UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|||
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
(Address of principal executive offices)
Registrant’s telephone number, including area code: (
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 9, 2024, (the “Closing Date”), CommScope Holding Company, Inc. (the "Company" or “CommScope”) completed the previously announced sale of the Home Networks business (the “Home Business”) of the Company to Vantiva SA (“Vantiva”) pursuant to the Purchase Agreement (the "Purchase Agreement"), dated as of December 7, 2023. Pursuant to the Purchase Agreement, Vantiva acquired the Home Business in exchange for (i) 134,704,669 shares of Vantiva common stock, representing a 24.73% equity stake in Vantiva (determined on a fully diluted basis), (ii) $250,465 in cash (in addition to cash paid in exchange for the cash on the Home Business companies’ balance sheets) and (iii) an earn-out of up to $100 million, subject to the satisfaction of certain conditions. The $250,465 in cash paid in connection with the closing is expected to be used to acquire additional shares of Vantiva common stock, following which the Company is expected to own a 25% equity stake in Vantiva (on a fully diluted basis).
The description of the Purchase Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was attached as Exhibit 2.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2023.
Item 9.01. Financial Statements and Exhibits.
(b) Unaudited Pro Forma Condensed Consolidated Financial Information
The following unaudited pro forma condensed consolidated financial statements of CommScope reflecting the disposition of the Home Business pursuant to the Purchase Agreement, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference:
(d) Exhibits
The following exhibits are hereby filed as part of this Current Report on Form 8-K.
Exhibit. |
Description. |
99.1 |
CommScope Holding Company, Inc. Unaudited Pro Forma Condensed Consolidated Financial Information |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 16, 2024
|
|
COMMSCOPE HOLDING COMPANY, INC. |
|
|
|
|
|
|
By: |
/s/ Kyle D. Lorentzen |
|
|
|
Kyle D. Lorentzen Executive Vice President and Chief Financial Officer |
|
Exhibit 99.1
On January 9, 2024, (the “Closing Date”), CommScope Holding Company, Inc. (“CommScope”, the “Company”) completed the sale of its Home Networks business (the “Home Business”) (the “Disposal”), to Vantiva SA (“Vantiva”, the “buyer”). The Home Business focuses on the delivery of innovative, connected home solutions for broadband and pay TV service providers. Pursuant to the Purchase Agreement, CommScope sold its Home Business to Vantiva in exchange for 134,704,669 shares of Vantiva common stock, representing a 24.73% equity stake in Vantiva (determined on a fully diluted basis) and $250,465 in cash (in addition to cash paid in exchange for the cash on the Home Business companies’ balance sheets), as well as the potential to receive an additional $100 million pursuant to terms of an earnout provision in the Purchase Agreement. The earnout is contingent upon Vantiva achieving adjusted EBITDA equal to or exceeding €400 million in a given year over a 5-year period and meeting certain other thresholds. The $250,465 in cash paid in connection with the closing is expected to be used to acquire additional shares of Vantiva common stock, following which the Company is expected to own a 25% equity stake in Vantiva (on a fully diluted basis). Following the closing of this transaction, CommScope’s ownership interest in Vantiva is expected to be reported as an equity method investment under Accounting Standards Codification (“ASC”) 323, Investments – Equity Method and Joint Ventures.
The following unaudited pro forma condensed consolidated financial statements were derived from the historical consolidated financial statements of CommScope, which were prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). The unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated financial statements were prepared for illustrative and informational purposes only and are not intended to represent what CommScope’s results of operations or financial position would have been had the Disposal occurred on the dates indicated. The unaudited pro forma condensed consolidated financial statements also should not be considered indicative of CommScope’s future results of operations or financial position. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The unaudited pro forma condensed consolidated financial statements as of and for the nine months ended September 30, 2023, have been derived from the historical unaudited consolidated financial statements of CommScope, included in CommScope’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission (“SEC”) on November 9, 2023. The unaudited pro forma condensed consolidated financial statements for the years ended December 31, 2022, 2021, and 2020 have been derived from the historical audited consolidated financial statements of CommScope, included in CommScope’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23, 2023. The unaudited pro forma condensed consolidated financial statements and accompanying notes should be read in conjunction with CommScope’s historical consolidated financial statements and accompanying notes.
The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2023, and for the years ended December 31, 2022, 2021 and 2020 reflect pro forma results of CommScope’s operations as if the Disposal had occurred on January 1, 2020. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2023, gives effect to the Disposal as if it had occurred on that date. The adjustments in the “Other Separation Adjustments” column in the unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated balance sheet give effect to the Other Separation Adjustments as if they occurred as of January 1, 2022, and September 30, 2023, respectively.
Beginning in the fourth quarter of 2023, the criteria under ASC 205-20, Presentation of Financial Statements, for discontinued operations were met, and the Company will present the Disposal as a discontinued operation in future Quarterly Reports on Form 10-Q and in future Annual Reports on Form 10-K. The Company believes that the adjustments included within the “Discontinued Operations of the Home Business” column of the unaudited pro forma condensed consolidated financial statements are consistent with the guidance for discontinued operations under GAAP. CommScope’s current estimates on a discontinued operations basis are subject to change as the Company finalizes discontinued operations accounting to be reported in its Annual Report on Form 10-K for the year ended December 31, 2023.
Article 11 of Regulation S-X requires that pro forma financial information include the following pro forma adjustments to the historical financial statements of the registrant as follows:
In addition, Regulation S-X permits registrants to reflect adjustments that depict synergies or dis-synergies of the acquisitions and dispositions for which pro forma effect is being given in the disclosures as management adjustments.
The following unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated balance sheet reflect the following transactions in conjunction with the Disposal:
The unaudited pro forma condensed consolidated financial statements do not contain any autonomous entity adjustments or potential synergies or dis-synergies that may occur in connection with the Disposal.
CommScope Holding Company, Inc. |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
Pro Forma Transaction Accounting |
|
|
|
|
|
|
|||||||||
|
|
Historical |
|
|
Discontinued |
|
|
Notes |
|
Other |
|
|
Notes |
|
Pro Forma |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
518.9 |
|
|
$ |
(22.4 |
) |
|
|
|
$ |
— |
|
|
|
|
$ |
496.5 |
|
Accounts receivable, net |
|
|
1,144.5 |
|
|
|
(218.6 |
) |
|
|
|
|
— |
|
|
|
|
|
925.9 |
|
Inventories, net |
|
|
1,364.6 |
|
|
|
(177.2 |
) |
|
|
|
|
— |
|
|
|
|
|
1,187.4 |
|
Prepaid expenses and other current assets |
|
|
186.7 |
|
|
|
(21.4 |
) |
|
|
|
|
— |
|
|
|
|
|
165.3 |
|
Total current assets |
|
|
3,214.7 |
|
|
|
(439.6 |
) |
|
|
|
|
— |
|
|
|
|
|
2,775.1 |
|
Property, plant and equipment, net |
|
|
539.1 |
|
|
|
(11.7 |
) |
|
|
|
|
— |
|
|
|
|
|
527.4 |
|
Goodwill |
|
|
3,635.7 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
3,635.7 |
|
Other intangible assets, net |
|
|
1,673.2 |
|
|
|
(12.7 |
) |
|
|
|
|
— |
|
|
|
|
|
1,660.5 |
|
Other noncurrent assets |
|
|
1,002.9 |
|
|
|
(37.1 |
) |
|
(f) |
|
|
18.8 |
|
|
(b) |
|
|
984.6 |
|
Total assets |
|
$ |
10,065.6 |
|
|
$ |
(501.1 |
) |
|
|
|
$ |
18.8 |
|
|
|
|
$ |
9,583.3 |
|
Liabilities and Stockholders’ Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts payable |
|
$ |
795.3 |
|
|
$ |
(327.3 |
) |
|
|
|
$ |
— |
|
|
|
|
$ |
468.0 |
|
Accrued and other liabilities |
|
|
719.2 |
|
|
|
(88.4 |
) |
|
|
|
|
11.5 |
|
|
(c) |
|
|
642.3 |
|
Current portion of long-term debt |
|
|
32.0 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
32.0 |
|
Total current liabilities |
|
|
1,546.5 |
|
|
|
(415.7 |
) |
|
|
|
|
11.5 |
|
|
|
|
|
1,142.3 |
|
Long-term debt |
|
|
9,353.3 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
9,353.3 |
|
Deferred income taxes |
|
|
105.2 |
|
|
|
2.1 |
|
|
(f) |
|
|
— |
|
|
|
|
|
107.3 |
|
Other noncurrent liabilities |
|
|
404.4 |
|
|
|
(14.4 |
) |
|
|
|
|
— |
|
|
|
|
|
390.0 |
|
Total liabilities |
|
|
11,409.4 |
|
|
|
(428.0 |
) |
|
|
|
|
11.5 |
|
|
|
|
|
10,992.9 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Series A convertible preferred |
|
|
1,146.3 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
1,146.3 |
|
Stockholders' deficit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred stock, $ 0.01 par value: |
|
|
— |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
Common stock, $ 0.01 par value: |
|
|
2.3 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
2.3 |
|
Additional paid-in capital |
|
|
2,554.4 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
2,554.4 |
|
Accumulated deficit |
|
|
(4,427.9 |
) |
|
|
(73.1 |
) |
|
|
|
|
7.3 |
|
|
(e) |
|
|
(4,493.7 |
) |
Accumulated other comprehensive loss |
|
|
(317.4 |
) |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
(317.4 |
) |
Treasury stock, at cost: 14,345,829 shares |
|
|
(301.5 |
) |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
(301.5 |
) |
Total stockholders' deficit |
|
|
(2,490.1 |
) |
|
|
(73.1 |
) |
|
|
|
|
7.3 |
|
|
|
|
|
(2,555.9 |
) |
Total liabilities and stockholders' deficit |
|
$ |
10,065.6 |
|
|
$ |
(501.1 |
) |
|
|
|
$ |
18.8 |
|
|
|
|
$ |
9,583.3 |
|
CommScope Holding Company, Inc. |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
Pro Forma Transaction Accounting |
|
|
|
|
|
|
|||||||||
|
|
Historical CommScope |
|
|
Discontinued |
|
|
Notes |
|
Other |
|
|
Notes |
|
Pro Forma |
|
||||
Net sales |
|
$ |
5,519.4 |
|
|
$ |
(916.1 |
) |
|
|
|
$ |
— |
|
|
|
|
$ |
4,603.3 |
|
Cost of sales |
|
|
3,664.3 |
|
|
|
(761.1 |
) |
|
|
|
|
— |
|
|
|
|
|
2,903.2 |
|
Gross profit |
|
|
1,855.1 |
|
|
|
(155.0 |
) |
|
|
|
|
— |
|
|
|
|
|
1,700.1 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
— |
|
||
Selling, general and administrative |
|
|
748.1 |
|
|
|
(76.4 |
) |
|
|
|
|
— |
|
|
|
|
|
671.7 |
|
Research and development |
|
|
432.1 |
|
|
|
(76.5 |
) |
|
|
|
|
— |
|
|
|
|
|
355.6 |
|
Amortization of purchased intangible assets |
|
|
329.1 |
|
|
|
(77.2 |
) |
|
|
|
|
— |
|
|
|
|
|
251.9 |
|
Restructuring costs, net |
|
|
51.8 |
|
|
|
(6.3 |
) |
|
|
|
|
— |
|
|
|
|
|
45.5 |
|
Asset impairments |
|
|
895.1 |
|
|
|
(469.1 |
) |
|
|
|
|
— |
|
|
|
|
|
426.0 |
|
Income from transition services agreement, net |
|
|
— |
|
|
|
— |
|
|
|
|
|
(1.2 |
) |
|
(d) |
|
|
(1.2 |
) |
Total operating expenses |
|
|
2,456.2 |
|
|
|
(705.5 |
) |
|
|
|
|
(1.2 |
) |
|
|
|
|
1,749.5 |
|
Operating loss |
|
|
(601.1 |
) |
|
|
550.5 |
|
|
|
|
|
1.2 |
|
|
|
|
|
(49.4 |
) |
Other income, net |
|
|
14.5 |
|
|
|
(0.8 |
) |
|
|
|
|
— |
|
|
|
|
|
13.7 |
|
Interest expense |
|
|
(504.9 |
) |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
(504.9 |
) |
Interest income |
|
|
7.8 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
7.8 |
|
Loss before income taxes |
|
|
(1,083.7 |
) |
|
|
549.7 |
|
|
|
|
|
1.2 |
|
|
|
|
|
(532.8 |
) |
Income tax benefit |
|
|
158.0 |
|
|
|
(128.1 |
) |
|
(f) |
|
|
(0.3 |
) |
|
(g) |
|
|
29.6 |
|
Net loss |
|
|
(925.7 |
) |
|
|
421.6 |
|
|
|
|
|
0.9 |
|
|
|
|
|
(503.2 |
) |
Series A convertible preferred stock dividends |
|
|
(45.9 |
) |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
(45.9 |
) |
Net loss attributable to common stockholders |
|
$ |
(971.6 |
) |
|
$ |
421.6 |
|
|
|
|
$ |
0.9 |
|
|
|
|
$ |
(549.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(4.62 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(2.61 |
) |
||
Diluted |
|
$ |
(4.62 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(2.61 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
210.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
210.4 |
|
||
Diluted |
|
|
210.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
210.4 |
|
||
CommScope Holding Company, Inc. |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
Pro Forma Transaction Accounting |
|
|
|
|
|
|
|||||||||
|
|
Historical |
|
|
Discontinued |
|
|
Notes |
|
Other |
|
|
Notes |
|
Pro Forma |
|
||||
Net sales |
|
$ |
9,228.1 |
|
|
$ |
(1,703.4 |
) |
|
|
|
$ |
— |
|
|
|
|
$ |
7,524.7 |
|
Cost of sales |
|
|
6,424.0 |
|
|
|
(1,493.2 |
) |
|
|
|
|
— |
|
|
|
|
|
4,930.8 |
|
Gross profit |
|
|
2,804.1 |
|
|
|
(210.2 |
) |
|
|
|
|
— |
|
|
|
|
|
2,593.9 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
— |
|
||
Selling, general and administrative |
|
|
1,135.0 |
|
|
|
(94.1 |
) |
|
|
|
|
— |
|
|
|
|
|
1,040.9 |
|
Research and development |
|
|
657.4 |
|
|
|
(113.8 |
) |
|
|
|
|
— |
|
|
|
|
|
543.6 |
|
Amortization of purchased intangible assets |
|
|
543.0 |
|
|
|
(103.0 |
) |
|
|
|
|
— |
|
|
|
|
|
440.0 |
|
Restructuring costs, net |
|
|
62.9 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
62.9 |
|
Asset impairments |
|
|
1,119.6 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
1,119.6 |
|
Income from transition services agreement, net |
|
|
— |
|
|
|
— |
|
|
|
|
|
(31.2 |
) |
|
(d) |
|
|
(31.2 |
) |
Total operating expenses |
|
|
3,517.9 |
|
|
|
(310.9 |
) |
|
|
|
|
(31.2 |
) |
|
|
|
|
3,175.8 |
|
Operating loss |
|
|
(713.8 |
) |
|
|
100.7 |
|
|
|
|
|
31.2 |
|
|
|
|
|
(581.9 |
) |
Other expense, net |
|
|
(0.1 |
) |
|
|
(0.5 |
) |
|
|
|
|
— |
|
|
|
|
|
(0.6 |
) |
Interest expense |
|
|
(588.9 |
) |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
(588.9 |
) |
Interest income |
|
|
2.8 |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
2.8 |
|
Loss before income taxes |
|
|
(1,300.0 |
) |
|
|
100.2 |
|
|
|
|
|
31.2 |
|
|
|
|
|
(1,168.6 |
) |
Income tax benefit (expense) |
|
|
13.1 |
|
|
|
(12.0 |
) |
|
(f) |
|
|
(7.6 |
) |
|
(g) |
|
|
(6.5 |
) |
Net loss |
|
|
(1,286.9 |
) |
|
|
88.2 |
|
|
|
|
|
23.6 |
|
|
|
|
|
(1,175.1 |
) |
Series A convertible preferred stock dividends |
|
|
(59.0 |
) |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
(59.0 |
) |
Net loss attributable to common stockholders |
|
$ |
(1,345.9 |
) |
|
$ |
88.2 |
|
|
|
|
$ |
23.6 |
|
|
|
|
$ |
(1,234.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(6.49 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(5.95 |
) |
||
Diluted |
|
$ |
(6.49 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
(5.95 |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
207.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
207.4 |
|
||
Diluted |
|
|
207.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
207.4 |
|
||
CommScope Holding Company, Inc. |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
Pro Forma Transaction Accounting |
|
|
|
||||||
|
|
Historical |
|
|
Discontinued |
|
|
Notes |
|
Pro Forma |
|
|||
Net sales |
|
$ |
8,586.7 |
|
|
$ |
(1,849.4 |
) |
|
|
|
$ |
6,737.3 |
|
Cost of sales |
|
|
5,902.4 |
|
|
|
(1,604.5 |
) |
|
|
|
|
4,297.9 |
|
Gross profit |
|
|
2,684.3 |
|
|
|
(244.9 |
) |
|
|
|
|
2,439.4 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
— |
|
||
Selling, general and administrative |
|
|
1,233.9 |
|
|
|
(150.9 |
) |
|
|
|
|
1,083.0 |
|
Research and development |
|
|
683.2 |
|
|
|
(118.2 |
) |
|
|
|
|
565.0 |
|
Amortization of purchased intangible assets |
|
|
613.0 |
|
|
|
(103.0 |
) |
|
|
|
|
510.0 |
|
Restructuring costs, net |
|
|
91.9 |
|
|
|
(6.8 |
) |
|
|
|
|
85.1 |
|
Asset impairments |
|
|
13.7 |
|
|
|
(13.7 |
) |
|
|
|
|
— |
|
Total operating expenses |
|
|
2,635.7 |
|
|
|
(392.6 |
) |
|
|
|
|
2,243.1 |
|
Operating income |
|
|
48.6 |
|
|
|
147.7 |
|
|
|
|
|
196.3 |
|
Other expense, net |
|
|
(23.8 |
) |
|
|
(2.6 |
) |
|
|
|
|
(26.4 |
) |
Interest expense |
|
|
(561.2 |
) |
|
|
— |
|
|
|
|
|
(561.2 |
) |
Interest income |
|
|
1.9 |
|
|
|
— |
|
|
|
|
|
1.9 |
|
Loss before income taxes |
|
|
(534.5 |
) |
|
|
145.1 |
|
|
|
|
|
(389.4 |
) |
Income tax benefit |
|
|
71.9 |
|
|
|
(33.7 |
) |
|
(f) |
|
|
38.2 |
|
Net loss |
|
|
(462.6 |
) |
|
|
111.4 |
|
|
|
|
|
(351.2 |
) |
Series A convertible preferred stock dividends |
|
|
(57.3 |
) |
|
|
— |
|
|
|
|
|
(57.3 |
) |
Net loss attributable to common stockholders |
|
$ |
(519.9 |
) |
|
$ |
111.4 |
|
|
|
|
$ |
(408.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|||
Basic |
|
$ |
(2.55 |
) |
|
|
|
|
|
|
$ |
(2.01 |
) |
|
Diluted |
|
$ |
(2.55 |
) |
|
|
|
|
|
|
$ |
(2.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|||
Basic |
|
|
203.6 |
|
|
|
|
|
|
|
|
203.6 |
|
|
Diluted |
|
|
203.6 |
|
|
|
|
|
|
|
|
203.6 |
|
|
CommScope Holding Company, Inc. |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
Pro Forma Transaction Accounting |
|
|
|
||||||
|
|
Historical |
|
|
Discontinued |
|
|
Notes |
|
Pro Forma |
|
|||
Net sales |
|
$ |
8,435.9 |
|
|
$ |
(2,407.5 |
) |
|
|
|
$ |
6,028.4 |
|
Cost of sales |
|
|
5,688.1 |
|
|
|
(2,010.4 |
) |
|
|
|
|
3,677.7 |
|
Gross profit |
|
|
2,747.8 |
|
|
|
(397.1 |
) |
|
|
|
|
2,350.7 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
— |
|
||
Selling, general and administrative |
|
|
1,170.7 |
|
|
|
(81.9 |
) |
|
|
|
|
1,088.8 |
|
Research and development |
|
|
703.3 |
|
|
|
(148.2 |
) |
|
|
|
|
555.1 |
|
Amortization of purchased intangible assets |
|
|
630.5 |
|
|
|
(103.0 |
) |
|
|
|
|
527.5 |
|
Restructuring costs, net |
|
|
88.4 |
|
|
|
(24.9 |
) |
|
|
|
|
63.5 |
|
Asset impairments |
|
|
206.7 |
|
|
|
(206.7 |
) |
|
|
|
|
— |
|
Total operating expenses |
|
|
2,799.6 |
|
|
|
(564.7 |
) |
|
|
|
|
2,234.9 |
|
Operating (loss) income |
|
|
(51.8 |
) |
|
|
167.6 |
|
|
|
|
|
115.8 |
|
Other expense, net |
|
|
(29.3 |
) |
|
|
(0.3 |
) |
|
|
|
|
(29.6 |
) |
Interest expense |
|
|
(577.8 |
) |
|
|
— |
|
|
|
|
|
(577.8 |
) |
Interest income |
|
|
4.4 |
|
|
|
— |
|
|
|
|
|
4.4 |
|
Loss before income taxes |
|
|
(654.5 |
) |
|
|
167.3 |
|
|
|
|
|
(487.2 |
) |
Income tax benefit |
|
|
81.1 |
|
|
|
13.4 |
|
|
(f) |
|
|
94.5 |
|
Net loss |
|
|
(573.4 |
) |
|
|
180.7 |
|
|
|
|
|
(392.7 |
) |
Series A convertible preferred stock dividends |
|
|
(56.1 |
) |
|
|
— |
|
|
|
|
|
(56.1 |
) |
Net loss attributable to common stockholders |
|
$ |
(629.5 |
) |
|
$ |
180.7 |
|
|
|
|
$ |
(448.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|||
Basic |
|
$ |
(3.20 |
) |
|
|
|
|
|
|
$ |
(2.28 |
) |
|
Diluted |
|
$ |
(3.20 |
) |
|
|
|
|
|
|
$ |
(2.28 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|||
Basic |
|
|
196.8 |
|
|
|
|
|
|
|
|
196.8 |
|
|
Diluted |
|
|
196.8 |
|
|
|
|
|
|
|
|
196.8 |
|
|
CommScope Holding Company, Inc.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
(In millions, unless otherwise noted)
The historical financial information as of and for the nine months ended September 30, 2023, has been derived from and should be read in conjunction with the historical unaudited condensed consolidated financial statements of CommScope, included in CommScope’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, and the assumptions outlined in Note 2 below. The historical financial information for the years ended December 31, 2022, 2021, and 2020 has been derived from and should be read in conjunction with the historical audited consolidated financial statements of CommScope, included in CommScope’s Annual Report on Form 10-K for the year ended December 31, 2022 and the assumptions outlined in Note 2 below.
The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial statements:
|
Amount |
|
|
25% Equity interest in Vantiva |
$ |
18.8 |
|
Estimated unaccrued one-time transaction costs |
|
(11.5 |
) |
Pro forma adjustment to Accumulated deficit |
$ |
7.3 |
|