
|
Q4
|
|
|
Q1
|
|
|
Q2
|
|
|
Q3
|
|
|||||
Cash flow from operations |
|
$ |
(87.6 |
) |
|
$ |
386.8 |
|
|
$ |
(46.1 |
) |
|
$ |
136.8 |
|
|
$ |
138.8 |
|
Capital expenditures |
|
|
(23.6 |
) |
|
|
(22.6 |
) |
|
|
(14.4 |
) |
|
|
(20.8 |
) |
|
|
(8.7 |
) |
Free cash flow |
|
|
(111.2 |
) |
|
|
364.2 |
|
|
|
(60.5 |
) |
|
|
116.0 |
|
|
|
130.1 |
|
Transaction, transformation and integration costs |
|
|
8.7 |
|
|
|
18.7 |
|
|
|
1.4 |
|
|
|
1.7 |
|
|
|
11.5 |
|
Restructuring costs, net |
|
|
11.5 |
|
|
|
19.9 |
|
|
|
19.4 |
|
|
|
31.1 |
|
|
|
40.1 |
|
Adjusted free cash flow |
|
$ |
(91.0 |
) |
|
$ |
402.8 |
|
|
$ |
(39.7 |
) |
|
$ |
148.8 |
|
|
$ |
181.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
See "Non-GAAP Financial Measures" above. |
|
|
|
||||||||||||||
Adjusted Gross Profit and Adjusted Operating Expense |
|
||||||||||||||
(Unaudited -- In millions) |
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
GAAP to Non-GAAP Adjusted Gross Profit |
|
||||||||||||||
|
Q3 2022 |
|
Q4 2022 |
|
Q1 2023 |
|
Q2 2023 |
|
Q3 2023 |
|
|||||
Gross profit, as reported |
$ |
736.3 |
|
$ |
748.3 |
|
$ |
691.7 |
|
$ |
617.2 |
|
$ |
546.2 |
|
Equity-based compensation |
|
2.2 |
|
|
2.2 |
|
|
1.7 |
|
|
1.3 |
|
|
1.2 |
|
Acquisition accounting adjustments |
|
1.8 |
|
|
1.7 |
|
|
0.8 |
|
|
0.5 |
|
|
0.6 |
|
Patent claims and litigation settlements |
|
0.1 |
|
|
26.2 |
|
|
(11.0 |
) |
|
— |
|
|
(3.5 |
) |
Adjusted gross profit |
$ |
740.4 |
|
$ |
778.4 |
|
$ |
683.2 |
|
$ |
619.0 |
|
$ |
544.5 |
|
Adjusted gross profit as % of sales |
|
31.1 |
% |
|
33.6 |
% |
|
34.1 |
% |
|
32.3 |
% |
|
34.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|||||
GAAP to Non-GAAP Adjusted Operating Expense |
|
||||||||||||||
|
Q3 2022 |
|
Q4 2022 |
|
Q1 2023 |
|
Q2 2023 |
|
Q3 2023 |
|
|||||
Selling, general and administrative, as reported |
$ |
281.7 |
|
$ |
290.1 |
|
$ |
263.5 |
|
$ |
254.9 |
|
$ |
229.7 |
|
Research and development, as reported |
|
161.9 |
|
|
159.4 |
|
|
153.4 |
|
|
153.2 |
|
|
125.5 |
|
Operating expenses |
$ |
443.6 |
|
$ |
449.5 |
|
$ |
416.9 |
|
$ |
408.1 |
|
$ |
355.2 |
|
Equity-based compensation |
|
14.2 |
|
|
13.7 |
|
|
11.8 |
|
|
9.4 |
|
|
10.1 |
|
Transaction, transformation and integration costs |
|
5.9 |
|
|
1.9 |
|
|
2.6 |
|
|
6.5 |
|
|
16.8 |
|
Recovery for Russian accounts receivable |
|
(1.1 |
) |
|
— |
|
|
— |
|
|
(2.0 |
) |
|
— |
|
Cyber incident costs |
|
— |
|
|
— |
|
|
— |
|
|
4.1 |
|
|
1.7 |
|
Adjusted operating expense |
$ |
424.6 |
|
$ |
433.9 |
|
$ |
402.5 |
|
$ |
390.1 |
|
$ |
326.6 |
|
Adjusted operating expense as % of sales |
|
17.8 |
% |
|
18.7 |
% |
|
20.1 |
% |
|
20.3 |
% |
|
20.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|||||
Components may not sum to total due to rounding. |
|
||||||||||||||
See "Non-GAAP Financial Measures" above. |
|
|
|
|||||
Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures |
|
|||||
(Unaudited -- In millions) |
|
|||||
|
|
|
||||
Core Segment Adjusted EBITDA |
|
|
|
|
||
|
|
|
|
|
||
|
|
|
||||
|
2023 |
|
||||
Core segment operating income (1) |
$ |
25 |
|
$ |
55 |
|
Adjustments: |
|
|
|
|
||
Amortization of purchased intangible assets |
|
325 |
|
|
326 |
|
Equity-based compensation |
|
43 |
|
|
45 |
|
Restructuring costs, net and transaction, transformation and integration costs |
|
70 |
|
|
85 |
|
Asset impairments |
|
426 |
|
|
426 |
|
Acquisition accounting adjustments |
|
1 |
|
|
1 |
|
Patent claims and litigation settlements |
|
(4 |
) |
|
(4 |
) |
Cyber incident costs |
|
6 |
|
|
6 |
|
Recovery of Russian accounts receivable |
|
(2 |
) |
|
(2 |
) |
Depreciation |
|
110 |
|
|
112 |
|
Total adjustments to core operating income (1) |
|
975 |
|
|
995 |
|
Core segment adjusted EBITDA |
$ |
1,000 |
|
$ |
1,050 |
|
Adjusted Free Cash Flow |
|
|
|
|
||
|
|
|
||||
|
2023 |
|
||||
Cash flow from operations |
$ |
230 |
|
$ |
270 |
|
Capital expenditures |
|
(70 |
) |
|
(80 |
) |
Free cash flow |
|
160 |
|
|
190 |
|
Cash paid for restructuring, transaction, transformation and integration costs |
|
140 |
|
|
160 |
|
Adjusted free cash flow |
$ |
300 |
|
$ |
350 |
|
|
|
|
|
|
||
(1) “Core” financial measures reflect the results of the CCS, NICS, OWN and ANS segments, in the aggregate, and exclude the results of the Home segment. |
|
|||||
|
|
|
|
|
||
Our actual results may be impacted by additional events for which information is not currently available, such as additional restructuring activities, asset impairments, additional transaction, transformation and integration costs and other gains or losses related to events that are not currently known or measurable. |
|
|||||
|
|
|
|
|
||
See "Forward-Looking Statements" and "Non-GAAP Financial Measures" above. |
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20231109675229/en/
Investor Contact:
+1 630-281-3413
Massimo.Disabato@commscope.com
News Media Contact:
publicrelations@commscope.com
Source: